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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended December 31, 2017
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period from _________________ to _________________
OR
[ ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
Date of event requiring this shell company report _________________

Commission file number 001-36810
EURONAV NV
(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)
Belgium
(Jurisdiction of incorporation or organization)
De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Address of principal executive offices)
Hugo De Stoop, Tel: +32-3-247-4411, management@euronav.com ,
 De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

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Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class
 
Name of each exchange on which registered
Ordinary Shares, no par value,
 CUSIP B38564108
 
New York Stock Exchange

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE
(Title of class)

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2017, the issuer had 159,208,949 ordinary shares, no par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
X
 
No
 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes
 
 
No
X

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
X
 
No
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
X
 
No
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See the definitions of "large accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 
Large accelerated filer  x
 
Accelerated filer  ☐
 
Non-accelerated filer  ☐


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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
 
U.S. GAAP
X
 
International Financial Reporting Standards as issued by the international Accounting Standards Board
 
 
Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

 
 
Item 17
 
Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
 
 
No
X




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "target," "project," "likely," "may," "will," "would," "could" and similar expressions, terms, or phrases may identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include:
•
the strength of world economies and currencies;
•
general market conditions, including the market for crude oil and for our vessels, fluctuations in charter rates and vessel values;
•
availability of financing and refinancing;
•
our business strategy and other plans and objectives for growth and future operations;
•
our ability to successfully employ our existing and newbuilding vessels;
•
planned capital expenditures and availability of capital resources to fund capital expenditures;
•
our ability to realize the expected benefits from acquisitions;
•
potential liability from pending or future litigation;
•
general domestic and international political conditions;
•
potential disruption of shipping routes due to accidents or political events;
•
vessel breakdowns and instances of off-hire;
•
competition within our industry;
•
the supply of and demand for vessels comparable to ours;
•
corruption, piracy, militant activities, political instability, terrorism and ethnic unrest in locations where we may operate;
•
delays and cost overruns in construction projects;
•
our level of indebtedness;
•
our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;
•
our need for cash to meet our debt service obligations;
•
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;

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•
the possibility that the Merger (as defined herein) does not close when expected or at all because required shareholder approval is not received or other conditions to the closing are not satisfied on a timely basis or at all;
•
that we and Gener8 (as defined herein) may be required to modify the terms and conditions of the Merger Agreement to achieve Gener8 shareholder approval, which is required prior to the Closing of the Merger;
•
following the successful closing of the Merger, the anticipated benefits of the Merger are not realized within the expected timeframe or at all, including as a result of, among other things, the weakness of the economy and competitive factors in the seaborne transportation in which we and Gener8 do business;
•
the ability to successfully integrate Euronav and Gener8;
•
reputational risks;
•
availability of skilled workers and the related labor costs;
•
compliance with governmental, tax, environmental and safety regulation and related costs;
•
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
•
general economic conditions and conditions in the oil and natural gas industry;
•
effects of new products and new technology in our industry;
•
the failure of counterparties to fully perform their contracts with us;
•
our dependence on key personnel;
•
adequacy of insurance coverage;
•
our ability to obtain indemnities from customers;
•
changes in laws, treaties or regulations; and
•
the volatility of the price of our ordinary shares; and
•
other factors that may affect future results of Euronav or Gener8.

These factors and the other risk factors described in this annual report and other reports that we furnish or file with the U.S. Securities and Exchange Commission (the “SEC”) are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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PART I
ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.    KEY INFORMATION
Throughout this report, all references to "Euronav," the "Company," "we," "our," and "us" refer to Euronav NV and its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars," "USD," "dollars," "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro," "EUR," and "€" are to the lawful currency of Belgium.
We refer to our "U.S. Shares" as those shares of Euronav with no par value that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A, or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564 108.  We refer to our "Belgian Shares" as those shares of Euronav with no par value that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338.  Our U.S. Shares and our Belgian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Articles of Association—Share Register."

A.            Selected Financial Data  
The following tables set forth, in each case for the periods and as of the dates indicated, our selected consolidated financial data and other operating data as of and for the years ended December 31, 2017 , 2016 2015 , 2014 and 2013 . The selected data is derived from our audited consolidated financial statements, except where noted, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.  The selected historical financial information presented in the tables below should be read in conjunction with and is qualified in its entirety by reference to our audited consolidated financial statements and the accompanying notes. The audited consolidated financial statements and the accompanying notes as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , 2016 and 2015 are included in this annual report.

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Year Ended December 31,
Consolidated Statement of Profit or Loss Data
 
2017
 
2016
 
2015
 
2014
 
2013
(US$ in thousands, except per share data)
 
Revenue  
 
513,368

 
684,265

 
846,507

 
473,985

 
304,622

Gains on disposal of vessels/other tangible assets  
 
36,538

 
50,397

 
13,302

 
13,122

 
8

Other operating income  
 
4,902

 
6,996

 
7,426

 
11,411

 
11,520

Voyage expenses and commissions  
 
(62,035
)
 
(59,560
)
 
(71,237
)
 
(118,303
)
 
(79,584
)
Vessel operating expenses
 
(150,427
)
 
(160,199
)
 
(153,718
)
 
(124,089
)
 
(105,911
)
Charter hire expenses
 
(31,173
)
 
(17,713
)
 
(25,849
)
 
(35,664
)
 
(21,031
)
Losses on disposal of vessels  
 
(21,027
)
 
(2
)
 
(8,002
)
 
—

 
(215
)
Impairment on non-current assets held for sale  
 
—

 
—

 
—

 
(7,416
)
 
—

Loss on disposal of investments in equity accounted investees
 
—

 
(24,150
)
 
—

 
—

 
—

Depreciation tangible assets  
 
(229,777
)
 
(227,664
)
 
(210,156
)
 
(160,934
)
 
(136,882
)
Depreciation intangible assets  
 
(95
)
 
(99
)
 
(50
)
 
(20
)
 
(76
)
General and administrative expenses  
 
(46,868
)
 
(44,051
)
 
(46,251
)
 
(40,565
)
 
(27,165
)
Result from operating activities  
 
13,406

 
208,220

 
351,972

 
11,527

 
(54,714
)
Finance income  
 
7,266

 
6,855

 
3,312

 
2,617

 
1,993

Finance expenses  
 
(50,729
)
 
(51,695
)
 
(50,942
)
 
(95,970
)
 
(54,637
)
Net finance expense  
 
(43,463
)
 
(44,840
)
 
(47,630
)
 
(93,353
)
 
(52,644
)
Share of profit (loss) of equity accounted investees (net of income tax)  
 
30,082

 
40,495

 
51,592

 
30,286

 
17,853

Profit (loss) before income tax  
 
25

 
203,875

 
355,934

 
(51,540
)
 
(89,505
)
Income tax benefit/(expense)  
 
1,358

 
174

 
(5,633
)
 
5,743

 
(178
)
Profit (loss) for the period  
 
1,383

 
204,049

 
350,301

 
(45,797
)
 
(89,683
)
Attributable to:
 


 


 


 


 


Owners of the Company  
 
1,383

 
204,049

 
350,301

 
(45,797
)
 
(89,683
)
Basic earnings per share  
 
0.01

 
1.29

 
2.25

 
(0.39
)
 
(1.79
)
Diluted earnings per share  
 
0.01

 
1.29

 
2.22

 
(0.39
)
 
(1.79
)
Dividends per share declared
 
0.12

 
0.77

 
1.69

 
—

 
—




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Consolidated Statement of Financial Position Data (at Period End)
 
Year Ended December 31,
(US$ in thousands, except for per share and fleet data)
 
2017
 
2016
 
2015
 
2014
 
2013
Cash and cash equivalents  
 
143,648

 
206,689

—

131,663

—

254,086

—

74,309

Vessels  
 
2,271,500

 
2,383,163

—

2,288,036

—

2,258,334

—

1,434,800

Vessels under construction  
 
63,668

 
86,136

—

93,890

—

—

—

—

Total assets
 
2,810,973

 
3,046,911

 
3,040,746

 
3,096,360

 
1,920,761

Current and non-current bank loans
 
701,091

 
1,085,562

—

1,052,448

—

1,234,329

—

847,763

Share capital
 
173,046

 
173,046

 
173,046

 
142,441

 
58,937

Equity attributable to Owners of the Company  
 
1,846,361

 
1,887,956

—

1,905,749

—

1,472,708

—

800,990

Cash flow data
 
 
 
 
 
 
 
 
 
 
Net cash inflow/(outflow)
 
 
 
 
 
 
 
 
 
 
Operating activities  
 
211,298

 
438,202

—

450,532

—

14,782

—

(8,917
)
Investing activities  
 
(40,243
)
 
(100,615
)
—

(205,873
)
—

(1,023,007
)
—

28,114

Financing activities  
 
(234,976
)
 
(261,160
)
—

(365,315
)
—

1,189,021

—

(57,384
)
Fleet Data (Unaudited)
 


 


 


 


 


VLCCs
 


 


 


 


 


Average number of vessels(1)  
 
31

 
30

 
27

 
20

 
11

Calendar days(2)  
 
11,330

 
10,770

 
9,860

 
7,450

 
4,085

Vessel operating days(3)  
 
10,859

 
10,553

 
9,645

 
7,294

 
4,036

Available days(4)  
 
11,130

 
10,691

 
9,780

 
7,391

 
4,044

Fleet utilization(5)  
 
97.6
%
 
98.7
%
 
98.6
%
 
98.7
%
 
99.8
%
Daily TCE charter rates(6)  
 
$
29,827

 
$
42,243

 
$
52,802

 
$
27,189

 
$
25,785

Daily vessel operating expenses(7)  
 
$
8,042

 
$
9,078

 
$
9,935

 
$
8,565

 
$
8,178

Suezmaxes
 


 


 


 


 


Average number of vessels(1)  
 
19

 
19

 
19

 
19

 
19

Calendar days(2)  
 
6,868

 
7,002

 
6,885

 
6,937

 
6,848

Vessel operating days(3)  
 
6,820

 
6,751

 
6,780

 
6,774

 
6,661

Available days(4)  
 
6,826

 
6,882

 
6,806

 
6,895

 
6,664

Fleet utilization(5)  
 
99.9
%
 
98.1
%
 
99.6
%
 
98.2
%
 
100.0
%
Daily TCE charter rates(6)  
 
$
19,144

 
$
27,114

 
$
39,689

 
$
24,490

 
$
19,284

Daily vessel operating expenses(7)  
 
$
7,926

 
$
8,845

 
$
8,288

 
$
8,073

 
$
7,753

Average daily general and administrative expenses per vessel—owned tanker segment only(8)  
 
$
2,577

 
$
2,489

 
$
2,790

 
$
2,820

 
$
2,485

Other data
 


 


 


 


 


EBITDA (unaudited)(9)  
 
$
273,360

 
$
476,478

 
$
613,770

 
$
202,767

 
$
100,096

Adjusted EBITDA (unaudited)(10)  
 
$
293,748

 
$
503,679

 
$
648,190

 
$
239,176

 
$
138,853

Time charter equivalents revenues (unaudited)
 
$
454,455

 
$
628,842

 
$
778,368

 
$
364,211

 
$
232,519

Basic weighted average shares outstanding  
 
158,166,534

 
158,262,268

 
155,872,171

 
116,539,017

 
50,230,438

Diluted weighted average shares outstanding  
 
158,297,057


158,429,057



157,529,562



116,539,017



50,230,438

(1)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was part of our fleet during the period divided by the number of calendar days in that period.
(2)
Calendar days are the total days the vessels were in our possession for the relevant period, including off-hire days (scheduled or unscheduled).

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(3)
Vessel operating days are the total days our vessels were in our possession for the relevant period net of all off-hire days (scheduled and unscheduled).
(4)
Available days are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys.
(5)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days and is determined by dividing Vessel operating days by available days for the relevant period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or intermediate or vessel positioning.
(6)
Time Charter Equivalent, or TCE , (a non-IFRS measure) is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating the TCE rate is consistent with industry standards and is determined by dividing total voyage revenues less voyage expenses by vessel operating days for the relevant time period. The period over which voyage revenues are recognized commences at the time the vessel leaves the port at which she discharged her cargo related to her previous voyage (or as the case may be when a vessel is leaving a yard at which she went to drydock or in the case of a newbuilding where she was built or in the case of a newly acquired vessel as from the moment the vessel is available to take a cargo). The period ends at the time that discharge of cargo is completed. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. 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 dry-docking or due to other unforeseen circumstances. The TCE rate is not a measure of financial performance under IFRS (non-IFRS measure), and should not be considered as an alternative to voyage revenues, the most directly comparable IFRS measure, or any other measure of financial performance presented in accordance with IFRS. However, TCE rate is standard shipping industry performance measure used primarily to compare period-to-period changes in a company's performance and assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rates may not be comparable to that reported by other companies.
(7)
Daily vessel operating expenses , or DVOE, (a non-IFRS measure) is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.
(8)
Average daily general and administrative expenses are calculated by dividing general and administrative expenses by calendar days for our owned tanker segment and relevant time period. Average daily general and administrative expenses are lower when our jointly-owned vessels are included in this calculation.
(9)
EBITDA (a non-IFRS measure) represents operating earnings before interest expense, income taxes and depreciation expense attributable to us. EBITDA is presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or as a measure of profitability or liquidity. The definition of EBITDA used here may not be comparable to that used by other companies. Please see the reconciliation to Profit (loss) for the period, the nearest IFRS measure.
(10)
Adjusted EBITDA (a non-IFRS measure) represents operating earnings (including the share of EBITDA of equity accounted investees) before interest expense, income taxes and depreciation expense attributable to us. Adjusted EBITDA provides investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods as the shipping industry is a capital intensive industry which often brings significant cost of financing. We also believe that Adjusted EBITDA is useful to investors and equity analysts as a measure of our operating performance that can be readily compared to other companies and we use Adjusted EBITDA in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Adjusted EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or any other measure of operating performance. The definition of Adjusted EBITDA used here may not be comparable to that used by other companies. Please see the reconciliation to Profit (loss) for the period, the nearest IFRS measure.

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The following table reflects the calculation of our TCE rates for the years ended December 31, 2017 , 2016 , 2015 , 2014 , and 2013 :
(Unaudited)
 
2017
 
2016
 
2015
 
2014
 
2013
VLCC
 

 

 

 

 

Net VLCC revenues for all employment types
 
$
323,892,625

 
$
445,792,653

 
$
509,277,925

 
$
198,316,363

 
$
104,068,875

Total VLCC operating days
 
10,859

 
10,553

 
9,645

 
7,294

 
4,036

Daily VLCC TCE Rate
 
$
29,827

 
$
42,243

 
$
52,802

 
$
27,189

 
$
25,785

SUEZMAX
 


 


 


 


 


Net Suezmax revenues for all employment types
 
$
130,562,503

 
$
183,049,801

 
$
269,090,422

 
$
165,894,436

 
$
128,449,941

Total Suezmax operating days
 
6,820

 
6,751

 
6,780

 
6,774

 
6,661

Daily Suezmax rate
 
$
19,144

 
$
27,114

 
$
39,689

 
$
24,490

 
$
19,284

Tanker Fleet
 


 


 


 


 


Net Tanker fleet revenues for all employment type
 
$
454,455,128

 
$
628,842,454

 
$
778,368,347

 
$
364,210,799

 
$
232,518,816

Total Fleet operating days
 
17,679

 
17,304

 
16,425

 
14,068

 
10,697

Daily Fleetwide TCE
 
$
25,706

 
$
36,341

 
$
47,389

 
$
25,889

 
$
21,737

The following table reflects the calculation of our net revenues for the years ended December 31, 2017 , 2016 , 2015 , 2014 , and 2013 :
 
 
Year Ended December 31,
(US$ in thousands)
 
2017
 
2016
 
2015
 
2014
 
2013
Voyage charter revenues  
 
$
394,663

 
$
544,038

 
$
720,416

 
$
341,867

 
$
171,226

Time charter revenues  
 
$
118,705

 
$
140,227

 
$
126,091

 
$
132,118

 
$
133,396

 
 
 

 
 

 
 

 
 

 
 

Subtotal revenue  
 
$
513,368

 
$
684,265

 
$
846,507

 
$
473,985

 
$
304,622

Other income  
 
$
4,902

 
$
6,996

 
$
7,426

 
$
11,411

 
$
11,520

 
 
 

 
 

 
 

 
 

 
 

Total operating revenues  
 
$
518,270

 
$
691,261

 
$
853,933

 
$
485,396

 
$
316,142

Less:
 


 


 


 


 


Other Income*
 
$
(1,780
)
 
$
(2,858
)
 
$
(4,328
)
 
$
(2,882
)
 
$
(4,039
)
Tanker Fleet
 
 

 
 

 
 

 
 

 
 

Net Tanker Fleet Revenues reconciliation
 


 


 


 


 


Share of total Revenues attributable to ships owned by Euronav*  
 
$
516,490

 
$
688,403

 
$
849,605

 
$
482,514

 
$
312,103

less voyage expenses and commissions  
 
$
(62,035
)
 
$
(59,560
)
 
$
(71,237
)
 
$
(118,303
)
 
$
(79,584
)
 
 
 

 
 

 


 


 
 

Net Total tanker fleet  
 
$
454,455

 
$
628,843

 
$
778,368

 
$
364,211

 
$
232,519

of which Net VLCC Revenues for all employment types  
 
$
323,893

 
$
445,793

 
$
509,278

 
$
198,316

 
$
104,069

of which Net Suezmax Revenues for all employment types  
 
$
130,562

 
$
183,050

 
$
269,090

 
$
165,895

 
$
128,450

*           Some revenues are excluded because these do not relate directly to vessels, such as rental income and insurance rebates.

5
Table of Contents

 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
EBITDA Reconciliation (unaudited)
 

 

 
 
 
 
 
 
Profit (loss) for the period
 
$
1,383

 
$
204,049

 
$
350,301

 
$
(45,797
)
 
$
(89,683
)
plus Net finance expenses
 
$
43,463

 
$
44,840

 
$
47,630

 
$
93,353

 
$
52,644

plus Depreciation of tangible and intangible assets
 
$
229,872

 
$
227,763

 
$
210,206

 
$
160,954

 
$
136,958

plus Income tax expense/(benefit)
 
$
(1,358
)
 
$
(174
)
 
$
5,633

 
$
(5,743
)
 
$
178

 
 
 

 


 


 


 


EBITDA (unaudited)
 
$
273,360

 
$
476,478

 
$
613,770

 
$
202,767

 
$
100,097

 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Adjusted EBITDA Reconciliation (unaudited)
 

 

 

 

 

Profit (loss) for the period
 
$
1,383

 
$
204,049

 
$
350,301

 
$
(45,797
)
 
$
(89,683
)
plus Net finance expenses
 
$
43,463

 
$
44,840

 
$
47,630

 
$
93,353

 
$
52,644

plus Net finance expenses JV
 
$
829

 
$
3,212

 
$
5,288

 
$
7,351

 
$
8,352

plus Depreciation of tangible and intangible assets
 
$
229,872

 
$
227,763

 
$
210,206

 
$
160,954

 
$
136,958

plus Depreciation of tangible and intangible assets JV
 
$
18,071

 
$
23,774

 
$
29,314

 
$
29,058

 
$
30,404

plus Income tax expense/(benefit)
 
$
(1,358
)
 
$
(174
)
 
$
5,633

 
$
(5,743
)
 
$
178

plus Income tax expense/(benefit) JV
 
$
1,488

 
$
215

 
$
(182
)
 
—

 
—

 
 


 


 


 


 


Adjusted EBITDA (unaudited)
 
$
293,748

 
$
503,679

 
$
648,190

 
$
239,176

 
$
138,853

B.            Capitalization and Indebtedness
Not applicable.
C.            Reasons for the Offer and Use of Proceeds
Not applicable.

D.            Risk Factors
The following risks relate principally to us and our business and the industry in which we operate, the securities market and ownership of our securities, including our ordinary shares. The occurrence of any of the risk factors described below could significantly and negatively affect our business, financial condition or operating results, which may reduce our ability to pay dividends, and lower the trading price of our ordinary shares.

Risk Factors Relating to Our Industry
The tanker industry is cyclical and volatile, which may lead to reductions and volatility in the charter rates we are able to obtain, in vessel values and in our earnings and available cash flow.
The tanker industry is both cyclical and volatile in terms of charter rates and profitability. For example, during the seven year period from 2010 through 2016, time charter equivalent, or TCE, spot rates for a VLCC trading between the Middle East Gulf and Japan ranged from rates below operating expenses to a high of $114,148 per day. This volatility continued in 2017, with average daily rates on the same route fluctuating between $7,502 (below operating expenses) to $62,223 per day. A worsening of the current global economic conditions may adversely affect our ability to charter or recharter our vessels or to sell them on the expiration or termination of their charters, or any renewal or replacement charters that we enter into may not be sufficient to allow us to operate our vessels profitably. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products.

6
Table of Contents

The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.
The factors that influence demand for tanker capacity include:
•
supply and demand for energy resources and oil and petroleum products;
•
competition from, and supply and demand for, alternative sources of energy;
•
regional availability of refining capacity and inventories;
•
global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes;
•
the distance over which the oil and the oil products are to be moved by sea;
•
changes in seaborne and other transportation patterns, including shifts in transportation demand between crude oil and refined oil products;
•
environmental and other legal and regulatory developments;
•
weather and natural disasters; and
•
international sanctions, embargoes, import and export restrictions, nationalizations and wars.
The factors that influence the supply of tanker capacity include:
•
demand for alternative sources of energy;
•
the number of newbuilding deliveries;
•
the scrapping of older vessels, depending, amongst other things, on scrapping rates and international scrapping regulations;
•
conversion of tankers to other uses;
•
the number of vessels that are out of service;
•
environmental concerns and regulations; and
•
port or canal congestion.
Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies' capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution.
Any decrease in shipments of crude oil may adversely affect our financial performance.
The demand for our vessels and services in transporting oil derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean Gulf and Gulf of Mexico crude oil, which, in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world's oil markets have experienced high levels of volatility in the last 25 years. In 2017, crude oil reached a high of $60.46 per barrel (WTI)/$66.80 per barrel (Brent) and a low of $42.53 per barrel (WTI)/$45.31 per barrel (Brent). As of March 1, 2018, crude oil was $60.99 per barrel (WTI)/$54.08 per barrel (Brent).

7
Table of Contents

Any decrease in shipments of crude oil from the above-mentioned geographical areas could have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:
•
increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;
•
increased refining capacity in the Arabian Gulf or West Africa;
•
increased use of existing and future crude oil pipelines;
•
a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;
•
armed conflict in the Arabian Gulf and West Africa and political or other factors;
•
trade embargoes or other economic sanctions by the United States and other countries (including the economic sanctions against Russia as a result of continued political tension due to the situation in the Ukraine); and
•
the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.
In addition, conditions affecting the economy of the United States and the world economies such as China may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.
An over-supply of tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.
The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, the current and expected purchase orders for newbuildings and the number of vessels being scrapped. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped or converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity decreases or does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and available cash and our ability to comply with the covenants in our loan agreements.
Our growth in the offshore floating, storage and offloading (FSO) sector depends on the level of activity in the offshore oil and natural gas industry, which is significantly affected by, among other things, volatile oil and natural gas prices, and may be materially and adversely affected by a decline in the offshore oil and natural gas industry.
The offshore production, storage and export industry is cyclical and volatile. Our growth strategy is partially based on expansion in the offshore FSO sector, which depends on the level of activity in oil and natural gas exploration, development and production in offshore areas worldwide. The availability of quality FSO prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers' FSO programs. Oil and natural gas prices and market expectations of potential changes in these prices also significantly affect this level of activity and demand for offshore units.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.

8
Table of Contents

Acts of piracy on ocean-going vessels could adversely affect our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Guinea and in the Gulf of Aden off the coast of Somalia. Over the past few years, the frequency of piracy incidents in the Gulf of Aden and in the Indian Ocean has decreased significantly and the situation in the Gulf of Guinea has now more or less stabilized, whereas there has been an increase in the South China Sea. If these piracy attacks occur in regions in which our vessels are deployed being characterized by insurers as "enhanced risk" zones, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, as well as costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
The current state of the global financial banking markets may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.
Global financial banking markets and economic conditions have been, and continue to be, volatile. Although capital markets have improved, they still remain volatile. Since 2008, there has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.
As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
If economic conditions throughout the world continue to be volatile, it could impede our operations.
The world economy faces a number of challenges, including the effects of volatile oil prices, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela and other geographic areas and countries, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U., and stabilizing growth in China. There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our results of operations and cash flows.

Credit markets in the United States and Europe have in the past experienced significant contraction, de-leveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile.

We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline.

9
Table of Contents

The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.
As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries entered into force in May 2013. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could still reduce the overall demand for oil and gas and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.
Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.
We rely on third-parties to provide supplies and services necessary for our operations, including equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels and FSOs. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.
Our international operations expose us to additional costs and legal and regulatory risks, which could have a material adverse effect on our business, results of operations and financial conditions
We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex local, foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation, enforceable as from May 25, 2018 and the EU-US Privacy Shield Framework, as adopted by the European Commission on July 12, 2016), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. laws such as the FCPA and other U.S. federal laws and regulations established by the office of Foreign Asset Control, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.
Given the high level of complexity of these laws, there is a risk that we may inadvertently breach some provisions. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

10
Table of Contents

We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our business, results of operations, cash flows, financial condition, and our available cash.
Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, the United States ,or U.S., Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Marine Transportation Security Act of 2002, or the MTSA, European Union or E.U., regulations, regulations of the United Nations International Maritime Organization, or the IMO, including the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, and the International Ship and Port Facility Security Code, or the ISPS Code. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.
These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-nautical mile exclusive economic zone around the U.S. (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war). An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under international and U.S. federal, state and local laws, as well as third-party damages, including punitive damages, and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
It should be noted that the U.S. is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined. For example, in April 2017, the U.S. President signed an executive order regarding environmental regulations, specifically targeting the U.S. offshore energy strategy, which may affect parts of the maritime industry and our operations. Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.

If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS.
Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard ("USCG") and E.U. Authorities enforce compliance with the ISM Code and prohibit non-compliant vessels from trading in U.S. and E.U. ports.



11
Table of Contents

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, the International Maritime Organization’s Marine Environment Protection Committee announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020. By 2020 ships will now have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners.
In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.
Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges.
We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates and economic life of vessels. Many of these items have historically experienced volatility.
We evaluate the recoverable amount as the higher of fair value less costs to sell or value in use. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. For the years ended December 31, 2017 and 2016, we evaluated the recoverable amount of our vessels and we did not recognize an impairment loss. Factors that we considered in our estimate are described in the Critical Accounting policies. In particular, our estimate for future TCE rates is based on the trailing 10-year historical average spot rates for both VLCC and Suezmax tankers, which we believe is a reasonable basis for this determination. As 2008 was an exceptionally high year in terms of TCE achieved by both the VLCC and Suezmax fleets, the use of a 10-year range that excludes year 2008 may result in a reduction of the value in use used in the determination of the recoverable amount, compared to the 10-year range as of December 31, 2017 which includes 2008. Excluding the year 2008 from our determination of value in use, which would be the case when applying the 10-year range as of December 31, 2018, could result in an impairment loss for the year ending December 31, 2018.

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Table of Contents

We operate our vessels worldwide and as a result, our vessels are exposed to international risks and inherent operational risks of the tanker industry, which may adversely affect our business and financial condition.
The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, and acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These events may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, and market disruptions, delay or rerouting, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs and maintenance are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.
In addition, international shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
We may be subject to risks inherent in the conversion of vessels into FSOs and the operation of FSO activities.
Our FSO activities are subject to various risks, including delays, cost overruns, unavailability of supplies, employee negligence, defects in machinery, collisions, service damage to vessels, damage or loss to freight, piracy or strikes. In case of delays in delivering FSO under service contract to the end-user, contracts can be amended and/or cancelled. Moreover, the operation of FSO vessels is subject to the inherent possibility of maritime disasters, such as oil spills and other environmental accidents, and to the obligations arising from the ownership and management of vessels in international trade. We have established current insurance against possible accidents and environmental damage and pollution that complies with applicable law and standard practices in the sector. However, there is no guarantee that such insurance will remain available at rates which are regarded as reasonable by us or that such insurance will remain sufficient to cover all losses incurred or the cost of each compensation claim made against us, or that our insurance policies will cover the loss of income resulting from a vessel becoming non-operational. Should compensation claims be made against us, our vessels may be impounded or subject to other judicial procedures, which would adversely affect our results of operations and financial condition.
If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
We employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.



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Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business.
The majority of our employees (land-based and offshore) are represented by collective bargaining agreements in Belgium, Greece, France and the Philippines. For a limited number of vessels, the employment of onboard staff is based on internationally negotiated collective bargaining agreements. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. In addition, as part of our legal obligations, we are required to contribute certain amounts to retirement funds and pension plans (with insurance companies or integrated in a national social security scheme) and are bound to legal restrictions in our ability to dismiss employees. Any disagreements concerning ordinary or extraordinary collective bargaining may damage our reputation and the relationship with our employees and lead to labor disputes, including work stoppages, strikes and/or work disruptions, which could hinder our operations from being carried out normally, and if not resolved in a timely cost-effective manner, could have a material effect on our business.
World events could affect our results of operations and financial condition.
We conduct most of our operations outside of the U.S. and Belgium. Our business, results of operations, cash flows, financial condition and available cash may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in the Middle East, the Korean Peninsula, North Africa, and other geographic regions and countries and the presence of the United States and other armed forces in certain of these regions may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further world economic instability and uncertainty in global financial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our business, financial condition, results of operations and available cash.
In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum (informally known as Brexit). The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last two years after the government of the United Kingdom formally initiated the withdrawal process by invoking Article 50 of the Treaty on European Union on March 29, 2017. It is not clear what impact this will have on the conduct of cross-border business, and this uncertain outcome could increase volatility in the markets and could increase our regulatory compliance costs. These developments have had and may continue to have a material adverse effect on global economic conditions. The withdrawal of the United Kingdom from the EU may lead to a downturn across the European economies, and there is a risk that other countries in the European Union will look to hold referendums on whether to stay in or leave the EU. The potential effects of Brexit could have unpredictable consequences for financial and shipping markets and may adversely affect our future performance, results of operations, cash flows and financial position.

If our vessels call on ports located in countries that are subject to sanctions and embargos imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our ordinary shares.
The U.S. government and other authorities have made certain countries subject to sanctions and embargoes or have identified countries or other authorities as state sponsors of terrorism, such as Iran, Sudan, Syria and North-Korea. From time to time on charterers' instructions, our vessels may, always to the extent permitted under such sanctions and embargoes, call on ports located in such countries. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or "CISADA," which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions on companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.

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In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the U.S., including conducting business in US dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the U.S. to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.
On November 24, 2013, the P5+1 (the U.S., United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action," or JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and E.U. would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and the E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals and automotive industries from January 20, 2014 until July 20, 2014. The JPOA was subsequently extended twice.
On July 14, 2015, the P5+1 and the E.U. announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program, or the JCPOA, which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and does not involve U.S. persons.  On January 16, 2016, or the Implementation Day, the U.S. joined the E.U. and the United Nations in lifting a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or IAEA, that Iran had satisfied its respective obligations under the JCPOA.
U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time.  Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders.  These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.
In addition, charterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may soon be the subject of sanctions imposed by the U.S. Government and/or the E.U. or other international bodies. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such sanctions, we may suffer reputational harm and our results of operations may be adversely affected.

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Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations, and with respect to the JCPOA, the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JCPOA. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our ordinary shares may adversely affect the price at which our ordinary shares trade. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our ordinary shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition.
Maritime claimants could arrest our vessels, which would have a negative effect on our cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo, secured lenders, and other parties may be entitled to a maritime lien against the relevant vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay large sums of money to have the arrest lifted, which would have a negative effect on our cash flows.
In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our ships.
Governments could requisition our vessels during a period of war or emergency, which may negatively impact our business, financial condition, results of operations and available cash.
A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and available cash.
Technological innovation could reduce our charterhire income and the value of our vessels.
The charterhire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charterhire payments we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our results of operations and financial condition could be adversely affected.


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Risk Factors Relating to Our Company
We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.
As of March 19, 2018, we employed 39 of our vessels in either the spot market or in a spot market-oriented tanker pool, including 24 vessels in the Tankers International Pool, or the TI Pool, a spot market-oriented pool in which we were a founding member in 2000, exposing us to fluctuations in spot market charter rates. We will also enter into spot charters in the future. Further, it is our intention to employ as soon as commercially practicable all of the vessels that we will acquire from Gener8 Maritime, Inc. in the proposed Merger (as defined herein) on the spot markets, including within the TI Pool. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. For example, over the past seven years, VLCC spot market rates on the route from Arabian Gulf to Japan expressed as a time charter equivalent have ranged from negative values to a high of $114,148 per day, and in March 2018 are so far averaging $7,728 per day on the new benchmark route between the Middle East Gulf and China. The VLCC benchmark route from the AG to the Far East was changed by the Baltic in 2018 from discharging in Japan to discharging in China, to better reflect current trading patterns in the VLCC market.The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.
We may not be able to renew or obtain new and favorable charters for our vessels whose charters are expiring or are terminated, which could adversely affect our revenues and profitability.
Our ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected. As of March 19, 2018, we employed 8 vessels on time charters, all of which expire in 2018.
The markets in which we compete experience fluctuations in the demand. Upon the expiration or termination of their current charters, we may not be able to obtain charters for our vessels currently employed and there may be a gap in employment of the vessels between current charters and subsequent charters. In particular, if oil and natural gas prices are low, or if it is expected that such prices will decrease in the future, at a time when we are seeking to arrange charters for our vessels, we may not be able to obtain charters at attractive rates or at all.
If the charters which we receive for the reemployment of our current vessels are less favorable, we will recognize less revenue from their operations. Our ability to meet our cash flow obligations will depend on our ability to consistently secure charters for our vessels at sufficiently high charter rates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing charters or we may be forced to enter into charters at unattractive rates, which would adversely affect our results of operations and financial condition.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
We have entered into, and may enter in the future, various contracts, including shipbuilding contracts, credit facilities, charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels and various expenses. For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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The failure of our charterers to meet their obligations under our charter agreements, on which we depend for our revenues, could cause us to suffer losses or otherwise adversely affect our business.
The ability and willingness of each of our counterparties to perform their obligations under a time charter, spot voyage or other agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker shipping industry and the overall financial condition of the counterparties. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. Our customers may fail to pay charterhire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates given currently decreased tanker charter rate levels. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and compliance with covenants in our credit facilities.
Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.
We are currently party to shipbuilding contracts with Hyundai Heavy Industries Co. Ltd. in South Korea, or Hyundai, for the construction of four newbuilding Suezmax vessels, for an aggregate purchase price of $247.9 million, of which we have already made installment payments to Hyundai of $62.0 million as of March 19, 2018. These vessels are expected to be delivered to us in the course of 2018. We may, in the future, enter into additional construction contracts or purchase vessels that are under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.
If for any reason we default under our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realizing potential revenues from these vessels, we could also lose all or a portion of our investment, including the installment payments made to Hyundai, and we could be liable for penalties and damages under such contracts.
In addition, in the event a shipyard does not perform under its contract, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.
If we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth.
One of our strategies is to continue to grow by expanding our operations and adding to our fleet at attractive points in the cycle, including through mergers (such as our proposed Merger with Gener8) strategic alliances or joint ventures. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:
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identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;
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obtain financing;
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manage relationships with customers and suppliers;
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identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;
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integrate any acquired tankers or businesses successfully with our then-existing operations;
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attract, hire, train, integrate and retain qualified, highly trained personnel and crew to manage and operate our growing business and fleet;

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identify additional new markets;
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enhance our customer base;
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improve our operating, financial and accounting systems and controls; and
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obtain required financing for our existing and new operations.
Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations. We may incur unanticipated expenses as an operating company. Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet. Finally, additional acquisitions may require additional equity issuances or debt issuances, both of which could reduce our cash flow. If we are unable to execute the points noted above, our financial condition may be adversely affected.
Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our commercial and technical managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.
An increase in operating costs would decrease earnings and available cash.
Under time charters the charterer is responsible for voyage expenses and the owner is responsible for the vessel operating costs. Under our spot charters, we are responsible for vessel operating expenses. When our owned vessels are operated in the spot market, we are also responsible for voyage expenses and vessel costs. Our vessel operating expenses include the costs of crew, provisions, deck and engine stores, insurance and maintenance and repairs, which expenses depend on a variety of factors, many of which are beyond our control. Voyage expenses include bunkers (fuel), port and canal charges. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.
Changes in fuel, or bunkers, prices may adversely affect our profits.
Fuel, or bunkers, is typically the largest expense in our shipping operations for our vessels which operate on voyage charter and changes in the price of fuel may therefore adversely affect our profitability. The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel and in particular fuel that is reducing sulfur emission may become much more expensive in the future, which may reduce our profitability. We currently do not hedge our exposure to the fluctuating price of bunkers.
If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker market, which would negatively affect our financial condition and our ability to expand our business.
The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive and reduced demand for transportation of oil and oil products could lead to increased competition. Competition arises primarily from other tanker owners, including major oil companies and national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to the charterers. We will have to compete with other tanker owners, including major oil companies as well as independent tanker companies.
Our market share may decrease in the future. If we expand our business or provide new services in new geographic regions, we may not be able to compete profitably. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

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A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.
We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2017, Valero Energy Corporation, or Valero, accounted for 10%, Total S.A., or Total, accounted for 6% and Petroleo Brasileiro S.A. accounted for 6% of our total revenues in our tankers segment. In addition, our only FSO customer as of December 31, 2017 was North Oil Company. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer's failure to make charter payments to us because of financial inability, disagreements with us or otherwise. The ability of each of our counterparties to perform its obligations under a charter with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker industry and the overall financial condition of the counterparty. Should a counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under that charter and could sustain losses, which could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends, if any.

In addition, a charterer may exercise its right to terminate the charter if, among other things:
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the vessel suffers a total loss or is damaged beyond repair;
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we default on our obligations under the charter, including prolonged periods of vessel off-hire;
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war or hostilities significantly disrupt the free trade of the vessel;
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the vessel is requisitioned by any governmental authority; or
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a prolonged force majeure event occurs, such as war or political unrest, which prevents the chartering of the vessel.
In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications. For example, charterhire may be reduced if the average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period.
If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favorable to us as our current charters, or at all. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charterhire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.
Our FSO service contracts may not permit us to fully recoup our cost increases in the event of a rise in expenses.
Our FSO service contracts have dayrates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to recompense us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions. In addition, the adjustments are normally performed on an annual basis. For these reasons, the timing and amount received as a result of the adjustments may differ from the timing and amount of expenditures associated with actual cost increases, which could adversely affect our results of operations and financial condition and ability to pay dividends, if any, to our shareholders.
Currently, we operate our FSOs offshore Qatar, which has fields whose production lives deplete over time and as a result, overall activity may decline faster than anticipated.
We currently operate our FSOs offshore Qatar, which has fields whose production lives deplete over time, and as a result, the overall activity in such fields may decline faster than anticipated. There are increased costs associated with retiring old oil and gas installations, which may threaten to slow the development of the region's remaining resources.

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The purchase and operation of secondhand vessels expose us to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.
Our current business strategy includes additional growth through the acquisition of new and secondhand vessels. While we try to inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, as is customary in the shipping sector, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, which could lead to older vessels being less desirable for charterers.
Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
We will be required to make additional capital expenditures to expand the number of vessels in our fleet and to maintain all our vessels, which will be dependent on additional financing.
Our business strategy is based in part upon the expansion of our fleet through the purchase of additional vessels at attractive points in the cycle. If we are unable to fulfill our obligations under any memorandum of agreement or newbuilding construction contract for future vessel acquisitions, the sellers of such vessels may be permitted to terminate such contracts and we may forfeit all or a portion of the down payments we already made under such contracts and we may be sued for any outstanding balance.
In addition, we will incur significant maintenance costs for our existing and any newly-acquired vessels. A newbuilding vessel must be drydocked within five years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs. We estimate the cost to drydock a vessel to be between $0.75 and $2.5 million, depending on the size and condition of the vessel and the location of drydocking and the special surveys to be performed.
We may be required to make significant investments in ballast water management which may have a material adverse effect on our future performance, results of operations, and financial position.
The IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, which aims to prevent the spread of harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control of ships' ballast water and sediments. The BWM Convention calls for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. In order to comply with IMO and U.S. ballast water regulations, we are required to install ballast water treatment plants on all vessels from March 2020 to June 2024. The cost of compliance per vessel for us is estimated to be between $1.6 and $2.0 million, depending on size of the vessel. Significant investments in ballast water treatment may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, at the end of a vessel's useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition, and available cash.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and available cash would be adversely affected. Any funds set aside for vessel replacement will reduce available cash.
Our ability to obtain additional financing may be dependent on the performance and creditworthiness of our then existing charters.
The actual or perceived credit quality of our charterers and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.

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We depend on our executive officers and other key employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.
We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.
Failure to obtain or retain highly skilled personnel could adversely affect our operations.
We require highly skilled personnel to operate our business, and will be required to hire additional highly trained personnel in connection with the operation of newly acquired vessels. Competition for skilled and other labor required for our operations has increased in recent years as the number of ocean-going vessels in the worldwide fleet has increased. If this expansion continues and is coupled with improved demand for seaborne shipping services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service vessels. Such developments could adversely affect our financial results and cash flow. Furthermore, as a result of any increased competition for people and risk for higher turnover, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents.
United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.
A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, our income from our time and voyage chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of "passive income."
There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the ordinary shares. See "Item 10. Additional Information—E. Taxation—Passive Foreign Investment Company Status and Significant Tax Consequences" for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

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We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.
Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty.
We and our subsidiaries continue to take the position that we qualify for either this statutory tax exemption or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares, or "5% Shareholders," owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.
If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.
We may also be subject to tax in other jurisdictions, which could reduce our earnings.
Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to dividends or other distributions made by us.
Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.
Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.—Belgium Treaty. The U.S.—Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.—Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—Belgium Treaty. The 5% withholding tax applies in cases where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.—Belgium Treaty.

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Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.
The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income. Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (which is, on the basis of the tonnage of the vessels it operates), rather than on the basis of our accounting results, as adjusted, for Belgian corporate income tax purposes. This tonnage tax regime was initially granted for 10 years, and was renewed for an additional 10-year period in 2013. In addition, with respect to certain of our vessels operating under the Greek flag, we benefit from a similar tonnage tax regime in Greece. Our two subsidiaries that were formed in connection with our vessel acquisitions in 2014, Euronav Shipping NV and Euronav Tankers NV are as from January 1, 2016 also subject to the Belgian Tonnage Tax regime. We cannot assure you that we will be able to take advantage of past tax benefits built up in those companies, which can only be claimed upon an eventual return to the Belgian corporate income tax regime.
Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results. In 2017 and early 2018 the Company took note of the correspondence between the Belgian authorities and the European Commission within the framework of request for extension of the state aid to the maritime industry by the State of Belgium. Based on the actual draft law, which includes the legislative changes as requested by the Commission, has been reviewed by the Company, we do not expect any adverse effect of these changes to our existing tonnage tax regime.
Insurance may be difficult to obtain, or if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.
We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.
In addition, changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain due to increased premiums or reduced or restricted coverage for losses caused by terrorist acts generally.
Because we obtain some of our insurance through protection and indemnity associations, which result in significant expenses to us, we may be required to make additional premium payments.
We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
We had $964.6 million and $1,159.0 million of indebtedness as of December 31, 2017 and December 31, 2016 , respectively, and expect to incur additional indebtedness as we take delivery of the two vessels that are currently under construction and further expand our fleet. Borrowing under our credit facilities requires us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:
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seeking to raise additional capital;

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refinancing or restructuring our debt;
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selling tankers; or
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reducing or delaying capital investments.
However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that our debt, totally or partially, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.
Adverse market conditions could cause us to breach covenants in our credit facilities and adversely affect our operating results.
The market values of tankers have generally been depressed. The market prices for tankers declined significantly from historically high levels reached in early 2008 and remain at relatively low levels. You should expect the market value of our vessels to fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charterhire rates, competition from other tanker companies and other modes of transportation, types, sizes and ages of vessels, applicable governmental regulations and the cost of newbuildings. We believe that the current aggregate market value of our vessels will be in excess of loan to value amounts required under our credit facilities. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than between 100% and 125%, depending on the applicable credit facility, of the aggregate principal amount outstanding under the loan. We were in compliance with these requirements as of December 31, 2017 and as of the date of this annual report.
A decrease in vessel values or a failure to meet this ratio could cause us to breach certain covenants in our existing credit facilities and future financing agreements that we may enter into from time to time. If we breach such covenants and are unable to remedy the relevant breach or obtain a waiver, our lenders could accelerate our debt and foreclose on our owned vessels. Additionally, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel's carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, ultimately leading to a reduction in earnings.
We may be unable to comply with the restrictions and financial covenants in the agreements governing our indebtedness or any future financial obligations, including the loan agreements that our 50%-owned joint ventures have entered or may enter into, that impose operating and financial restrictions on us.
Our agreements governing our indebtedness, including the loan agreements that our 50%-owned joint ventures have entered into, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio. In addition, certain of our credit facilities will require us to satisfy certain other financial covenants, which require us to, among other things, maintain:
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an amount of current assets, which may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year,  that, on a consolidated basis, exceeds our current liabilities;
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an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
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an aggregate cash balance of at least $30.0 million; and
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a ratio of stockholders' equity to total assets of at least 30%.
In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:
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effect changes in management of our vessels;
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transfer or sell or otherwise dispose of all or a substantial portion of our assets;

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declare and pay dividends if there is or will be, as a result of the dividend, an event of default or breach of a loan covenant; and
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incur additional indebtedness.
A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.
As of December 31, 2017 and as of the date of this annual report, we were in compliance with the financial covenants contained in our debt agreements.
For more information, please read "Item 5. Operating and Financial Review and Prospects."
The contribution of our joint ventures to our profits and losses may fluctuate, which could have a material adverse effect on our business, financial condition, results of operation and cash flows. 
We currently own an interest in two of our vessels through 50%-owned joint ventures, together with other third-party vessel owners and operators in our industry. Our ownership in these joint ventures is accounted for using the equity method, which means that our allocation of profits and losses of the applicable joint venture is included in our consolidated financial statements. The contribution of our joint ventures to our profits and losses may fluctuate, including the dividends that we may receive from such entities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2017, the joint venture loan agreement has been repaid in full.

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We are exposed to volatility in the London Interbank Offered Rate ("LIBOR"), and we have and we intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.
The amounts outstanding under our senior secured credit facilities have been, and amounts under additional credit facilities that we may enter in the future will generally be, advanced at a floating rate based on LIBOR, which has been volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, LIBOR has been at relatively low levels, and may rise in the future as the current low interest rate environment comes to an end. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses.
We have previously entered into and may selectively in the future enter into derivative contracts to hedge our overall exposure to interest rate risk exposure. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs and recognize losses on such arrangements in our financial statements. See "Item 5. Operating and Financial Review and Prospects" for a description of our interest rate swap arrangements.
Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.
As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our operating costs being expressed in currencies other than U.S. dollars, primarily in Euro. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency, which could lead to fluctuations in our results of operations.
Our costs of operating as a public company are significant, and our management is required to devote substantial time to complying with public company regulations.
In January 2015, we became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and as such, we have significant legal, accounting and other expenses that we did not incur previously. In 2016, we became subject to the requirements as directed by Section 404(b) of the Sarbanes-Oxley Act of 2002, requiring an auditor attestation with respect to our internal control over financial reporting (ICOFR). These reporting obligations impose various requirements on US registered public companies, including changes in corporate governance practices, and these requirements may continue to evolve. We and our management personnel, and other personnel, if any, devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we need to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our compliance with Section 404 has and may continue to require us to incur substantial expenses and significant management efforts.
We depend on directors who are associated with affiliated companies, which may create conflicts of interest.
Certain of our directors are associated with affiliated companies, which may create conflicts of interest. Because these directors owe fiduciary duties to both us and other related parties, conflicts of interest may result in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for other related parties than they do for us. Any such conflicts of interest could adversely affect our business, financial condition and results of operations and the trading price of our ordinary shares. For further discussion of transactions with, or involving, our directors that may give rise to potential conflicts of interest, please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions."

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A shift in consumer demand from oil towards other energy sources or changes to trade patterns for oil and oil products may have a material adverse effect on our business.
A significant portion of our earnings are related to the oil industry.  A shift in the consumer demand from oil towards other energy resources such as wind energy, solar energy, water energy or nuclear energy will potentially affect the demand for our vessels.  This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
An inability to effectively time investments in and divestments of vessels could prevent the implementation of our business strategy and negatively impact our results of operations and financial condition.
Our strategy is to own and operate a fleet large enough to provide global coverage, but no larger than what the demand for our services can support over a longer period by both contracting newbuildings and through acquisitions and disposals in the secondhand market. Our business is greatly influenced by the timing of investments and/or divestments and contracting of newbuildings. If we are unable to identify the optimal timing of such investments, divestments or contracting of newbuildings in relation to the shipping value cycle due to capital restraints, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.
We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
        The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber-terrorists. We rely on industry accepted security & control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows. Furthermore, as from May 25, 2018, data breaches on personal data as defined in the General Data Protection Regulation 2016/679 (EU), could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.

Risk Factors Relating to Our Proposed Merger with Gener8

Completion of the Merger is subject to a number of other conditions, and if these conditions are not satisfied or waived, the Merger will not be completed.

On December 20, 2017, the Company, Gener8 Maritime. Inc.,  a corporation organized under the laws of the Republic of the Marshall Islands ("Gener8") and Euronav MI Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly-owned subsidiary of the Company (the “Merger Sub”) entered into an agreement and plan of merger (the "Merger Agreement") to govern a stock-for-stock merger (the "Merger") for the entire issued and outstanding share capital of Gener8.

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Our obligations and the obligations of Gener8 to complete the merger are subject to satisfaction or waiver of a number of conditions including, among other conditions: (i) approval of the Merger Agreement and the related transactions, including the appointment of an exchange agent to, among other things, act as agent for the Merger, by holders of a majority of the outstanding Gener8 common shares at a special meeting, (ii) Gener8 obtaining certain consents and waivers under its applicable credit agreements and related transaction documents to allow the Merger to be properly entered into without causing a breach of any of the terms of such agreements, (iii) approval for the listing on the New York Stock Exchange of our ordinary shares to be issued in the Merger, (iv) our registration statement on Form F-4 being declared effective under the Securities Act by the SEC; (v) absence of any applicable law or order that prohibits completion of the transaction, (vi) accuracy of the representations and warranties made in the Merger Agreement by the other party, subject to certain materiality qualifications, (vii) performance in all material respects by the other party of the material obligations required to be performed by it at or prior to completion of the transaction, and (viii) the absence of a material adverse effect on the other party.
There can be no assurance that the conditions to completion of the Merger will be satisfied or waived or that other events will not intervene to delay or result in the failure to complete the Merger.
We may fail to realize the anticipated benefits of the Merger.
We believe that the Merger will provide benefits to the combined company resulting from the Merger. However, there is a risk that some or all of the expected benefits of the Merger may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including but not limited to the strength or weakness of the economy and competitive factors in the areas where we and Gener8 do business, the effects of competition in the markets in which Euronav or Gener8 operate, and the impact of changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic or foreign operations. The challenge of coordinating previously separate businesses makes evaluating the business and future financial prospects of the combined company following the Merger difficult. We and Gener8 have operated and, until completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or dividends. The past financial performance of each of us and Gener8 may not be indicative of their future financial performance. Realization of the anticipated benefits in the Merger will depend, in part, on the combined company’s ability to successfully integrate the two businesses. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the Merger. The coordination process may also result in additional and unforeseen expenses.
Failure to realize all of the anticipated benefits of the Merger may impact the financial performance of the combined company, the price of our ordinary shares and our ability to pay dividends, which will be at the discretion of its board of directors in accordance with Euronav’s dividend policy. In addition, even if we do not realize the anticipated benefits of the merger, we would remain liable for significant transaction costs, including legal, accounting and financial advisory fees. Any delay in completing the Merger may significantly reduce the benefits that we expect to achieve if they successfully complete the Merger within the expected timeframe and integrate their respective businesses.
The announcement and pendency of the Merger could adversely affect our businesses, results of operations and financial condition.
The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding our businesses, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the Merger is completed. In particular, we could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Merger is consummated and for a period of time thereafter. In addition, we have expended, and continue to expend, significant management resources, in an effort to complete the Merger, which are being diverted from our day-to-day operations.
If the Merger is not completed, the price of our ordinary shares may fall to the extent that the current price of their shares reflects a market assumption that the Merger will be completed. In addition, the failure to complete the Merger may result in negative publicity or a negative impression of us in the investment community and may affect our relationships with employees, customers, suppliers, lenders and other partners in the business community.

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We will incur significant transaction and integration-related costs in connection with the merger.
We expect to incur a number of non-recurring costs associated with the merger and combining Gener8’s operations into our operations. We will incur significant transaction costs and integration-related fees and costs related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We continue to assess the amount of these costs, and additional unanticipated costs may be incurred in the Merger. Although we expect to realize other efficiencies related to the integration of us with Gener8 which may allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
The termination of the Merger Agreement could negatively impact us.
If the Merger is not completed for any reason, including as a result of Gener8’s shareholders failing to approve the Merger Agreement, our ongoing business may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, we may be subject to a number of risks, including the following:
•
we may experience negative reactions from the financial markets, including a decline of our share price (which may reflect a market assumption that the Merger will be completed);
•
we may experience negative reactions from the investment community, its respective customers and employees and other partners in the business community;
•
we may be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and
•
matters relating to the Merger will have required substantial commitments of time and resources by our management, which would otherwise have been devoted to our day-to-day operations and other opportunities that may have been beneficial had the Merger not been contemplated.

The Merger Agreement could lead to financing restrictions and changes in covenants.
We will assume or repay a substantial part of the existing indebtedness of Gener8 if the Merger is completed, which may impose additional operating and financial restrictions on us (beyond those that currently exist) which, together with the resulting debt services obligations, could significantly limit the combined company’s ability to execute its business strategy, and increase the risk of default under its debt obligations after the Merger is completed.
As of December 31, 2017, we intend to assume $1,358.0 million of the existing indebtedness of Gener8 in connection with the completion of the Merger. Gener8’s current secured credit facilities require it to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in Gener8’s fleet in relation to the indebtedness outstanding. Gener8 is reasonably likely, absent waivers or amendments from its senior secured lenders, to be in breach of certain financial covenants in its senior secured credit facilities as early as the end of the first quarter of 2018, subject to the completion of covenant testing. Although Gener8 has requested a waiver from its lenders for the potential breach, such waiver might not obtained before the Merger is consummated.
Because some of the ratios and covenants set minimum values for the vessels in respect of the indebtedness outstanding, should vessel values decline in the future for any reason whatsoever, including due to declines in charter rates, the combined company may be required to take action to reduce its debt or to act in a manner contrary to its business objectives to meet any such financial ratios and satisfy any such financial covenants. Additionally, some of the ratios and covenants require the combined company to (i) maintain minimum levels of liquidity and interest expense coverage and (ii) not exceed the maximum level of leverage specified therein. Events beyond the combined company’s control, including changes in the economic and business conditions in the shipping markets in which the combined company will operate, may affect its ability to comply with these covenants. No assurance can be provided that the combined company will meet its financial or other covenants or that its lenders will waive any failure to do so.

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Additionally, the terms of Gener8’s existing indebtedness place certain restrictions on the operations of the obligors thereunder, including restrictions on incurring additional indebtedness and liens, disposal of assets and chartering arrangements. These covenants, along with the financial covenants discussed above, may adversely affect the combined company’s ability to finance future operations or limit its ability to pursue certain business opportunities or take certain corporate actions. The covenants may also restrict the combined company’s flexibility in planning for, or reacting to, changes in its business and the industry and make it more vulnerable to economic downturns and adverse developments. A breach of any of the covenants in, or the combined company’s inability to maintain the required financial ratios under, its credit facilities would prevent it from borrowing additional money under its credit facilities and could result in a default under its credit facilities. If a default occurs under the combined company’s credit facilities, the lenders could elect to declare the issued and outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of the combined company’s assets. Furthermore, the combined company’s debt agreements contain cross-default provisions, whereby a default by the combined company under one of its debt agreements would automatically be an event of default under other debt agreements. Such cross defaults could result in the acceleration of the maturity of the debt under these agreements and the lenders thereunder may foreclose upon any collateral securing that debt, including the combined company’s vessels. In the event of such acceleration or foreclosure, the combined company might not have sufficient funds or other assets to satisfy all of its obligations, which would have a material adverse effect on its business, results of operations and financial condition.
Following the completion of the Merger, the combined company’s ability to meet its cash requirements, including the combined company’s debt service obligations, will be dependent upon its operating performance, which will be subject to general economic and competitive conditions and to financial, business and other factors affecting its operations, many of which are or may be beyond the combined company’s control. The combined company cannot provide assurance that its business operations will generate sufficient cash flows from operations to fund these cash requirements and debt service obligations. If the combined company’s operating results, cash flow or capital resources prove inadequate, it could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt and other obligations. If the combined company is unable to service its debt, it could be forced to reduce or delay planned expansions and capital expenditures, sell assets, restructure or refinance its debt or seek additional equity capital. The combined company may be unable to take any of these actions on satisfactory terms or in a timely manner which could result in the combined company entering bankruptcy proceedings. Further, any of these actions may not be sufficient to allow the combined company to service its debt obligations or may have an adverse impact on its business. The combined company’s debt agreements may limit its ability to take certain of these actions. The combined company’s failure to generate sufficient operating cash flow to pay its debts or to successfully undertake any of these actions could have a material adverse effect on the combined company. These risks may be increased as a result of the increased amount of indebtedness of the combined company following the completion of the Merger.
In addition, the degree to which the combined company may be leveraged as a result of the indebtedness assumed in connection with the Merger or otherwise could materially and adversely affect its ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, could make the combined company more vulnerable to general adverse economic, regulatory and industry conditions, and could limit its flexibility in planning for, or reacting to, changes and opportunities in the markets in which it competes.
Additional information concerning the risks, uncertainties and assumptions associated with the Merger can be found in the section entitled “Risk Factors” contained in our preliminary joint proxy statement/prospectus on Form F-4 (Registration No. 333-223039), as amended and supplemented, that was initially filed with the SEC on February 14, 2018, and as may be subsequently amended.

Risk Factors Relating to an Investment in Our Ordinary Shares
Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.
The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors, fabricated news and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, it could have an adverse effect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.

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We cannot assure you that we will declare or pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.
Our Board of Directors may from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. The declaration and payment of dividends, if any, will always be subject to the approval of either our Board of Directors (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends").
Dividends, if any, will be paid in two installments: first as an interim dividend based on the results of the first 6 months of our fiscal year, then as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital done over the same period.
Pursuant to the dividend policy set out above, our Board of Directors will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.
In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.
Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.
As of December 31, 2017, our issued (and fully paid up) share capital was $173,046,122.14 which was represented by 159,208,949 ordinary shares, and our Board of Directors is authorized to increase share capital in one or several times by a total maximum of $150,000,000 for a period of five years as from June 19, 2015. Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.
We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.
We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.
For example, there are no statutory dissenters' rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the company's behalf, are more limited than in the United States.
Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.
Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:

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•
the effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;
•
the judgment did not violate the rights of the defendant;
•
the judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;
•
the judgment is not subject to further recourse under U.S. law;
•
the judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;
•
a claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;
•
the Belgian courts did not have exclusive jurisdiction to rule on the matter;
•
the U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and
•
the judgment submitted to the Belgian court is authentic.

ITEM 4.    INFORMATION ON THE COMPANY
A.            History and Development of the Company
Euronav NV was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term, and grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry: Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic Shipping Enterprises Ltd., or Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name "Euronav" in 1989. Our Company has the legal form of a public limited liability company ( naamloze vennootschap / société anonyme ).
Our principal shareholder is Marc Saverys, individually or through Saverco NV, or Saverco, an entity controlled by him. The Saverys family has had a continuous presence in the shipping industry since the early nineteenth century. The Saverys family owned a shipyard which was founded in 1829, owned and operated various shipowning companies since the 1960s, and acquired CMB in 1991.
Our ordinary shares have traded on Euronext Brussels since December 2004.  In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and our ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.  Our ordinary shares currently trade on the NYSE and Euronext Brussels under the symbol "EURN."
For information about the development of our fleet, please see Item 5. Operating and Financial Review and Prospects—Fleet Development."

B.            Business Overview
We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. As of March 19, 2018, we owned or operated a modern fleet of 53 vessels (including four chartered-in vessels, four to be delivered in 2018) with an aggregate carrying capacity of approximately 13.4 million deadweight tons, or dwt, consisting of 28 very large crude carriers, or VLCCs, one V-plus, 22 Suezmax vessels (including four under construction as of March 19, 2018), and two floating, storage and offloading vessels, or FSOs (both owned through 50/50 joint ventures).  The average age of our fleet as of March 19, 2018 was approximately 9.0 years, as compared to an industry average age as of March 19, 2018 of approximately 9.4 years for the VLCC fleet and 9.5 years for the Suezmax fleet.

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We currently charter our vessels, non-exclusively, to leading international energy companies, such as North Oil Company, or NOC, (whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited), Total and Valero, although there is no guarantee that these companies will continue their relationships with us. We pursue a chartering strategy that seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component. We principally employ our VLCCs through the TI Pool, a spot market-oriented pool in which we were a founding member in 2000. As of March 19, 2018, 15 of our vessels were employed directly in the spot market, 24 of our vessels were employed in the TI Pool, 8 of our vessels were employed on long-term charters, of which the average remaining duration is 4 months, including five with profit sharing components, and our two FSOs were employed on long-term service contracts. While we believe that our chartering strategy allows us to capitalize  on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates decline. At times when the freight market may become more challenging, we will try to timely shift our exposure to more time charter contracts and potentially dispose of some of our assets which should provide us with incremental stable cash flows and stronger utilization rates supporting our business during periods of market weakness. We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the years 2010 to 2013 or/and seen since the last quarter of 2017.
Developments in 2017
On April 20, 2017 we signed two long-term time charter contracts, each with a term of seven years with Valero Energy Inc. for the employment of two Suezmax vessels with specialized Ice Class 1C capability. The charters are expected to commence in late 2018. In connection with entry charter contracts, on April 27, 2017 we entered into newbuilding contracts for the construction of two high specification Ice Class Suezmax vessels from Hyundai shipyard in South Korea. These vessels have a substantially increased steel structure that enables a ship to navigate through sea ice and are equipped with specific emissions controls and other bespoke operational capabilities. Delivery of these vessels is expected in the second half of 2018 when each of the time charter contracts will begin. 
On May 11, 2017, our General Meeting of Shareholders approved the annual accounts for the year ended December 31, 2016, and a dividend of $0.22 per ordinary share. Taken into account the gross dividend of USD 0.55 per share paid on September 30, 2016 as interim dividend, this brings the total gross dividend paid in relation to 2016 to USD 0.77 per share.
     On May 14, 2017, our joint ventures with International Seaways, Inc. signed a five year contract for the FSO Africa and FSO Asia in direct continuation of the previous contractual service with Maersk Oil Qatar, which expired on September 21, 2017 and July 21, 2017, respectively. The contracts were signed with North Oil Company, the new operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. The new contracts for these custom-made three million barrels capacity units which have been significantly converted and that have been serving the Al-Shaheen field without interruption since 2010, have a duration of five years.
On May 31, 2017, Euronav Luxembourg SA, one of our wholly owned subsidiaries, completed a new senior unsecured bond issue of $150 million with a coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue will be used for general corporate purposes. We serve as guarantor of the bonds. On October 23, 2017, the bonds were listed on the Oslo Stock Exchange.
On June 6, 2017, we entered into an agreement, or the Dealer Agreement,with BNP Paribas Fortis SA/NV to act as arranger and dealer for a Belgian Multi-currency Short- Notes Program with a maximum outstanding amount of €50million. Pursuant to the terms of the Dealer Agreement, we may issue the treasury notes to the dealer from time to time upon such terms and such prices as we and the dealer agree. As of December 31, 2017 the outstanding balance under this program was €41.7 million or $50.0 million.
For information about acquisitions and dispositions of our vessels during 2017, please see Item. 5. Operating and Financial Review and Prospects-Fleet Development.

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Proposed Merger with Gener8 Maritime, Inc.
On December 20, 2017, the Company, Gener8 Maritime, Inc., which we refer to as Gener8, and Euronav MI Inc., which we refer to as Merger Sub, entered into the Merger Agreement to govern the Merger. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, the Merger Sub will merge with and into Gener8 and Gener8 will continue its corporate existence as a wholly-owned subsidiary of the Company. At the effective time of the Merger (the "Effective Time"), each issued and outstanding Gener8 common share will be canceled and automatically converted into the right to receive 0.7272 of an ordinary share of the Company (the "Exchange Ratio"). The Gener8 common shares will be contributed to the Company pursuant to applicable provisions of the Belgian Companies Code in a capital increase procedure referred to as a Contribution in Kind. Immediately following the Effective Time, the Company expects to issue approximately 60.9 million new ordinary shares to Gener8 shareholders, based on the Exchange Ratio, which are estimated to represent approximately 28% of the outstanding Euronav ordinary shares (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). The Exchange Ratio implies a premium of 35% paid on Gener8 shares based on the closing share prices on December 20, 2017.

The completion of the Merger is subject to the satisfaction of certain closing conditions, many of which are substantive and which have not been met as of the date of this annual report. The Merger is currently projected to close in the second quarter of 2018; however, there is no assurance that the Merger will be completed. The Merger is subject to, among other important conditions, (i) the approval of the Merger Agreement by Gener8 shareholders representing at least a majority of the issued and outstanding common shares of Gener8 at a special meeting, (ii) the consent of certain of Gener8’s lenders to assign certain debt facilities to the combined entity following the Merger, (iii) the effectiveness of a registration statement filed by the Company with the SEC to register our ordinary shares to be issued in the Merger and (iv) the approval for the listing of such shares on the NYSE.

If the Merger is completed, we will assume approximately $1,358.0 million of Gener8’s existing indebtedness (which was the amount outstanding as of December 31, 2017) in connection with the completion of the Merger. Gener8’s current secured credit facilities require it to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in Gener8’s fleet in relation to the indebtedness outstanding, which vary from the covenants and restrictions contained in our existing debt agreements and with which the combined company will be required to comply.

After the Merger, members of our Board of Directors and executive management will continue to serve in such positions of the combined company. In addition, pursuant to the Merger Agreement, we have agreed to take all actions necessary so that Mr. Steven Smith (a current director of Gener8) (or if Mr. Smith is unavailable, then such other person designated by a committee of Gener8’s disinterested directors who is reasonably satisfactory to Euronav, which acceptance shall not be unreasonably withheld) will, upon recommendation of our corporate governance and nomination committee, be proposed for election to serve on our Board of Directors at our next regularly scheduled annual general meeting. In connection with the proposed Merger, certain shareholders of Gener8, representing approximately 48% of the issued and outstanding share of Gener8 as of the date of this annual report, have entered into certain voting agreements pursuant to which these shareholders, subject to the terms and conditions of such voting agreements, to appear (in person or by proxy) at any meeting of the shareholders convened for the purpose of approving the Merger Agreement and to vote their Gener8 common shares in favor of the Merger Agreement and the related transactions.

Concurrently with the execution of the Merger Agreement, the Company and Gener8 executed and delivered three memoranda of agreement which contemplate the purchase by us of three vessels from Gener8 at a total purchase price of  $220.9 million if the Merger is not consummated, other than as a result of a breach of the Merger Agreement by us. A portion of the purchase price of each of the three vessels can be offset by up to one-third of the $39 million termination fee contemplated by the Merger Agreement payable by Gener8 in the case of a termination of the Merger Agreement in circumstances that trigger the termination fee.


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We expect to enter into an agreement with International Seaways, Inc., or International Seaways, an unaffiliated third-party, pursuant to which International Seaways would, subject to the consummation of the Merger, among other conditions, purchase from us up to six VLCC vessels (the “Gener8 VLCC Vessels”) and their respective special purpose vehicles for an aggregate purchase price of up to $434 million part of which is expected to be by assuming the outstanding debt related to those vessels. The purchase by International Seaways of the Gener8 VLCC Vessels is subject to the consent of International Seaways’ existing lenders. If such lenders do not consent to International Seaways’ purchase of the Gener8 VLCC Vessels, Seaways will nevertheless buy the Gener8 VLCC Vessels and their respective special purpose vehicles for the same aggregate purchase price and may or may not assume the debt related to those vessels and we expect to repurchase two of the Gener8 VLCC Vessels from International Seaways for cash consideration of $143 million and we may also prepay all or part of the  outstanding debt obligations associated with those VLCCs and subject to certain other conditions.  The Gener8 VLCC Vessels, which have an average age of 1.7 years as of the date the Merger Agreement, are expected to be delivered to the buyer during the second fiscal quarter of 2018. The sale of the Gener8 VLCC Vessels is subject to definitive documentation.

Following the completion of the proposed Merger with Gener8 and assuming the proposed sale of six VLCCs to International Seaways, it is expected that the combined company resulting from the Merger will own and operate a combined fleet, or the Combined Fleet, with an average age of approximately 7.71 years (estimated as of March 19, 2018), an aggregate carrying capacity of approximately 19.1 million deadweight tons, or dwt and consisting of one V-Plus crude carrier, 43 very large crude carriers, or VLCCs (including four vessels that we charter-in), 28 Suezmax vessels (which include the newbuilding delivered to us on March 26, 2018 and the remaining three newbuildings expected to be delivered in 2018), two Panamax vessels, one Aframax vessel, and two floating, storage and offloading vessels, or FSOs (in which we hold a 50% ownership interest).

It is our intention to employ as soon as commercially practicable all of the Gener8 vessels either in commercial pools, on time charters or in the spot market, consistent with the strategy currently employed by us, as described below under the heading "Employment of Our Fleet." Generally, the Combined Fleet will be technically and commercially managed as described below under the heading “Technical and Commercial Management of Our Vessels." As a result of the Merger, a larger proportion of the vessels in the Combined Fleet may be managed by third-party managers than the proportion of vessels in our fleet that were managed by third-party managers prior to the Merger.

For additional information on the Proposed Merger with Gener8, including the risks associated with the Merger, please see our preliminary joint proxy statement/prospectus on Form F-4 (Registration No. 333-223039), as amended and supplemented, that was initially filed with the SEC on February 14, 2018, and as may be subsequently amended. Please also refer to Item 3. Key Information-D. Risk Factors".



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Our Fleet
Set forth below is certain information regarding our fleet as of March 19, 2018.
Vessel Name
 
Type
 
Deadweight Tons (dwt)
 
Year Built
 
Shipyard (1)
 
Charterer
 
Employment
 
Charter Expiry Date (2)
Owned Vessels
 

 

 

 

 

 

 

TI Europe
 
V-Plus
 
441,561
 
2002

 
Daewoo
 
Statoil
 
Time Charter
 
Mar-18
Sandra
 
VLCC
 
323,527
 
2011

 
STX
 

 
TI Pool
 
N/A
Sara
 
VLCC
 
323,183
 
2011

 
STX
 
Total
 
Time Charter (3)
 
Nov-18
Alsace
 
VLCC
 
320,350
 
2012

 
Samsung
 

 
TI Pool
 
N/A
TI Hellas
 
VLCC
 
319,254
 
2005

 
Hyundai
 
Petrobras
 
Time Charter
 
Nov-18
Ilma
 
VLCC
 
314,000
 
2012

 
Hyundai
 

 
TI Pool
 
N/A
Simone
 
VLCC
 
313,988
 
2012

 
STX
 

 
TI Pool
 
N/A
Sonia
 
VLCC
 
314,000
 
2012

 
STX
 

 
TI Pool
 
N/A
Ingrid
 
VLCC
 
314,000
 
2012

 
Hyundai
 

 
TI Pool
 
N/A
Iris
 
VLCC
 
314,000
 
2012

 
Hyundai
 

 
TI Pool
 
N/A
Nautic
 
VLCC
 
307,284
 
2008

 
Dalian
 

 
TI Pool
 
N/A
Newton
 
VLCC
 
307,284
 
2009

 
Dalian
 

 
TI Pool
 
N/A
Nectar
 
VLCC
 
307,284
 
2008

 
Dalian
 

 
TI Pool
 
N/A
Noble
 
VLCC
 
307,284
 
2008

 
Dalian
 

 
TI Pool
 
N/A
V.K. Eddie
 
VLCC
 
305,261
 
2005

 
Daewoo
 
Petrobras
 
Time Charter
 
Aug-18
Hojo
 
VLCC
 
302,965
 
2013

 
JMU
 

 
TI Pool
 
N/A
Hakone
 
VLCC
 
302,624
 
2010

 
Universal
 

 
TI Pool
 
N/A
Hirado
 
VLCC
 
302,550
 
2011

 
Universal
 

 
TI Pool
 
N/A
Hakata
 
VLCC
 
302,550
 
2010

 
Universal
 
Total
 
Time Charter (3)
 
Sep-18
Antigone
 
VLCC
 
299,421
 
2015

 
Hyundai
 

 
TI Pool
 
N/A
Anne
 
VLCC
 
299,533
 
2016

 
Hyundai
 

 
TI Pool
 
N/A
Alex
 
VLCC
 
299,445
 
2016

 
Hyundai
 

 
TI Pool
 
N/A
Alice
 
VLCC
 
299,320
 
2016

 
Hyundai
 

 
TI Pool
 
N/A
Aquitaine
 
VLCC
 
298,767
 
2017

 
Hyundai
 

 
TI Pool
 
N/A
Ardeche
 
VLCC
 
298,642
 
2017

 
Hyundai
 

 
TI Pool
 
N/A
Cap Diamant
 
Suezmax
 
160,044
 
2001

 
Hyundai
 

 
Spot
 
N/A
Cap Pierre
 
Suezmax
 
159,083
 
2004

 
Samsung
 

 
Spot
 
N/A
Cap Leon
 
Suezmax
 
159,049
 
2003

 
Samsung
 
Valero
 
Time Charter (3)
 
Jul-18
Cap Philippe
 
Suezmax
 
158,920
 
2006

 
Samsung
 

 
Spot
 
N/A
Cap Guillaume
 
Suezmax
 
158,889
 
2006

 
Samsung
 

 
Spot
 
N/A
Cap Charles
 
Suezmax
 
158,881
 
2006

 
Samsung
 

 
Spot
 
N/A
Cap Victor
 
Suezmax
 
158,853
 
2007

 
Samsung
 

 
Spot
 
N/A
Cap Lara
 
Suezmax
 
158,826
 
2007

 
Samsung
 

 
Spot
 
N/A
Cap Theodora
 
Suezmax
 
158,819
 
2008

 
Samsung
 

 
Spot
 
N/A
Cap Felix
 
Suezmax
 
158,765
 
2008

 
Samsung
 

 
Spot
 
N/A
Fraternity
 
Suezmax
 
157,714
 
2009

 
Samsung
 

 
Spot
 
N/A
Felicity
 
Suezmax
 
157,667
 
2009

 
Samsung
 

 
Spot
 
N/A
Capt. Michael
 
Suezmax
 
157,648
 
2012

 
Samsung
 

 
Spot
 
N/A
Maria
 
Suezmax
 
157,523
 
2012

 
Samsung
 

 
Spot
 
N/A
Cap Quebec (7)
 
Suezmax
 
156,600
 
2018

 
Hyundai
 
Valero
 
Time Charter (3) (6)
 
May-25
Hull S910 (4)
 
Suezmax
 
156,600
 
2018

 
Hyundai
 
Valero
 
Time Charter (3) (6)
 
N/A
Hull S911 (4)
 
Suezmax
 
156,600
 
2018

 
Hyundai
 
Valero
 
Time Charter (3) (6)
 
N/A
Hull S912 (4)
 
Suezmax
 
156,600
 
2018

 
Hyundai
 
Valero
 
Time Charter (3) (6)
 
N/A
Finesse
 
Suezmax
 
149,994
 
2003

 
Universal
 

 
Spot
 
N/A
Filikon
 
Suezmax
 
149,989
 
2002

 
Universal
 

 
Spot
 
N/A
Cap Romuald
 
Suezmax
 
146,640
 
1998
 
Samsung
 
Valero
 
Time Charter (3)
 
May-18
Cap Jean
 
Suezmax
 
146,643
 
1998

 
Samsung
 
Valero
 
Time Charter (3)
 
Mar-18
Total DWT—Owned Vessels
 

 
11,278,424
 

 

 

 

 


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Table of Contents

Vessel Name
 
Type
 
Deadweight
Tons (dwt)
 
Year
Built

 
Shipyard (1)
 
Charterer
 
Employment
 
Chartered-In Expiry Date
Chartered-In Vessels
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nucleus
 
VLCC
 
307,284
 
2007

 
Dalian
 
 
 
TI Pool
 
Dec-21
Nautilus
 
VLCC
 
307,284
 
2006

 
Dalian
 
 
 
TI Pool
 
Dec-21
Navarin
 
VLCC
 
307,284
 
2007

 
Dalian
 
 
 
TI Pool
 
Dec-21
Neptun
 
VLCC
 
307,284
 
2007

 
Dalian
 
 
 
TI Pool
 
Dec-21
Total DWT Chartered-In Vessels
 
1,229,136
 

 

 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service Contract Expiry Date
FSO Vessels
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FSO Africa (5)
 
FSO
 
442,000
 
2002

 
Daewoo
 
NOC
 
Service Contract
 
Sep-22
FSO Asia (5)
 
FSO
 
442,000
 
2002

 
Daewoo
 
NOC
 
Service Contract
 
Jul-22
Total DWT FSO Vessels(6)
 
442,000
 

 

 
 
 

 

 
(1)
As used in this report, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., and "STX" refers to STX Offshore and Shipbuilding Co. Ltd.
(2)
Assumes no exercise by the charterer of any option to extend (if applicable).
(3)
Profit sharing component under time charter contracts.
(4)
Vessels expected to be delivered to us in the course of 2018.
(5)
Vessels in which we hold a 50% ownership interest.
(6)
Vessels in which we hold a 50% ownership interest are only accounted for the share of DWT corresponding to our ownership interest.
(7)
Vessel was delivered to the Company on March 26, 2018
Employment of Our Fleet
Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector. For the year 2018, our fleet is currently expected to have approximately 17,484 available days for hire, of which, as of March 19, 2018, 85.99% are expected to be available to be employed on the spot market, either directly or through the TI Pool, 10.32% are expected to be available to be employed on fixed time charters with a profit sharing element and 3.69% are expected to be available to be employed on fixed time charters without a profit sharing element.
Spot Market
A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of March 19, 2018, we employed 15 of our vessels directly in the spot market.
Suezmax Chartering
In June 2016, Euronav, together with Diamond S. Management LLC and Frontline Ltd., companies not affiliated with Euronav, formed Suezmax Chartering, a chartering joint venture that creates a single point of contact for cargo owners to access a large fleet of 46 modern Suezmax vessels, including newbuildings, operated on the spot market.

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Table of Contents

Tankers International Pool
Euronav principally employs and commercially manages its VLCCs through the Tankers International Pool, or the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow it and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of March 19, 2018, the TI Pool was comprised of 37 vessels, including 24 of Euronav’s VLCCs.
By pooling its VLCCs with those of other shipowners, Euronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for its vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2017, TI Pool membership costs were approximately $750 per vessel per day (with each vessel receiving its proportional share of pool membership expenses, excluding pool credit line costs).
In 2017, the corporate structure of the TI Pool was rationalized. This new structure allowed the TI Pool to arrange for a credit line financing. This credit line is used to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels.
Tankers (UK) Agencies Ltd., of which Euronav owns 50% of the outstanding voting shares, is the manager of the pool and is also responsible for the commercial management of the pool participants, including negotiating and entering into vessel employment agreements on behalf of the pool participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.
Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with Euronav, together formed VLCC Chartering Ltd., a chartering joint venture that has access to the combined fleets of Frontline and the TI Pool, including Euronav’s vessels that are operating in the TI Pool. VLCC Chartering Ltd. commenced operations on October 6, 2014.  Tankers International and Frontline each own 50% of VLCC Chartering Ltd. Euronav believes that VLCC Chartering Ltd. increases its fleet earnings potential while creating greater options for cargo end-users.
Time Charters
Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help Euronav mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, Euronav may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. Euronav may also enter into time-charter contracts with profit-sharing arrangements, which it believes will enable Euronav to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of March 19, 2018, Euronav employed eight of its vessels on fixed-rate time charters with an average remaining duration of four months, including five with profit-sharing components based on a percentage of the excess between the prevailing applicable market rate and the base charter rate.
FSOs and Offshore Service Contracts
We currently deploy our two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

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Table of Contents

Technical and Commercial Management of our Vessels
Most of Euronav’s vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Its in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.
In addition to Euronav’s in-house fully integrated technical management, Euronav utilizes from time to time the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to Euronav’s vessels and are supervised by our in house oversight team. Euronav currently contract Wallem Shipmanagement Limited for one of Euronav’s owned VLCCs and Anglo Eastern group of companies (through the fellow subsidiaries, Anglo-Eastern (Antwerp) NV, Anglo-Eastern Tanker Management (Hong Kong) Limited and Anglo-Eastern (Labuan) Limited for two of Euronav’s owned VLCCs and two VLCCs that we have on bareboat charter. The services provided by Euronav’s third party technical management are very similar to Euronav’s own technical management and involves part or all of the day-to-day management of vessels.
 Euronav’s VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, excluding voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2017, Euronav paid an aggregate of $7.4 million for the commercial management of Euronav’s vessels operating in the TI Pool.
 Euronav’s Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for Euronav’s vessels.
 Euronav’s time chartered vessels, if any, are managed by Euronav’s operations department based in Antwerp.
Principal Executive Offices
Our principal executive headquarters are located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is 011-32-3-247-4411. We also have offices located in the United Kingdom, France, Greece, Hong Kong and Singapore. Our website is www.euronav.com.
Competition
The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage. We currently operate all of our vessels in the spot market, either directly or through the TI Pool, or on time charter. For our vessels that operate in the TI Pool, Tankers UK Agencies Ltd. (TUKA), the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels. From time to time, we may also arrange our time charters and voyage charters in the spot market through the use of brokers, who negotiate the terms of the charters based on market conditions.
Seasonality
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.


40
Table of Contents

Industry and Market Conditions
THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY
All the information and data presented in this section, including the analysis of the international oil tanker shipping industry has been provided by Drewry. Drewry has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Drewry has advised that: (i) certain information in Drewry’s database is derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in Drewry’s database; (iii) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. The Company believes and acts as though the industry and market data presented in this section is reliable.

Overview
The maritime shipping industry is fundamental to international trade, as it is the only practicable and economic way of transporting large volumes of many essential commodities and finished goods around the world. In turn, the oil tanker shipping industry represents a vital link in the global energy supply chain, in which larger vessels such as VLCCs and Suezmax tankers play an important role, given their capability to carry large quantities of crude oil.
The oil tanker shipping industry is divided between crude tankers that carry either crude oil or residual fuel oil and product tankers that carry refined petroleum products. The following review specifically focuses on the crude sector. Revenue for an oil tanker shipping company is primarily driven by freight rates paid for transportation capacity. Freight is paid for the movement of cargo between a load port and a discharge port. The cost of moving the ship from a discharge port to the next load port is not directly compensated by the charterers in the freight payment but is an expense of the owners if not on time charter.
The tanker freight market remained buoyant throughout 2015 and first half of 2016 on account of favorable supply/demand dynamics. However, in the second half of 2016 rising newbuilding deliveries outpaced the growth in tanker demand and hence there was downward pressure on freight rates. A deluge of newbuilding deliveries in 2017 aggravated the situation further and rates fell. For example, the average VLCC spot rate on Arabian Gulf (AG)-Japan route was US$ 22,617 per day in 2017 compared with US$ 42,183 per day in 2016. Oil tanker freight rates declined in the second half of 2016 and 2017 due to a number of factors, including:
(i) A surge in newbuilding deliveries that outpaced the growth in tanker demand in 2016 as well as 2017,
(ii)  Oil production cuts announced by OPEC and higher compliance by the member countries,
(iii) Reduced stockpiling activities by major Asian economies.
Tanker freight rates remained under pressure throughout 2017, and in January 2018 VLCCs and Suezmaxes were reported fixed at US$ 20,600 per day on Arabian Gulf (AG)-Japan routes and US$ 7,700 per day on West Africa-United States routes respectively. However, asset prices have stabilized and in January 2018, five-year-old VLCC and Suezmax tankers were valued at US$ 62 and US$ 40 million respectively. Nevertheless, it is worth noting that five year old VLCC and Suezmax tankers were changing hands at prices nearly 30% below their long-term average over the course of 2017.
In broad terms, the volume of oil trade which is seaborne is primarily dependent on global and regional economic growth, and to a lesser extent other factors such as changes in regional oil prices. Overall, there is a close relationship between changes in the level of economic activity and changes in the volume of oil moved by sea (see the chart below). With continued strong GDP growth in Asia, seaborne oil trade to emerging Asian markets has been growing significantly. Chinese oil consumption grew at a compound average growth rate (CAGR) of 5.1% from 2007 to 2017, rising from 7.6 to 12.4 million barrels per day (mbpd). Oil demand in OECD Europe and North America has also risen in the last three years primarily due to lower oil prices and improving general economic conditions. In 2017, total seaborne trade in crude oil was equivalent to 2.1 billion tons.

41
Table of Contents

World GDP and Crude Oil Seaborne Trade 2002 to 2017
(Percent change year on year)
A17WORLDGDPANDCRUDETRADE.JPG
* Provisional estimates for GDP/Trade
Source: Drewry
Changes in regional oil consumption, as well as a shift in global refinery capacity from the developed to the developing world, is also translating into growing seaborne oil trade distances. For example, a VLCC’s voyage from West Africa to the US Gulf takes 35 days, but a trip from West Africa to China (a trade which is expanding) takes 60 days. The increase in oil trade distances, coupled with increases in world oil demand has had positive impact on tanker demand in ton miles (crude and products), which has increased from 10.7 to 13.1 billion ton miles in the period 2007 to 2017.
Supply in the tanker sector, as measured by its deadweight (dwt) cargo carrying capacity, is primarily influenced by the rate of deliveries of newbuilds from the shipyards in line with their orderbook, as well as the rate of removals from the fleet via vessel scrapping or conversion. After a period of rapid expansion, supply growth in the tanker sector moderated in 2013-14 and the overall tanker fleet grew by just 0.6% in 2014, and a relatively modest 2.7% in 2015. However, in 2016 the crude oil tanker fleet expanded by 5.8% due to a high level of newbuilding deliveries during the year and lower levels of scrapping. A further round of newbuilding deliveries took place in 2017 and the world tanker fleet grew by another 4.8% despite an increase in scrapping in the second half of the year.
In terms of ordering activity, new tanker orders in the period 2010 to 2014 were limited due to lack of available bank financing and a challenged rate environment, which contributed to the total crude tanker orderbook declining to 13.9% of the existing global tanker fleet capacity as of December 2014, compared with nearly 50% of the existing fleet at its recent peak in 2008. However, new ordering picked up in the VLCC and Suezmax sectors in late 2014 and 2015 because of the continued strength in the tanker freight market and the exemption from compliance to tier III NOx emission norms for vessels ordered before January 1, 2016. Ordering activity fell substantially in 2016 and only 39 crude tankers were ordered compared with 244 in 2015. However, ordering activity picked up again in 2017 with 93 new contracts placed for crude tankers during the year. Weak newbuilding prices were one of the main factors stimulating new ordering. In January 2018, the crude tanker orderbook was equivalent to 12.2% of the existing fleet.

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World Oil Demand and Production
In 2017, oil accounted for approximately one third of global energy consumption. With the exception of 2008 and 2009, world oil consumption has increased steadily over the past two decades, as a result of increasing global economic activity and industrial production. In recent years, growth in oil demand has been largely driven by developing countries in Asia and growing Chinese consumption, but in 2015-17 some developed economies also witnessed increases in demand. In 2017, world oil demand increased to 97.8 million barrels per day, which represents a 1.6% increase from 2016 and 14.4% higher than the recent low recorded in 2009 following global financial crisis of 2008-09.

World Oil Consumption: 2007 to 2017
(Million Barrels Per Day)
 
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

CAGR 07-17
North America
25.5

24.2

23.7

24.1

24.0

23.6

24.0

24.1

24.6

24.7

24.9

-0.2
 %
Europe - OECD
15.3

15.4

14.7

14.7

14.3

13.8

13.6

13.5

13.7

14.0

14.3

-0.7
 %
Pacific
8.4

8.0

8.0

8.1

8.1

8.6

8.4

8.1

8.0

8.1

8.1

-0.3
 %
Total OECD
49.2

47.6

46.4

46.9

46.4

46.0

46.0

45.7

46.4

46.9

47.3

-0.4
 %
Former Soviet Union
4.2

4.2

4.0

4.2

4.4

4.5

4.6

4.9

4.6

4.8

4.8

1.4
 %
Europe - Non OECD
0.8

0.7

0.7

0.7

0.7

0.7

0.7

0.7

0.7

0.7

0.7

-0.8
 %
China
7.6

7.9

7.9

8.9

9.2

9.8

10.1

10.6

11.5

11.9

12.4

5.1
 %
Asia (exc China)
9.5

9.7

10.3

10.9

11.1

11.4

11.7

12.0

12.5

12.9

13.4

3.5
 %
Latin America
5.7

5.9

5.7

6.0

6.3

6.4

6.6

6.8

6.8

6.6

6.6

1.4
 %
Middle East
6.5

7.1

7.1

7.3

7.4

7.7

8.0

8.0

8.4

8.3

8.3

2.4
 %
Africa
3.1

3.2

3.4

3.5

3.4

3.7

3.7

4.0

4.1

4.3

4.4

3.5
 %
Total Non-OECD
37.4

38.7

39.1

41.5

42.5

44.2

45.4

47.1

48.5

49.4

50.6

3.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
World Total
86.6

86.3

85.5

88.4

88.9

90.2

91.4

92.8

94.9

96.3

97.8

1.2
 %
Source: Drewry
Seasonal trends also affect world oil consumption and, consequently, oil tanker demand. While trends in consumption vary with the specific season each year, peaks in tanker demand often precede seasonal consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can be classified broadly into two main categories: increased demand prior to Northern Hemisphere winters as heating oil consumption increases and increased demand for gasoline prior to the summer driving season in the United States (U.S.).
Global trends in oil production have naturally followed the growth in oil consumption, allowing for the fact that changes in the level of oil inventories also play an integral role in determining production levels and tie in with the seasonal peaks in demand. Changes in world crude oil production by region in the period 2007 to 2017 are shown in the table below.


43
Table of Contents

World Oil Production: 2007 to 2017
(Million Barrels Per Day)
 
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

CAGR 07-17
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
14.3

13.9

13.6

14.1

14.6

15.8

17.1

19.1

20.0

19.5

20.1

3.45
 %
FSU*
12.8

12.8

13.3

13.5

13.6

13.7

13.9

13.9

14.0

14.2

14.4

1.17
 %
OPE
35.5

37.0

34.0

34.6

35.6

37.6

36.7

37.5

38.2

39.6

39.4

1.03
 %
Asia
6.4

6.4

7.5

7.8

7.8

7.8

7.7

7.6

7.9

7.6

7.3

1.34
 %
Other
16.6

16.4

17.0

17.3

16.8

16.0

16.0

15.8

16.5

16.1

16.3

-0.20
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
85.6

86.5

85.4

87.3

88.4

90.9

91.4

93.8

96.6

97.1

97.4

1.3
 %
* Former Soviet Union
Source: Drewry

At the beginning of 2017, proven global oil reserves totaled 1,610 billion barrels, approximately 45 times current rates of production. These reserves tend to be located in regions far from the major consuming countries separated by large expanses of water, and this geographical barrier creates the demand for crude tanker shipping. However, the development of light tight oil (LTO) or shale oil reserves in the U.S. had a negative impact on the volume of U.S. crude oil imports as well as demand for crude tankers from 2004 to 2014. However, rising U.S. crude export on long-haul routes to China and India is good news for ship owners, as every additional barrel exported from the country will open avenues for equal imports as U.S. is a net importer of the crude oil.
New technologies such as horizontal drilling and hydraulic fracturing have triggered a shale oil revolution in the U.S., and in 2013, for the first time in the previous two decades, the U.S. produced more oil than it imported. In view of the rising surplus in oil production, in 2015 the U.S. Congress lifted a 40 year-old ban on crude oil exports that was put in place after the Arab oil embargo in 1973. Thereby, allowing U.S. oil producers access to international markets.
The first shipments of the U.S. crude were sent to Europe immediately after the lifting of ban, and since then other destinations have followed. The U.S. exported 0.5 mbpd of crude oil in 2015 and 2016. However, 2017 marked a very important development for the U.S. crude producers as the country exported crude to every major importer including China, India, South Korea and several European countries. In October 2017 U.S. crude export surpassed 2 mbpd and on average the country’s crude exports more than doubled in 2017 to 1.1 mbpd. However, this is still well below the exports of major exporters such as Saudi Arabia, Russia and other Middle Eastern exporters.
In the meantime, much of the oil from West Africa and the Caribbean that was historically imported by the U.S. is now shipped to China, which has a positive impact on tanker demand due to increased ton miles given the longer distances the oil needs to travel.  Production and exports from the Middle East (largely from OPEC suppliers) and West Africa have historically had a significant impact on the demand for tanker capacity, and, consequently, on tanker charter hire rates due to the long distances between these supply sources and demand centers. Oil exports from short-haul regions, such as the North Sea, are significantly closer to ports used by the primary consumers of such exports, which results in shorter average voyages.
Overall, the volume of crude oil moved by sea each year reflects the underlying changes in world oil consumption and production. Driven by increased world oil demand and production, especially in developing countries, seaborne trade in crude oil in 2017 is provisionally estimated at 2.1 billion tons or 67.3% of all seaborne oil trade (crude oil and refined petroleum products). The chart below illustrates changes in global seaborne movements of crude oil between 1982 and 2017.


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Seaborne Crude Oil Trade Development: 1982 to 2017
(Million Tons)
A17SEACRUDEOILTRADEDEV.JPG
Source: Drewry
World seaborne oil trade is the result of geographical imbalances between areas of oil consumption and production. Historically, certain developed economies have acted as the primary drivers of these seaborne oil trade patterns. The regional growth rates in oil consumption shown in the chart below indicate that the developing world is driving recent trends in oil demand and trade. In Asia, the Middle East, Africa and Latin America, oil consumption during the period from 2007 to 2017 grew at annual rates in excess of 2%, and, at an annual growth rate of 5.1% in the case of China. Strong demand for oil in these regions is driving both increased volume of seaborne oil trades and increased voyage distances, as more oil is being transported on long-haul routes.
Regional Oil Consumption Growth Rates: 2007 to 2017
(CAGR – Percent)
A17REGOILCONSUMPGROWTH.JPG
Source: Drewry

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Furthermore, consumption on a per capita basis remains low in many parts of the developing world, and as many of these regions have insufficient domestic supplies, rising demand for oil will have to be satisfied by increased imports.

Oil Consumption Per Capita: 2017
(Tons per Capita)
A17OILCONSUMPTIONPERCAPITA.JPG
Source: Drewry
In the case of China and India, seaborne crude oil imports have risen significantly in the last decade to meet an increasing demand for energy (see chart below). During the period from 2007 to 2017, Chinese crude oil imports increased from 163.2 to 386.2 million tons and Indian imports increased from 110.7 to 214.5 million tons. Conversely, Japanese imports declined from 201.7 to 143.6 million tons over the same period. In the U.S. crude oil imports declined between 2007 and 2015, but in 2016 the trend was reversed and average U.S. crude imports increased by 0.5 mbpd because of declining shale output. In 2017, U.S. imports inched up by another 0.9% to 7.9 mbpd, on account of rising crude oil consumption.


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Asian Countries – Crude Oil Imports: 2007 to 2017
(Million Tons)
A17ASIANCOUNTRIESCRUDEOIL.JPG
* Provisional estimates for 2017
Source: Drewry
A vital factor which is affecting both the volume and pattern of world oil trades is the shift in global refinery capacity from the developed to the developing world, which is increasing the distances from oil production sources to refineries. The distribution of refinery throughput by region in the period 2007 to 2017 is shown in the following table.



Oil Refinery Throughput by Region: 2007 to 2017
('000 Barrels Per Day)
 
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017*

CAGR %
07 -17
North America
18,460

17,879

17,502

17,740

17,707

17,993

18,299

18,734

19,390

18,960

19,290

0.4
 %
S. & Cent. America
5,456

5,363

4,889

4,834

5,053

4,657

4,773

4,721

4,760

4,200

3,850

-3.4
 %
Europe & Eurasia
20,716

20,635

19,509

19,595

19,491

19,538

18,693

18,858

19,250

19,300

19,510

-0.6
 %
Middle East
6,397

6,396

6,297

6,396

6,517

6,388

6,363

6,656

6,450

6,810

7,160

1.1
 %
Africa
2,372

2,456

2,293

2,449

2,169

2,206

2,182

2,255

2,250

2,090

2,050

-1.4
 %
Australasia
767

756

762

756

789

779

657

607

536

541

550

-3.3
 %
China
6,563

6,953

7,488

8,571

9,059

9,199

9,648

9,986

10,400

11,023

11,200

5.5
 %
India
3,107

3,213

3,641

3,899

4,085

4,302

4,462

4,473

4,660

4,931

5,003

4.9
 %
Japan
3,995

3,946

3,627

3,619

3,410

3,400

3,453

3,289

3,310

3,280

3,165

-2.3
 %
Other Asia Pacific
7,493

7,351

7,229

7,434

7,390

7,436

7,252

7,253

7,260

8,535

8,582

1.4
 %
Total World
75,325

74,949

73,234

75,293

75,668

75,899

75,782

76,832

78,266

79,670

80,360

0.6
 %
  *           Provisional estimates for 2017
Source: Drewry

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Changes in refinery throughput are largely driven by changes in the location of capacity. Capacity increases are taking place mostly in the developing world, especially in Asia. In response to growing domestic demand coupled with export ambitions, Chinese refinery throughput has grown at a faster rate than that of any other global region in the last decade, with refinery throughput in India, the Middle East and other emerging economies following a similar pattern. The shift in refinery capacity is likely to continue as refinery development plans are heavily focused on areas such as Asia and the Middle East and few new refineries are planned for North America and Europe.  

Oil Refinery Throughput by Region: Growth Rates 2007 to 2017
(CAGR – Percent)
A17OILREFINERYTHROUGHPUT.JPG
Source: Drewry
As a result of changes in trade patterns, as well as shifts in refinery locations, average voyage distances in the crude sector have increased. In the period from 2007 to 2017 ton mile demand in the crude tanker sector grew from 8.6 to 9.9 billion ton miles. The table below shows changes in tanker demand expressed in ton miles, which is measured as the product of the volume of oil carried (measured in metric tons) multiplied by the distance over which it is carried (measured in miles).

Crude Oil Tanker Demand: 2007 to 2017
 
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

CAGR %
07 -17
 
 
 
 
 
 
 
 
 
 
 
 
 
Seaborne Crude Trade - Mill Tons
2,008

2,014

1,928

1,997

1,941

1,988

1,918

1,895

1,957

2,042

2,125

0.57
%
Ton Mile Demand - Bill T M
8,640

8,783

8,442

8,849

8,723

9,130

8,809

8,784

8,983

9,554

9,966

1.44
%
Average Voyage Length - Miles
4,302

4,362

4,379

4,431

4,494

4,592

4,592

4,636

4,589

4,678

4,690

0.87
%
Source: Drewry

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Another aspect which has impacted on crude tanker demand in recent years has been the use of tankers for floating storage. In the closing weeks of 2014 and the opening weeks of 2015, commodity traders hired VLCCs in the expectation that profits could be made by storing oil at sea to create a contango, that is, where the current or spot price for the oil was below the price of oil for delivery in the futures market. As a result, several fixtures for long term storage were reported by oil majors and commodity traders for periods up to 12 months in late 2014 and first half of 2015. Floating crude oil storage reached a high of 197 million barrels in May 2015 and thereafter it declined because of a narrowing of the contango and shrinking arbitrage in crude oil futures.
The use of large tankers for offshore storage rebounded somewhat in 2016 on account of logistical considerations, marketing issues and inventory drawdown. Similar patterns were seen when floating storage peaked in June 2017, when more than 200 million barrels were reported to be stored in crude tankers. Floating storage declined gradually in second half of 2017 and as of January 31, 2018, approximately 133 million barrels of oil were reported stored on crude oil tankers at sea

Floating Storage of Crude Oil
(Million Barrels)
A17FLOATINGSTORAGECRUDEOIL.JPG
Source: Drewry
Crude Tanker Fleet Overview
The world crude tanker fleet is generally classified into three major types of vessel categories, based on carrying capacity. The main crude tanker vessel types are:
•
VLCCs, with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the U.S. Gulf or the Caribbean. Tankers in excess of 320,000 dwt are known as Ultra Large Crude Carriers (ULCCs), although for the purposes of this report they are included within the VLCC category.
•
Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tankers are engaged in a range of crude oil trades across a number of major loading zones. Within the Suezmax sector, there are a number of product and shuttle tankers (shuttle tankers are specialized ships built to transport crude oil and condensates from offshore oil field installations to onshore terminals and refineries and are often referred to as “floating pipelines”), which do not participate in the crude oil trades.
•
Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tankers are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean and Asia.

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There are also a relatively small number of ships below 80,000 dwt which operate in crude oil trades, but many operate in cabotage type trades and therefore do not form part of the open market. For this reason, the following analysis of supply concentrates on the VLCC, Suezmax and Aframax tonnage. As of January 31, 2018, the crude tanker fleet consisted of 1,862 vessels with a combined capacity of 372.5 million dwt.

Crude Oil Tanker Fleet – January 31, 2018
Vessel Type
Deadweight Tons
(Dwt)
Number of Vessels
% of Fleet
Capacity
(Million Dwt)
% of Fleet
VLCC
200,000 +
735
39.5
225.8
60.6
Suezmax
120-199,999
505
27.1
79.1
21.2
Aframax
80-119,999
622
33.4
67.6
18.1
Total
 
1,862
100.0
372.5
100.0
Source: Drewry
The table below shows principal routes for crude oil tankers and where these vessels are deployed.
Crude Oil Tankers – Typical Deployment by Size Category
Area
 
Trade Route
Haul
Vessel Type
 
 
 
 
 
 
VLCC
Suezmax
Aframax
 
 
 
 
 
 
 
Inter-Regional
 
MEG(1) - Asia
X
X
X
 
 
MEG - N. America
X
 
 
 
 
MEG - Europe - Suez(2)
 
X
 
 
 
W.Africa(3) - N. America
X
X
X
 
 
W. Africa - Asia
X
X
 
 
 
US Gulf - Asia
X
X
 
 
 
MEG - Europe - Cape (4)
X
 
 
 
 
W. Africa - Europe
 
X
X
 
 
NS(5) - N. America
 
 
X
 
 
MEG - Pacific Rim
 
X
X
 
 
 
 
 
 
 
 
Intra-Regional
 
North Sea
 
X
X
 
 
Caribbean
 
X
X
 
 
Mediterranean
 
X
X
 
 
Asia - Pacific
 
 
X
X
 
 
 
 
 
 
 
 
 
 
 
 
(1) Middle East Gulf
 
 
 
 
(2) Suezmax via Suez Canal fully laden
 
 
 
 
(3) West Africa
 
 
 
 
(4) VLCC transit via Cape of Good Hope
 
 
 
 
(5) North Sea
 
 
 
 
Source: Drewry
VLCCs are built to carry cargo parcels of two million barrels, and Suezmax tankers are built to carry cargo parcels of one million barrels, which are the most commonly traded parcel sizes in the crude oil trading markets. Their carrying capacities make VLCCs and Suezmax tankers the most appropriate asset class globally for long and medium haul trades. While traditional VLCC and Suezmax trading routes have typically originated in the Middle East and the Atlantic Basin, increased Asian demand for crude oil has opened up new trading routes for both classes of vessel. The map below shows the main VLCC and Suezmax tanker seaborne trade routes.


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Principal VLCC and Suezmax Seaborne Crude Oil Trades
  A17PRINCVLCCSUEZMAXTRADES.JPG
Source: Drewry
VLCC/Suezmax Fleet Development
In 2017, the world crude tanker fleet grew by 4.8% compared to 5.8% in 2016. A total of 26.3 million dwt (5.3 million dwt greater than 2016) of newbuild deliveries were added to the crude fleet in 2017, while scrapping activity also picked up in second half of the year. A total of 8.9 million dwt was sent for demolition in 2017 compared with 1.6 million dwt in 2016.

VLCC & Suezmax Fleet Development: 2005 to 2017
(Year on Year percentage Growth: Million Dwt)
A17VLCCSUEZFLEETDEV.JPG  
Source: Drewry

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The chart below indicates the volume of new orders placed in the VLCC and Suezmax sectors in the period from 2007 to 2017. Very few new vessel orders were placed in both sectors during 2011, 2012 and 2013, although the pace of new ordering in the VLCC sector increased in the closing months of 2013 and newbuild orders for VLCCs as well as Suezmax tankers were considerably higher in 2014 and 2015. Tight supply-demand dynamics in tanker market, firm freight rates and exemption from compliance to tier III NOx emission norms for vessels ordered before January 1, 2016, were the reasons for high new ordering activity in 2015 and a total of 62 VLCCs and 51 Suezmaxes contracts were placed during the year. New ordering activity then declined in 2016, when only 14 VLCCs were ordered during the year compared with 62 during 2015. Ordering activity picked up again in 2017 as ship-owners took advantage of low newbuild prices to embark on fleet renewal.

VLCC/Suezmax New Orders 2007 to 2017
('000 Dwt)
A17VLCCSUEZNEWORDERS.JPG
Source: Drewry
In the last few years, delays in new vessel deliveries often referred to as “slippage,” have become a regular feature of the market. Slippage is the result of a combination of several factors, including cancellations of orders, problems in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting over-optimistic delivery times, and, in some cases, shipyards experiencing financial difficulty. A number of Chinese yards, including yards at which crude tankers are currently on order are experiencing financial problems which have led to both cancellations and delays in deliveries. New order cancellations have been a feature of most shipping markets during the market downturn. For obvious reasons, shipyards are reluctant to openly report such events, making the tracking of the true size of the orderbook at any given point in time difficult. The difference between actual and scheduled deliveries reflects the fact that order books are often overstated. Slippage has affected both the VLCC and Suezmax sectors. The table below indicates the relationship between scheduled and actual deliveries for both asset classes in the period 2011 to 2017. Since slippage has occurred in recent years, it is not unreasonable to expect that some of the VLCC and Suezmax tankers currently on order will not be delivered on time.


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VLCC/Suezmax Tankers: Scheduled versus Actual Deliveries
(Million Dwt)
 
2011
2012
2013
2014
2015
2016
2017
VLCC
 
 
 
 
 
 
 
Scheduled Deliveries
26.4
22.4
17.8
9.9
8.7
20.5
16.5
Actual Deliveries
19.1
15.4
9.5
7.6
5.7
14.3
15.2
Slippage Rate (%)
27.6
31.4
46.5
22.7
35.1
29.9
7.8
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suezmax
2011
2012
2013
2014
2015
2016
2017
Scheduled Deliveries
10.9
11.2
10.4
4.7
2.6
6.5
10.2
Actual Deliveries
6.6
7.4
4.6
1.3
1.7
4.1
7.8
Slippage Rate (%)
39.1
34.1
56.1
73.2
35.5
36.7
23.4
Source: Drewry
In 2017, VLCC and Suezmax deliveries amounted to 15.2 and 7.8 million dwt, respectively, compared with 14.3 and 4.1 million dwt, respectively in 2016. As a result of these changes, the VLCC and Suezmax fleets grew by 5.6% and 8.5% respectively in 2017.

VLCC/Suezmax Tanker Deliveries: 2007 to 2017
('000 Dwt)
A17VLCCSUEZTANKERDELIV.JPG
Source: Drewry
At its peak in 2008, the VLCC and Suezmax tanker order books were each equivalent to 50% of the existing fleets, which led to high levels of new deliveries in both sectors between 2009 and 2012. The orderbook as a percentage of the existing fleet declined in the period 2010-13, due to low levels of new ordering. However, with the upturn in new ordering activity in 2014 and 2015, the VLCC and Suezmax orderbook to fleet ratios rose to 19.4% and 24.7% respectively in December 2015. As a result of lower levels of new ordering and deliveries from the orderbook, the orderbook for VLCC and Suezmax vessels as of January 31, 2018 were equivalent to 12.7% and 10.2% of the existing fleets respectively.


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VLCC & Suezmax Orderbook:
(Percent Existing Fleet)
A17VLCCSUEZORDERBOOK.JPG
* As on January 2018
Source: Drewry
As of January 31, 2018, the total crude tanker orderbook comprised 237 vessels with aggregate capacity of 47.1 million dwt. The orderbook for Suezmax tankers was 51 vessels representing 8.1 million dwt (excluding shuttle tankers), and for VLCCs the orderbook was 92 vessels representing 28.7 million dwt.

Crude Oil Tanker (1)  Orderbook January 31, 2018
     Size Dwt
 
Existing Fleet
Scheduled Deliveries
Total Orderbook
% Existing Fleet
 
 
 
 
2018
2019
2020
2021
 
 
 
 
 
 
No.
m dwt
No.
m dwt
No.
m dwt
No.
m dwt
No.
m dwt
No.
m dwt
No
Dwt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
VLCC
200,000 +
735
225.8
46
14.4
36
11.2
8
2.5
2
0.6
92
28.7
12.5%
12.7%
Suezmax
120-199,999
505
79.1
34
5.4
14
2.2
2
0
1
0.2
51
8.1
10.1%
10.2%
Aframax
80-119,999
622
67.6
53
6.0
20
2.3
8
0.9
5
0.6
86
9.7
13.8%
14.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
1,862
372.5
133
25.7
70
15.7
18
3.7
8
1.4
229
46.5
12.3%
12.5%
(1) Excludes product tankers and in the case of Suezmax shuttle tankers
Source: Drewry
Tanker supply is also affected by vessel scrapping or demolition. As an oil tanker ages, vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade the vessel to maintain its “in-class” status. Often, particularly when tankers reach approximately 25 years of age, the costs of conducting the class survey and performing required repairs become economically inefficient. In recent years, most oil tankers that have been scrapped were between 18 and 23 years of age.
 In addition to vessel age, scrapping activity is influenced by freight markets as well as steel prices. During periods of high freight rates, scrapping activity will decline and the opposite will occur when freight rates are low. The chart below indicates that vessel scrapping was much higher from 2010 to 2014 than in the preceding five years. Firm freight rates in 2015 and 2016 also encouraged the ship-owners to defer the scrapping of older tonnage and demolitions in these two years were substantially lower compared to that of during 2010-14. However weak freight rates in third quarter of 2017 accelerated demolition and a total of 58 crude tankers totaling 8.9 million dwt were sold to scrapyards in 2017.


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Crude Oil Tanker Scrapping: 2007 to 2017
('000 Dwt)
A17CRUDEOILTANKERSCRAPPING.JPG
Source: Drewry
Two other important factors are likely to affect crude tanker supply in the future. The first is the requirement to retrofit ballast water management systems (“BWMS”) to existing vessels. In February 2004, the IMO adopted the International Convention for the Control and Management of Ships' Ballast Water and Sediments. The IMO ballast water management (“BWM”) Convention contains an environmentally protective numeric standard for the treatment of ship's ballast water before it is discharged. This standard, detailed in Regulation "D-2" of the BWM Convention, sets out the numbers of organisms allowed in specific volumes of treated discharge water. The IMO "D-2" standard is also the standard that has been adopted by the U.S. Coast Guard's ballast water regulations and the U.S. EPA's Vessel General Permit. The BWM Convention also contains an implementation schedule for the installation of IMO member state type approved treatment systems in existing ships and in new vessels, requirements for the development of vessel ballast water management plans, requirements for the safe removal of sediments from ballast tanks, and guidelines for the testing and type approval of ballast water treatment technologies. In July 2017 the IMO extended the regulatory requirement of compliance to BWM Convention from September 8, 2017 to September 8, 2019. Vessels trading internationally will have to comply with the BWM Convention upon their next special survey after that date. For a VLCC tanker, the retrofit cost could be as much as $3.0 million per vessel including labor. Expenditure of this kind will be another factor impacting on the decision to scrap older vessels once the BWM convention comes into force in September 2019.
The second factor that is likely to impact on future vessel supply is the drive to introduce low sulfur fuels. For many years heavy fuel oil (“HFO”) has been the main fuel of the shipping industry. It is relatively inexpensive and widely available, but it is “dirty” from an environmental point of view.
The sulfur content of HFO is extremely high and it is the reason that maritime shipping accounts for 8% of global emissions of sulfur dioxide (“SO2”), an important source for acid rain as well as respiratory diseases. In some port cities, such as Hong Kong, shipping is the largest single source of SO2 emissions, as well as emissions of particulate matter (“PM”), which are directly tied to the sulfur content of the fuel.
The IMO, the governing body of international shipping, has made a concerted effort to diversify the industry away from HFO into cleaner fuels with less harmful effects on the environment and human health. Effective in 2015, ships operating within the Emission Control Areas (“ECAs”) covering the Economic Exclusive Zone of North America, the Baltic Sea, the North Sea, and the English Channel are required to use marine gas oil with allowable sulfur content up to 1,000 parts per million (“ppm”). From 2020, ships sailing outside ECAs will switch to marine gas oil with permitted sulfur content up to 5,000 ppm. This will create openings for a variety of new fuels, or major capital expenditure for costly “scrubbers” to be retrofitted on existing ships and, as such, it will be another factor hastening the demise of older ships whose propulsion systems are based on the use of HFO.
Within the context of the wider market, increased vessel scrapping is a positive development, as it helps to counterbalance new ship deliveries and moderates the fleet growth.


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Table of Contents

The Crude Oil Tanker Freight Market
Types of Charter
Oil tankers are employed in the market through a number of different chartering options, described below.
•
A bareboat charter involves the use of a vessel usually over longer periods of up to several years. All voyage related costs, including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance, transfer to the charterer’s account. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.
•
A time charter involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.
•
A single or spot voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel.
•
A contract of affreightment , or COA , relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship’s operating, voyage and capital costs are borne by the shipowner. The freight rate is normally agreed on a per cargo ton basis.
Tanker Freight Rates
Worldscale is the tanker industry’s standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for the oil trade. Oil is a fairly homogenous commodity as it does not vary significantly in quality and it is relatively easy to transport by a variety of methods. These attributes, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea and therefore, the cargo owner requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures, this would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a set of nominal rates designed to provide roughly the same daily income irrespective of discharge point.
Time charter equivalent (TCE) is the measurement that describes the earnings potential of any spot market voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed which removes all expenses (port costs, bunkers and commission) from the gross revenue, resulting in a net revenue which is then divided by the total voyage days, which includes the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea and in port), to give a daily TCE rate.
The supply and demand for tanker capacity influences tanker charter hire rates and vessel values. In general, time charter rates are less volatile than spot rates as they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand and are thus more prone to volatility. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, with more moderate price volatility in the Suezmax, Aframax and Panamax markets and less volatility in the Handy market, as compared to the tanker market as a whole. The chart below illustrates monthly changes in TCE rates for VLCC and Suezmax tankers during the period from January 2007 to January 2018.


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VLCC/Suezmax Tanker Time Charter Equivalent (TCE) Rates: 2007 to 2018*
(US$/Day)
A17VLCCSUEZMAXTCE.JPG
* Through to January 2018
Source: Drewry
After a weak phase between 2009 and the first half of 2014, tanker freight rates started rising in the second half of 2014, the main stimulus being the fall in oil prices and rising oil consumption. In addition, key oil-importing countries such as India and China started building Strategic Petroleum Reserves (SPRs).
In the last quarter of 2015, VLCC spot rates surged benefiting from seasonal demand and low growth in fleet supply. However, a wave of newbuilding deliveries in 2016 outpaced demand and average TCE rates in 2016 were approximately 40% lower than 2015. A spate of newbuilding deliveries in 2017 aggravated the situation further and average TCE rates dropped by a further 45% in 2017.

VLCC/Suezmax 1 Year Time Charter Rates: 2007 to 2018*
(US$/Day Period Averages)
A17VLCCSUEZTCONEYEAR.JPG
* Through to January 2018
Source: Drewry

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In the tanker market, independent ship owners have two principal employment options - either the spot or time charter markets or a combination of both. How tankers are deployed varies from operator to operator, and also influenced by the market conditions. In a buoyant market, the companies that prefer to deploy vessels on the spot market will gain more as they will benefit from the rise in freight rates. Broadly speaking, a ship owner with an operating strategy, which is focused on the time charter market, will experience a more stable income stream and they will be relatively insulated against the volatility in spot rates.
Newbuilding Prices
Global shipbuilding is concentrated in South Korea, China and Japan. This concentration is the result of economies of scale, construction techniques and the prohibitive costs of building ships in other parts of the world. Collectively, these three countries account for approximately 90% of global shipbuilding output.
Vessels constructed at shipyards are of varying size and technical sophistication. Drybulk carriers generally require less technical know-how to construct, while oil tankers, container vessels and LNG carriers require technically advanced manufacturing processes.
The actual construction of a vessel can take place in 9 to 12 months and can be partitioned into five stages: contract signing, steel cutting, keel laying, launching and delivery. The amount of time between signing a newbuilding contract and the date of delivery is usually at least 16-20 months, but in times of high shipbuilding demand, it can extend to two to three years.
Newbuilding prices for tankers of all sizes rose steadily between 2004 and mid-2008. This was due to a number of factors, including high levels of new ordering, a shortage in newbuilding capacity during a period of high charter rates, and increased shipbuilders’ costs as a result of strengthening steel prices and the weakening U.S. dollar. Prices weakened in 2009 as a result of a downturn in new ordering and remained weak until the second half of 2013, when they slowly started to rise.
Newbuild prices increased by an average of 10% across vessel class in 2014, but they declined marginally in 2015 because of weaker steel prices and spare capacity at shipyards on account of negligible activity in other sectors of maritime industry. Average new building prices for VLCCs in 2015 dropped by 2.4% year on year, while for Suezmax tankers, prices were flat between 2014 and 2015. Spare capacity at shipyards coupled with low ordering in 2016 led to further decline of 10% to 12% in newbuilding prices of crude tankers. However, newbuild price data for last twelve months suggest that prices have stabilized; as of January 2018, indicative VLCC and Suezmax newbuild prices were estimated at US$ 82m and US$ 55m respectively.
VLCC/Suezmax Tanker Newbuilding Prices: 2007 to 2018*
A17VLCCSUEZMAXNEWB.JPG
(US$ Million)
* Through to January 2018
Source: Drewry

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Secondhand Prices
      Secondhand prices are generally influenced by potential vessel earnings, which in turn are influenced by trends in the supply of and demand for shipping capacity. The secondhand vessel prices follow the prevailing freight rates and they provide a better assessment of the existing supply and demand situation in the market. Vessel values are also dependent on other factors including the age of the vessel. Prices for young vessels, those approximately five years old or under are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 25 years old and near the end of their useful economic lives, are swayed by the value of scrap steel. In addition, values for younger vessels tend to fluctuate less on a percentage basis than values for older vessels. This is attributed to the finite useful economic life of older vessels that makes the price of younger vessels less sensitive to freight rates in the short term.
Vessel values are determined on a daily basis in the sale and purchase (S&P) market, where vessels are sold and bought through specialized sale and purchase brokers who regularly report these transactions to participants in the seaborne transportation industry. The S&P market for oil tankers is transparent and quite liquid with a large number of vessels changing hands on a regular basis.
The chart below illustrates the movements of prices for secondhand (5 year old) oil tankers between 2007 and 2018. After remaining range bound between 2010 and 2013, secondhand vessel prices started recovering in 2014-15, but a sharp decline in earning capabilities of vessels in 2016 reversed the trend and secondhand prices plunged by 25-30% during the year. However, it is evident from the data available that second hand prices were stable for much of 2017. That said, second hand prices of crude tankers are well below the last peak witnessed in 2008. As of January 2018, five year old VLCC and Suezmax vessels were changing hands at US$ 62m and US$ 40m respectively.

VLCC/Suezmax Tanker Secondhand Prices – 5 Year Old Vessels: 2007 to 2018*
( US$ Millions)
A17VLCCSUEZSECONDHANDP01.JPG
* Through January 2018
Source: Drewry

OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY
All the information and data in this annual report about the offshore oil industry has been provided by Energy Maritime Associates (EMA), an independent strategic planning and consulting firm focused on the marine and offshore sectors. EMA has advised that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, EMA has advised that: (a) certain information in EMA’s database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in EMA’s database; (c) while EMA has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.


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Brief History of the Offshore Industry
Over the past 20 years global oil demand has grown at an average annual rate of 1.2%. With the exception of two years during the global financial crisis in 2008 and 2009, oil demand has increased year after year during this period. The Energy Information Administration (EIA) forecasts world oil production will grow to 113 million barrels per day (b/d) by 2040.
The offshore oil and gas industry can generally be defined as the extraction and production of oil and gas offshore. From a more nuanced perspective, it is a highly technical industry with significant risks, but whose rewards are high. Unlike on-shore developments, where drilling and processing equipment be constructed onsite, often with access to existing infrastructure, offshore developments have additional engineering and logistical requirements in designing, transporting, installing and operating facilities in remote offshore environments. Because of this, each production unit is unique and designed for the specific field’s geological and environmental characteristics including hydrocarbon specifications, reservoir requirements (water/gas/chemical injection), well/subsea configuration, water depth, and weather conditions (above and below the water).
The water depth of offshore developments has increased dramatically since its start from piers extended from shore in just a few meters of water. In 1947, Kerr-McGee drilled the first well beyond the sight of land. This well was in only 5.5 meters of water, but was 17 kilometers off the Louisiana coast. Offshore developments have continued to move further from land and into increasingly deeper waters using fixed platforms that extended from the seabed to the surface.
Floating Production and Storage (or FPS) and Floating, Production, Storage and Offloading unit (or FPSO) units emerged in the 1970s. Since that time, FPS units have been installed in increasing water depths, with the deepest unit now operating in 2,900 meters of water. Water depths are currently defined as shallow (less than 1,000 meters), deepwater (between 1,000 meters and 1,500 meters), and ultra-deepwater (greater than 1,500 meters). Units installed before 2000 were almost all shallow water. Since 2000, 35% of units have been installed in deepwater including 15% in ultra-deepwater. For units currently on order, 56% are in deepwater, including 50% in ultra-deepwater. Other types of FPS units include Spar, Tension-Leg Platform (TLP), and Semi-submersible (Semi), which are well suited to deepwater. For liquefying gas and then converting it back to gas, Floating Liquefied Natural Gas and Floating Storage Regas Unit (FSRU) can be used. Mobile Offshore Production Units (MOPU), and Floating Storage Offloading Units (FSO) are popular for shallow water developments.
The geographical range of the FPS industry has also changed over the years. For the first few decades of industry activity, projects were concentrated in the Gulf of Mexico and the North Sea. However, with discoveries of new hydrocarbon basins, the location of offshore developments expanded to include most parts of the world, with Brazil, West Africa, and Southeast Asia now leading the way.


A1INSTALLEDTYPEREG201017.JPG Source: Energy Maritime Associates, December 2017

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Along with increasing water depth, the size and complexity of these offshore developments has also grown, which in turn has increased the size and complexity of the FPS units. Project development cycles have increased in time, complexity, and cost. In particular, the time between initial discovery and starting production is now five to ten years. However, over the past few years there has been a concerted effort to reduce field development costs by reducing the number of interfaces and re-using standardized designs as much as possible. It remains to be seen how sustainable and lasting these changes will be.
Contract Awards and Orderbook
Production from floating production systems has been increasing over the past 20 years, but not in a consistent manner. Approval of these projects depends largely on the oil price expectation at the time and the related production potential associated with the specific project. As a result, the orders for FPS units generally follow the price of oil. However, oil price is not the only factor. Development costs also play a major role in determining the economic viability of a project. After the price of Brent crude dropped to $34 per barrel in 2008, only 10 FPS units were awarded in 2009. As the price of Brent crude recovered to over $100 per barrel, 25-33 FPS units were awarded each year from 2010-2014. Following the sharp decline in oil prices, FPS orders dropped to 15 units in 2015 and 17 in 2016. With the oil price recovery, by 2017 there were 27 awards, ten more than the previous year and back to the level before the oil price crash.
A2AWARDHISTINCLUFSO2017.JPG
Source: Energy Maritime Associates, December 2017
Currently Installed Units
As of December 2017, there are 289 FPS systems in service worldwide comprised of FPSOs (60%) of the current total, Production Semis (12%), TLPs (9%), Production Spars (7%), FSRUs (7%), Production Barges (3%), and FLNGs (1%). This does not include 35 production units and six floating storage/offloading units that are available for re-use. Another 104 floating storage/offloading units (without production capability) are in service.



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A3INSTALLEDTOTALTYPE2017.JPG
Source: Energy Maritime Associates, December 2017
Global Distribution of Installed Units by Type:
A4GLOBALDISTRINSTALLEDUNIT17.JPG
Source: Energy Maritime Associates, December 2017


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A5INSTALLEDTOTALREG17.JPG
Source: Energy Maritime Associates, December 2017
Markets
The top five regions for floating production systems are Southeast Asia (23%), Africa (18%), Brazil (16%), Gulf of Mexico (“GOM”) (13%), and Northern Europe (“NE”) (12%). The type of systems varies widely from region to region - FSOs are the dominant type in Southeast Asia (“SEA”) due to the relatively shallow water depths and lack of infrastructure. In this type of environments, a fixed production platform and FSO is often the most economic development option.
The current order backlog consists of 49 production floaters, seven FSOs (four Oil and three LNG) and four Mobile Offshore Production Units, or MOPUs. Within the backlog, 29 units are utilizing purpose-built hulls and 20 units are based on converted hulls. Of the production floaters being built, 24 are owned by field operators, 25 by leasing contractors.
Since 1997, the production floater order backlog has ranged from a low of 17 units in 1999 to a peak of 70 units in the first half of 2013. Within this period, there have been multiple cycles: a downturn in 1998 and 1999 followed by an upturn from 2000 to 2002 of 17 to 39 units, relative stability in 2003 and 2004, an upturn from 2005 to 2007 from 35 to 67 units followed by a downturn from 2008 to 2009 down to 32 units, an upturn between 2010 and 2013 to 70 units, and a gradual decline to near 50 units by the end of 2016.
The leading destinations for the oil FSOs currently on order are Northern Europe and Southeast Asia.
A6ONORDERLLTYPEREG17.JPG
Source: Energy Maritime Associates, December 2017

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Most Attractive Growth Regions
Between 2023 and 2028, Brazil and West Africa are expected to continue to be the most attractive areas for offshore projects and present ample investment opportunities according to respondents of EMA’s 2018 industry sentiment survey. As of December 2017, these two regions account for 33% (80 out of 241) potential floating production projects in the planning process. Other industry participants believe that Southeast Asia and GOM-Mexico present the next largest growth opportunities globally. New shallow and deep water projects requiring FPSOs and FSOs are expected to increase dramatically following reforms in Mexico to allow foreign investment. East Africa is also expected to see new floating production units, following large gas discoveries in Mozambique and Tanzania.
A72018REGIONGROWTH.JPG
Source: Energy Maritime Associates, December 2017
The FSO Market
FSOs provide field storage and offloading in a variety of situations. FSOs are primarily used in conjunction with fixed platforms, MOPUs and production floaters (Semis, TLPs, Spars) to provide offshore field storage of oil and condensate. They are also used as offshore storage/export facilities for onshore production fields and as storage/blending/transshipment terminals for crude oil or refined products. Most FSOs store oil, although there are a few FSOs that store liquefied natural gas (LNG) or liquefied petroleum gas (LPG).
FSOs range from simple tankers with few modifications to purpose built and extensively modified tankers with significant additional equipment at a total cost ranging between $250 and $300 million. Oil storage capacity on FSOs varies from 60,000 barrels to 3 million barrels. FSO Asia and the FSO Africa, which are co-owned by Euronav, are among the largest and most complex FSOs in operation. Water depth ranges from 15 meters to 380 meters with the exception of an FSO located in Brazil’s Marlim Sul field (1,180 meters). There is no inherent limitation on water depth for FSOs.
Most FSOs currently in operation are older single-hull tankers modified for storage/offloading use. Approximately 60% of the FSOs now operating are at least 20 years old, with almost 30% over 30 years old. Production continues on many of these fields, therefore requiring life extension or replacement of these older hulls. Around 40% of the FSOs in service are Aframax or Suezmax-size (600,000 to 1 million barrels). VLCC or ULCC size units (up to 3 million barrels) account for another 40%. The remaining 20% of FSOs is comprised of smaller units.
Approximately 50% of FSOs in service are positioned in Southeast Asia. Around another 15% are in West Africa. The others are spread over the Middle East, India, Northern Europe, Mediterranean, Brazil, and elsewhere.
Large storage capacity and ability to be moored in almost any water depth makes FSOs ideal for areas without pipeline infrastructure and where the production platform has no storage capabilities (fixed platforms, MOPU, Spar, TLP, Semi-submersible platform). FSOs have no or limited process topsides, which make them relatively simple to convert from old tankers, as compared to an FPSO. FSOs can be relocated to other fields and some have also later been converted to FPSOs.

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The Key Components of an FSO
Unlike other FPS systems, the hull is the primary component of an FSO. Topsides are normally simple and feature primarily accommodation, helicopter landing facilities, crude metering equipment, and sometimes power generation. However some FSOs, including the FSO Asia and the FSO Africa, which are co-owned by Euronav, have more sophisticated topsides (which are described below). Mooring systems are the same as for an FPSO: spread-mooring or turret-moored (internal and external). In addition, some simple storage units are moored by their own anchor or alongside a jetty. In benign environments, an FSO can be moored to a Catenary Anchor Leg Mooring buoy (soft mooring), where the buoy is fixed to the seabed and attached to the FSO by mooring ropes.
Some FSOs, such as FSO Asia and FSO Africa, include a small part of the production process, particularly water separation/treatment and chemical injection. For example, after initial processing on the platform, the FSO Asia and FSO Africa may provide additional processing of the platform fluids and separate the water from the crude oil. The oil and water are usually heated, accelerating the separation of the two organic compounds. Once separated, oil is transferred to separate storage cargo tanks and then offloaded to export vessels. Water is treated, purified and returned to the underwater source reservoir or directly to the sea.
Trends in FSO orders
30 orders for FSOs have been placed over the past five years, an average of 6.0 annually. While the majority of FSOs were converted from oil tankers, approximately 25% of these units were purpose-built as FSOs. This is in line with the currently installed fleet profile.
Forecast Summary
EMA is tracking 25 potential projects in the planning stage that may require an FSO. The number of FSO projects in the planning pipeline is down slightly from last year. In 2013 there were 29 FSO projects visible. FSO projects can typically be developed more quickly than other FPS developments and therefore there are a number of projects to be awarded in the next five years that are not yet visible.
The prospects for the FSO sector remain good, supported by the rising oil price environment and drilling activity. Utilization of jack-up drilling rigs increased dramatically from 40% in the beginning of 2017 to over 70% by mid-year, although rates have remained extremely low due to competition. In Southeast Asia, the most popular development option is an FSO, in conjunction with a fixed platform or MOPU.
The vast majority of FSO orders will continue to go to Southeast Asian countries including Thailand, Vietnam, Indonesia, and Malaysia, but there has been increased activity in the North Sea and Mediterranean as well. Mexico is also a large potential market for FSO solutions, which would be ideal for many shallow water developments.
From 2018-2022, converted oil tankers will remain the dominant choice for FSOs. Newbuilt units will be used for some projects in the North Sea as well as for condensate FSOs on gas fields. We expect between 14-20 conversion and 3-7 newbuilding orders over the next five years. In addition, we expect 3-8 FSO orders to be filled by redeployed units. Currently there are 21 idle FPSOs and 6 idle FSOs, with 20 more potential units coming off contract over the next five years.
Between $2.1 and $4.1 billion is expected to be spent on FSO orders over the next five years, with the mid-case being $3.1 billion. Around 60% will be spent on conversions, 25% on newbuildings, and 15% on redeployments. The purpose-built units will cost in the range of $125 to $200 million. Converted units will cost an average of around $100 million. Capital cost for redeployed units would depend on the value assigned to the existing asset, but should be lower than a converted unit. Where the capex falls in this range depends on the hull size, design life and mooring/ offloading system needed.
In the past, the majority of vessels chosen for conversion were between 20 and 25 years old. However, this trend is changing as companies increasingly scrutinize the quality and hull fatigue of the units earmarked as conversion candidates. Some recent FPSO conversion projects have selected newbuilt or units as young as 5 years old.
FSO conversion work is being carried out in Chinese yards, but some of the more complex FSO projects will be continue to be performed in Singapore and Malaysia. Most newbuilt units have been constructed by the Chinese and Korean yards. However Sembcorp shipyard in Singapore was awarded a contract in 2015 for a high spec unit destined for the UK’s Culzean field.

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Competition
Competition in the FSO market includes tanker owners, specialized FSO/FPSO contractors, and engineering/construction companies in the floating production sector. Tanker owners tend to compete for projects which require less modification and investment. Companies such as Teekay Offshore Partners L.P., Knutsen NYK Offshore Tankers AS, Malaysia International Shipping Corporation Berhad, and Omni Offshore Terminals Pte Ltd target more complex FSO projects with higher specifications and client requirements. FPSO contractors such as MODEC Inc, SBM Offshore N.V., and BW Offshore Limited had competed in the FSO market in the past, but are now primarily focused on large FPSO projects.
Most clients conduct a detailed pre-qualification screening before accepting proposals. Pre-qualification requirements include: FSO conversion and operation experience, health, safety, environment systems and procedures, access to tanker for conversion, and financial resources.
Contract Structure
As part of the overall offshore field development, most FSOs are leased on long-term (5 to 15 years), fixed rate service contracts (normally structured as either a time charter or a bareboat contract). The FSO is essential to the field production as oil is exported via the FSO. Typically, the FSO contract has a fixed period as well as additional extension periods (at the charterer’s option) depending on the projected life of the development project. The FSO is designed to remain offshore for the duration of the contact, as opposed to conventional tankers, which have scheduled drydocking repairs every 2 to 3 years. Depending on tax treatment and local regulations, some oil companies elect to purchase the FSO rather than lease it, particularly when the unit is expected to remain on site for over 20 years. However, there have been FSO lease contracts for 20 or even 25 years.

Environmental and Other Regulations
Government laws and regulations significantly affect the ownership and operation of our vessels. We are subject to various international conventions, laws and regulations in force in the countries in which our vessels may operate or are registered. Compliance with such laws, regulations and other requirements may entail significant expense, including vessel modification and implementation costs.
A variety of governmental, quasi-governmental and private organizations subject our vessels to both scheduled and unscheduled inspections. These organizations include the local port authorities, national authorities, harbor masters or equivalent entities, classification societies, relevant flag state (country of registry) and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits, licenses, certificates and approvals for the operation of our vessels. Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage.
We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and environmental safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for tankers that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international environmental laws and regulations. We are confident that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.

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International Maritime Organization
The International Maritime Organization, or the IMO, is a specialized agency of the United Nations responsible for setting global standards for the safety, security and environmental performance of vessels engaged in international shipping. The IMO primary objective is to create a regulatory framework for the shipping industry that is fair and effective, and universally adopted and implemented. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000, or the CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, or the Bunker Convention and MARPOL. MARPOL is broken into six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to the prevention of pollution by oil; Annexes II and III relate to the prevention of pollution by noxious liquid substances carried in bulk and harmful substances carried by sea in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, adopted by the IMO in September of 1997, relates to air pollution by ship emissions, including greenhouse gases.
In 2013, the IMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or “CAS.” These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections, or "2011 ESP Code" during Surveys of Bulk Carriers and Oil Tankers, which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances," defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls) are also prohibited and the emission of Volatile Organic Compounds is controlled. Annex VI also includes a global cap on the sulfur content of fuel oil (see below).
The amended Annex VI will reduce air pollution from vessels by, among other things, (i) implementing a reduction of sulfur oxide emissions from ships. At MEPC 70, it was agreed to implement the global 0.5% sulphur limit from 1 January 2020. At MEPC 71, to implement the global 0.5% sulphur limit, additional measures to promote an appropriate implementation of the global limit were considered. It was agreed that the consideration on this matter will be made at Sub-Committee on Pollution Prevention and Response (PPR), and the completion of this work item should be in 2019. By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with low sulfur content. Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. At MEPC 70 & 71, MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxides, effective January 1, 2021. It is expected that these areas will be formally designated after draft amendments are presented at MEPC's next session. The U.S. ratified the Annex VI amendments in October 2008, and the U.S. Environmental Protection Agency, or EPA, promulgated equivalent emissions standards in late 2009.
Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.10%. Amended Annex VI establishes procedures for designating new ECAs, and the Baltic Sea, the North Sea, certain coastal areas of North America, and the U.S. Caribbean Sea are all within designated ECAs where the 0.10% fuel sulfur content applies. Ocean-going vessels in these areas will be subject to stringent emissions controls and may cause us to incur additional losses. Amendments to Annex VI imposed stricter nitrogen oxide standards on marine diesel engines installed on ships built on or after January 1, 2016 which operate in North American and U.S. Caribbean ECAs. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.
As determined at the MEPC 70 as well as MEPC71, the new Regulation 22A of MARPOL Annex VI is effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMP”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.


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If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. As of the date of this annual report, we are in compliance with applicable requirements under Annex VI, as amended.
Safety Management System Requirements
The SOLAS Convention amongst others address issues related to the safe manning of vessels and emergency preparedness, training and drills.  The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We are confident that all of our vessels are in full compliance with SOLAS and LL Convention standards.
Chapter IX of the SOLAS Convention, introduces the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”). Our operations are also subject to environmental standards and requirements (i.e. ISO 14001, EPA, OPA 90, EU Directives). The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.
Chapter II-1 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. SOLAS regulation II-1/3-10 Goal-based ship construction standards as amended, set for application to new oil tankers and bulk carriers., in order to satisfy applicable structural requirements.
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Latest IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). All seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
The Maritime Labour Convention, 2006 (MLC, 2006), adopted by the International Labour Organization, is the fourth pillar of the international maritime regulatory regime. It both fills a gap in the 1982 United Nations Convention on the Law of the Sea and complements the International Maritime Organization’s core conventions. The MLC has two pripary purposes: (1) to bring the system of protection contained in existing labour standards closer to the workers concerned, in a form consistent with the rapidly developing, globalized sector (ensuring “decent work), and (2) to improve the applicability of the system so that shipowners and governments interested in providing decent conditions of work do not have to bear an unequal burden in ensuring protection (“level-plying field” - fair competition).
MLC often called the “fourth pillar” of International maritime regulatory regime, because it stands besides the key IMO Conventions (SOLAS, MARPOL & STCW) that support quality shipping and held to eliminate substandard shipping. The MLC requires that vessel operators obtain an MLC Compliance certificate for each vessel they operate. We are confident that all of our vessels are in full compliance with MLC Convention.

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Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 9, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast Water management certificate. 
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D2 standard on or after September 8, 2019. For most ships, compliance with the D2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Costs of compliance may be substantial.
Once mid-ocean ballast exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost compliance could increase for ocean carriers and may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. The costs of compliance with a mandatory mid-ocean ballast exchange could be material, and it is difficult to predict the overall impact of such a requirement on our operations.
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (“the CLC”). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
U.S. Regulations
The U.S. Oil Pollution Act of 1990, or OPA, establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade in the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S. territorial sea and its 200 nautical mile exclusive economic zone. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances (including certain forms of oil) whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
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injury to, or economic losses resulting from, the destruction of real and personal property;
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net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
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loss of subsistence use of natural resources that are injured, destroyed or lost;
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lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
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net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21, 2015, the USCG adjusted the limits of OPA liability to the greater of $2,200 per gross ton or $18,796,800 (subject to periodic adjustment for inflation), for tank vessels greater than 3,000 gross tons other than a single hull tank vessel, such as double hull tankers and our fleet is entirely composed of vessels of this size class. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA.  For example, effective October 22, 2012, the U.S. Bureau of Safety and Environment Enforcement, or the BSEE, implemented a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE announced a new pilot inspection program for offshore facilities.  On February 24, 2014, the U.S. Bureau of Ocean Energy Management, or the BOEM, proposed a rule increasing the limits of liability of damages for offshore facilities under the OPA based on inflation. Furthermore, in April 2015, it was announced that new regulations are expected to be imposed in the U.S. regarding offshore oil and gas drilling and the BSEE announced a new Well Control Rule in April 2016. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.
CERCLA, which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third-party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We have provided such evidence and received certificates of financial responsibility from the USCG's for each of our vessels as required to have one.

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Through our P&I Club membership with Gard, West of England and Brittania, we maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The U.S. Clean Water Act, or the CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA requires a permit regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (the “VGP”). On March 28, 2013, the EPA re-issued the VGP for another five years from the effective date of December 19, 2013. The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels, and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants. For a new vessel delivered to an owner or operator after December 19, 2013 to be covered by the VGP, the owner must submit a Notice of Intent (“NOI”) at least 30 days (or 7 days for eNOIs) before the vessel operates in United States waters. We have submitted NOIs for our vessels where required.
The USCG regulations adopted under the U.S. National Invasive Species Act (“NISA”) impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of certain engineering equipment and water treatment systems to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures, and/or may otherwise restrict our vessels from entering U.S. waters. The USCG has implemented revised regulations on ballast water management by establishing standards on the allowable concentration of living organisms in ballast water discharged from ships in U.S. waters. As of January 1, 2014, vessels were technically subject to the phasing-in of these standards, and the USCG must approve any technology before it is placed on a vessel. The USCG first approved said technology in December 2016, and continues to review ballast water management systems. The USCG may also provide waivers to vessels that demonstrate why they cannot install the new technology. The USCG has set up requirements for ships constructed before December 1, 2013 with ballast tanks trading with exclusive economic zones of the U.S. to install water ballast treatment systems as follows: (1) ballast capacity 1,500-5,000m3-first scheduled drydock after January 1, 2014; and (2) ballast capacity above 5,000m3-first scheduled drydock after January 1, 2016. All of our vessels have ballast capacities over 5,000m3, and those of our vessels trading in the U.S. will have to install water ballast treatment plants at their first drydock after January 1, 2016, unless an extension is granted by the USCG.
The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers. In addition, through the CWA certification provisions that allow U.S. states to place additional conditions on the use of the VGP within state waters, a number of states have proposed or implemented a variety of stricter ballast requirements including, in some states, specific treatment standards. Compliance with the EPA, USCG and state regulations could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
Two recent United States court decisions should be noted. First, in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP. The effect of such redrafting remains unknown. Second, on October 9, 2015, the Sixth Circuit Court of Appeals stayed the Waters of the United States rule (WOTUS), which aimed to expand the regulatory definition of “waters of the United States,” pending further action of the court. In response, regulations have continued to be implemented as they were prior to the stay on a case-by-case basis. In February 2017, the U.S. President issued an executive order directing the EPA and U.S. Army Corps of Engineers to publish a proposed rule rescinding or revising the WOTUS rule. In January 2018, the EPA and Army Corps of Engineers issued a final rule pursuant to the President’s order, under which the Agencies will interpret the term “waters of the United States” to mean waters covered by the regulations, as they are currently being implemented, within the context of the Supreme Court decisions and agency guidance documents, until February 6, 2020. Litigation regarding the status of the WOTUS rule is currently underway, and the effect of future actions in these cases upon our operations is unknown.

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The U.S. Clean Air Act, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.
European Union Regulations
In October 2009, the E.U. amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.
The E.U. has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.  The E.U. also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.  The regulation also provided the E.U. with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in EU ports.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol of the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. On June 1, 2017, the U.S. president announced that the U.S. is withdrawing from the Paris Agreement. The timing and effect of such action has yet to be determined.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, an initial IMO strategy for reduction of greenhouse gas emissions is expected to be adopted at MEPC 72 in the second quarter of 2018. The IMO may implement market-based mechanisms to reduce greenhouse gas emissions from ships at the upcoming MEPC session.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the U.S. President signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions. The outcome of this order is not yet known. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, the EPA or individual U.S. states could enact environmental regulations that would affect our operations. For example, California has introduced a cap-and-trade program for greenhouse gas emissions, aiming to reduce emissions 40% by 2030.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or more intense weather events (see risk factor on climate change).

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International Labour Organization
The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA.
Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter XI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or the IMDG Code.
To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. The following are among the various requirements, some of which are found in SOLAS:
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onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
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onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
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the development of vessel security plans;
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ship identification number to be permanently marked on a vessel's hull;
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a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
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compliance with flag state security certification requirements.
Ships operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.
The USCG regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures non-U.S. vessels provided that such vessels have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by MTSA, SOLAS and the ISPS Code, and our fleet is in compliance with applicable security requirements.
Inspection by Classification Societies
Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class,'' signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member.

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The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:
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Annual Surveys.  For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.
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Intermediate Surveys.  Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.
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Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.
As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.
At an owner's application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
Most vessels are subject also to a minimum of two examinations of the outside of a vessel's bottom and related items during each five-year special survey period. Examinations of the outside of a vessel's bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the third Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.
In general during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a ''recommendation'' which must be rectified by the shipowner within prescribed time limits.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies, or the IACS. All our vessels are certified as being "in-class" by American Bureau of Shipping, Lloyds Register or Bureau Veritas who are all members of IACS. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.
In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.

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Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which in certain circumstances imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. While we believe that our present insurance coverage is adequate, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Marine and War Risks Insurance
We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this annual report, nil deductible applies under the war risks insurance.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our contractual and third-party liabilities in connection with our shipping activities in accordance with the Rules of the P&I Association. This covers third-party liability and other related expenses including but not limited to those resulting from injury or death of crew, passengers and other third-parties, loss of or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and mandatory wreck removal (not including towage costs, which is covered by marine or war risk insurance). Protection and indemnity insurance is a form of mutual indemnity insurance, extended by mutual protection and indemnity associations, or "clubs."
As a member of a P&I Club that is a member of the International Group of P&I Clubs, or the International Group, we carry protection and indemnity insurance coverage capped at $1 billion for oil pollution claims and at $3.0 billion for other claims per vessel per incident. The P&I Clubs that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities in excess of their own retention (presently $9.0 million). Although the P&I Clubs compete with each other for business, they have found it beneficial to pool their larger risks under the auspices of the International Group. This pooling is regulated by a contractual agreement which defines the risks that are to be pooled and exactly how these risks are to be shared by the participating P&I Clubs. We are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Clubs comprising the International Group.
Permits and Authorizations
We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We have been able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.


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C.            Organizational Structure
We were incorporated under the laws of Belgium on June 26, 2003. We own our vessels either directly at the parent level, indirectly through our wholly-owned vessel owning subsidiaries, or jointly through our 50%-owned subsidiaries. We conduct our vessel operations through our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd., and also through the TI Pool. Our subsidiaries are incorporated under the laws of Belgium, France, United Kingdom, Liberia, Luxembourg, Cyprus, Hong Kong, Singapore and the Marshall Islands. Our vessels are flagged in Belgium, the Marshall Islands, France, Panama and Greece.
Please see Exhibit 8.1 to this annual report for a list of our subsidiaries.

D.            Property, Plants and Equipment
For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."
We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place for such use as of January 1, 2018:
•
Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $197,303.
•
Greece, located at 31-33 Athinon Avenue, Athens, Greece 10447, for a yearly rent of $358,704.
•
France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a total yearly rent of $32,733.
•
United Kingdom, London, located at Moreau House, 3rd Floor, 116 Brompton Road, London SW3 1JJ for a yearly rent of $10,524 (our former London office) through January 2018.
•
United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $1,010,366. We sublease part of this office space to third parties and received a total yearly rent of $749,871 (our new London office).
•
Singapore, located at 10 Hoe Chiang Road # 10-04, Keppel Tower, Singapore 089315, for a yearly rent through June 2018 of $28,424.
•
Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $14,046.
Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for further information on leases we have entered into with related parties.

ITEM 4A.    UNRESOLVED STAFF COMMENTS
None.
ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.
Factors affecting our results of operations
The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:
•
The spot rate and time charter market for VLCC and Suezmax tankers;

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•
The number of vessels in our fleet;
•
Utilization rates on our vessels, including actual revenue days versus non-revenue ballast and off-hire days;
•
Our ability to maintain and grow our customer relationships;
•
Economic, financial, regulatory, political and government conditions that affect the tanker shipping industry;
•
The earnings on our vessels;
•
Gains and losses from the sale of assets and amortization of deferred gains;
•
Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;
•
Impairment losses on vessels;
•
Administrative expenses;
•
Acts of piracy or terrorism;
•
Depreciation;
•
Drydocking and special survey days, both expected and unexpected;
•
Our overall debt level and the interest expense and principal amortization; and
•
Equity gains (losses) of unconsolidated subsidiaries and associated companies.
Lack of Historical Operating Data for Vessels Before Their Acquisition
Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial and/or operational due diligence process when we acquire vessels. Accordingly, we do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership.
Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. Although the vessels we acquire generally do not have a charter attached, we have agreed to acquire (and may in the future acquire) some vessels with time charters attached. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer's entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer. When we acquire a vessel and assume a related time charter, we take the following steps before the vessel will be ready to commence operations:
•
obtain the charterer's consent to us as the new owner;
•
obtain the charterer's consent to a new technical manager;
•
in some cases, obtain the charterer's consent to a new flag for the vessel;
•
arrange for a new crew for the vessel;
•
replace most if not all hired equipment on board, such as computers and communication equipment;

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•
negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
•
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
•
implement a new planned maintenance program for the vessel; and
•
ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.
The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included herein.
Revenue Recognition
We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Within the shipping industry, there are two methods used to account for voyage charter revenue: (1) ratably over the estimated length of each voyage and (2) completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in the shipping industry and the method we use. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. We do not begin recognizing voyage revenue until a charter has been agreed to by both us and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.
    Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a TCE basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue. The pool follows the same revenue recognition principles, as applied by us, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
The following table presents our average TCE rates (in U.S. dollars) and vessel operating days, which are the total days the vessels were in our possession for the relevant period, net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys for the periods indicated:

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Year ended December 31, 2017
 
Year ended December 31, 2016
 
Year ended December 31, 2015
 
 
REVENUE
 
REVENUE
 
REVENUE
 
 
Fixed

 
Spot

 
Pool

 
Fixed

 
Spot

 
Pool

 
Fixed

 
Spot

 
Pool

TANKER SEGMENT*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
VLCC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average rate
 
$
39,629


$
—


$
27,773


$
42,618


$
47,384


$
41,863


$
41,981


$
30,734


$
55,055

Vessel Operating days
 
1,882


—


8,977


1,918


468


8,167


954


380


8,311

SUEZMAX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average rate
 
$
22,131


$
18,002


—


$
26,269


$
27,498


—


$
35,790


$
41,686


—

Vessel Operating days
 
1,886


4,934


—


2,105


4,646


—


2,297


4,483


—

FSO SEGMENT**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FSO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average rate
 
$
163,975


—


—


$
178,650


—


—


$
178,778


—


—

FSO Operating days
 
365


—


—


366


—


—


365


—


—

* The figures for the tanker segment do not include our economic interest in joint ventures.
**The figures for the FSO segment are included and presented at our economic interest, 50%.

Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels (reflected under "Pool" in the table above), whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel (reflected under "Spot" in the table above).
Vessel Useful Lives and Residual Values
The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased plus any additional capital expenditures less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 25 years are used. Newbuildings are depreciated from delivery from the construction yard. Purchased vessels and FSOs converted later into an FSO are depreciated over their respective remaining useful lives as from the delivery of the construction yard to its first owner.
On December 31, 2017, all of our owned vessels were of double hull construction. If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels.
 We estimate that our vessels will not have any residual value at the end of their useful lives. Even though the scrap value of a vessel could be worth something, it is difficult to estimate taking into consideration the cyclicality of the nature of future demand for scrap steel and is likely to remain volatile and unpredictable. The costs of scrapping and disposing of a vessel with due respect for the environment and the safety of the workers in such specialized yards is equally challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. For example, certain organizations have suggested that the industry adopt The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Convention. While this Convention has not been accepted yet by the flag states of the flags we use, we believe that this Convention or a similar convention may be adopted in the future. In the event that more stringent requirements are imposed upon tanker owners, including those seeking to sell their vessels to a party that intends to recycle the vessels after they have been purchased, or a Recycling Purchaser, such requirements could negatively impact the sales prices obtainable from the Recycling Purchasers or require companies, including us, to incur additional costs in order to sell their vessels to recycling purchasers or to other foreign buyers intending to use such vessels for further trading. Therefore, we take the view that by the time our assets reach the end of their useful lives, their scrap values are likely to be the same as their disposal costs.

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Vessel Impairment
The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. The carrying amounts of our vessels are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.
FSO Impairment
Due to the fact that FSO vessels are often purposely built for specific circumstances, and due the absence of an efficient market for transactions of FSO vessels, the carrying values of our FSOs may not represent their fair values at any point in time. The carrying amounts of our FSOs are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single FSO. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.
Calculation of recoverable amount
The recoverable amount of an asset or cash generating unit is the greater of its fair value less its cost to sell and value in use. In assessing value in use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit.
 The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.
 In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. Specifically, in estimating future charter rates or service contract rates, management takes into consideration estimated daily rates for each asset over the estimated remaining lives. The estimated daily TCE rates are based on the trailing 10-year historical average rates, based on quarterly average rates published by an independent third-party maritime research service. Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable, even though the standard deviation of the 10-year average has increased in 2017 compared to 2016 for the tanker segment, on both VLCC and Suezmax. Also, the 10-year average used in the computation of value in use (for both VLCC and Suezmax) as of December 31, 2017 includes the year 2008, which was an exceptional high year in terms of TCE achieved by both the VLCC and Suezmax fleets. When using 5-year historical charter rates in this impairment analysis, the impairment analysis as at December 31, 2017 indicates a total impairment amount of $5.7 million for the tanker fleet, and when using 1-year historical charter rates in this impairment analysis, the impairment analysis as at December 31, 2017 indicates a total impairment amount of $427.3million for the tanker fleet. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates for the remaining period of the charter as well as management's best estimate of daily rates for future periods. The WACC used to calculate the value in use of our assets is derived from our actual cost of debt and the cost of equity as reported on Bloomberg and without adjustment, which we believe reflects the appropriate cost of equity. However given the significant increase of the WACC in 2017 when compared to 2016, we will continue monitoring it to see if it necessitates any adjustment to reflect more accurately our cost of equity.  
Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved over the last 5 years, vessels useful lives and estimates of residual values consistent with our depreciation policy.

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The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrappings, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.
Our Fleet—Vessel Carrying Values
During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment analysis discussed above, we have concluded that for the years ended December 31, 2017 and 2016, no impairment was required.
The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of December 31, 2017 and December 31, 2016. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment". We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values (For Vessels or for the CGU as appropriate and defined in the Critical Accounting Policies - Vessel Impairment). For vessels that are designated as held for sale at the balance sheet date, we either use the agreed upon selling price of each vessel if an agreement has been reached for such sale or an estimate of basic market value if an agreement for sale has not been reached as of this annual report.
 
 
 
 
 
 
(In thousands of USD)
Vessel Type
 
Numbers of Vessels at December 31, 2017
 
Numbers of Vessels at December 31, 2016
 
Carrying Value at December 31, 2017
 
Carrying Value at December 31, 2016
VLCC (includes ULCC) (1)
 
25


26


1,667,308


1,694,506

Suezmax (2)
 
18


19


604,192


688,657

Vessels held for sale
 
—


—


—


—

Total
 
43


45


2,271,500


2,383,163

(1)
As of December 31, 2017, 20 of our VLCC owned vessels (December 31, 2016: 19) had carrying values which exceeded their market values. These vessels had an aggregate carrying value of $1,462.5 million (December 31, 2016: $1,432.2 million), which exceeded their aggregate market value by approximately $244.2 million (December 31, 2016: $298.0 million).
(2)
As of December 31, 2017, 16 of our Suezmax owned vessels (December 31, 2016: 17) had carrying values which exceeded their market values. These vessels had an aggregate carrying value of $598.2 million (December 31, 2016: $664.8 million), which exceeded their aggregate market value by approximately $191.6 million (December 31, 2016: $204.7 million).
The table above only takes into account the fleet that is 100% owned by us and therefore does not take into account the FSOs as they are accounted for using the equity method.

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Vessels held for sale
Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).
Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost to sell.
Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
Vessels classified as held for sale are no longer depreciated.
As of December 31, 2017 and December 31, 2016 we had no vessels as a non-current asset held for sale.
Drydocking-Component approach
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in drydock. Components installed during dry-dock with a useful life of more than 1 year, are depreciated over their estimated useful life (2.5-5 years).

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Fleet Development
The following table summarizes the development of our fleet as of the dates presented below*:
 
 
Year ended
December 31, 2017
 
Year ended
December 31, 2016
 
Year ended
December 31, 2015
VLCCs
 
 
 
 
 
 
At start of period
 
30.0


28.5


27.5

Acquisitions
 
2.0


3.5


3.0

Dispositions
 
(3.0
)

(5.0
)

(1.0
)
Chartered-in
 
—


3.0


(1.0
)
At end of period
 
29.0


30.0


28.5

Newbuildings on order
 
—


2.0


3.0

Suezmax
 








At start of period
 
19.0


20.0


21.0

Acquisitions
 
—


1.0


—

Dispositions
 
(1.0
)

(1.0
)

(1.0
)
Chartered in
 
—


(1.0
)

—

At end of period
 
18.0


19.0


20.0

Newbuildings on order
 
4.0


2.0


—

FSO
 








At start of period
 
1.0


1.0


1.0

Acquisitions
 
—


—


—

Dispositions
 
—


—


—

Chartered in
 
—


—


—

At end of period
 
1.0


1.0


1.0

Newbuildings on order
 
—


—


—

Total fleet
 








At start of period
 
50.0


49.5


49.5

Acquisitions
 
2.0


4.5


3.0

Dispositions
 
(4.0
)

(6.0
)

(2.0
)
Chartered in
 
—


2.0


(1.0
)
At end of period
 
48.0


50.0


49.5

Newbuildings on order
 
4.0


4.0


3.0

* This table includes the two vessels that we own through joint venture entities, which we recognize in our income statement using the equity method, at our respective share of economic interest. This table does not include vessels acquired, but not yet delivered.
Vessel Acquisitions and Charter-in Agreements
On June 15, 2015, we entered into an agreement with an unrelated third-party to acquire contracts for the construction of the Metrostar Acquisition Vessels, which at the time of our purchase were under construction at Hyundai, for an aggregate purchase price of $384.0 million, or $96.0 million per vessel. The first vessel, the Antigone , was delivered to us on September 25, 2015. The second vessel, the Alice , was delivered to us on January 26, 2016. The third vessel, the Alex , was delivered to us on March 24, 2016. The fourth vessel, the Anne , was delivered to us on May 13, 2016.

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On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti Shipholding Ltd., or Moneghetti, and Fontvieille Shipholding Ltd., or Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano Shipholding Ltd., or Fiorano, and Larvotto Shipholding Ltd., or Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta’s claims arising from the shareholder loans to Fiorano and Larvotto. In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels. As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria, respectively. We no longer have an equity interest in Moneghetti or Fontvieille, which now fully own the Suezmaxes Devon and the Eugenie, respectively. Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies. We refer to these transactions collectively as the Share Swap and Claims Transfer Agreement. 
On August 16, 2016, we entered into an agreement for the acquisition through resale of two VLCCs which are under construction at Hyundai for an aggregated purchase price of $169 million or $84.5 million per vessel. The two VLCCS,  Ardeche and Aquitaine, were delivered to us on January 12, 2017 and January 20, 2017 respectively.
 On October 3, 2016, we entered into construction contracts with Hyundai for two high specification Ice-Class Suezmax vessels from Hyundai, which we expect will be delivered to us in the first half of 2018.
 On November 1, 2016, we entered into an agreement to purchase the VLCC V.K. Eddie from our 50% joint venture Seven Seas Shipping Ltd., or Seven Seas, at a price of $39.0 million.
 On April 27, 2017, we entered into newbuilding contracts for the construction of two additional high specification Ice Class Suezmax vessels from Hyundai shipyard in South Korea. We expect that these vessels will be delivered to us during the second half of 2018.
Vessel Sales and Redeliveries
In April 2014, our counterparty exercised a purchase option to buy the Olympi a and the Antarctica from us for an aggregate purchase price of $178.0 million, of which $20.0 million had been received in January 2011 as an option fee deductible from the purchase price. The sale resulted in a combined loss of $7.4 million which was recorded in the second quarter of 2014. The Olympia was delivered to its new owner on September 8, 2014 and the Antarctica was delivered to its new owner on January 15, 2015, earlier than expected, resulting in an increased sale price and a corresponding gain on disposal of assets of $2.2 million, which was recorded in the first quarter of 2015.
On November 11, 2015, we sold the Suezmax Cap Laurent for a net price of $22.3 million to an unrelated third-party, resulting in a capital gain of $11.1 million in the fourth quarter of 2015. We delivered the vessel to its new owner on November 26, 2015.
On January 15, 2016, we sold the VLCC Famenne, for a net price of $38.0 million to an unrelated third-party, resulting in a capital gain of $13.8 million, which was recorded in the first quarter of 2016. We delivered the vessel to its new owner on March 9, 2016.
On October 27, 2016 and November 27, 2016, we redelivered the VLCC KHK Vision and the Suezmax Suez Hans, respectively, to their owners upon the conclusion of their respective time charter-in periods .
On December 16, 2016, we entered into a five-year sale and leaseback agreement with an unrelated third-party for four VLCCs. The four VLCCs are the Nautilus, the Navarin, the Neptun, and the Nucleus. The transaction assumed a net en-bloc sale price of $185 million and produced a gain of $41.5 million which was recorded in the fourth quarter of 2016. However, because there was a total difference of $5.0 million between the observable fair value of the assets ($181 million) and the sale price ($186 million), this excess has been deferred and is being amortized over the period for which the asset is expected to be used (in this case, the duration of the lease, which is 5 years.).
 On May 23, 2017, the Company sold the VLCC TI Topaz (2002 – 319,430 dwt), one of its two oldest VLCC vessels, for $21.0 million. The loss on that sale of $21.0 million, was recorded in the second quarter.
On November 10, 2017, the Company sold the VLCC Flandre (2004 - 305,688 dwt) for $45.0 million to a global supplier and operator of offshore floating platforms. The Company recorded a gain of $20.3 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 20, 2017 and will be converted into an FSPO by her new owner and will therefore leave the worldwide VLCC trading fleet.

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On November 16, 2017, the Company sold the Suezmax Cap Georges (1998 - 146,652 dwt) for $9.3 million. The Company recorded a gain of $8.5 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on November 29, 2017.
On November 17, 2017, the Company sold the VLCC Artois (2001 - 298,330 dwt) for $21.8 million. The Artois was the oldest vessel in the Company’s VLCC fleet. The Company recorded a gain of $7.7 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 4, 2017.

A.  Operating Results 

Year ended December 31, 2017, compared to the year ended December 31, 2016
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2017 and 2016:
(US$ in thousands)
 
2017

2016

$ Change

% Change
Voyage charter and pool revenues
 
394,663


544,038


(149,375
)

(27
)%
Time charter revenues
 
118,705


140,227


(21,522
)

(15
)%
Other income
 
4,902


6,996


(2,094
)

(30
)%
Total shipping revenues
 
518,270


691,261


(172,991
)

(25
)%
Voyage expenses and commissions
 
(62,035
)

(59,560
)

(2,475
)

4
 %
Voyage Charter and Pool Revenues .    Voyage charter and pool revenues decreased by 27% , or $149.4 million , to $394.7 million for the year ended December 31, 2017 , compared to $544.0 million for 2016 . This decrease was due to a decrease in the average TCE rates for VLCCs and Suezmax tankers from $42,243  per day and $27,114 per day, respectively in 2016 to $29,827 and $19,144 , respectively in 2017 . This decrease in the average TCE was partially offset by an increase of the total number of vessel operating days.
Time Charter Revenues .    Time charter revenues decreased by 15% , or $21.5 million , to $118.7 million for the year ended December 31, 2017 , compared to $140.2 million for 2016 .  This decrease was due to several time charter contracts that ended without being renewed during the course of 2017 combined with deteriorating spot market conditions that resulted in lower profit splits existing on some of those contracts.
Other Income .    Other income decreased by 30% , or $2.1 million , to $4.9 million for the year ended December 31, 2017 , compared to $7 million for 2016 . Other income includes revenues related to the standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
Voyage Expenses and Commissions .    Voyage expenses and commissions increased by 4% or $2.5 million , to $(62.0) million for the year ended December 31, 2017 , compared to $(59.6) million for 2016 . This increase was primarily due to increased of oil prices which increased bunker expenses, the largest component of voyage expenses and fewer vessels operating under a long term time charter.
Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.
The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Net gain (loss) on lease terminations
 
—


—


—


0
 %
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale and loss on disposal of investments in equity-accounted investees)
 
15,511


26,245


(10,734
)

(41
)%

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Net gain (loss) on lease terminations.     We did not terminate any leases during the years ended December 31, 2017 and 2016 .
Net gain (loss) on sale of assets (including impairment on non-current asset s held for sale, and loss on disposal of investments in equity-accounted investees).    Net gain (loss) decreased by 41% , or $10.7 million , to a net gain of $15.5 million for the year ended December 31, 2017 , compared to a net gain of $26.2 million for 2016 .
The net gain on sale of assets of $15.5 million in 2017 , represents the difference between a gain of $8.5 million recorded on the sale of the Suezmax Cap Georges , a gain of $7.7 million on the sale of the VLCC Artois, a gain of $20.3 million recorded on the sale of the VLCC Flandre and a loss of 21.0 million on the sale of the VLCC TI Topaz.
The net gain on sale of assets of $26.2 million in 2016 represents the difference between a gain of $13.8 million recorded on the sale of the VLCC Famenne , a gain of $36.5 million recorded on the sale and lease back transaction of the VLCC Nautilus, Navarin, Neptun and Nucleus , and a loss of $24.1 million on the disposal of the joint ventures with Bretta, where we assumed full ownership of the two youngest vessels, the Suezmax Captain Michael and the Suezmax Maria .
Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Total VLCC operating expenses
 
95,987


100,848


(4,861
)

(5
)%
Total Suezmax operating expenses
 
54,440


59,351


(4,911
)

(8
)%
Total vessel operating expenses
 
150,427


160,199


(9,772
)

(6
)%
Total vessel operating expenses decreased by 6% , or $9.8 million , to $150.4 million during the year ended December 31, 2017 , compared to $160.2 million for 2016 .
VLCC operating expenses decreased by 5% , or $4.9 million , during the year ended December 31, 2017 , compared to 2016 . The decrease was primarily attributable to various cost savings and positive rate of exchange impact, partly offset by the delivery of the VLCC  Ardeche  and VLCC  Aquitaine  in January 2017 and purchase of the VLCC  V.K. Eddie  in November 2016.
Suezmax operating expenses decreased by 8% , or $4.9 million , during the year ended December 31, 2017 , compared to 2016 . The decrease was mainly due to lower technical costs in general, partly offset by the acquisition of the Suezmaxes  Maria  and  Captain Michael  following the Share Swap and Claims Transfer Agreement. See Item 5. Operating and Financial Review and Prospects-Fleet Development.
Time charter-in expenses and bareboat charter-hire expenses.
The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Time charter-in expenses
 
62


16,921


(16,859
)

(100
)%
Bareboat charter-hire expenses
 
31,111


792


30,319


3,828
 %
Total charter hire expense
 
31,173


17,713


13,460


76
 %
Time charter-in expenses. Time charter-in expenses decreased by 100% , or $16.9 million , to $0.1 million during the year ended December 31, 2017 , compared to $16.9 million for 2016 . The decrease was attributable to the expiration of two time charter parties in 2016.
Bareboat charter-hire expenses. Bareboat charter-hire expenses increased by $30.3 million , to $31.1 million for the year ended December 31, 2017 , compared to $0.8 million for 2016 . The increase was entirely attributable to the sale and leaseback transaction of the VLCCs Nautilus, Navarin, Nucleus and Neptun entered into on December 16, 2016.

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General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
General and administrative expenses
 
46,868


44,051


2,817


6
%
General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 6% , or $2.8 million , to $46.9 million for the year ended December 31, 2017 , compared to $44.1 million for 2016 .
This increase was due to, among other factors, an increase of $0.5 million relating to tonnage tax due to a higher number of VLCCs in the fleet, and an increase of $1.7 million in administrative expenses related to the TI Pool, due to the signing and usage of a senior secured line of credit to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels. The TI Pool's financing expenses are part of the Pool administrative expenses which are borne by the Pool Participants, including Euronav. Furthermore, the audit and other fees increased by $0.6 million for the year ended December 31, 2017 , compared to 2016 , due to the enhanced effort on internal processes excellence in 2017. Staff costs increased with $0.6 million due to an increased head count.
 This increase was offset partially by a decrease of $0.7 million in directors’ fees, due to a favorable rate of exchange and the resignation of one of our directors. 
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Depreciation and amortization expenses
 
229,872


227,763


2,109


1
%
Depreciation and amortization expenses increased by 1% , or $2.1 million , to $229.9 million for the year ended December 31, 2017 , compared to $227.8 million for 2016 .
Depreciation increased primarily due to (i) the acquisition and delivery of the VLCCs  Ardeche, Aquitaine, Alex, Anne and V.K. Eddie , resulting in an aggregate increase of $15.7 million, (ii) an increase in depreciation of drydock of $3.6 million and (iii) an increase of $3.6 million due to the acquisition of full ownership of the Suezmaxes  Maria  and  Captain Michael  following the Share Swap and Claims Transfer Agreement (see Fleet Development). This increase was partially offset by a decrease in depreciations due to (i) the sale and leaseback transaction of the VLCCs  Nautilus, Navarin, Nucleus  and  Neptun  entered into on December 16, 2016, resulting in an aggregate decrease of $13.3 million (ii) the sale and delivery of the VLCC  TI Topaz  to its new owner on June 9, 2017, (iii) the sale and delivery of the Suezmax Cap Georges  to its new owner on November 29, 2017, (iv) the sale and delivery of the VLCC Flandre  to its new owner on December 20, 2017 and (iv) the sale and delivery of the VLCC Artois  to its new owner on December 4, 2017 resulting in a combined decrease of $6.2 million.
Finance Expenses.
The following table sets forth our finance expenses for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Interest expense on financial liabilities measured at amortized cost
 
38,391


39,007


(616
)

(2
)%
Other financial charges
 
5,819


4,577


1,242


27
 %
Foreign exchange losses
 
6,521


8,111


(1,590
)

(20
)%
Finance expenses
 
50,731


51,695


(964
)

(2
)%

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Finance expenses decreased by 2% , or $1.0 million , to $50.7 million for the year ended December 31, 2017 , compared to $51.7 million for 2016 .
Interest expense on financial liabilities measured at amortized cost decreased by 2% , or $0.6 million , during the year ended December 31, 2017 , compared to 2016 . This decrease was primarily attributable to the decrease in average outstanding debt during the year ended December 31, 2017 , compared to the same period in 2016 , partially offset by an increase of floating interest rates in 2017 . Other financial charges increased by 27% , or $1.2 million , to $5.8 million for the year ended December 31, 2017 , compared to $4.6 million for 2016 . This increase was primarily attributable to commitment fees paid for available credit lines, of which the total availability increased in 2017.
Foreign exchange losses decreased by 20% , or $1.6 million , primarily due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Share of results of equity accounted investees
 
30,082


40,495


(10,413
)

(26
)%
As at December 31, 2017, our equity accounted investees included two joint ventures which owned one FSO each.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta’s claims arising from the shareholder loans to Fiorano and Larvotto. As a result, our equity interest in both Fiorano and Larvotto increased from 50% to 100% giving us control of both companies. We no longer have an equity interest in Moneghetti and Fontvieille. Before the swap agreement, we accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016. These transactions led to a decrease in the share of results of equity accounted investees for the year ended December 31, 2017 , by $2.0 million compared to 2016 .
On November 23, 2016, we took delivery of the VLCC V.K. Eddie that we purchased from our 50% joint venture Seven Seas. As a result, our share of the profit of this joint venture for the year ended December 31, 2017 , was $3.7 million lower compared to 2016 .
The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have decreased by an aggregate of $4.6 million, mostly due to the recognition of a deferred tax liability and lower revenue under the new FSO contracts which started in July and September 2017 for the FSO Asia and FSO Africa, respectively. This was partly offset by lower interest expense after the repayment of the remaining bank debt in July 2017.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2017 and 2016 :
(US$ in thousands)
 
2017

2016

$ Change

% Change
Income tax benefit (expense)
 
1,358


174


1,184


680
%
Income tax benefit/(expense) increased by 680% , or $1.2 million , to a benefit of  $1.4 million for the year ended December 31, 2017 , compared to a benefit of $0.2 million for 2016 , which was mainly attributable to the recognition of a deferred tax asset related to our fully owned subsidiary Euronav Luxembourg.



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Table of Contents

Year ended December 31, 2016, compared to the year ended December 31, 2015
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Voyage charter and pool revenues
 
544,038


720,416


(176,378
)

(24
)%
Time charter revenues
 
140,227


126,091


14,136


11
 %
Other income
 
6,996


7,426


(430
)

(6
)%
Total shipping revenues
 
691,261


853,933


(162,672
)

(19
)%
Voyage expenses and commissions
 
(59,560
)

(71,237
)

11,677


(16
)%
Voyage Charter and Pool Revenues .    Voyage charter and pool revenues decreased by 24%, or $176.4 million, to $544.0 million for the year ended December 31, 2016, compared to $720.4 million for the same period in 2015. This decrease was due to a decrease in the average TCE rates for VLCCs and Suezmax tankers from $52,802 and $39,689, respectively in 2015 to $42,243 and $27,114, respectively in 2016. This decrease in the average TCE was partially offset by an increase of the total number of vessel operating days.
Time Charter Revenues .    Time charter revenues increased by 11%, or $14.1 million, to $140.2 million for the year ended December 31, 2016, compared to $126.1 million for the same period in 2015.  This increase was partly due to several new time charter contracts at the end of 2015 and in 2016 resulting in an increase in fixed operating days. The increase in fixed operating days was partially offset by a lower rate received during 2016 due to renewal of charters and by the market-related profit share earned on certain of our time charter-out vessels due to less favorable market conditions.
Other Income .    Other income decreased by 6%, or $0.4 million, to $7.0 million for the year ended December 31, 2016, compared to $7.4 million for the same period in 2015. Other income includes revenues related to the daily standard business operation of the fleet that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
Voyage Expenses and Commissions .    Voyage expenses and commissions decreased by 16% or $11.7 million, to $(59.6) million for the year ended December 31, 2016, compared to $(71.2) million for the same period in 2015. This decrease was primarily due to a decrease of oil prices which reduced bunker expenses, the largest component of voyage expenses and more vessels operating under a long term time charter.
Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.
The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Net gain (loss) on lease terminations
 
—


—


—


0
%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale and loss on disposal of investments in equity-accounted investees)
 
26,247


5,300


20,947


395
%
Net gain (loss) on lease terminations.     We did not terminate any leases during the years ended December 31, 2016 and 2015.

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Net gain (loss) on sale of assets (including impairment on non-current assets held for sale, and loss on disposal of investments in equity-accounted investees).    Net gain (loss) increased by 395%, or $20.9 million, to a gain of $26.2 million for the year ended December 31, 2016, compared to a gain of $5.3 million for the same period in 2015. The net gain on sale of assets of $26.2 million in 2016 represents the difference between a capital gain of $13.8 million recorded on the sale of the VLCC Famenne , a capital gain of $36.5 million recorded on the sale and lease back transaction of the VLCC Nautilus, Navarin, Neptun and Nucleus , and a loss of $24.1 million on the disposal of the joint ventures with Bretta, where we assumed full ownership of the two youngest vessels, the Suezmax Captain Michael and the Suezmax Maria . The net gain on sale of assets of $5.3 million in 2015 represents the difference between a capital gain of $11.1 million on the sale of the Suezmax Cap Laurent , an additional capital gain of $2.2 million on the sale of the VLCC Antarctica , and a write-off of the $8.0 million option fee related to the option to purchase four VLCCs from the seller of the Metrostar Acquisition Vessels, which our Board of Directors decided not to exercise in the third quarter of 2015.
Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Total VLCC operating expenses
 
100,848


99,682


1,166


1
%
Total Suezmax operating expenses
 
59,351


54,036


5,315


10
%
Total vessel operating expenses
 
160,199


153,718


6,481


4
%
Total vessel operating expenses increased by 4%, or $6.5 million, to $160.2 million during the year ended December 31, 2016, compared to $153.7 million for the same period in 2015. This increase was primarily due to an increase in the number of vessels operated by us (i) following the delivery of newbuildings the VLCCs Alice, Alex, and Anne , (ii) the acquisition of the joint venture stake we did not own in the Suezmaxes Captain Michael, Maria   and VLCC V.K. Eddie (see Fleet Development). The increase was partly offset by the sale of the VLCC Famenne and Suezmax Cap Laurent.
VLCC operating expenses increased by 1%, or $1.2 million, during the year ended December 31, 2016, compared to the same period 2015. The increase was primarily attributable to additional vessels acquired and delivered in 2016 and in the course of 2015, offset by the sale of the Famenne and lower technical expenses in general.
Suezmax operating expenses increased by 10%, or $5.3 million, during the year ended December 31, 2016, compared to the same period 2015. The increase was mainly due to the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development), partially offset by the sale of the Cap Laurent at the end of 2015.
Time charter-in expenses and bareboat charter-hire expenses.
The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Time charter-in expenses
 
16,921


25,849


(8,928
)

(35
)%
Bareboat charter-hire expenses
 
792


—


792


—

Total charter hire expense
 
17,713


25,849


(8,136
)

(31
)%
Time charter-in expenses. Time charter-in expenses decreased by 35%, or $8.9 million, to $16.9 million during the year ended December 31, 2016, compared to $25.8 million for the same period in 2015. The decrease was attributable primarily to the expiration of two time charter parties in 2016.
Bareboat charter-hire expenses. Bareboat charter-hire expenses increased by $0.8 million, to $0.8 million for the year ended December 31, 2016, compared to $0.0 million for the same period in 2015. The increase was entirely attributable to the sale and leaseback transaction of the VLCCs Nautilus, Navarin, Nucleus and Neptun on December 22, 2016.

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Table of Contents

General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
General and administrative expenses
 
44,051


46,251


(2,200
)

(5
)%
General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, decreased by 5%, or $2.2 million, to $44.1 million for the year ended December 31, 2016, compared to $46.3 million for the same period in 2015.
This decrease was due to, among other factors, a decrease of $1.2 million relating to equity-settled share based payments, a decrease of $0.4 million in rental expenses, a decrease of $0.4 million in directors' fees, a decrease of $0.3 million in travel expenses, and a $0.7 million reversal of provisions for onerous contracts.
Furthermore, the administrative expenses related to the TI Pool decreased by $0.9 million during the year ended December 31, 2016, compared to the same period in 2015, mainly due to the lower freight market.
The audit and other fees increased by $0.9 million during the year ended December 31, 2016, compared to the same period in 2015, due to the implementation and audit of an enhanced framework of internal controls.
The mortgages and registration fees increased by $0.9 million during the year ended December 31, 2016 compared to the same period in 2015, due to the sale of certain vessels between consolidated companies in the course of 2016.
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Depreciation and amortization expenses
 
227,763


210,206


17,557


8
%
Depreciation and amortization expenses increased by 8%, or $17.6 million, to $227.8 million for the year ended December 31, 2016, compared to $210.2 million for the same period in 2015.
Depreciations increased primarily due to (i) the acquisition and delivery of the VLCCs Antigone, Alice, Alex and Anne , resulting in an aggregate increase of $16.0 million, (ii) an increase in depreciation of drydock of $3.3 million and (iii) the acquisition of full ownership of the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development). This increase was partially offset by a decrease in depreciations due to (i) the sale and delivery of the VLCC Famenne and Suezmax Cap Laurent to their respective new owners on March 9, 2016 and November 26, 2015, respectively, resulting in a combined decrease of $7.9 million.
Finance Expenses.
The following table sets forth our finance expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Interest expense on financial liabilities measured at amortized cost
 
39,007


38,246


761


2
 %
Other financial charges
 
4,577


8,482


(3,905
)

(46
)%
Foreign exchange losses
 
8,111


4,214


3,897


92
 %
Finance expenses
 
51,695


50,942


753


1
 %
Finance expenses increased by 1%, or $0.8 million, to $51.7 million for the year ended December 31, 2016, compared to $50.9 million for the same period in 2015.

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Interest expense on financial liabilities measured at amortized cost increased by 2%, or $0.8 million, during the year ended December 31, 2016, compared to the same period in 2015. This increase was primarily attributable to the increase of floating interest rates in 2016, offset by a decrease in average outstanding debt during the year ended December 31, 2016, compared to the same period in 2015. Other financial charges decreased by (46)%, or $ (3.9) million, to $4.6 million for the year ended December 31, 2016, compared to $8.5 million for the same period in 2015. This decrease was primarily attributable to the repayment of the $235.5 million bond, issued to partly finance the acquisition of the Maersk Acquisition Vessels, in the first quarter of 2015. As the bond was issued below par and in accordance with IFRS, we amortized $4.1 million in the first quarter of 2015.
Foreign exchange losses increased by 92%, or $3.9 million, due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Share of results of equity accounted investees
 
40,495


51,592


(11,097
)

(22
)%
As at December 31, 2015, our equity accounted investees included one joint venture which owned one VLCC, four joint ventures which owned one Suezmax each, and two joint ventures which owned one FSO each.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto.  As a result, our equity interest in both Fiorano and Larvotto increased from 50% to 100% giving us control of both companies. We no longer have an equity interest in Moneghetti and Fontvieille. Before the swap agreement, we accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016. These transactions led to a decrease in the share of results of equity accounted investees by $10.6 million compared to 2015.
On November 23, 2016, we took delivery of the VLCC V.K. Eddie that we purchased from our 50% joint venture Seven Seas. Our share of the profit of this joint venture for the year ended December 31, 2016 was $2.2 million lower than in the year ended December 31, 2015.
The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa , respectively, have increased by an aggregate of $1.4 million, mostly due to lower daily operating expenses.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2016 and 2015:
(US$ in thousands)
 
2016

2015

$ Change

% Change
Income tax benefit (expense)
 
174


(5,633
)

5,807


(103
)%
Income tax benefit/(expense) decreased by 103%, or $5.8 million, to a benefit of  $0.2 million for the year ended December 31, 2016, compared to an expense of $5.6 million for the same period in 2015, which was mainly attributable to the fact that two Belgian subsidiaries applied the tonnage tax regime as from January 1, 2016.
B.    Liquidity and capital resources
We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the issuance of convertible or other unsecured notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

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Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.
As of December 31, 2017 and December 31, 2016 , we had $143.6 million and $206.7 million in cash and cash equivalents, respectively.
Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledged under borrowings from commercial banks.
Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2017 and December 31, 2016 , we had $ 60.0 million and $ 60.0 million in available syndicated credit lines, respectively.
Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements. As of December 31, 2017 and December 31, 2016 , we had $ 547.4 million and $ 295.8 million in available committed secured revolving credit facilities, respectively.
Net cash from (used in) operating activities during the year ended December 31, 2017 was $211.3 million , compared to $438.2 million during the year ended December 31, 2016 . Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2017 will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.
We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this annual report.
As of December 31, 2017 and December 31, 2016 , our total indebtedness was $964.6 million and $1,159.0 million respectively.
We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

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Our Borrowing Activities
 
 
Amounts Outstanding as of
(US$ in thousands)
 
December 31,
2017
 
December 31,
2016
Euronav NV Credit Facilities
 
 
 
 
$500.0 Million Senior Secured Credit Facility  

—


—

$340.0 Million  Senior Secured Credit Facility

111,666


207,271

$750.0 Million Senior Secured Credit Facility

330,000


612,050

$409.5 Million Senior Secured Credit Facility

118,000


222,036

$67.5 Million Secured Loan Facility (Larvotto)  

25,173


29,143

$76.0 Million Secured Loan Facility (Fiorano)  

23,563


27,813

$108.5 Million Secured Loan Facility
 
104,932

 
—

 
 
 
 
 
Credit Line Facilities
 
 
 
 
Credit lines

—


—

 
 
 
 
 
Senior unsecured bond
 
 
 
 
Senior unsecured bond
 
150,000

 
—

 
 
 
 
 
Treasury notes program
 
 
 
 
Treasury notes program
 
50,010

 
—

 
 
 
 
 
Total interest bearing debt
 
913,344

 
1,098,313

 
 
 
 
 
Joint Venture Credit Facilities (at 50% economic interest)
 
 

 
 

$500.0 Million Secured Loan Facility (TI Asia and TI Africa)  

—


37,671

 
 
 
 
 
Total interest bearing debt - joint ventures
 
—

 
37,671

Euronav NV Credit Facilities
$500.0 Million Senior Secured Credit Facility
On March 25, 2014, we entered into a $500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA, and Skandinaviska Enskilda Banken AB (publ). The proceeds of the facility were drawn and used to partially finance the purchase price of the 15 VLCCs which we acquired from Maersk Tankers in 2014. On December 21, 2016, we repaid this facility in full using a portion of the borrowings under our new $409.5 million Senior Secured Credit Facility.
$340.0 Million Senior Secured Credit Facility
On October 13, 2014, we entered into a $340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V., as Agent and Security Trustee. Borrowings under this facility have been used to partially finance our acquisition of the VLCC Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a $148.0 million non-amortizing revolving credit facility and (ii) a $192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is secured by eight of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and the VLCC Acquisition Vessels. As of December 31, 2017 and December 31, 2016 the outstanding balance on this facility was $111.7 million and $207.3 million , respectively.

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$750.0 Million Senior Secured Credit Facility
On August 19, 2015, we entered into a $750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $500.0 million revolving credit facility, a $250.0 million revolving acquisition facility, and an uncommitted $250.0 million upsize facility. We used the proceeds of this facility to refinance all remaining indebtedness under our $750.0 million senior secured credit facility (2011) and our $65.0 million secured credit facility and for the acquisition of the Metrostar Acquisition Vessels in June 2015. This facility is secured by 24 of our wholly-owned vessels. The revolving credit facility is reduced in 13 installments of consecutive six-month interval. The revolving acquisition facility is reduced in 13 installments of consecutive six-month interval and a final $154.0 million repayment is due at maturity in 2022. This facility bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs. Following the sale of the  Cap Laurent  in November 2015, the total revolving credit facility was reduced by $11.5 million. Following the sale of the  Famenne  in January 2016, the total revolving credit facility was reduced by $21.3 million. Following the sale of the VLCC TI Topaz  in June 2017, the total revolving credit facility was reduced by $19.5 million. Following the sale of the Suezmax Cap Georges in November 2017, the total revolving credit facility was reduced by $7.5 million. Following the sale of the VLCC Artois and Flandre in December 2017, the total revolving credit facility was reduced by $35.5 million. As of December 31, 2017 and December 31, 2016 the outstanding balance on this facility was $330.0 million and $612.1 million , respectively.
$409.5 Million Senior Secured Credit Facility
On December 16, 2016, we entered into a $409.5 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $500.0 Million Senior Secured Credit Facility. This facility is secured by 11 of our wholly-owned vessels. The revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $129.2 million repayment is due at maturity in 2023. This facility bears interest at LIBOR plus a margin of 2.25% per annum plus applicable mandatory costs. As of December 31, 2017 and December 31, 2016 , the outstanding balance on this facility was $118.0 million and $222.0 million , respectively.
$67.5 Million Secured Loan Facility (Larvotto)
On August 29, 2008, one of our previously 50%-owned joint ventures, Larvotto Shipholding Limited, entered into a $67.5 million loan facility, as supplemented by a supplemental letter dated November 28, 2011, with Fortis Bank S.A./N.V. to partially finance the acquisition of the  Maria . This loan has a term of eight years starting after the delivery of the vessel (January 2012) with a balloon payment of $16.2 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.5% per annum. As of December 31, 2015, the outstanding balance on this facility was $33.1 million of which we had a 50% economic interest of $16.5 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of December 31, 2017 and December 31, 2016 , the outstanding balance on this facility was $25.2 million and $29.1 million , respectively.
$76.0 Million Secured Loan Facility (Fiorano)
On October 23, 2008, one of our previously 50%-owned joint ventures, Fiorano Shipholding Limited, entered into a $76.0 million loan facility with Scotiabank Ireland Ltd. to partially finance the acquisition of the  Capt. Michael . This loan had an original term of eight years and was extended in January 2017 bringing the final maturity date to January 31, 2020, with a final balloon payment of $14.0 million. This loan bears interest at LIBOR plus a margin of 1.95% per annum. As of December 31, 2015 the outstanding balance on this facility was $32.0 million, of which we had a 50% economic interest of $16.0 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of December 31, 2017 and December 31, 2016 the outstanding balance on this facility was $23.6 million and $27.8 million , respectively.
$108.5 Million Senior Secured Credit Facility
On April 25, 2017, we entered into a $108.5 million revolving credit facility with DNB Bank ASA, as Agent and Security Trustee. This facility is comprised of (i) a term loan of $27.1 million from a syndicate of commercial lenders which we refer to as the “commercial tranche” and (ii) a term loan of $81.4 million insured by the Korea Trade Insurance Corporation, which we refer to as “K-sure tranche”. We used the proceeds of this facility to finance our acquisition of the VLCC newbuildings  Ardeche  and  Aquitaine , which were delivered to us on January 12, 2017 and January 20, 2017, respectively, and which serve as security under this facility. The commercial tranche bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval and a final $21.7 million repayment is due at maturity in 2029. The K-sure tranche bears interest at LIBOR plus a margin of 1.50% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval until maturity in 2029. As of December 31, 2017 , the outstanding balance on this facility was $104.9 million in aggregate.

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The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.
$150.0 Million Senior Unsecured Note  
On May 31, 2017, we completed an issuance of $150.0 million of senior unsecured bonds with a fixed coupon of 7.50% and maturity in May 2022. Euronav NV serves as guarantor of the bonds. The net proceeds from the bond issuance are being used for general corporate purposes. DNB Markets, Nordea and Arctic Securities AS acted as joint lead managers in connection with the placement of the bonds. The related transaction costs for a total of $2.7 million are amortized over the lifetime of the bonds using the effective interest rate method.  The bonds were listed on the Oslo Stock Exchange on October 23, 2017.
€50.0 Million Treasury Notes Program
 On June 6, 2017, we entered into an agreement, or the Dealer Agreement, with BNP Paribas Fortis SA/NV to act as arranger and dealer for a Belgian Multi-currency Short-Term Treasury Notes Program with a maximum outstanding amount of €50.0 million. Pursuant to the terms of the Dealer Agreement, we may issue the treasury notes to the dealer from time to time upon such terms and such prices as we and the dealer agree. As of December 31, 2017 the outstanding balance under this program was €41.7 million or $50.0 million.
Joint Venture Credit Facilities (at 50% economic interest)
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)
On October 3, 2008, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0 million senior secured credit facility with a group of commercial lenders with ING Bank N.V. as Agent and Security Trustee. The joint ventures used the proceeds of this facility to finance the acquisition of two ULCC vessels,  TI Asia  and  TI Africa , and to convert these vessels to FSOs, which serve as collateral under this facility. As of December 31, 2016, the outstanding balance on this facility was $75.4 million, of which we had a 50% economic interest of $37.7 million. The facility was repaid in full on July 13, 2017.
Security
Our secured indebtedness is generally secured by:
•
a first priority mortgage in all collateral vessels;
•
a general pledge of earnings generated by the vessels under mortgage for the specific facility; and
•
a parent guarantee when the indebtedness is not taken at the level of the parent.
Loan Covenants
Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:
•
an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•
an aggregate cash balance of at least $30.0 million; and
•
a ratio of stockholders' equity to total assets of at least 30%.
Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:

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•
effect changes in management of our vessels;
•
transfer or sell or otherwise dispose of all or a substantial portion of our assets;
•
declare and pay dividends, (with respect to each of our joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and
•
incur additional indebtedness.
A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.
In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we consider economically as equivalent to investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2016, $75.4 million was outstanding under these joint venture loan agreements, of which we guaranteed $37.7 million. In 2017, these joint venture loans matured.
As of December 31, 2017 and December 31, 2016, we were in compliance with all of the covenants contained in our debt agreements, and our joint ventures were in compliance with all of the covenants contained in their respective debt agreements.
Guarantees
We have provided guarantees to financial institutions that have provided credit facilities in 2016 to two of our joint ventures, in the aggregate amount of $37.7 million. The related outstanding bank loans were repaid on July 13, 2017.
In addition, on July 14, 2017 and September 22, 2017, TI Asia Ltd. and TI Africa Ltd., two 50%-owned joint ventures, which own the  FSO Asia  and  FSO Africa , two FSO vessels, respectively, entered into two guarantees of up to $5.0 million each with ING Bank, in favor of North Oil Company in connection with its use of the  FSO Asia  and  FSO Africa . These guarantees terminate on October 21, 2022 with respect to the FSO Asia and December 21, 2022 with respect to the FSO Africa . As of December 31, 2017, these guarantees have not been called upon.


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C.     Research and development, patents and licenses
Not applicable.

D.    Trend information
The supply and demand patterns for ships continue to be the biggest impact on revenues. Generally the global demand for oil transportation on ships is affected by the global demand for crude oil, which in turn is highly dependent on the state of the global economy. Most economies across the world are experiencing healthy economic growth at the moment and this is reflected in strong oil demand growth. In its latest published report the International Energy Agency (IEA) are forecasting 2018 oil demand growth of 1.29 million barrels per day compared to average growth levels in the last 10 years of 1.15 million barrels. The market has recently seen the price of oil increase, which could have a dampening effect on oil demand going forward.
 The rate at which a change in oil demand impacts the demand for oil tankers depends not only on the nominal change in oil demand but also how this oil is traded. Looking at crude oil, the market has recently seen a significant uptick in exports emanating from the US Gulf, most of which have been destined for China and other Far Eastern customers. This oil travels a substantially longer distance than crude oil originating from the Arabian Gulf headed for the same destination, and hence employs the crude tankers for a longer period of time. The current trend is a rise in crude exports from the Atlantic basin combined with demand growth centered in the Far East providing longer employment times for crude tankers for the incremental barrel produced.
 The supply of tankers is influenced by the number of vessels delivered to the fleet, the number of vessels removed from the fleet (through scrapping or conversion) and the number of vessels tied up in alternative employment such as storage. 2017 saw a significant number of new ships join the fleet across all the crude tanker segments, and this trend is set to continue in 2018. The tanker orderbook as a whole however remains measured, with both the VLCC and Suezmax orderbooks equal to 14% of the current fleet. Vessel exits from the trading fleet have started to gain momentum towards the end of 2017. We expect this trend to continue in 2018 as a number of factors support increased scrapping levels. These include the freight environment being at the lowest levels seen for many years, scrap prices increasing and regulatory pressure on ship owners to make decisions on whether to continue trading their older tonnage or put them through costly upgrades to comply with new directives, such as the Ballast Water Management convention.
Our revenues are also affected by our strategy to employ some of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where their earnings are heavily impacted by the supply and demand balance. The Management team continuously evaluates the value of both strategies and makes informed decisions on the chartering mix based on anticipated earnings, and through this process we aim to always maximize each vessel’s return.
We have no additional funding requirements going forward all things being equal (4 Suezmaxes newbuilding to be delivered over the course of 2018 and a pending merger) and are supported by a proven management team, strict capital discipline and an established dividend distribution policy.
Please see also "Item 4. Information on the Company—B. Business Overview—Industry and Market Conditions."

E.    Off-balance sheet arrangements
We are committed to make rental payments under operating leases for vessels and for office premises. The future minimum rental payments under our non-cancellable operating leases are disclosed below under "Contractual Obligations."


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F.    Tabular disclosure of contractual obligations
Contractual Obligations
As of December 31, 2017 , we had the following contractual obligations and commitments which are based on contractual payment dates:
(US$ in thousands)
 
Total

 
2018

 
2019

 
2020

 
2021

 
2022

 
Thereafter

Long-term bank loan facilities (1)
 
713,334

 
47,361

 
47,361

 
147,111

 
106,567

 
197,020

 
167,914

Long-term debt obligations
 
150,000

 
—

 
—

 
—

 
—

 
150,000

 
—

Treasury Note Program
 
50,010

 
50,010

 
 
 
 
 
 
 
 
 
 
Bank credit line facilities
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Operating leases (vessels)
 
127,644

 
32,120

 
32,120

 
32,208

 
31,196

 
—

 
—

Operating leases (non-vessel)
 
10,738

 
2,287

 
2,015

 
1,898

 
1,744

 
1,567

 
1,227

Capital Expenditure commitments (2)
 
185,922

 
185,922

 
—

 
—

 
—

 
—

 
—

Total contractual obligations due by period
 
1,237,648

 
317,700

 
81,496

 
181,217

 
139,507

 
348,587

 
169,141

(1) Excludes interest payments.
(2) Includes obligations only under our newbuilding program.
 
Not included in the table above are options that have been granted to us but not yet exercised under our time charter-in agreements to extend their respective durations.

G.     Safe harbor
Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES
A.            Directors and Senior management
Set forth below are the names, ages and positions of our Directors and Executive Officers as of the date of this annual report. Our Board of Directors is elected annually on a staggered basis, and each director holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All Directors whose term expires are eligible for re-election. Officers are appointed from time to time by our Board of Directors and hold office until a successor is appointed or their employment is terminated. The business address of each of our Directors and Executive Officers listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.

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Name
 
Age
 
Position
 
Date of Expiry of Current Term
(for Directors)
Carl Steen   
 
67
 
Chairman of the Board of Directors
 
Annual General Meeting 2018
Daniel R. Bradshaw   
 
71
 
Director
 
Annual General Meeting 2019
William Thomson   
 
70
 
Director
 
Annual General Meeting 2018
Anne-Hélène Monsellato   
 
50
 
Director
 
Annual General Meeting 2018
Ludovic Saverys   
 
34
 
Director
 
Annual General Meeting 2018
Grace Reksten Skaugen
 
64
 
Director
 
Annual General Meeting 2020
Patrick Rodgers   
 
58
 
Chief Executive Officer and Director
 
Annual General Meeting 2020
Hugo De Stoop   
 
45
 
Chief Financial Officer
 
 
Alex Staring   
 
52
 
Chief Operating Officer
 
 
Egied Verbeeck   
 
43
 
General Counsel
 
 
An Goris   
 
40
 
Secretary General
 
 
Brian Gallagher
 
47
 
Head of Investor Relations
 
 
Biographical information concerning the Directors and Executive Officers listed above is set forth below.
Carl Steen , our Chairman, was co-opted as director and appointed Chairman of our Board of Directors with effect immediately after the meeting of our Board of Directors on December 3, 2015. Mr. Steen is also a member of our Audit and Risk Committee. He graduated from the Eidgenössische Technische Hochschule in Zurich, Switzerland in 1975 with a M.Sc. in Industrial and Management Engineering. After working as a consultant in a logistical research and consultancy company, he joined a Norwegian shipping company in 1978 with primary focus on business development. Five years later, in 1983, he joined Christiania Bank and moved to Luxembourg, where he was responsible for Germany and later the Corporate division. In 1987 Mr. Steen became Senior Vice president within the Shipping Division in Oslo and in 1992 he took charge of the Shipping/Offshore and Transport Division. When Christiania Bank merged with Nordea in 2001 he was made Executive Vice President within the newly formed organization while adding the International Division to his responsibilities. Mr. Steen remained Head of Shipping, Offshore and Oil services and the International Division until 2011. Since leaving Nordea, Mr. Steen has become a non-executive director for the following listed companies in the finance, shipping and logistics sectors: Golar LNG Limited (NASDAQ: GLNG) and Golar LNG Partners LP (NASDAQ: GMLP), both part of the same group and where he also sits on the audit committee, Wilh Wilhelmsen Holding ASA and Belships ASA.
Daniel R. Bradshaw , one of our directors,   serves and has served on our Board of Directors since 2004, and is a member of our Audit and Risk Committee and the chairman of our Corporate Governance and Nomination Committee. Since 2014 Mr. Bradshaw also serves as Independent Director of GasLog Partners LP (NYSE: GLOP), a Marshall Islands limited partnership. Since 2010 he serves as an Independent non-executive Director of IRC Limited, a company listed in Hong Kong, which operates iron mines in far eastern Russia, and which is an affiliate of Petropavlovsk PLC, a London-listed mining and exploration company. Since 2006 Mr. Bradshaw is an Independent non-executive Director of Pacific Basin Shipping Company Limited, a company listed in Hong Kong and operating in the Handysize bulk carrier sector. Since 1978 Mr. Bradshaw has worked at Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003 as a Partner and since 2003 as a Senior Consultant. From 2003 until 2008 Mr. Bradshaw was a member of the Hong Kong Maritime Industry Council. From 1993 to 2001 he served as Vice-Chairman of the Hong Kong Shipowners' Association and was a member of the Hong Kong Port and Maritime Board until 2003. Mr. Bradshaw began his career with the New Zealand law firm Bell Gully and in 1974, joined the international law firm Sinclair Roche & Temperley in London. Mr. Bradshaw obtained a Bachelor of Laws and a Master of Laws degree at the Victoria University of Wellington (New Zealand).
William Thomson , one of our directors, serves and has served on our Board of Directors since 2011 and is a member of our Remuneration Committee and our Audit and Risk Committee. Currently and since 2005 Mr. Thomson holds a Directors' mandate in Latsco, established to operate under the British Tonnage Tax Regime Very Large Gas Carriers (VLGC), long-range and medium-range vessels. From 1980 to 2008 Mr. Thomson has been Chairman in several maritime and other companies including Forth Ports Plc, British Ports Federation and Relayfast, and the North of England P&I club. Mr. Thomson previously served as a Director of Trinity Lighthouse Service, Tibbett and Britten and Caledonian McBrayne. From 1970 to 1986 he was a Director with Ben Line, for which he worked in, amongst others, Japan, Indonesia, Taiwan and Edinburgh. In 1985, he established Edinburgh Tankers and five years later, Forth and Celtic Tankers. After serving with the army for three years, Mr. Thomson began his professional career with Killick Martin Shipbrokers in London.

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Anne-Hélène Monsellato , one of our directors,   serves and has served on our Board of Directors since her appointment at the AGM of May 2015, and is the Chairman of our Audit and Risk Committee and a member of our Corporate Governance and Nomination Committee. She can be considered as the Audit and Risk Committee financial expert for purposes applicable for corporate governance regulations and Article 96 paragraph 1, 9° of the Belgian Company Code. Since June 2017, Mrs. Monsellato serves on the Board of Directors of Genfit, a biopharmaceutical company listed in Euronext, and is the chairman of the Audit Committee. Mrs. Monsellato is an active member of the French National Association of Directors since 2013. In addition, she is serving as the Vice President and Treasurer of the Mona Bismarck American Center for Art and Culture, a U.S. public foundation based in New York. From 2005 till 2013, Mrs. Monsellato served as a Partner with Ernst & Young (now EY), Paris, after having served as Auditor/Senior, Manager and Senior Manager for the firm starting in 1990. During her time at EY, she gained extensive experience in cross border listing transactions, in particular with the U.S. She is a Certified Public Accountant in France since 2008 and graduated from EM Lyon in 1990 with a degree in Business Management.
Ludovic Saverys , one of our directors,   serves and has served on our Board of Directors since 2015 and is a member of our Remuneration Committee and our Corporate Governance and Nomination Committee. Mr. Saverys currently serves as Chief Financial Officer of CMB NV and as General Manager of Saverco NV. He also serves as Chief Financial Officer and Director of Hunter Maritime Acquisition Corp. (NASDAQ: HUNT), a blank check company listed on NASDAQ. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 until 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 until 2013. He started his career as Managing Director of European Petroleum Exchange (EPX) in 2008. From 2001 until 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. degrees in International Business and Finance.
Grace Reksten Skaugen , one of our directors, serves and has served on the Board of Directors since the AGM of 12 May 2016 and is Chairman of the Remuneration Committee and a member of the Corporate Governance and Nomination Committee. Grace Reksten Skaugen is a member of the HSBC European Senior Advisory Council (ESAC). In 2009 she founded Infovidi Board Services Ltd, an independent consulting company. From 2002 until 2015 she was a member of the Board of Directors of Statoil ASA. She is presently Deputy Chairman of Orkla ASA, a Board member of Investor AB and Lundin Petroleum AB and Chairman of NAXS Noric Access Buyout A/S. In 2006 she as one of the founders of the Norwegian Institute of Directors, of which she continues to be a member of the Board. From 1994 until 2002 she was a Director in Corporate Finance in SEB Enskilda Securities in Oslo. She has previously worked in the fields of venture capital and shipping in Oslo and London and carried out research in microelectronics at Columbia University in New York. She has a doctorate in Laser Physics from Imperial College of Science and Technology, University of London. In 1993 she obtained an MBA from the BI Norwegian School of Management.
Patrick Rodgers became Chief Executive Officer of Euronav in 2000 and has served on Euronav’s Board of Directors since June 2003. He joined Euronav as a member of the Executive Committee in 1995 and was appointed Chief Financial Officer in 1998.  Since 2011, he has served as Director and Chairman of the International Tanker Owners Pollution Federation Fund (ITOPF).  Paddy was elected to the Executive Committee of Intertanko in May 2017. From 1990 to 1995 Paddy Rodgers worked at CMB Group as in-house Lawyer and subsequently as Shipping Executive moving to Euronav when it became a subsidiary for tanker investments of the CMB Group.  He graduated in with an LLB in Law from University College London in 1981 and qualified to practice in 1984 having passed law society entrance exams after studying at the College of Law, Guildford in 1982.   In 1984 he joined Bentley, Stokes & Lowless as a solicitor and in 1986 he moved to Johnson, Stokes & Master in Hong Kong where he practiced until 1990
Hugo De Stoop serves and has served as our Chief Financial Officer since 2008, after serving as our Deputy Chief Financial Officer and Head of Investor Relations beginning in 2004. Mr. De Stoop has been a member of our Executive Committee since 2008. In 2000, he joined Davos Financial Corp., an investment manager for UBS, specializing in Asset Management and Private Equity, where he became an Associate and later a Vice President in 2001. In 1999, Mr. De Stoop founded First Tuesday in America, the world's largest meeting place for high tech entrepreneurs, venture capitalists and companies and helped develop the network in the United States and in Latin America and, in 2001, was appointed member of the Board of Directors of First Tuesday International. Mr. De Stoop started his career in 1998 with Mustad International Group, an industrial group with over 30 companies located in five continents where he worked as a project manager on various assignments in the United States, Europe and Latin America, in order to integrate recently acquired subsidiaries. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from école polytechnique (ULB) with a Master of Science in engineering. He also holds a MBA from INSEAD.
Alex Staring serves and has served as our Chief Operating Officer since 2005. He has also been in charge of our offshore segment since July 2010. Captain Staring serves and has served as a member of our Executive Committee since 2005. Captain Staring has been a Director of Euronav Hong Kong Ltd. since 2007, a Director of Euronav SAS and Euronav Ship Management since 2002 and a Director of Euronav Luxembourg SA since 2000. In 2000, international shipping companies, AP Moller, Euronav, Frontline, OSG, Osprey Maritime and Reederei'Nord' Klaus E Oldendorff consolidated the commercial management of their VLCCs by operating them in a pool, Tankers International, of which Captain Staring became Director of Operations. In 1988, Captain Staring gained his master's and chief engineer's license and spent the majority of his time at sea

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on Shell Tankers and CMB tankers, the last 3 years of which he attained the title of Master. From 1997 to 1998, Captain Staring headed the SGS S.A. training and gas centre. In 1998, Captain Staring rejoined CMB and moved to London to head the operations team at their subsidiary, Euronav UK. Captain Staring graduated with a degree in Maritime Sciences from the Maritime Institute in Flushing, The Netherlands and started his career at sea in 1985.
Egied Verbeeck serves and has served as General Counsel of the Company since 2009 and became member of the Executive Committee of the Company in January 2010. From 2006 until June 2014, Mr. Verbeeck served as Secretary General of the Company. Prior to joining Euronav he was a managing associate at Linklaters De Bandt from 1999-2005. Mr. Verbeeck has been a Director of Euronav Ship Management SAS since 2012, a Director of Euronav Hong Kong Ltd. since 2007 and a Director of Euronav Luxembourg S.A. since 2008. Mr. Verbeeck graduated in law from the Catholic University of Louvain in 1998. He also holds a Master Degree in international business law from Kyushu University (Japan) as well as a postgraduate degree in corporate finance from the Catholic University of Louvain.
An Goris serves and has served as Secretary General of the Company since June 2014, in which capacity, she is responsible for the general corporate affairs of the Company. From 2011 to 2014, Ms. Goris served as legal counsel to the Company. She became a member of the Antwerp Bar when joining Linklaters in 2001 where she gained extensive experience in corporate law, mergers and acquisitions and finance. In 2008 she joined Euroclear as a legal manager where she worked for both the local central securities depository Euroclear Belgium as well as the international central securities depository Euroclear Bank. An Goris graduated in law from the University of Antwerp in 2000. She also holds a Master's Degree in law from Oxford University, International Business Law (Paris, University René Descartes) and in Corporate Law (Catholic Universities of Louvain and Brussels). Ms. Goris is a native Dutch speaker and is also fluent in English and French. She is also a sworn legal translator for English and French into Dutch.
Brian Gallagher serves and has served as Head of Investor Relations of the Company since March 2014. Mr. Gallagher began his fund management career at the British Coal Pension fund unit, CIN Management, before moving to Aberdeen Asset Management in 1996. Managing and marketing a range of UK investment products Mr. Gallagher then progressed to Murray Johnstone in 1999 and then was headhunted by Gartmore Investment Management in 2000 to manage a range of UK equity income products. In 2007 he then set up a retail fund at UBS Global Asset Management before switching into Investor Relations as IR Director at APR Energy in 2011. Mr. Gallagher graduated in Economics from Birmingham University in 1992.
B.           Compensation
The compensation of our Board of Directors is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies. The aggregate annual compensation paid to our executive officers, excluding our Chief Executive Officer, for the year ended December 31, 2017 was EUR 2,644,951 comprised of EUR 1,083,097 of fixed compensation, EUR1,468,500 of variable compensation (of which EUR 734,250 in cash and EUR 734,250 in share related compensation), pension and benefits valued at EUR35,252 and EUR 58,102 in other compensation. The annual aggregate compensation paid to our Chief Executive Officer was GBP 996,978 comprised of GBP393,728 of fixed compensation, GBP 590,592 of variable compensation (of which GBP 295,296 in cash and GBP 295,296 in share related compensation) and GBP12,658 in other compensation. We also paid an aggregate of EUR580,000 fixed fees (board and committees) to our non-executive directors during the year ended December 31, 2017, with an additional aggregate board and committee meeting attendance fee of EUR435,000. Our Chairman of the Board is entitled to receive a gross fixed amount of EUR 160,000 per year, and each member of the board is entitled to receive a gross fixed amount of EUR 60,000 per year, save for Mr. Dan Bradshaw. For Mr. Bradshaw, the gross fixed annual remuneration pursuant to his director's mandate was set at EUR 20,000. In addition, our Chairman and each director are entitled to receive an attendance fee of EUR 10,000 per board meeting attended, not to exceed EUR 40,000 per year. The Chairman of our audit and risk committee is entitled to receive a gross fixed amount of EUR 40,000, and each member of the audit and risk committee is entitled to receive a gross fixed amount of EUR 20,000 per year. In addition, the Chairman of our audit and risk committee and members of the audit and risk committee are entitled to receive an attendance fee of EUR 5,000 per audit and risk committee meeting attended, not to exceed EUR 20,000 per year. Our Chairmen of all of our other committees are entitled to receive a gross fixed amount of EUR 7,500 per year, and the members of all of our other committees are entitled to receive a gross fixed amount of EUR 5,000. In addition, our Chairmen and members of these other committees will also be entitled to receive an attendance fee of EUR 5,000 for each committee meeting attended, with a maximum of EUR 20,000 per year for each committee served.
Our Chief Executive Officer, who is also a director, has waived his director's fees.
C.            Board Practices
Our Board of Directors currently consists of seven members, five of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE: Mr. Steen, Mr. Bradshaw, Ms. Monsellato, Ms. Skaugen and Mr. Thomson.

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Our Board of Directors has established the following committees, and may, in the future, establish such other committees as it determines from time to time:
Audit and Risk Committee
Our Audit and Risk Committee consists of four Directors (all four Directors are independent under the Exchange Act and NYSE rules): Ms. Monsellato, as Chairman, Mr. Thomson, Mr. Bradshaw and Mr. Steen. Our Audit and Risk Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit and Risk Committee advises the Board of Directors in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Board of Directors has determined that Ms. Monsellato qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.
Corporate Governance and Nomination Committee
Our Corporate Governance and Nomination Committee consists of three members: Mr. Bradshaw, as Chairman, Ms. Monsellato and Ms. Skaugen. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Board of Directors and the Executive Committee, including the recommendation of new Director-nominees.
Remuneration Committee
Our Remuneration Committee consists of three members: Mr. Thomson, as Chairman, Ms. Skaugen and Mr. Saverys. Our remuneration committee is responsible for assisting and advising the Board of Directors on determining compensation for our directors, executive officers and other employees and administering our compensation programs.
D.            Employees
As of December 31, 2017, we employed approximately 2,952 people, including approximately 152 onshore employees based in our offices in Greece, Belgium, United Kingdom, France and Singapore and approximately 2,800 seagoing officers and crew. Some of our employees are represented by collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. We consider our relationships with the various unions as satisfactory. As of the date of this annual report, there are no ongoing negotiations or outstanding issues.
E.           S hare ownership
The ordinary shares beneficially owned by our directors and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders."
Equity Incentive Plans
Stock Option Plan
Our Board of Directors has adopted a stock option plan, pursuant to which directors, officers, and certain employees of us and our subsidiaries were eligible to receive options to purchase ordinary shares of us at a predetermined price.  On December 16, 2013, we granted options to purchase an aggregate of 1,750,000 ordinary shares to members of our Executive Committee at an exercise price of €5.7705 per share.  The following table provides a summary of the number of options that were granted pursuant to this plan, together with the amount of options that have vested and have been exercised as of the date of this annual report.
 
Options Granted
Options Vested
Options Exercised
CEO
525,000
525,000
350,000
CFO
525,000
525,000
350,000
COO
350,000
350,000
350,000
General Counsel
350,000
350,000
350,000
2015 Long-Term Incentive Plan

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In 2015, our Board of Directors adopted a long-term incentive plan, pursuant to which key management personnel are eligible to receive options to purchase ordinary shares at a predetermined price and restricted stock units (RSUs) that represent the right to receive ordinary shares or payment of cash in lieu thereof, in accordance with the terms of the plan.  On February 12, 2015, we granted options to purchase an aggregate of 236,590 ordinary shares at €10.0475 per share, subject to customary vesting provisions, and 65,433 RSUs which vested automatically on the third anniversary of the grant. The following tables provide a summary of the number of options and RSUs that were granted pursuant to this plan, together with the amount of options that have vested and have been exercised as of the date of this annual report..
 
Options Granted
Options Vested
Options Exercised
CEO
80,518
80,518
—
CFO
58,716
58,716
—
COO
54,614
54,614
—
General Counsel
42,742
42,742
—
 
RSUs granted
CEO
22,268
CFO
16,239
COO
15,105
General Counsel
11,821
2016 Long Term Incentive Plan
In December 2015, our Board of Directors adopted a long term incentive plan, or the 2016 Long Term Incentive Plan, pursuant to which members of the Executive Committee are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject to the terms of the 2016 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 2, 2016, we granted 54,616 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €10.6134 which equals the weighted average of the share price of the three days preceding the grant date. The following tables provide a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested as of the date of this annual report.
 
Phantom Stock Units Granted
Phantom Stock Units Vested
CEO
17,116
5,705
CFO
20,728
6,909
COO
8,009
2,669
General Counsel
8,762
2,920
2017 Long Term Incentive Plan
In February 2017, our Board of Directors adopted a long term incentive plan, pursuant to which members of the Executive Committee as well as the Head of Investor Relations are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject the terms of the 2017 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 9, 2017, we granted 66,448 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €7.2677 which equals the weighted average of the share price of the three days preceding the announcement of our preliminary full year results of 2016. The following tables provide a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested as of the date of this annual report.

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Phantom Stock Units Granted
Phantom Stock Units Vested
CEO
17,819
—
CFO
20,229
—
COO
12,557
—
General Counsel
9,808
—
Head of Investor Relations
6,036
—
2018 Long Term Incentive Plan
In February 2018, our Board of Directors adopted a long term incentive plan, pursuant to which members of the Executive Committee as well as the Head of Investor Relations are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject the terms of the 2018 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 16, 2018, we granted 148,113 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €7.2368 which equals the weighted average of the share price of the three days preceding the announcement of our preliminary full year results of 2017. The following tables provide a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested as of the date of this annual report.
 
Phantom Stock Units Granted
Phantom Stock Units Vested
CEO
46,652
—
CFO
37,620
—
COO
36,480
—
General Counsel
27,360
—
Head of Investor Relations
6,319
—

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A.            Major shareholders.
The following table sets forth information regarding beneficial ownership of our ordinary shares for (i) owners of more than five percent of our ordinary shares and (ii) our directors and officers as a group, of which we are aware as of March 19, 2018.

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Number  

 
Percentage(1)

Saverco NV (2)
 
16,130,028

 
10.13
%
Châteauban SA (3)
 
15,921,400

 
10.00
%
Victrix NV (4)
 
9,245,393

 
5.81
%
M&G Investment Management Limited (5)
 
8,135,920

 
5.11
%
Directors and Executive Officers as a Group *
 
—

 
—

 
*Individually each owning less than 1.0% of our outstanding ordinary shares.
(1)
Calculated based on 159,208,949 ordinary shares outstanding as of March 19, 2018.
(2)
Including shares held directly or indirectly by or for the benefit of Mr. Marc Saverys. The business address of Mr. Marc Saverys is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The information is derived from Schedule 13G filed with the SEC on February 1, 2018.
(3)
Based on information contained in the Schedule 13G/A that was filed with the SEC on February 1, 2018 by Châteauban SA.
(4)
Including shares held directly or indirectly by or for the benefit of Ms. Virginie Saverys, who has voting or dispositive power over the shares held by Victrix NV. The business address of Victrix NV is Le Grellelei 20, 2000 Antwerpen, Belgium.  The information is derived from Schedule 13G filed with the SEC on February 11, 2016.
(5)
Based on information contained in the Schedule 13G that was filed with the SEC on February 14, 2018 by M&G Investment Management Limited.
As of March 19, 2018, our issued share capital amounted to $173,046,122.14 divided into 159,208,949 ordinary shares with no par value. On the same date, 33,939,913 of our shares, our U.S. Shares, representing approximately 21.3% of our share capital, were reflected on the U.S. Register, all of which were held in the name of one shareholder, being CEDE & CO., as nominee holder for The Depository Trust Company.

In accordance with a May 2, 2007 Belgian law relating to  disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days.  The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: http://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.
To our knowledge, we are neither directly nor indirectly owned nor controlled by any other corporation, by any government or by any other natural or legal person severally or jointly.  Pursuant to Belgian law and our organizational documents, to the extent that we may have major shareholders at any time, we may not give them different voting rights from any of our other shareholders.
We are aware of no arrangements which may at a subsequent date result in a change in control of our company.
B.            Related party transactions.
Services Agreement with CMB
During the year ended December 31, 2017, we paid CMB a total of $34,928 (2016: $17,731, 2015: $0) for stationery provided by CMB.
Mr. Marc Saverys, the former Vice Chairman of our Board of Directors, currently controls Saverco, a company that is currently CMB's majority shareholder, and may be deemed to beneficially own 10.13% of our outstanding ordinary shares.  Mr. Marc Saverys is the father of one of our directors, Mr. Ludovic Saverys.
From time to time, Saverco renders travel services to us on a transactional basis. Saverco did not render any such services to us during the years ended December 31, 2017.
Registration Rights Agreement

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On January 28, 2015, we entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman and current major shareholder, Marc Saverys, or the Saverco Shareholders.
The Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period, subject to certain exceptions. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group's shares is declared effective. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us, including through on the others' demand registration. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.
Chartering with Joint Venture Entities
Bretta Tanker Holdings Inc. Eugenie, Devon, Capt. Michael, Maria
Prior to June 2, 2016, we and Bretta Tanker Holdings Inc., or Bretta,  each owned a 50% equity interest in Fiorano, Larvotto, Fontvieille, and Moneghetti, joint ventures which owned the Capt. Michael, Maria , Eugenie and Devon, respectively.
John Michael Radziwill, one of our former directors, serves as an advisor of SCP Clover Maritime, a company that manages assets and investments of Mr. John Radziwill, his father, and specifically for Bretta.
On June 2, 2016, we entered into a share swap and claims transfer agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and as consideration therefore, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto. In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels. As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria . We no longer have an equity interest in Moneghetti or Fontvieille, which own the Suezmaxes Devon and the Eugenie , respectively. Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies.
Up to December 31, 2015, a majority of our Suezmaxes operating in the spot market participated in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we previously owned with Bretta, as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner was responsible for its own costs, including voyage-related expenses, but shared in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA were based on a pool points system and were paid after the deduction of the pool fee to us, as pool manager, from the gross pool income. The RSA was terminated during the course of 2016, with effect as of December 31, 2015. If this RSA had not been in place, our profit for the year ended December 31, 2015 would have been reduced by $0.9 million.
Loan Agreements of Our Joint Ventures
For a description of our Joint Venture Loan Agreements, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Joint Venture Credit Facilities (at 50% economic interest)".
Guarantees
For a description of our guarantees, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Guarantees" and our consolidated financial statements included herein.
Properties
We lease office space in Belgium pursuant to a lease agreement with Reslea N.V., an entity jointly controlled by CMB and Exmar N.V. Under this lease, we paid an annual rent of $175,572 for the year ended December 31, 2016 and an annual rent of $179,079 for the year ended December 31, 2017. This lease expires on August 31, 2021.
We leased office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, pursuant to a lease agreement with Nea Dimitra Ktimatiki Kai Emporiki S.A., an entity controlled by Ceres Shipping, which we believe was on arms' length terms. Mr. Livanos, the representative of our former corporate directors, TankLog and Ceres Investments

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(Cyprus), and the former Chairman of our Board of Directors, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, we paid an annual rent of $199,873 for the year ended December 31, 2016 and an annual rent of $183,766 for the year ended December 31, 2017. This lease expired on December 31, 2017.
We sublease office space in our new London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and the former Chairman of our Board of Directors. In 2016 and 2017, under these subleases, we received $443,643 and $416,995, respectively. These subleases expire on April 27, 2023.
We also sublease office space in our new London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated September 25, 2014, with Tankers (UK) Agencies Limited, a joint venture with International Seaways. In 2016 and 2017, under this sublease, we received $232,882 and $218,594, respectively. This sublease expires on April 27, 2023.
We lease office space in Hong Kong pursuant to a lease agreement, dated January 1 2017, with Bocimar Hong Kong Limited,  an entity controlled by CMB N.V. Under this lease, we paid an annual rent of $38,461 for the year ended December 31, 2017. This lease expires on August 31, 2018.
C.            Interests of experts and counsel.
Not applicable.
ITEM 8.    FINANCIAL INFORMATION
A.            Consolidated Statements and Other Financial Information
See "Item 18. Financial Statements."
Legal Proceedings
On March 8, 2018, a putative class action lawsuit captioned Fragapane v. Gener8 Maritime, Inc. et al., No. 1:18-cv-02097 (S.D.N.Y.), was filed in the United States District Court for the Southern District of New York, purportedly on behalf of the public stockholders of Gener8, against Gener8, Gener8’s directors, us and the Merger Sub. On March 14, 2018, another lawsuit, captioned Mohr v. Gener8 Maritime, Inc., et al, No. 1:18-cv-02276 (S.D.N.Y.), was also filed against Gener8 and its directors. The complaints allege that our registration statement on Form F-4 (Registration No. 333-223039) violates Section 14(a) of the Securities and Exchange Act of 1934 because it omits and/or misrepresents material information concerning, among other things, the (i) sales process leading up to the Merger, (ii) financial projections used by Gener8’s financial advisor in its financial analyses and (iii) inputs underlying the financial valuation analyses that were used by Gener8’s financial advisor to support its fairness opinion. The complaints also allege that Gener8’s directors are liable under Section 20(a) of the Exchange Act as controlling persons. The Fragapane complaint further alleges that Gener8’s directors breached their fiduciary duties to Gener8’s stockholders by engaging in a flawed sales process, by agreeing to sell Gener8 for inadequate consideration and by agreeing to improper deal protection terms in the Merger Agreement. The complaints seek, among other things, injunctive relief against the proposed transaction with us as well as other equitable relief, damages and attorneys’ fees and costs. We believe that the allegations in the complaints are without merit, and intend to defend them vigorously.

Neither are we involved in any other legal proceedings which we believe may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.

Capital Allocation Policy & Dividend Policy
Our Board of Directors may from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. The declaration and payment of dividends, if any, will always be subject to the approval of either our Board of Directors (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends").

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Dividends, if any, will be paid in two instalments: first as an interim dividend based on the results of the first six months of our fiscal year, then as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital made over the same period.
Pursuant to the dividend policy set out above, our Board of Directors will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our loan agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors.
As adopted by our Board of Directors in August 2017, our current dividend policy, as of the date of this annual report, is to pay a minimum fixed dividend of at least $0.12 per share per year provided that, at the sole discretion of our Board of Directors, (i) the Company has sufficient balance sheet strength and liquidity and (ii) sufficient earnings visibility from fixed income contracts. In addition, if our results per share are positive and exceed the amount of the fixed dividend over the same period, the additional income during such period will be allocated to either additional cash dividends, the purchase by us of our own shares, accelerated amortization of debt or the acquisition of vessels which the Board of Directors considers, at that time, to be accretive to shareholders’ value. As part of this distribution policy we will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments. In addition, as a part of this dividend policy, we will not include non-cash items affecting the results such as deferred tax assets or deferred tax liabilities.
We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until May 2015. Since May 2015, we have declared and paid six dividends to shareholders in an aggregate amount of $2.52 per share.
The current dividend payment policy as adopted by the Board is the following: the company intends to pay a minimum fixed dividend of at least USD 0.12 in total per share per year provided (a) the company has in the view of the board, sufficient balance sheet strength and liquidity combined (b) with sufficient earnings visibility from fixed income contracts. In addition, if the results per share are positive and exceed the amount of the fixed dividend, that additional income* will be allocated to either: additional cash dividends, share buy-back, accelerated amortization of debt or the acquisition of vessels which the board considers at that time to be accretive to shareholders’ value.
*Treatment of capital losses and capital gains
As part of its distribution policy Euronav will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments.
*Treatment of Deferred Tax Assets (DTA) and Deferred Tax Liabilities (DTL)
As part of its distribution policy Euronav will not include non-cash items affecting the results such as DTA or DTL.
In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.
For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."
B.            Significant Changes.
Please see Note 29 - Subsequent Events to our Audited Consolidated Financial Statements included herein.
ITEM 9.    OFFER AND THE LISTING
A.            Offer and Listing Details.

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Our share capital consists of ordinary shares issued without par value.  Under Belgian law, shares without par value are deemed to have a "nominal" value equal to the total amount of share capital divided by the number of shares.  As of March19, 2018, our issued (and fully paid up) share capital was $173,046,122.14, which is represented by 159,208,949 ordinary shares with no par value.  The fractional value of our ordinary shares is $1.086912 per share.
Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN."  We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.
All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars.  The following tables set forth the high and low closing prices for our ordinary shares for the periods indicated, as reported by the NYSE and Euronext Brussels, respectively.
 
 
NYSE
 
 
Euronext Brussels
 
 
High
(US$)

 
 
Low
(US$)

 
 
High
(EUR)

 
Low
(EUR)

For the Fiscal Year Ended:
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
—

 
 
—

 
 
8

 
3.05

December 31, 2014
 
—

 
 
—

 
 
10.50

 
7.35

December 31, 2015
 
16.32

*
 
10.95

*
 
15.10

 
9.60

December 31, 2016
 
13.44

 
 
6.70

 
 
12.44

 
6.40

December 31, 2017
 
9.25

 
 
6.90

 
 
8.01

 
6.05

 
 
NYSE
 
 
Euronext Brussels
 
 
High
(US$)

 
 
Low
(US$)

 
 
High
(EUR)

 
Low
(EUR)

For the Quarter Ended:
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
11.37

 
 
8.79

 
 
10.07

 
7.95

September 30, 2016
 
9.44

 
 
7.43

 
 
8.46

 
6.81

December 31, 2016
 
8.26

 
 
6.70

 
 
7.72

 
6.40

March 31, 2017
 
8.55

 
 
7.65

 
 
8.01

 
7.18

June 30, 2017
 
8.25

 
 
7.20

 
 
7.65

 
6.49

September 30, 2017
 
8.10

 
 
6.90

 
 
6.98

 
6.05

December 31, 2017
 
9.25

 
 
8.00

 
 
7.73

 
6.84

March 31, 2018
 
9.55

 
 
7.65

 
 
7.96

 
6.33

 
 
NYSE
 
Euronext Brussels
 
 
High
(US$)

 
Low
(US$)

 
High
(EUR)

 
Low
(EUR)

For the Month:
 
 
 
 
 
 
 
 
October 2017
 
8.60

 
8.00

 
7.29

 
6.84

November 2017
 
8.90

 
8.20

 
7.51

 
7.07

December 2017
 
9.25

 
8.10

 
7.73

 
6.84

January 2018
 
9.55

 
8.80

 
7.96

 
6.98

February 2018
 
8.45

 
7.65

 
6.86

 
6.33

March 2018
 
8.75

 
8.10

 
7.05

 
6.51

April 2018 (through and including April 16, 2018)
 
8.80

 
8.05

 
7.06

 
6.67

* Period for the NYSE begins on January 23, 2015.
B.            Plan of Distribution
Not applicable
C.            Markets.

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Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN."
For a discussion of our ordinary shares which are listed and eligible for trading on the NYSE and Euronext Brussels, please see "Item 10. Additional Information — B. Memorandum and Articles of Association — Share Register."
D.            Selling Shareholders
Not applicable.
E.            Dilution
Not applicable.
F.            Expenses of the Issue
Not applicable.
ITEM 10.    ADDITIONAL INFORMATION
A.            Share capital.
Not applicable.
B.            Memorandum and Articles of Association.
The following is a description of the material terms of our Articles of Association currently in effect. Because the following is a summary, it does not contain all information that you may find useful. For more complete information, you should read our Articles of Association which have been filed as Exhibit 1.1 to our annual report on Form 20-F filed with the SEC on April 5, 2016, which is incorporated by reference herein.
Purpose
Our objectives are set forth in Section I, Article 2 of our Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.
Issued and Authorized Capitalization
As of March 19, 2018, our issued (and fully paid up) share capital was $173,046,122.14 which is represented by 159,208,949 ordinary shares with no par value. The shareholders' meeting of May 13, 2015 has authorized the Board of Directors to increase the share capital one or several times by a total maximum amount of $150,000,000 for a period of five years as of June 19, 2015. Taking into account the fractional value of $1.086912 per share, the authorized capital of $150,000,000 allows the Board to issue additionally up to 138,005,652 ordinary shares without future shareholder approval. As of March 19, 2018 and taking into account that no ordinary shares have been issued since the shareholders' meeting of May 13, 2015, our Board of Directors is authorized to issue up to an additional 138,005,652 ordinary shares without future shareholder approval.
Share History
In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, for gross proceeds of $229.1 million.
In January 2015, we redeemed the remaining 250 outstanding convertible notes due 2015, with a face value of $100,000, at par. We held 18 of these notes. As a result, no more convertible notes due 2015 are outstanding.
On February 6, 2015, we issued 9,459,283 ordinary shares upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities. As a result, no more perpetual convertible preferred equity securities are outstanding.
In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.
In January 2016, we repurchased 500,000 of our ordinary shares at the average price of $10.3705 per share. In June 2016, we repurchased 192,415 of our ordinary shares at the average price of $8.8588.
Ordinary Shares
Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.
Share Register
We maintain a share register in Belgium, the Belgian Register, maintained by Euroclear Belgium, on which our Belgian Shares are reflected.  Our U.S. Shares are reflected in our U.S. Register that is maintained by Computershare.

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The U.S. Shares have CUSIP B38564 108.  Only these shares, which are reflected in the U.S. Register, may be traded on the NYSE.
The Belgian Shares have ISIN BE0003816338.  Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.
For Belgian Shares, including shares that were either acquired on Euronext Brussels or prior to our initial public offering, to be traded on the NYSE and for U.S. Shares to be traded on Euronext Brussels, shareholders must reposition their shares to the appropriate component of our share register (the U.S. Register for listing and trading on the NYSE and the Belgian Register for listing and trading on Euronext Belgium).  As part of the repositioning procedure, the shares to be repositioned would be debited from the Belgian Register or the U.S. Register, as applicable, and cancelled from the holder's securities account, and simultaneously credited to the relevant register (the Belgian Register for shares to be eligible for listing and trading on Euronext Brussels and the U.S. Register for shares to be eligible for listing and trading on the NYSE) and deposited in the holder's securities account. The repositioning procedure is normally completed within three trading days, but may take longer and the Company cannot guarantee the timing.  The Company may suspend the repositioning of shares for periods of time, which we refer to as "freeze periods" for certain corporate events, including the payment of dividends or shareholder meetings. In such cases, the Company plans to inform its shareholders about such freeze periods on its website.
Please see the Company's website www.euronav.com for instructions on how to reposition your shares to be eligible for trading on either the NYSE or Euronext Brussels.
Dividend Rights
For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Dividend Policy."
Liquidation Rights
In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes shall be distributed to the holders of our ordinary shares, each receiving a sum proportional to the number of our shares held by them, subject to prior liquidation rights of any preferred stock that may be outstanding.
Perpetual Convertible Preferred Equity Issues
On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which were convertible into ordinary shares of us, at the holders' option. The perpetual convertible preferred equity securities bore interest at 6% , which was payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million, and on February 6, 2015, we issued 9,459,283 ordinary shares upon our exercise of our right to force the conversion of the remaining 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. As a result, no more perpetual convertible preferred equity securities are outstanding.
Directors
Our Articles of Association provide that our Board of Directors shall consist of at least five members. Our Board of Directors currently consists of seven members. The Articles of Association provide that the members of the Board of Directors remain in office for a period not exceeding 4 years and are eligible for re-election. The term of a director comes to an end immediately after the annual shareholders' meeting of the last year of his term. Directors can be dismissed at any time by the vote of a majority of our shareholders. Each year, there may be one or more directors who have reached the end of their current term of office and may be reappointed.
The Board of Directors is our ultimate decision-making body, with the exception of the matters reserved for the general shareholders' meeting as provided by the Belgian Companies Code or by our Articles of Association.
Belgian law does not regulate specifically the ability of directors to borrow money from the Company. Our Corporate Governance Charter provides that as a matter of principle, no loans or advances will be granted to any director (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expense).

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Article 523 of the Belgian Code of Companies provides that if one of our directors directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the powers of our Board, the director concerned must inform our other directors before our Board makes any decision on such transaction. The statutory auditor must also be notified. The director may not participate in the deliberation or vote on the conflicting decision or transaction. An excerpt from the minutes of the meeting of our Board that sets forth the financial impact of the matter on us and justifies the decision of our Board must be published in our annual report. The statutory auditor's report to the annual accounts must contain a description of the financial impact on us of each of the decisions of our Board where director conflicts arise.
Shareholder Meetings
The annual general shareholders' meeting is held annually on the second Thursday of May at 11 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.
The Board of Directors or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders' meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a fifth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders' meeting is given.
A shareholder only has the right to be admitted to and to vote at the general shareholders' meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the meeting, the day of the meeting not included (the "Record Date"), either by registration in the Company's register of registered shares, either by their registration in the accounts of an authorized custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general shareholders' meeting.
The shareholder must notify the Company or a designated person of its intention to take part in the general shareholders' meeting at the sixth calendar day preceding the date of the meeting, the day of the meeting not included, in the way mentioned in the convening notice.
The financial intermediary of the authorized custody account keeper or clearing institution delivers a certificate to the shareholders of dematerialized shares which are tradable on Euronext Brussels stating the number of dematerialized shares which are registered in the name of the shareholder on its accounts at the Record Date and with which the shareholder intends to take part in the general shareholders' meeting.
A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at the general meeting if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the board of directors in compliance with all applicable legal provisions.
The convening notice for each general shareholders' meeting shall be disclosed to our shareholders in compliance with all applicable legal terms and provisions, including on our website www.euronav.com
In general, there is no quorum requirement for the general shareholders' meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.
Preferential Subscription Rights
In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants.
In accordance with the provisions of the Belgian Code of Companies and our Articles of Association, the Company, when issuing shares, has the authority to limit or cancel the preferential subscription right of the shareholders in the interest of the Company in respect of such issuance. This limitation or cancellation can be decided upon in favor of one or more particular persons subscribing to that issuance.
When cancelling the preferential right of the shareholders, priority may be given to the existing shareholders for the allocation of the newly issued shares.

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Disclosure of Major Shareholdings
In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found in article 14 of our Articles of Association and on the website of the FSMA: http://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.
Purchase and Sales of Our Own Shares
We may only acquire our own ordinary shares pursuant to a decision by our shareholders' meeting taken under the conditions of quorum and majority provided for in the Belgian Companies Code.
The extraordinary shareholders' meeting of May 13, 2015 resolved to authorize the Board of Directors of the Company and its direct subsidiaries to acquire, in accordance with the conditions of the law, with available assets in the sense of article 617 of the Belgian Companies Code, for a period of five years as from May 13, 2015, a maximum of twenty per cent of the existing ordinary shares of the Company where all ordinary shares already purchased by the Company and its direct subsidiaries need to be taken into account and at a price per share equal to the average of the last five closing prices of the Company's ordinary shares at Euronext Brussels before the acquisition, increased with a maximum of twenty percent (20%) or decreased with a maximum of twenty percent (20%) of the said average.
Anti-Takeover Effect of Certain Provisions of Our Articles of Association
Our Articles of Association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
For example, a shareholder's voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder's meeting, unless we and the Belgian Financial Services and Markets Authority have been informed at least 20 days prior to the date of the relevant general shareholder's meeting in which the holder wishes to vote. In addition, our Board of Directors is authorized in our Articles of Association to (i) increase the Company's capital within the framework of the authorized capital with a maximum amount of $150,000,000 and (ii) buy back and sell the Company's own shares. These authorizations may be used by the Board of Directors in the event of a hostile takeover bid.
Limitations on the Right to Own Securities
Neither Belgian law nor our articles of association imposes any general limitation on the right of non-residents or foreign persons to hold our ordinary shares or exercise voting rights on our ordinary shares other than those limitations that would generally apply to all shareholders.
Transfer agent
The registrar and transfer agent for our ordinary shares in the United States is Computershare Trust Company N.A. Our Belgian Register is maintained by Euroclear Belgium.
C.            Material contracts.
We refer you to "Item 4. Information on the Company—B. Business Overview," "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities," Item 6. Directors, Senior Management and Employees — E. Share Ownership— Equity Incentive Plan," and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have entered into outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report.
Other than as set forth above, there were no material contracts, other than contracts entered into in the ordinary course of business, to which we were a party during the two year period immediately preceding the date of this annual report.

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D.            Exchange controls.
There are no Belgian exchange control regulations that would affect the import or export of capital, including the availability of cash and cash equivalents for use by the company's group or the remittance of dividends, interest or other payments to nonresident holders of the Company's securities.
See "Item 10. Additional information—E. Taxation" for a discussion of the tax treatment of dividends.
E.            Taxation.
United States Federal Income Tax Considerations
In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, "straddle" or "conversion transaction," persons who are deemed to sell the ordinary shares under constructive sale rules and persons who are liable for the alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the "Company," "we" and "us" are to Euronav NV and its subsidiaries on a consolidated basis.
United States Federal Income Taxation of the Company
Taxation of Operating Income: In General
Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as "U.S.-source shipping income."
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.
In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.
Exemption of Operating Income from U.S. Federal Income Taxation
Under the U.S.-Belgium income tax treaty (the "Belgian Treaty"), we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. We believe that we satisfy the requirements for exemption under the Belgian Treaty for our 2017 and possibly for our future taxable years. Alternatively, we may qualify for exemption under Section 883, as discussed below.

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Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:
(1)           we are organized in a foreign country, or our country of organization, that grants an "equivalent exemption" to corporations organized in the United States; and
(2)           either
(A)           more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, which we refer to as the "50% Ownership Test," or
(B)           our stock is "primarily and regularly traded on an established securities market" in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".
Each of the jurisdictions where our ship-owning subsidiaries are incorporated grant an "equivalent exemption" to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.
We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test given the widely held nature of our ordinary shares. Our ability to satisfy the Publicly-Traded Test is discussed below.
Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our ordinary shares are “primarily traded” on Euronext for this purpose even though the ordinary shares are also listed and traded on the NYSE.
Under the Treasury Regulations, our ordinary shares will be considered to be "regularly traded" on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. Our ordinary shares are listed on the NYSE and therefore we satisfy the listing requirement.
It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test". We believe we satisfied the trading frequency and trading volume tests for the 2017 taxable year. Even if this was not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the "5 Percent Override Rule."
For purposes of being able to determine the persons who own 5% or more of our stock, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.
In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.

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We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2017 taxable year. We also expect that we and each of our subsidiaries will qualify for this exemption for our subsequent taxable years. However, there can be no assurance in this regard. For example, if our 5% Stockholders own 50% or more of our ordinary shares, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.
Taxation in the Absence of Exemption under Section 883 of the Code
To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.
To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at rates of up to 35% with respect to the 2017 taxable year. The U.S. federal corporate income tax rate will be 21% for tax years beginning after December 31, 2017.In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.
Our U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
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we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
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substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.
U.S. Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
United States Federal Income Taxation of U.S. Holders
As used herein, the term "U.S. Holder" means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

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If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in the holder's ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.
Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our ordinary shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.
As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder's specific situation.
Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) Euronav is 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of Euronav’s earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of its dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of Euronav’s earnings and profits from sources within the U.S. for such taxable year divided by the total amount of Euronav’s earnings and profits for such taxable year. The rules related to U.S. foreign tax credits are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would be available.
Special rules may apply to any "extraordinary dividend" generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder's adjusted tax basis (or fair market value in certain circumstances) in a share of ordinary shares paid by us. If we pay an "extraordinary dividend" on our ordinary shares that is treated as "qualified dividend income," then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.
Dividends will be generally included in the income of U.S. Holders at the U.S. dollar amount of the dividend (including any non-U.S. taxes withheld therefrom), based upon the exchange rate in effect on the date of the distribution. In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

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Sale, Exchange or other Disposition of Ordinary shares
Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares. The U.S. Holder's initial tax basis in its shares generally will be the U.S. Holder's purchase price for the shares and that tax basis will be reduced (but not below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under "—United States Federal Income Taxation of U.S. Holders—Distributions"). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company
Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:
•
at least 75 percent of the corporation's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
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at least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary's stock.
Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.
Based on our current operations and future projections, we do not believe that we are, nor do we expect to become a PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. We have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our ordinary shares, as discussed below.
If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder's ordinary shares.

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Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.
Taxation of U.S. Holders Making a "Mark-to-Market" Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The "mark-to-market" election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder's adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:
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the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the ordinary shares;
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the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and
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the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.
United States Federal Income Taxation of "Non-U.S. Holders"
A beneficial owner of our ordinary shares that is not a U.S. Holder or an entity treated as a partnership is referred to herein as a "Non-U.S. Holder."

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If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.
Dividends on Ordinary shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Ordinary shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:
•
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or
•
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:
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fails to provide an accurate taxpayer identification number;
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is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or
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in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.
If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

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Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.
Belgian Tax Considerations
In the opinion of Argo Law, our Belgian counsel, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of ordinary shares by an investor, but this summary does not purport to address all tax consequences of the ownership and disposal of ordinary shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, ordinary shares as a position in a straddle, share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions. This summary does not address the tax regime applicable to ordinary shares held by Belgian tax residents through a fixed basis or a permanent establishment situated outside Belgium. This summary does principally not address the local taxes that may be due in connection with the ownership and disposal of ordinary shares.
For purposes of this summary, a Belgian resident is:
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an individual subject to Belgian personal income tax, i.e., an individual who is domiciled in Belgium or has his seat of wealth in Belgium or a person assimilated to a resident for purposes of Belgian tax law;
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a company (as defined by Belgian tax law) subject to Belgian corporate income tax, i.e., a corporate entity that has its statutory seat, its main establishment, its administrative seat or seat of management in Belgium;
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an Organization for Financing Pensions subject to Belgian corporate income tax, i.e., a Belgian pension fund incorporated under the form of an Organization for Financing Pensions; or
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a legal entity subject to Belgian income tax on legal entities, i.e., a legal entity other than a company subject to Belgian corporate income tax, that has its statutory seat, its main establishment, its administrative seat or seat of management in Belgium.
A non-resident is any person that is not a Belgian resident.
Investors should consult their own advisers regarding the tax consequences of the acquisition, ownership and disposal of the ordinary shares in the light of their particular circumstances, including the effect of any state, local or other national laws.
Dividends
For Belgian income tax purposes, the gross amount of all benefits paid on or attributed to the ordinary shares is generally treated as a dividend distribution. By way of exception, the repayment of capital carried out in accordance with the Belgian Companies Code is not treated as a dividend distribution to the extent that such repayment is imputed to the fiscal capital. This fiscal capital includes, in principle, the actual paid-up statutory share capital and, subject to certain conditions, the paid-up issuance premiums and the cash amounts subscribed to at the time of the issue of profit sharing certificates. However, as of 1 January 2018, a repayment of capital is partly considered to be a distribution of the existing taxed reserves (irrespective of whether they are incorporated into the capital) and/or of the tax-free reserves incorporated into the capital whereby such portion is determined on the basis of the ratio of the taxed reserves and tax-free reserves incorporated into the capital versus the aggregate of such reserves and the fiscal capital.
Belgian withholding tax of 30% is normally levied on dividends, subject to such relief as may be available under applicable domestic or tax treaty provisions.

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If the Company redeems its own ordinary shares, the redemption distribution (after deduction of the portion of fiscal capital represented by the redeemed ordinary shares) will be treated as a dividend subject to a Belgian withholding tax of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. No withholding tax will be triggered if such redemption is carried out on a stock exchange and meets certain conditions.
In case of liquidation of the Company, any amounts distributed in excess of the fiscal capital will in principle be subject to withholding tax at a rate of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions.
As mentioned above any dividends or other distributions made by the Company to shareholders owning its ordinary shares will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, among others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive, or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by the Company. Shareholders of the Company residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.
Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Tax Treaty. The U.S.-Belgium Tax Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Tax Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Tax Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the ordinary shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a U.S. company which has held at least 10% of the ordinary shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Tax Treaty.
For Belgian resident individuals who acquire and hold the ordinary shares as a private investment, the Belgian dividend withholding tax fully discharges their personal income tax liability. They may nevertheless elect to report the dividends in their personal income tax return. Where such individual opts to report them, dividends will normally be taxable at the lower of the generally applicable 30% withholding tax rate on dividends or at the progressive personal income tax rates applicable to the taxpayer's overall declared income. In addition, if the dividends are reported, the dividend withholding tax withheld at source may be credited against the income tax due and is reimbursable to the extent that it exceeds the final income tax liability with at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of or a capital loss on the ordinary shares. This condition is not applicable if the individual can demonstrate that he has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends.
For Belgian resident individuals who acquire and hold the ordinary shares for professional purposes, the Belgian withholding tax does not fully discharge their income tax liability. Dividends received must be reported by the investor and will, in such case, be taxable at the investor’s personal income tax rate increased with local surcharges. Withholding tax withheld at source may be credited against the income tax due and is reimbursable to the extent that it exceeds the income tax due with at least EUR 2.50, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership at the time the dividends are paid or attributed and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if the investor can demonstrate that he has held the full legal ownership of the ordinary shares for an uninterrupted period of twelve months prior to the attribution of the dividends.
For Belgian resident companies, the dividend withholding tax does not fully discharge the corporate income tax liability. For such companies, the gross dividend income (including withholding tax) must be declared in the corporate income tax return and will be subject to a corporate income tax rate of currently 29.58% for assessment year 2019 in relation to financial years starting as of 1 January 2018, unless the reduced corporate income tax rates apply. The corporate income tax rate will be reduced to 25% as of assessment year 2021 for financial years starting as of 1 January 2020. The dividends received during a financial year starting before 1 January 2018 or ending before 31 December 2018 will be subject to the standard corporate income tax rate of 33.99%, unless the reduced corporate income tax rates apply.

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Any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership at the time the dividends are paid or attributed; and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable (a) if the taxpayer can demonstrate that it has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends; or (b) if, during said period, the ordinary shares never belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a permanent establishment (“PE”) in Belgium.
As a general rule, Belgian resident companies can (as of assessment year 2019 and subject to certain limitations) deduct 100% of gross dividends received from their taxable income (“dividend received deduction”), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds ordinary shares representing at least 10% of the share capital of the Company or a participation in the Company with an acquisition value of at least EUR 2,500,000; (2) the ordinary shares have been held or will be held in full ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in Article 203 of the Belgian Income Tax Code (the “Article 203 ITC Taxation Condition”) are met; and (4) the anti-abuse provision contained in Article 203, §1, 7° of the Belgian Income Tax Code is not applicable (together, the “Conditions for the application of the dividend received deduction regime”). Under certain circumstances the conditions referred to under (1) and (2) do not need to be fulfilled in order for the dividend received deduction to apply. Dividends received during a financial year starting before 1 January 2018 or ending before 31 December 2018 are only be deductible up to 95%.
The Conditions for the application of the dividend received deduction regime depend on a factual analysis, upon each dividend distribution, and for this reason the availability of this regime should be verified upon each dividend distribution.
Dividends distributed to a Belgian resident company will be exempt from Belgian withholding tax provided that the Belgian resident company holds, upon payment or attribution of the dividends, at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.
In order to benefit from this exemption, the Belgian resident company must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it meets the required conditions. If the Belgian resident company holds the required minimum participation for less than one year, at the time the dividends are paid on or attributed to the ordinary shares, the Company will levy the withholding tax but will not transfer it to the Belgian Treasury provided that the Belgian resident company certifies its qualifying status, the date from which it has held such minimum participation, and its commitment to hold the minimum participation for an uninterrupted period of at least one year.
The Belgian resident company must also inform the Company or its paying agent if the one-year period has expired or if its shareholding will drop below 10% of the share capital of the Company before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the dividend withholding tax which was temporarily withheld, will be refunded to the Belgian resident company.
Please note that the above described dividend received deduction regime and the withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements (“rechtshandeling of geheel van rechtshandelingen”/”acte juridique ou un ensemble d’actes juridiques”) for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless evidence to the contrary, that this arrangement or this series of arrangements is not genuine (“kunstmatig”/”non authentique”) and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the EU Parent-Subsidiary Directive of November 30, 2011 (2011/96/EU) (“Parent-Subsidiary Directive”) in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.
For organizations for financing pensions (“OFPs”), i.e., Belgian pension funds incorporated under the form of an OFP ("organismen voor de financiering van pensioenen"/"organismes de financement de pensions") within the meaning of Article 8 of the Belgian Act of October 27, 2006, the dividend income is generally tax exempt.
Subject to certain limitations, any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.
For taxpayers subject to the Belgian income tax on legal entities, the Belgian dividend withholding tax in principle fully discharges their income tax liability.

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For non-resident individuals and companies, the dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the ordinary shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian PE.
If the ordinary shares are acquired by a non-resident in connection with a business in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident personal or corporate income tax rate, as appropriate. Belgian withholding tax levied at source may be credited against non-resident personal or corporate income tax and is reimbursable to the extent that it exceeds the income tax due with at least EUR 2.50 and, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership at the time the dividends are paid or attributed and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the ordinary shares were held in full legal ownership for an uninterrupted period of twelve months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during said period, the ordinary shares have not belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a Belgian PE.
Non-resident companies whose ordinary shares are invested in a Belgian PE may, as of assessment year 2019, deduct 100% of the gross dividends received from their taxable income if, at the date the dividends are paid or attributed, the Conditions for the application of the dividend received deduction regime are met. Application of the dividend received deduction regime depends, however, on a factual analysis to be made upon each distribution and its availability should be verified upon each dividend distribution.
Under Belgian tax law, withholding tax is not due on dividends paid to a foreign pension fund which satisfies the following conditions: (i) it is a non-resident saver in the meaning of Article 227, 3° of the ITC which implies that it has separate legal personality and fiscal residence outside of Belgium; (ii) whose corporate purpose consists solely in managing and investing funds collected in order to pay legal or complementary pensions; (iii) whose activity is limited to the investment of funds collected in the exercise of its statutory mission, without any profit making aim; (iv) which is exempt from income tax in its country of residence; and (v) except in specific circumstances, provided that it is not contractually obligated to redistribute the dividends to any ultimate beneficiary of such dividends for whom it would manage the ordinary shares, nor obligated to pay a manufactured dividend with respect to the ordinary shares under a securities borrowing transaction. The exemption will only apply if the foreign pension fund provides a certificate confirming that it is the full legal owner or usufruct holder of the ordinary shares and that the above conditions are satisfied. The organization must then forward that certificate to the Company or its paying agent.
Dividends distributed to non-resident qualifying parent companies established in a Member State of the EU or in a country with which Belgium has concluded a double tax treaty that includes a qualifying exchange of information clause, will, under certain conditions, be exempt from Belgian withholding tax provided that the ordinary shares held by the non-resident company, upon payment or attribution of the dividends, amount to at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year. A non-resident company qualifies as a parent company provided that (i) for companies established in a Member State of the EU, it has a legal form as listed in the annex to the EU Parent-Subsidiary Directive of July 23, 1990 (90/435/EC), as amended by Directive 2003/123/EC of December 22, 2003, or, for companies established in a country with which Belgium has concluded a qualifying double tax treaty, it has a legal form similar to the ones listed in such annex; (ii) it is considered to be a tax resident according to the tax laws of the country where it is established and the double tax treaties concluded between such country and third countries; and (iii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime.
In order to benefit from this exemption, the non-resident company must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it meets the three abovementioned conditions.
If the non-resident company holds a minimum participation for less than one year at the time the dividends are paid on or attributed to the ordinary shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the non-resident company provides the Company or its paying agent with a certificate confirming, in addition to its qualifying status, the date as of which it has held the ordinary shares, and its commitment to hold the ordinary shares for an uninterrupted period of at least one year. The non-resident company must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10% of the Company’s share capital before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the deducted dividend withholding tax which was temporarily withheld, will be refunded to the non-resident company.

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Dividends paid or attributed to a non-resident company will be exempt from withholding tax, provided that (i) the non-resident company is established in the European Economic Area or in a country with whom Belgium has concluded a tax treaty that includes a qualifying exchange of information clause, (ii) the non-resident company is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime, (iii) the non-resident company does not satisfy the 10%-participation threshold but has a participation in the Belgian company with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares which are or will be held in full ownership for at least one year without interruption; (v) the non-resident company has a legal form as listed in the annex to the Parent-Subsidiary Directive, as amended from time to time, or, has a legal form similar to the ones listed in such annex and that is governed by the laws of another Member State of the EEA, or, by the law of a country with whom Belgium has concluded a qualifying double tax treaty, (vi) the ordinary Belgian withholding tax is, in principle, neither creditable nor reimbursable in the hands of the non-resident company.
In order to benefit from the exemption of withholding tax, the non-resident company must provide the Company or its paying agent with a certificate confirming (i) it has the above described legal form, (ii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that deviates from the ordinary domestic tax regime, (iii) it holds a participation of less than 10% in the capital of the Company but with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares in the Company which it has held or will hold in full legal ownership for an uninterrupted period of at least one year, (v) to which extent it could in principle, would this exemption not exist, credit the levied Belgian withholding tax or obtain a reimbursement according to the legal provisions applicable upon 31 December of the year preceding the year of the payment or attribution of the dividends, and (vi) its full name, legal form, address and fiscal identification number, if applicable.
Belgian dividend withholding tax is subject to such relief as may be available under applicable double tax treaty provisions. Belgium has concluded double tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 20%, 15%, 10%, 5% or 0% for residents of those countries, depending on conditions, among others, related to the size of the shareholding and certain identification formalities.
Prospective holders should consult their own tax advisors to determine whether they qualify for a reduction in withholding tax upon payment or attribution of dividends, and, if so, to understand the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or for making claims for reimbursement.
Capital gains and losses
In principle, Belgian resident individuals acquiring ordinary shares as a private investment should not be subject to Belgian capital gains tax on a later disposal of the ordinary shares and capital losses will not be tax deductible.
Capital gains realised by a Belgian resident individual are however taxable at 33% (plus local surcharges) if the capital gain on the ordinary shares is deemed to be realised outside the scope of the normal management of its private estate. Capital losses are, however, not tax deductible. Moreover, capital gains realised by Belgian resident individuals on the disposal of the ordinary shares to a non-resident company (or body constituted in a similar legal form), to a foreign State (or one of its political subdivisions or local authorities) or to a non-resident legal entity, each time established outside the European Economic Area, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned, directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (i.e., a shareholding of more than 25% in the Company). Capital losses arising from such transactions are, however, not tax deductible.
Capital gains realised by Belgian resident individuals in case of redemption of the ordinary shares or in case of liquidation of the Company will generally be taxable as a dividend.
Belgian resident individuals who hold the ordinary shares for professional purposes are taxable at the ordinary progressive personal income tax rates (plus local surcharges) on any capital gains realised upon the disposal of the ordinary shares, except for the ordinary shares held for more than five years, which are taxable at a separate rate of, in principle, 10% (capital gains realised in framework of cessation of activities in certain circumstances) or 16.5% (other occasions), both plus local surcharges. Capital losses on the ordinary shares incurred by Belgian resident individuals who hold the ordinary shares for professional purposes are in principle tax deductible.
Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realised upon the disposal of the ordinary shares provided that the Conditions for the application of the dividend received deduction regime are met. Such capital gains realized by non-small and medium-sized companies in a financial year starting before 1 January 2018 or ending before 31 December 2018 will still be subject to a corporate income tax of 0.412%.

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If the one-year minimum holding period condition is not met (but the other Conditions for the application of the dividend received deduction regime are met), the capital gains realised upon the disposal of the ordinary shares by Belgian resident companies are taxable at a separate corporate income tax rate of 25.50%. Such capital gains realized in a financial year starting before 1 January 2018 or ending before 31 December 2018 will still be subject to a separate corporate income tax rate of 25.75%. From assessment year 2019 (financial years from 1 January 2018) this separate rate for the non-fulfillment of the one-year detention condition does not apply to SMEs, insofar as the capital gain qualifies for the reduced rate of 20.40% (this is, with a taxable basis up to 100,000 EUR). This separate rate will be fully abolished as of the assessment year 2021 (financial years from 1 January 2020), since at that time the standard corporate tax rate will be reduced to 25% (or 20% for qualifying SMEs).
If the Conditions for the application of the dividend received deduction regime would not be met, any capital gain realised would be taxable at the standard corporate income tax rate of 29.58%, unless the reduced corporate income tax rates apply. Such capital gain realized in a financial year starting before 1 January 2018 or ending before 31 December 2018 will still be subject to the standard corporate income tax rate of 33.99%, unless the reduced corporate income tax rates apply. The corporate income tax rate will be reduced to 25% as of assessment year 2021 for financial years starting on or after 1 January 2020.
Capital losses on the ordinary shares incurred by Belgian resident companies are as a general rule not tax deductible.
Ordinary shares held in the trading portfolios of Belgian qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. The capital gains on such ordinary shares are taxable at the ordinary corporate income tax rate of 29.58% and the capital losses on such ordinary shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization. Such capital gain realized in a financial year starting before 1 January 2018 or ending before 31 December 2018 will still be subject to the standard corporate income tax rate of 33.99%, unless the reduced corporate income tax rates apply. The corporate income tax rate will be reduced to 25% as of assessment year 2021 for financial years starting as of 1 January 2020.
Capital gains realised by Belgian resident companies in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.
Capital gains on the ordinary shares realised by OFPs within the meaning of Article 8 of the Belgian Act of October 27, 2006 are exempt from corporate income tax and capital losses are not tax deductible.
Capital gains realised upon disposal of the ordinary shares by Belgian resident legal entities are in principle not subject to Belgian income tax and capital losses are not tax deductible.
Capital gains realised upon disposal of (part of) a substantial participation in a Belgian company (i.e., a participation representing more than 25% of the share capital of the Company at any time during the last five years prior to the disposal) may, however, under certain circumstances be subject to income tax in Belgium at a rate of 16.5% (plus crisis surcharge of 2%; such surcharge will however be abolished as of 1 January 2020).
Capital gains realised by Belgian resident legal entities in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.
Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital gains realised upon disposal of the ordinary shares, unless the ordinary shares are held as part of a business conducted in Belgium through a fixed base in Belgium or a Belgian PE. In such a case, the same principles apply as described with regard to Belgian individuals (holding the ordinary shares for professional purposes) or Belgian companies.
Non-resident individuals who do not use the ordinary shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the ordinary shares to Belgium, might be subject to tax in Belgium if the capital gains arise from transactions which are to be considered speculative or beyond the normal management of one's private estate or in case of disposal of a substantial participation in a Belgian company as mentioned in the tax treatment of the disposal of the ordinary shares by Belgian individuals. Such non-resident individuals might therefore be obliged to file a tax return and should consult their own tax advisor.

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Annual tax on securities accounts
As of 10 March 2018, a new annual tax on securities accounts has been introduced, whereby both (i) Belgian resident private individuals holding one or more securities accounts via a financial intermediary based in Belgium or abroad, and (ii) non-resident private individuals holding one or more securities accounts via a financial intermediary based in Belgium, are subject to tax at a rate of 0.15 % on the total amount of qualifying assets (including listed ordinary shares, bonds, funds) held on these securities accounts if during the preceding reference period of 12 months the combined average value of qualifying assets across all securities accounts exceeded EUR 500,000 per individual account holder (i.e., EUR 1,000,000 for a married couple holding a common securities account). Pension savings accounts and life insurances are excluded. The tax is, in principle, collected by the intermediary financial institution, who also determine the combined average value of the accounts concerned, in case this financial institution is a Belgian financial institution or a foreign financial institution which has appointed a representative in Belgium to do so. If not, the securities account holder is responsible for calculating, reporting and paying the annual tax on securities accounts.
Investors should consult their own professional advisors in relation to the annual tax on securities accounts.
Belgian tax on stock exchange transactions
The purchase and the sale and any other acquisition or transfer for consideration of existing ordinary shares (secondary market transactions) is subject to the Belgian tax on stock exchange transactions (“taks op de beursverrichtingen” / “taxe sur les opérations de bourse”) if (i) it is executed in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium, or legal entities for the account of their seat or establishment in Belgium (both referred to as a “Belgian Investor”). The tax on stock exchange transactions is not due upon the issuance of new ordinary shares.
The tax on stock exchange transactions is levied at a rate of 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.
A separate tax is due by each party to the transaction, and both taxes are collected by the professional intermediary. However, if the intermediary is established outside of Belgium, the tax will in principle be due by the Belgian Investor, unless that Belgian Investor can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Belgian stock exchange tax representative (“Stock Exchange Tax Representative”), which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary. If such a Stock Exchange Tax Representative would have paid the tax on stock exchange transactions due, the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transaction.
No tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Article 2.9° and 10° of the Belgian Law of August 2, 2002 on the supervision of the financial sector and financial services; (ii) insurance companies defined in Article 5 of the Belgian Law of March 13, 2016 on the supervision of insurance companies; (iii) pension institutions referred to in Article 2,1° of the Belgian Law of October 27, 2006 concerning the supervision of pension institutions; (iv) undertakings for collective investment; (v) regulated real estate companies; and (vi) Belgian non-residents provided they deliver a certificate to their financial intermediary in Belgium confirming their non-resident status.
Application of the tonnage tax regime to the Company
The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.
Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (Tonnage Tax Regime - An alternative way of calculating taxable income of operating qualifying ships. Taxable profits are calculated by reference to the net tonnage of the qualifying vessels a company operates, independent of the actual earnings (profit or loss) for Belgian corporate income tax purposes). This tonnage tax regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013.
The subsidiaries Euronav Shipping NV and Euronav Tankers NV that were formed in connection with our acquisition of the 2014 Fleet Acquisition Vessels applied for the Belgian tonnage tax regime and obtained approval effective January 1, 2016.

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We cannot assure the Company will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve the Company's future applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future net results of the Company.
Other income tax considerations
In addition to the income tax consequences discussed above, the Company may be subject to tax in one or more other jurisdictions where the Company conducts activities. The amount of any such tax imposed upon our operations may be material.
The proposed Financial Transaction Tax (FTT)
On February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (the “FTT”). Earlier negotiations for a common transaction tax among all 28 EU Member States had failed. The current negotiations between Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the Participating Member States) are seeking a compromise under “enhanced cooperation” rules, which require consensus from at least nine nations. Earlier Estonia dropped out of the negotiations by declaring it would not introduce the FTT.
The Draft Directive currently stipulates that once the FTT enters into force, the Participating Member States shall not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in the Council Directive 2006/112/EC of November 28, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into force.
However, the Draft Directive on the FTT remains subject to negotiations between the Participating Member States. It may therefore be altered prior to any implementation, of which the eventual timing and outcome remains unclear. Additional EU Member States may decide to participate or drop out of the negotiations. If the number of Participating Member States would fall below nine, it would put an end to the project.
Prospective investors should consult their own professional advisors in relation to the FTT.
F.            Dividends and paying agents.
Not applicable.
G.            Statement by experts.
Not applicable.
H.            Documents on display.
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.euronav.com.  This web address is provided as an inactive textual reference only.  Information contained on our website does not constitute part of this annual report.
Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:
Euronav NV
De Gerlachekaai 20, 2000 Antwerpen
Belgium
Telephone: 011-32-3-247-4411
I.            Subsidiary Information
Not applicable.

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured and unsecured credit facilities. Amounts borrowed under the credit facilities bear interest at a rate equal to LIBOR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. A one percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 2017 by approximately $9.4 million ($10.6 million in 2016).
We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2017, about 16.5% of the total operating expenses were incurred in euros (2016: 17.4%). Revenue and the financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2017 would have decreased our profit or loss by $7.1 million (2016: $10.0 million). A 10 percent weakening of the euro against the dollar at December 31, 2017 would have had the equal but opposite effect.
We are exposed to credit risk from our operating activities (primarily for trade receivables and available liquidity under our credit revolving facilities) and from our financing activities, including credit risk related to undrawn portions of our facilities and deposits with banks and financial institutions. We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on the rating agency, Standard & Poor's Financial Services LLC.
Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. A significant part of our vessels are currently exposed to the spot market. Every increase (decrease) of $1,000 on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by $13.4 million in 2017 (2016: $14.1 million).
For further information, please see Note 18 to our consolidated financial statements included herein.
ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15.    CONTROLS AND PROCEDURES
(a)            Disclosure of controls and procedures.
We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2017. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

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(b)            Management's annual report on internal control over financial reporting.
In accordance with Rule 13a-15(f) of the Exchange Act, the management of the Company is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2017 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in 2013. Based on our assessment, management determined that the Company's internal controls over financial reporting were effective as of December 31, 2017 based on the criteria in Internal Control—Integrated Framework issued by COSO (2013).
(c)            Attestation report of the registered public accounting firm.
The attestation report of the registered public accounting firm is presented on page F-2 of the financial statements as filed as part of this annual report.
(d)            Changes in internal control over financial reporting.
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT
In accordance with the rules of the NYSE, the exchange on which our ordinary shares are listed, we have appointed an audit committee, referred to as Audit and Risk Committee, whose members as of December 31, 2017 are Ms. Monsellato, as Chairman, Mr. Steen, Mr. Thomson and Mr. Bradshaw. Ms. Monsellato has been determined to be a financial expert by our board of directors and independent, as that term is defined in the listing standards of the NYSE.
ITEM 16B.    CODE OF ETHICS
We have adopted a code of conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. A copy of our code of conduct has been filed as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2014 and is also available on our website at www.euronav.com.  We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.
Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:
Euronav NV
De Gerlachekaai 20, 2000 Antwerpen
Belgium
Telephone: 011-32-3-247-4411

ITEM 16C.    PRINCIPAL ACCOUNTING FEES AND SERVICES
Our principal accountants for the years ended December 31, 2017 and 2016 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises Burg.  CVBA (KPMG). The following table sets forth the fees related to audit and other services provided by KPMG.

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(in U.S. dollars)
 
December 31, 2017
 
December 31, 2016
Audit fees
 
870,324

 
966,733

Audit-related fees
 
7,987

 
28,559

Taxation fees
 
22,104

 
17,642

All other fees
 
—

 
—

Total
 
900,415

 
1,012,934

Audit Fees
Audit fees are fees billed for services that provide assurance on the fair presentation of financial statements and encompass the following specific elements:
•
An audit opinion on our consolidated financial statements and our internal controls over financial reporting;
•
An audit opinion on the statutory financial statements of individual companies within our consolidated group of companies, where legally required;
•
A review opinion on interim financial statements;
•
In general, any opinion assigned to the statutory auditor by local legislation or regulations.
Audit-Related Fees
Audit-related fees are fees for assurance or other work traditionally provided to us by external audit firms in their role as statutory auditors. These services usually result in a certification or specific opinion on an investigation or specific procedures applied, and include opinion/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters).
Tax Fees
Tax fees in 2017 and 2016 were related to tax compliance services.
ITEM 16D.    EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
none
ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 16G.    CORPORATE GOVERNANCE
Pursuant to an exception for foreign private issuers, we, as a Belgian company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards.  Set forth below is a list of those differences.
Independence of Directors.     The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Board of Directors currently consists of seven directors, five of which are considered "independent" according to NYSE's standards for independence. However, as permitted under Belgian law, our Board of Directors may in the future not consist of a majority of independent directors. 

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Compensation Committee and Nominating/Corporate Governance Committee .     The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors. As permitted under Belgian law, our Remuneration Committee does not currently, and may not in the future, consist entirely of independent directors. Nevertheless, in accordance with Belgian corporate law, our Remuneration Committee must at all times maintain a majority of independent directors (in accordance with Belgian independence standards).
Audit Committee .    The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of three entirely independent directors. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent directors, but it must at all times have at least one independent director (in accordance with Belgian independence standards). Although we are not required to do so under Rule 10A-3 under the Exchange Act, our Audit and Risk Committee is currently comprised of four independent directors in accordance with the Exchange Act and NYSE rules, three of whom are independent according to Belgian independence standards.
Corporate Governance Guidelines .    The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Belgian law, but we have adopted a corporate governance charter in compliance with Belgian law requirements.
Shareholder Approval of Securities Issuances. The NYSE requires that a listed U.S. company obtain the approval of its shareholders prior to issuances of securities under certain circumstances. In lieu of this requirement, we have elected to follow applicable practices under the laws of Belgian for authorizing issuances of securities.
Information about our corporate governance practices may also be found on our website, http://www.euronav.com, in the section "Investors" under "Corporate Governance."
ITEM 16H.    MINE SAFETY DISCLOSURE
Not applicable.
PART III

ITEM 17.    FINANCIAL STATEMENTS
See "Item 18. Financial Statements."
ITEM 18.    FINANCIAL STATEMENTS
The financial statements, together with the report of KPMG Bedrijfsrevisoren—Réviseurs d'Entreprises Burg. CVBA (KPMG) thereon, are set forth on page F-2 and are filed as a part of this report.
ITEM 19.    EXHIBITS

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4.6
 
 
4.7
 
 
4.8
 
 
4.10
 
 
4.11
 
 
4.12
 
 
4.13
 
 
4.14
 
 
4.15
 
 
4.16
 
 
4.17
 
 
4.18
 
 
4.19
 
 
4.20
 
 
4.21
 
 
4.22
 
 
4.23
 
 
4.24
 
 
4.25
 
 
4.26
 
 
4.27
 
 

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4.28
 
 
4.29
 
 
4.30
 
 
4.31
 
 
4.32
 
 
8.1
 
 
11.1
 
 
12.1
 
 
12.2
 
 
13.1
 
 
13.2
 
 
15.1
 
 
15.2
 
 
15.3
 
 
15.4
 
 
15.5
 
 
101
The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL):
 
    (1) Consolidated Statement of Financial Position as of December 31, 2017, 2016 and 2015
 
    (2) Consolidated Statement of Profit or Loss for the years ended December 31, 2017, 2016 and 2015
 
    (3) Consolidated Statement of Comprehensive Income as of December 31, 2017, 2016 and 2015
 
    (4) Consolidated Statements of Changes in Equity as of December 31, 2017, 2016 and 2015
 
    (5) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
 
    (6) Notes to the Consolidated Financial Statements.
 
(1)
Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-198625 and incorporated by reference herein.
(2)
Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.
(3)
Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated by reference herein.

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(4)
Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.
(5)
Filed as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 22, 2017 and incorporated by reference herein.
(6)
Filed as an exhibit to the Company's Registration Statement on Form F-4, Registration No. 333-223039 and incorporated by reference herein.

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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
EURONAV NV
 
 
 
 
 
 
 
 
 
 
By:
/s/ Hugo De Stoop
 
 
Name:  Hugo De Stoop
Title:    Chief Financial Officer
Date: April 17, 2018
 
 


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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
 
 

F-1
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Euronav NV:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
KPMG Bedrijfsrevisoren - Réviseurs d’Entreprises Burg. CVBA




/s/ Götwin Jackers
Bedrijfsrevisor / Réviseur d’Entreprises

We have served as the Company’s auditor since 2003.

Zaventem, BELGIUM
April 17, 2018


F-3
Table of Contents
Consolidated Statement of Financial Position
(in thousands of USD)

 
 
December 31, 2017
 
December 31, 2016
ASSETS
 
 
 
 
Non-current assets
 
 
 
 
Vessels (Note 8)
 
2,271,500

 
2,383,163

Assets under construction (Note 8)
 
63,668

 
86,136

Other tangible assets (Note 8)
 
1,663

 
777

Intangible assets
 
72

 
156

Receivables (Note 10)
 
160,352

 
183,914

Investments in equity accounted investees (Note 25)
 
30,595

 
18,413

Deferred tax assets  (Note 9)
 
2,487

 
964

 
 
 
 
 
Total non-current assets
 
2,530,337

 
2,673,523

 
 
 
 
 
Current assets
 
 

 
 

Trade and other receivables  (Note 11)
 
136,797

 
166,342

Current tax assets
 
191

 
357

Cash and cash equivalents (Note 12)
 
143,648

 
206,689

Non-current assets held for sale (Note 3)
 
—

 
—

 
 
 
 
 
Total current assets
 
280,636

 
373,388

 
 
 
 
 
TOTAL ASSETS
 
2,810,973

 
3,046,911

 
 
 
 
 
 
 
 
 
 
EQUITY and LIABILITIES
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
Share capital
 
173,046

 
173,046

Share premium
 
1,215,227

 
1,215,227

Translation reserve
 
568

 
120

Treasury shares (Note 13)
 
(16,102
)
 
(16,102
)
Retained earnings
 
473,622

 
515,665

 
 
 
 
 
Equity attributable to owners of the Company
 
1,846,361

 
1,887,956

 
 
 
 
 
Non-current liabilities
 
 

 
 

Bank loans (Note 15)
 
653,730

 
966,443

Other notes (Note 15)
 
147,619

 
—

Other payables (Note 17)
 
539

 
533

Employee benefits (Note 16)
 
3,984

 
2,846

Provisions
 
—

 
38

 
 
 
 
 
Total non-current liabilities
 
805,872

 
969,860

 
 
 
 
 
Current liabilities
 
 

 
 

Trade and other payables (Note 17)
 
61,355

 
69,859

Current tax liabilities
 
11

 
—

Bank loans (Note 15)
 
47,361

 
119,119

Other borrowings (Note 15)
 
50,010

 
—

Provisions
 
3

 
117

 
 
 
 
 
Total current liabilities
 
158,740

 
189,095

 
 
 
 
 
TOTAL EQUITY and LIABILITIES
 
2,810,973

 
3,046,911

 
 
 
 
 
The accompanying notes on page F-10 to F-81 are an integral part of these consolidated financial statements.

F-4
Table of Contents
Consolidated Statement of Profit or Loss
(in thousands of USD except per share amounts)

 
 
2017
 
2016
 
2015
 
 
Jan. 1 - Dec 31, 2017
 
Jan. 1 - Dec 31, 2016
 
Jan. 1 - Dec 31, 2015
Shipping income
 
 
 
 
 
 
Revenue (Note 4)
 
513,368

 
684,265

 
846,507

Gains on disposal of vessels/other tangible assets (Note 8)
 
36,538

 
50,397

 
13,302

Other operating income (Note 4)
 
4,902

 
6,996

 
7,426

Total shipping income
 
554,808

 
741,658


867,235

 
 
 
 
 
 
 
Operating expenses
 
 

 
 

 
 

Voyage expenses and commissions (Note 5)
 
(62,035
)
 
(59,560
)
 
(71,237
)
Vessel operating expenses (Note 5)
 
(150,427
)
 
(160,199
)
 
(153,718
)
Charter hire expenses (Note 5)
 
(31,173
)
 
(17,713
)
 
(25,849
)
Loss on disposal of vessels/other tangible assets (Note 8)
 
(21,027
)
 
(2
)
 
(8,002
)
Impairment on non-current assets held for sale (Note 3)
 
—

 
—

 
—

Loss on disposal of investments in equity accounted investees (Note 24)
 
—

 
(24,150
)
 
—

Depreciation tangible assets (Note 8)
 
(229,777
)
 
(227,664
)
 
(210,156
)
Depreciation intangible assets
 
(95
)
 
(99
)
 
(50
)
General and administrative expenses (Note 5)
 
(46,868
)
 
(44,051
)
 
(46,251
)
Total operating expenses
 
(541,402
)
 
(533,438
)

(515,263
)
 
 
 
 
 
 
 
RESULT FROM OPERATING ACTIVITIES
 
13,406

 
208,220

 
351,972

 
 
 
 
 
 
 
Finance income (Note 6)
 
7,266

 
6,855

 
3,312

Finance expenses (Note 6)
 
(50,729
)
 
(51,695
)
 
(50,942
)
Net finance expenses
 
(43,463
)
 
(44,840
)

(47,630
)
 
 
 
 
 
 
 
Share of profit (loss) of equity accounted investees (net of income tax) (Note 25)
 
30,082

 
40,495

 
51,592

 
 
 
 
 
 
 
PROFIT (LOSS) BEFORE INCOME TAX
 
25

 
203,875

 
355,934

 
 
 
 
 
 
 
Income tax benefit (expense) (Note 7)
 
1,358

 
174

 
(5,633
)
 
 
 
 
 
 
 
PROFIT (LOSS) FOR THE PERIOD
 
1,383

 
204,049

 
350,301

 
 
 
 
 
 
 
Attributable to:
 
 

 
 

 
 

Owners of the company
 
1,383

 
204,049

 
350,301

 
 
 
 
 
 
 
Basic earnings per share (Note 14)
 
0.01

 
1.29

 
2.25

Diluted earnings per share (Note 14)
 
0.01

 
1.29

 
2.22

 
 
 
 
 
 
 
Weighted average number of shares (basic) (Note 14)
 
158,166,534

 
158,262,268

 
155,872,171

Weighted average number of shares (diluted) (Note 14)
 
158,297,057

 
158,429,057

 
157,529,562

The accompanying notes on page F-10 to F-81 are an integral part of these consolidated financial statements.

F-5
Table of Contents
Consolidated Statement of Comprehensive Income
(in thousands of USD)


 
 
2017
 
2016
 
2015
 
 
Jan. 1 - Dec 31, 2017
 
Jan. 1 - Dec 31, 2016
 
Jan. 1 - Dec 31, 2015
Profit/(loss) for the period
 
1,383

 
204,049

 
350,301

 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 

 
 

 
 

Items that will never be reclassified to profit or loss:
 
 

 
 

 
 

Remeasurements of the defined benefit liability (asset) (Note 16)
 
64

 
(646
)
 
(44
)
 
 
 
 
 
 
 
Items that are or may be reclassified to profit or loss:
 
 

 
 

 
 

Foreign currency translation differences  (Note 6)
 
448

 
170

 
(429
)
Equity-accounted investees - share of other comprehensive income (Note 25)
 
483

 
1,224

 
1,610

 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
995

 
748

 
1,136

 
 
 
 
 
 
 
Total comprehensive income for the period
 
2,378

 
204,797

 
351,437

 
 
 
 
 
 
 
Attributable to:
 
 

 
 

 
 

Owners of the company
 
2,378

 
204,797

 
351,437

The accompanying notes on page F-10 to F-81 are an integral part of these consolidated financial statements.


F-6
Table of Contents
Consolidated Statement of Changes in Equity
(in thousands of USD)


 
 
Share capital
 
Share premium
 
Translation reserve
 
Hedging reserve
 
Treasury shares
 
Retained earnings
 
Capital and reserves
 
Other equity interest
 
Total equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2015
 
142,441

 
941,770

 
379

 
—

 
(46,062
)
 
359,180

 
1,397,708

 
75,000

 
1,472,708

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
—

 
—

 
—

 
—

 
—

 
350,301

 
350,301

 
—

 
350,301

Total other comprehensive income
 
—

 
—

 
(429
)
 
—

 
—

 
1,565

 
1,136

 
—

 
1,136

Total comprehensive income
 
—

 
—

 
(429
)
 
—

 
—

 
351,866

 
351,437

 
—

 
351,437

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issue of ordinary shares (Note 13)
 
20,324

 
208,738

 
—

 
—

 
—

 
(19,357
)
 
209,705

 
—

 
209,705

Conversion perpetual convertible preferred equity (Note 13)
 
10,281

 
64,719

 
—

 
—

 
—

 
—

 
75,000

 
(75,000
)
 
—

Dividends to equity holders
 
—

 
—

 
—

 
—

 
—

 
(138,001
)
 
(138,001
)
 
—

 
(138,001
)
Treasury shares sold (Note 13)
 
—

 
—

 
—

 
—

 
33,779

 
(25,516
)
 
8,263

 
—

 
8,263

Equity-settled share-based payment (Note 22)
 
—

 
—

 
—

 
—

 
—

 
1,637

 
1,637

 
—

 
1,637

Total transactions with owners
 
30,605

 
273,457

 
—

 
—

 
33,779

 
(181,237
)
 
156,604

 
(75,000
)
 
81,604

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
 
173,046

 
1,215,227

 
(50
)
 
—

 
(12,283
)
 
529,809

 
1,905,749

 
—

 
1,905,749

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
 
173,046

 
1,215,227

 
(50
)
 
—

 
(12,283
)
 
529,809

 
1,905,749

 
—

 
1,905,749

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
—

 
—

 
—

 
—

 
—

 
204,049

 
204,049

 
—

 
204,049

Total other comprehensive income
 
—

 
—

 
170

 
—

 
—

 
578

 
748

 
—

 
748

Total comprehensive income
 
—

 
—

 
170

 
—

 
—

 
204,627

 
204,797

 
—

 
204,797

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends to equity holders
 
—

 
—

 
—

 
—

 
—

 
(216,838
)
 
(216,838
)
 
—

 
(216,838
)
Treasury shares acquired (Note 13)
 
—

 
—

 
—

 
—

 
(6,889
)
 
—

 
(6,889
)
 
—

 
(6,889
)
Treasury shares sold (Note 13)
 
—

 
—

 
—

 
—

 
3,070

 
(2,339
)
 
731

 
—

 
731

Equity-settled share-based payment (Note 22)
 
—

 
—

 
—

 
—

 
—

 
406

 
406

 
—

 
406

Total transactions with owners
 
—

 
—

 
—

 
—

 
(3,819
)
 
(218,771
)
 
(222,590
)
 
—

 
(222,590
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
 
173,046

 
1,215,227

 
120

 
—

 
(16,102
)
 
515,665

 
1,887,956

 
—

 
1,887,956




F-7
Table of Contents

Consolidated Statement of Changes in Equity (Continued)
(in thousands of USD)

 
 
Share capital
 
Share premium
 
Translation reserve
 
Hedging reserve
 
Treasury shares
 
Retained earnings
 
Capital and reserves
 
Other equity interest
 
Total equity
Balance at January 1, 2017
 
173,046

 
1,215,227

 
120

 
—

 
(16,102
)
 
515,665

 
1,887,956

 
—

 
1,887,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
—

 
—

 
—

 
—

 
—

 
1,383

 
1,383

 
—

 
1,383

Total other comprehensive income
 
—

 
—

 
448

 
—

 
—

 
547

 
995

 
—

 
995

Total comprehensive income
 
—

—

—

—

448

—

—

—

—

—

1,930

—

2,378

—

—

—

2,378

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions with owners of the company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends to equity holders (Note 13)
 
—

 
—

 
—

 
—

 
—

 
(44,286
)
 
(44,286
)
 
—

 
(44,286
)
Equity-settled share-based payment (Note 22)
 
—

 
—

 
—

 
—

 
—

 
313

 
313

 
—

 
313

Total transactions with owners
 
—

 
—

 
—

 
—

 
—

 
(43,973
)
 
(43,973
)
 
—

 
(43,973
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
173,046

 
1,215,227

 
568

 
—

 
(16,102
)
 
473,622

 
1,846,361

 
—

 
1,846,361

The accompanying notes on page F-10 to F-81 are an integral part of these consolidated financial statements.


F-8
Table of Contents
Consolidated Statement of Cash Flows
(in thousands of USD)


 
 
2017
 
2016
 
2015
 
 
Jan. 1 - Dec 31, 2017
 
Jan. 1 - Dec 31, 2016
 
Jan. 1 - Dec 31, 2015
Cash flows from operating activities
 
 
 
 
 
 
Profit (loss) for the period
 
1,383

 
204,049

 
350,301

 
 
 
 
 
 
 
Adjustments for:
 
225,527

 
205,457

 
208,305

Depreciation of tangible assets (Note 8)
 
229,777

 
227,664

 
210,156

Depreciation of intangible assets
 
95

 
99

 
50

Loss (gain) on disposal of investments in equity accounted investees (Note 24)
 
—

 
24,150

 
—

Provisions
 
(160
)
 
(603
)
 
91

Tax (benefits)/expenses (Note 7)
 
(1,358
)
 
(174
)
 
5,633

Share of profit of equity-accounted investees, net of tax (Note 25)
 
(30,082
)
 
(40,495
)
 
(51,592
)
Net finance expense (Note 6)
 
43,463

 
44,839

 
47,630

(Gain)/loss on disposal of assets (Note 8)
 
(15,511
)
 
(50,395
)
 
(5,300
)
Equity-settled share-based payment transactions (Note 5)
 
313

 
406

 
1,637

Amortization of deferred capital gain
 
(1,010
)
 
(34
)
 
—

 
 
 
 
 
 
 
Changes in working capital requirements
 
22,083

 
38,487

 
(57,692
)
Change in cash guarantees
 
(52
)
 
107

 
1

Change in trade receivables (Note 11)
 
5,938

 
(755
)
 
12,330

Change in accrued income (Note 11)
 
(1,499
)
 
21,049

 
(13,175
)
Change in deferred charges (Note 11)
 
(3,648
)
 
239

 
11,090

Change in other receivables (Note 10-11)
 
28,773

 
35,905

 
(34,654
)
Change in trade payables (Note 17)
 
1,165

 
(6,817
)
 
1,190

Change in accrued payroll (Note 17)
 
1,014

 
(138
)
 
255

Change in accrued expenses (Note 17)
 
(6,727
)
 
(7,547
)
 
(1,649
)
Change in deferred income (Note 17)
 
(3,726
)
 
(3,591
)
 
6,612

Change in other payables (Note 17)
 
18

 
(226
)
 
(39,800
)
Change in provisions for employee benefits (Note 16)
 
827

 
261

 
108

 
 
 
 
 
 
 
Income taxes paid during the period
 
11

 
(100
)
 
(109
)
Interest paid (Note 6-18)
 
(39,595
)
 
(33,378
)
 
(50,810
)
Interest received (Note 6-11)
 
636

 
209

 
262

Dividends received from equity-accounted investees (Note 25)
 
1,250

 
23,478

 
275

 
 
 
 
 
 
 
Net cash from (used in) operating activities
 
211,295

 
438,202

 
450,532

 
 
 
 
 
 
 
Acquisition of vessels (Note 8)
 
(176,687
)
 
(342,502
)
 
(351,596
)
Proceeds from the sale of vessels (Note 8)
 
96,880

 
223,016

 
112,890

Acquisition of other tangible assets and prepayments (Note 8)
 
(1,203
)
 
(178
)
 
(8,289
)
Acquisition of intangible assets
 
(11
)
 
(18
)
 
(258
)
Proceeds from the sale of other (in)tangible assets
 
29

 
38

 
95

Loans from (to) related parties (Note 25)
 
40,750

 
22,047

 
39,785

Proceeds from capital decreases in joint ventures (Note 25)
 
—

 
3,737

 
1,500

Acquisition of subsidiaries, net of cash acquired (Note 24)
 
—

 
(6,755
)
 
—

 
 
 
 
 
 
 
Net cash from (used in) investing activities
 
(40,242
)
 
(100,615
)
 
(205,873
)
 
 
 
 
 
 
 
Proceeds from issue of share capital (Note 13)
 
—

 
—

 
229,063

Transaction costs related to issue of share capital (Note 13)
 
—

 
—

 
(19,357
)
(Purchase of) Proceeds from sale of treasury shares (Note 13)
 
—

 
(6,157
)
 
8,263

Proceeds from new borrowings (Note 15)
 
526,024

 
740,286

 
931,270

Repayment of borrowings (Note 15)
 
(710,993
)
 
(774,015
)
 
(1,367,871
)
Transaction costs related to issue of loans and borrowings (Note 15)
 
(5,874
)
 
(4,436
)
 
(8,680
)
Dividends paid (Note 13)
 
(44,133
)
 
(216,838
)
 
(138,003
)
 
 
 
 
 
 
 
Net cash from (used in) financing activities
 
(234,976
)
 
(261,160
)
 
(365,315
)
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
(63,923
)
 
76,427

 
(120,656
)
 
 
 
 
 
 
 
Net cash and cash equivalents at the beginning of the period (Note 12)
 
206,689

 
131,663

 
254,086

Effect of changes in exchange rates
 
882

 
(1,401
)
 
(1,767
)
 
 
 
 
 
 
 
Net cash and cash equivalents at the end of the period (Note 12)
 
143,648

 
206,689

 
131,663

The accompanying notes on page F-10 to F-81 are an integral part of these consolidated financial statements.

F-9
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



Notes to the consolidated financial statements for the year ended December 31, 2017


F-10
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 1 - Significant accounting policies
1.
Reporting Entity
Euronav NV (the "Company") is a company domiciled in Belgium. The address of the Company's registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and joint ventures.
Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, ("CMB"), formed in 1895, Compagnie Nationale de Navigation SA, ("CNN"), formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name "Euronav" in 1989 when it was initially formed as the international tanker subsidiary of CNN.
Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool (the "TI Pool") and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.
A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants, consisting of third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.
Time charters provide the Company with a fixed and stable cash flow for a known period of time. Time charters may help the Company mitigate, in part, their exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of their vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Company believes will enable them to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.
The Group currently deploys their two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector.
2.
Basis of preparation
(a)
Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
All accounting policies have been consistently applied for all periods presented in the consolidated financial statements, unless disclosed otherwise.
The consolidated financial statements were authorized for issue by the Board of Directors on April 17, 2018.

F-11
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(b)
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
•
Derivative financial instruments are measured at fair value
(c)
Functional and presentation currency
The consolidated financial statements are presented in USD, which is the Company's functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.
(d)
Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statement is included in the following note:
•
Note 8 – Impairment
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following note:
•
Note 8 – Impairment test: key assumptions underlying the recoverable amount
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Group Audit and Risk Committee.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e. derived from prices).
•
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

F-12
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
(e)
Changes in accounting policies
Except for the changes below, the accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2017 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2016 . The Group has adopted the following new standards, interpretations and amendments to standards, including any consequential amendments to other standards, with a date of initial application of January 1, 2017:
•
Annual Improvements to IFRSs 2014-2016 cycle (amendments to IFRS 12)
•
Amendments to IAS 7: Disclosure Initiative
•
Amendments to IFRS 12: Recognition of Deferred Tax Assets for Unrealized Losses
The adoption of these standards, interpretations and amendments to standards did not have a material impact on the Group's consolidated financial statements.
(f)
Basis of Consolidation
(i)
Business Combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
For acquisitions on or after January 1, 2010, the Group measures goodwill at the acquisition date as:
•
the fair value of the consideration transferred; plus 
•
the recognized amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
•
the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
•
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognized in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
(ii)
Non-controlling interests (NCI) 
NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

F-13
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(iii)
Subsidiaries 
Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the control commences until the date on which control ceases.
(iv)
Loss of control
On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.
(v)
Interests in equity-accounted investees
The Group's interests in equity-accounted investees comprise interest in associates and joint ventures.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income ("OCI") of equity-accounted investees, until the date on which significant influence or joint control ceases.
Interests in associates and joint ventures include any long-term interests that, in substance, form part of the Group's investment in those associates or joint ventures and include unsecured shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group's investment in those associates and joint ventures. The Group's share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group's interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the associates' or joint ventures' operations or has made payments on their behalf.
(vi)
Transactions eliminated on consolidation 
Intragroup balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the underlying asset to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
(g)
Foreign currency
(i)
Foreign currency transactions
Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date.  Foreign exchange differences arising on translation are recognized in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
(ii)
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.
Foreign currency differences are recognized directly in equity (Translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.

F-14
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(h)
Financial Instruments
(i)
Non-derivative financial assets
The group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit and loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, loans and receivables, cash and cash equivalents, held-to-maturity financial assets and available-for-sale financial assets. The Company determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.
Financial assets at fair value through profit or loss
A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Financial assets are designated as at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's treasury policy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.
Assets in this category are classified as current assets if they are expected to be realized within 12 months of the balance sheet date.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position.
Held-to-maturity financial assets
If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Held-to-maturity financial assets comprise debentures.



F-15
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in OCI and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.
Available-for-sale financial assets comprise equity securities and debt securities.
They are included in non-current assets unless the Company intends to dispose of the investment within 12 months of the balance sheet date.
(ii)
Non-derivative financial liabilities
The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
Non-derivative financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.
Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.
Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(iii)
Share capital
Ordinary share capital
Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
Repurchase of share capital
When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium.
(iv)
Derivative financial instruments
The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.

F-16
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

On initial designation of the derivative as hedging instrument, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
Derivative financial instruments are recognized initially at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, all derivatives are remeasured to fair value, and changes therein are accounted for as follows:
Cash flow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in OCI and presented in the hedging reserve in equity.
The amount recognized in OCI is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of profit or loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognized. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.
Other non-trading derivatives
When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognized immediately in profit or loss.
(v)
Compound financial instruments
Compound financial instruments issued by the Group comprise Notes denominated in USD that can be converted to ordinary shares at the option of the holder, when the number of shares is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit and loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.

F-17
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(i)
Goodwill and intangible assets
(i)
Goodwill
Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, see accounting policy (f).
After initial recognition goodwill is measured at cost less accumulated impairment losses (refer to accounting policy (k)). In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity accounted investee as a whole.
(ii)
Intangible assets 
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses (see accounting policy k).
The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.
(iii)
Subsequent expenditure 
Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.
(iv)
Amortization 
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:
Software:           3 - 5 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(j)
Vessels, property, plant and equipment
(i)
Owned assets
Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (refer to accounting policy (k)).
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following:
•
The cost of materials and direct labor;
•
Any other costs directly attributable to bringing the assets to a working condition for their intended use;
•
When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and
•
Capitalized borrowing costs.
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment (refer to accounting policy (j) vii).
Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss.

F-18
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

For the sale of vessels or other items of property, plant and equipment, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.
(ii)
Leased assets 
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. Vessels, property, plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer accounting policy (k)). Lease payments are accounted for as described in accounting policy (q). Other leases are operating leases and are not recognized in the Group's statement of financial position.
(iii)      Assets under construction
Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.
(iv)
Subsequent expenditure 
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.
(v)
Borrowing costs 
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.
(vi)
Depreciation 
Depreciation is charged to the consolidated statement of profit or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.
Vessels and items of property, plant and equipment are depreciated from the date that they are available for use. Internally constructed assets are depreciated from the date that the assets are completed and ready for use.
The estimated useful lives of significant items of property, plant and equipment are as follows:
•
tankers
20 years
•
FSO/FpSO/FPSO
25 years
•
plant and equipment
5 - 20 years
•
fixtures and fittings
5 - 10 years
•
other tangible assets
3 - 20 years
•
dry-docking
2.5 - 5 years
Vessels are estimated to have a zero residual value.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

F-19
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(vii)
Dry-docking – component approach 
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in dry-dock. Components installed during dry-dock with a useful life of more than 1 year will be amortized over their estimated useful life.
(k)
Impairment
(i)
Non-derivative financial assets
A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired.
A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security a significant or prolonged decline in the fair value of the security below its cost is objective evidence of impairment.
Financial assets measured at amortized cost
The Group considers evidence of impairment for financial assets measured at amortized cost (loans and receivables and held-to-maturity financial assets) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables or held-to maturity financial assets. Interest on the impaired asset continues to be recognized. When an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Available-for-sale financial assets
Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in cumulative impairment losses attributable to the application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in OCI.
Equity-accounted investees
An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognized in profit or loss, and is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.

F-20
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(ii)
Non-financial assets 
The carrying amounts of the Group's non-financial assets, other than deferred tax assets (refer to accounting policy (s)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
Goodwill and indefinite-lived intangible assets are tested annually for impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount.
The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based on current market conditions, historical trends as well as future expectations. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(l)
Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group's accounting policies. Thereafter generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.
(m)
Employee benefits
(i)
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the services are discounted to their present value.
(ii)
Defined benefit plans 
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

F-21
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return of plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit and loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined plan when the settlement occurs.
(iii)
Other long term employee benefits
The Group's net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit rated bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the currency in which the benefits are expected to be paid. Remeasurements are recognized in profit or loss in the period in which they arise.
(iv)
Termination benefits 
Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.
(v)
Short-term employee benefit
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(vi)
Share-based payment transactions 
The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
The fair value of the amount payable to beneficiaries in respect of "phantom stock unit" grants, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the beneficiaries become unconditionally entitled to payment. The amount is remeasured at each reporting date and at settlement based on the fair value of the phantom stock units. Any changes in the liability are recognized in profit or loss.

F-22
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(n)
Provisions
A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
Restructuring
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
(o)
Revenue
(i)
Pool Revenues
Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment ("COA") within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregated time charter revenues to determine aggregated pool Time Charter Equivalent revenue ("TCE"). Aggregated pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel's earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.
(ii)
Time - and Bareboat charters
Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed
The Group does not recognize time charter revenues during periods that vessels are offhire.
(iii)
Spot voyages
Within the shipping industry, there are two methods used to account for voyage revenues: ratably over the estimated length of each voyage and completed voyage. 
The recognition of voyage revenues ratably on a daily basis over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues and the method used by the Group and the pools in which we participate. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. Euronav does not begin recognizing voyage revenue until a charter has been agreed to by both the Group and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.
No revenue is recognized if there are significant uncertainties regarding recovery of the consideration due and associated costs.

F-23
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(p)
Gain and losses on disposal of vessels
In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of risks and awards usually occurs upon delivery of the vessel to the new owner.
(q)
Leases
Lease payments
Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.
(r)
Finance income and finance cost
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividends on redeemable preference shares, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy (h)).
Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend is declared.
The interest expense component of finance lease payments is recognized in the consolidated statement of profit or loss using the effective interest rate method.
(s)
Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognized for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax recognized is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.  Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
In application of an IFRIC agenda decision on IAS 12 Income taxes, tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the income statement but is shown as an administrative expense under the heading Other operating expenses.

F-24
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

(t)
Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The Group distinguishes two segments: the operation of crude oil tankers in the international markets and the floating storage and offloading operations (FSO/FpSO). The Group's internal organizational and management structure does not distinguish any geographical segments.
(u)
Discontinued operations
A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss is represented as if the operation had been discontinued from the start of the comparative period.
(v)
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December, 2017 , and have not been applied in preparing these consolidated financial statements:
IFRS 9 Financial instruments, the IASB issued the final version of IFRS 9 Financial Instruments in July 2014. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group will apply IFRS 9 initially on 1 January 2018 and will not restate comparative information for prior periods. The new standard will require the Group to revise its accounting processes and internal controls related to reporting financial instruments. An analysis indicated that the initial adoption of IFRS 9 on January 1, 2018 would result in a provision for doubtful debtors of USD 16k. The adoption of IFRS 9 will not have any other impact on the classification or measurement of financial assets.

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Barter Transactions Involving Advertising Services. IFRS 15 is effective for the annual periods beginning on or after January 1, 2018, with early adoption permitted. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer. The standard’s requirements will also apply to the sale of some non-financial assets that are not part of the entity’s ordinary activities (e.g., sales of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Group will adopt the standard using the cumulative catch-up transition method. The new standard will be effective for us beginning January 1, 2018. The Group has undertaken a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements. Part of the Group’s revenue is generated from time charters, where revenue is recognized on an accrual basis and is recorded over the term of the charter as the service is provided. This new guidance will not have any impact on this aspect of the Group’s revenue. For spot charters, we recognize revenue on a discharge-to-discharge basis in determining the percentage of completion for all voyage charters. After consulting with other shipping companies on business assumptions, processes, systems and controls the Group decided to recognize revenue on a load-to-discharge basis as from January 1, 2018. Under this new standard the Group will also capitalize the voyage expenses incurred between the previous discharge port and the next load port if they qualify as fulfillment costs under IFRS 15 and if they are expected to be recovered. An analysis of spot charter revenue from voyages over year-end indicated that the initial adoption of IFRS 15 on January 1, 2018 will result in a reduction of accrued revenue by USD 4.4 million and the recognition of capitalized fulfillment costs of USD 2.7 million , with a corresponding net reduction of equity. The new standard will also require the Group to revise its accounting processes and internal controls related to reporting spot charter revenue and voyage expenses.


F-25
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

IFRS 16 Leases published on January 13, 2016 makes a distinction between a service contract and a lease based on whether the contract conveys the right to control the use of an identified asset and introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short term leases and leases of low value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases. For lessors, there is little change to the existing accounting in IAS 17 Leases. IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of initial application of IFRS 16. The Group will adopt IFRS 16 as of January 1, 2019. An assessment of the impact of IFRS 16 has not been finalized to date, but the Group expects that the most significant impact will be that the Group will recognize new assets and liabilities for its operating leases as lessee (for company cars, office rental and bare boat charters). Reference is also made to the disclosure on lease payments in Note 19. In addition, the nature and recognition of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. The Group does not expect the adoption of IFRS 16 to impact its ability to comply with the loan covenants described in Note 18.

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) issued on 20 June 2016 covers three accounting areas: the measurement of cash-settled share-based payments; the classification of share-based payments settled net of tax withholdings; and the accounting for a modification of a share-based payment from cash-settled to equity-settled. The amendments are effective for annual periods commencing on or after 1 January 2018. As a practical simplification, the amendments can be applied prospectively so that prior periods do not have to be restated. Retrospective, or early application is permitted if companies have the required information. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

Transfers of property assets to/from, investment property (Amendments to IAS 40) issued on 8 December 2016, clarifies that a property asset is transferred to, or from, investment property when and only when there is an actual change in use. A change in management intention alone does not support a transfer. The amendments are effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) issued on 12 October 2017, clarifies how companies should account for long-term interests in an associate or joint venture, to which the equity method is not applied, using IFRS 9. The amendments are effective for annual periods beginning on or after 1 January 2019, with early adoption permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

IFRIC 22 Foreign currency transactions and Advance consideration issued on 8 December 2016, clarifies the transaction date to be used to determine the exchange rate for translating foreign currency transactions involving an advance payment or receipt. The interpretation is effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

IFRIC 23 Uncertainty over Income Tax Treatments issued on 7 June 2017, clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. In such a circumstance, an entity shall recognize and measure its current or deferred tax asset or liability applying the requirements in IAS 12 based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this Interpretation. An entity is required to assume that a tax authority with the right to examine and challenge tax treatments will examine those treatments and have full knowledge of all related information. Detection risk is not considered in the recognition and measurement of uncertain tax treatments. The entity should measure the impact of the uncertainty using the method that best predicts the resolution of the uncertainty; either the most likely amount method or the expected value method. The interpretation is effective for annual periods beginning on or after 1 January 2019, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

Annual improvements to IFRSs 2014-2016 Cycle, issued on 8 December 2016, covers the following minor amendments:
- IFRS 1 First-time Adoption of IFRS: removes outdated exemptions for first-time adopters of IFRS (effective for annual periods beginning on or after 1 January 2018);

F-26
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 1 - Significant accounting policies (Continued)

- IFRS 12 Disclosure of Interests in Other Entities: the amendments clarify that the disclosure requirements for interests in other entities also apply to interests that are classified as held for sale or distribution (effective for annual periods beginning on or after 1 January 2017 and adopted by the Group as of 1 January 2017).
- IAS 28 Investments in Associates and Joint Ventures: the amendments clarify that a venture capital organization, or other qualifying entity, may elect to measure its investments in an associate or joint venture at fair value through profit or loss. This election can be made on an investment-by-investment basis. A non-investment entity investor may elect to retain the fair value accounting applied by an investment entity associate or investment entity joint venture to its subsidiaries. This election can be made separately for each investment entity associate or joint venture. These amendments are effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

Annual improvements to IFRSs 2015-2017 Cycle, issued on 12 December 2017, covers the following minor amendments:
- IFRS 3 Business Combinations: the amendments clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.
- IFRS 11 Joint Arrangements: the amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.
- IAS 12 Income Taxes: the amendments clarify that a company accounts for all income tax consequences of dividend payments consistently with the transactions that generated the distributable profits - i.e. in profit or loss, OCI or equity.
- IAS 23 Borrowing Costs: the amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.  

The amendments are effective for annual reporting periods beginning on or after 1 January 2019 with earlier application permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

F-27
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 2 - Segment reporting
The Group distinguishes two operating segments: the operation of crude oil tankers in the international markets (the Tankers Segment) and the floating production, storage and offloading operations (the FSO/FpSO Segment). These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized. The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.
The Group has one client in the Tankers segment that represented 10% of the Tankers segment total revenue in 2017 ( 2016 : two clients which represented 10% each and in 2015 one client which represented 11% ). All the other clients represent less than 10% of total revenues of the Tankers segment.
The Group did not identify any relevant geographic areas.

F-28
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 2 - Segment reporting (Continued)




Consolidated statement of financial position
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
ASSETS
 
Tankers
 
FSO
 
Less: Equity-accounted investees
 
Total
 
Tankers
 
FSO
 
Less: Equity-accounted investees
 
Total
Vessels
 
2,271,500

 
168,100

 
(168,100
)
 
2,271,500

 
2,383,163

 
186,170

 
(186,170
)
 
2,383,163

Assets under construction
 
63,668

 
—

 
—

 
63,668

 
86,136

 
—

 
—

 
86,136

Other tangible assets
 
1,663

 
—

 
—

 
1,663

 
777

 
—

 
—

 
777

Intangible assets
 
72

 
—

 
—

 
72

 
156

 
—

 
—

 
156

Receivables
 
163,382

 
10,739

 
(13,769
)
 
160,352

 
204,079

 
9,414

 
(29,579
)
 
183,914

Investments in equity accounted investees
 
1,695

 
—

 
28,900

 
30,595

 
1,546

 
—

 
16,867

 
18,413

Deferred tax assets
 
2,487

 
223

 
(223
)
 
2,487

 
964

 
—

 
—

 
964

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-current assets
 
2,504,467

 
179,062

 
(153,192
)
 
2,530,337

 
2,676,821

 
195,584

 
(198,882
)
 
2,673,523

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total current assets
 
281,132

 
11,581

 
(12,077
)
 
280,636

 
375,037

 
43,048

 
(44,697
)
 
373,388

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
2,785,599

 
190,643

 
(165,269
)
 
2,810,973

 
3,051,858

 
238,632

 
(243,579
)
 
3,046,911

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EQUITY and LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total equity
 
1,820,887

 
25,473

 
1

 
1,846,361

 
1,892,836

 
(4,879
)
 
(1
)
 
1,887,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bank and other loans
 
653,730

 
162,762

 
(162,762
)
 
653,730

 
966,443

 
203,512

 
(203,512
)
 
966,443

Convertible and other Notes
 
147,619

 
—

 
—

 
147,619

 
—

 
—

 
—

 
—

Other payables
 
539

 
—

 
—

 
539

 
533

 
1,118

 
(1,118
)
 
533

Deferred tax liabilities
 
—

 
1,680

 
(1,680
)
 
—

 
—

 
—

 
—

 
—

Employee benefits
 
3,984

 
—

 
—

 
3,984

 
2,846

 
—

 
—

 
2,846

Amounts due to equity-accounted joint ventures
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Provisions
 
—

 
—

 
—

 
—

 
38

 
—

 
—

 
38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-current liabilities
 
805,872

 
164,442

 
(164,442
)
 
805,872

 
969,860

 
204,630

 
(204,630
)
 
969,860

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total current liabilities
 
158,840

 
728

 
(828
)
 
158,740

 
189,162

 
38,881

 
(38,948
)
 
189,095

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL EQUITY and LIABILITIES
 
2,785,599

 
190,643

 
(165,269
)
 
2,810,973

 
3,051,858

 
238,632

 
(243,579
)
 
3,046,911




F-29
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 2 - Segment reporting (Continued)




Consolidated statement of profit or loss
(in thousands of USD)
 
2017
 
2016
 
2015
 
 
Tankers
FSO
Less: Equity-accounted investees
Total
 
Tankers
FSO
Less: Equity-accounted investees
Total
 
Tankers
FSO
Less: Equity-accounted investees
Total
Shipping income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
513,398

59,513

(59,543
)
513,368

 
704,766

65,125

(85,626
)
684,265

 
898,495

64,504

(116,492
)
846,507

Gains on disposal of vessels/other tangible assets
 
36,538

—

—

36,538

 
50,397

—

—

50,397

 
13,302

—

—

13,302

Other operating income
 
4,902

234

(234
)
4,902

 
6,765

327

(96
)
6,996

 
6,798

808

(180
)
7,426

Total shipping income
 
554,838

59,747

(59,777
)
554,808

 
761,928

65,452

(85,722
)
741,658

 
918,595

65,312

(116,672
)
867,235

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Voyage expenses and commissions
 
(62,035
)
(304
)
304

(62,035
)
 
(63,305
)
(476
)
4,221

(59,560
)
 
(83,896
)
(473
)
13,132

(71,237
)
Vessel operating expenses
 
(150,390
)
(9,157
)
9,120

(150,427
)
 
(164,478
)
(9,679
)
13,958

(160,199
)
 
(160,894
)
(10,074
)
17,250

(153,718
)
Charter hire expenses
 
(31,173
)
—

—

(31,173
)
 
(17,713
)
—

—

(17,713
)
 
(25,849
)
—

—

(25,849
)
Losses on disposal of vessels/other tangible assets
 
(21,027
)
—

—

(21,027
)
 
(1
)
—

(1
)
(2
)
 
(8,002
)
—

—

(8,002
)
Loss on disposal of investments in equity accounted investees
 
—

—

—

—

 
(24,150
)
—

—

(24,150
)
 
—

—

—

—

Depreciation tangible assets
 
(229,777
)
(18,071
)
18,071

(229,777
)
 
(233,368
)
(18,071
)
23,775

(227,664
)
 
(221,399
)
(18,071
)
29,314

(210,156
)
Depreciation intangible assets
 
(95
)
—

—

(95
)
 
(99
)
—

—

(99
)
 
(50
)
—

—

(50
)
General and administrative expenses
 
(46,871
)
(30
)
33

(46,868
)
 
(44,152
)
(80
)
181

(44,051
)
 
(46,433
)
(283
)
465

(46,251
)
Total operating expenses
 
(541,368
)
(27,562
)
27,528

(541,402
)
 
(547,266
)
(28,306
)
42,134

(533,438
)
 
(546,523
)
(28,901
)
60,161

(515,263
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RESULT FROM OPERATING ACTIVITIES
 
13,470

32,185

(32,249
)
13,406

 
214,662

37,146

(43,588
)
208,220

 
372,072

36,411

(56,511
)
351,972

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance income
 
7,267

197

(198
)
7,266

 
6,864

57

(66
)
6,855

 
3,313

22

(23
)
3,312

Finance expenses
 
(50,730
)
(1,026
)
1,027

(50,729
)
 
(52,420
)
(2,552
)
3,277

(51,695
)
 
(52,590
)
(3,663
)
5,311

(50,942
)
Net finance expenses
 
(43,463
)
(829
)
829

(43,463
)
 
(45,556
)
(2,495
)
3,211

(44,840
)
 
(49,277
)
(3,641
)
5,288

(47,630
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share of profit (loss) of equity accounted investees (net of income tax)
 
150

—

29,932

30,082

 
334

—

40,161

40,495

 
185

—

51,407

51,592

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) before income tax
 
(29,843
)
31,356

(1,488
)
25

 
169,440

34,651

(216
)
203,875

 
322,980

32,770

184

355,934

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

F-30
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 2 - Segment reporting (Continued)




Income tax expense
 
1,358

(1,488
)
1,488

1,358

 
174

(216
)
216

174

 
(5,633
)
184

(184
)
(5,633
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit (loss) for the period
 
(28,485
)
29,868

—

1,383

 
169,614

34,435

—

204,049

 
317,347

32,954

—

350,301

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owners of the company
 
(28,485
)
29,868

—

1,383

 
169,614

34,435

—

204,049

 
317,347

32,954

—

350,301

Summarized consolidated statement of cash flows
(in thousands of USD)
 
2017
 
2016
 
2015
 
 
Tankers
 
FSO
 
Less: Equity-accounted investees
 
Total
 
Tankers
 
FSO
 
Less: Equity-accounted investees
 
Total
 
Tankers
 
FSO
 
Less: Equity-accounted investees
 
Total
Net cash from operating activities
 
211,310

 
49,684

 
(49,698
)
 
211,295

 
427,926

 
49,013

 
(38,737
)
 
438,202

 
505,821

 
58,747

 
(114,036
)
 
450,532

Net cash from (used in) investing activities
 
(40,243
)
 
—

 
1

 
(40,242
)
 
(90,891
)
 
—

 
(9,724
)
 
(100,615
)
 
(248,770
)
 
—

 
42,897

 
(205,873
)
Net cash from (used in) financing activities
 
(234,921
)
 
(78,421
)
 
78,367

 
(234,976
)
 
(264,714
)
 
(32,929
)
 
36,483

 
(261,160
)
 
(350,429
)
 
(20,557
)
 
5,671

 
(365,315
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditure
 
(177,901
)
 
—

 
—

 
(177,901
)
 
(342,698
)
 
—

 
—

 
(342,698
)
 
(361,754
)
 
—

 
1,611

 
(360,143
)
Impairment losses
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Impairment losses reversed
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—


F-31
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 3 Assets and liabilities held for sale and discontinued operations
Assets held for sale
The assets held for sale can be detailed as follows:
(in thousands of USD)
 
2017
 
2016
 
2015
Vessels
 
—

 
—

 
24,195

Of which in Tankers segment
 
—

 
—

 
24,195

Of which in FSO segment
 
—

 
—

 
—

(in thousands of USD)
 
(Estimated) Sale price
 
Book Value
 
Asset Held For Sale
 
(Expected) Gain
 
(Expected) Loss
At January 1, 2015
 
—

 
—

 
89,000

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Assets transferred to assets held for sale
 
 
 
 
 
 
 
 
 
 
Famenne
 
38,016

 
24,195

 
24,195

 
13,821

 
—

 
 
 
 
 
 
 
 
 
 
 
Assets sold from assets held for sale
 
 
 
 
 
 
 
 
 
 
Antarctica
 
91,065

 
89,000

 
(89,000
)
 
2,065

 
—

 
 
 
 
 
 
 
 
 
 
 
At December 31, 2015
 
—

 
—

 
24,195

 
15,886

 
—

 
 
 
 
 
 
 
 
 
 
 
At January 1, 2016
 
—

 
—

 
24,195

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Assets sold from assets held for sale
 
 
 
 
 
 
 
 
 
 
Famenne
 
38,016

 
24,195

 
(24,195
)
 
13,821

 
—

 
 
 
 
 
 
 
 
 
 
 
At December 31, 2016
 
—

 
—

 
—

 
13,821

 
—

 
 
 
 
 
 
 
 
 
 
 
On January 15, 2016, the Company sold the VLCC Famenne (2001 - 298,412 dwt), for USD 38.4 million . This vessel was accounted for as a non-current asset held for sale as at December 31, 2015 , and had a carrying value of USD 24.2 million as of that date The vessel was delivered to its new owner on March 9, 2016 . Taking into account the sales commissions, the gain on the sale of this vessel amounted to USD 13.8 million . This gain has been recorded upon delivery of the vessel and is therefore reflected in the consolidated statement of profit or loss for the twelve months ended December 31, 2016 .
As per December 31, 2017 and December 31, 2016, the Group had no assets held for sale.
Discontinued operations
As per December 31, 2017 and December 31, 2016 , the Group had no operations that meet the criteria of a discontinued operation.
Note 4 – Revenue and other operating income
(in thousands of USD)
 
2017
 
2016
 
2015
Pool Revenue
 
249,303

 
340,217

 
455,617

Spot Voyages
 
145,360

 
203,821

 
264,799

Time Charters (Note 19)
 
118,705

 
140,227

 
126,091

Total revenue
 
513,368

 
684,265

 
846,507

(in thousands of USD)
 
2017
 
2016
 
2015
Other operating income
 
4,902

 
6,996

 
7,426

For the accounting treatment of revenue, we refer to the accounting policies (o) - Revenue.

F-32
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



The decrease in revenue is mostly related to the decrease in pool and spot voyage revenue which is due to lower freight market conditions.
Other operating income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
(in thousands of USD)
 
2017
 
2016
 
2015
Voyage related expense
 
(57,140
)
 
(52,836
)
 
(62,787
)
Commissions paid
 
(4,895
)
 
(6,724
)
 
(8,450
)
Total voyage expenses and commissions
 
(62,035
)
 
(59,560
)
 
(71,237
)
The majority of voyage expenses are bunkers, port costs and agent fees paid to operate the vessels on the spot market. These expenses increased in 2017 compared to 2016 because a lower proportion of vessels were on time charter contract in 2017 and because bunker costs per ton increased. For vessels under a time charter contract, voyage expenses are paid by the charterer and for vessels operated on the spot market, voyage expenses are paid by the ship owner.
Vessel operating expenses
(in thousands of USD)
 
2017
 
2016
 
2015
Operating expenses
 
(139,832
)
 
(148,554
)
 
(142,035
)
Insurance
 
(10,595
)
 
(11,645
)
 
(11,683
)
Total vessel operating expenses
 
(150,427
)
 
(160,199
)
 
(153,718
)
The operating expenses relate mainly to the crewing, technical and other costs to operate tankers. In 2017 these expenses were lower compared to 2016 because technical operating expenses were lower thanks to cost optimization strategies applied in 2017.
Charter hire expenses
(in thousands of USD)
 
2017
 
2016
 
2015
Charter hire (Note 19)
 
(62
)
 
(16,921
)
 
(25,849
)
Bare boat hire (Note 19)
 
(31,111
)
 
(792
)
 
—

Total charter hire expenses
 
(31,173
)
 
(17,713
)
 
(25,849
)
The decrease in charter hire is mainly due to the redelivery of the two chartered-in vessels, the VLCC KHK Vision and the Suezmax Suez Hans , to their owners on October 27, 2016 and November 27, 2016 respectively.
The increase in bareboat charter-hire expenses in 2017 is entirely attributable to the sale and leaseback agreement of four VLCCs ( Nautilus, Navarin, Neptun and Nucleus) , under a five year bareboat contract agreed on December 16, 2016.
General and administrative expenses
(in thousands of USD)
 
2017
 
2016
 
2015
Wages and salaries
 
(12,853
)
 
(12,754
)
 
(12,554
)
Social security costs
 
(2,511
)
 
(2,532
)
 
(2,379
)
Provision for employee benefits (Note 16)
 
(827
)
 
(261
)
 
(108
)
Equity-settled share-based payments (Note 22)
 
(313
)
 
(406
)
 
(1,637
)
Other employee benefits
 
(3,148
)
 
(3,178
)
 
(3,715
)
Employee benefits
 
(19,652
)
 
(19,131
)
 
(20,392
)
Administrative expenses
 
(22,579
)
 
(21,264
)
 
(21,389
)
Tonnage Tax
 
(4,772
)
 
(4,246
)
 
(4,360
)
Claims
 
(25
)
 
(13
)
 
(19
)
Provisions
 
160

 
603

 
(91
)
Total general and administrative expenses
 
(46,868
)
 
(44,051
)
 
(46,251
)
 
 
 
 
 
 
 
Average number of full time equivalents (shore staff)
 
150.49

 
139.44

 
132.20


F-33
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 5 - Expenses for shipping activities and other expenses from operating activities (Continued)

The general and administrative expenses which include amongst others: shore staff wages, director fees, office rental, consulting and audit fees and Tonnage Tax, increased in 2017 compared to 2016. This increase was mainly due to an increase in provisions for employee benefits, and to higher administrative expenses.

The administrative expenses increased in 2017 compared to 2016 due to the signing and usage by Tankers International Ltd. of a senior secured uncommitted on-demand line of credit to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels. The TI Pool's financing expenses are part of the Pool administrative expenses which are borne by the Pool participants, including Euronav.


F-34
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



Note 6 - Net finance expense
Recognized in profit or loss
(in thousands of USD)
 
2017
 
2016
 
2015
Interest income
 
655

 
217

 
208

Foreign exchange gains
 
6,611

 
6,638

 
3,104

Finance income
 
7,266

 
6,855

 
3,312

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense on financial liabilities measured at amortized cost
 
(38,391
)
 
(39,007
)
 
(38,246
)
Amortization other Notes
 
—

 
—

 
(4,127
)
Other financial charges
 
(5,819
)
 
(4,577
)
 
(4,355
)
Foreign exchange losses
 
(6,519
)
 
(8,111
)
 
(4,214
)
Finance expense
 
(50,729
)
 
(51,695
)
 
(50,942
)
 
 
 
 
 
 
 
Net finance expense recognized in profit or loss
 
(43,463
)
 
(44,840
)
 
(47,630
)
Interest expense on financial liabilities measured at amortized cost decreased during the year ended December 31, 2017, compared to 2016. This decrease was primarily attributable to the fact that the increase in floating interest rates in 2017 was more than offset by a decrease in average outstanding debt during the year ended December 31, 2017, compared to 2016. Other financial charges increased in 2017 compared to 2016, which was primarily attributable to commitment fees paid for available credit lines, of which the total availability increased in 2017.
The above finance income and expenses include the following in respect of assets (liabilities) not at fair value through profit or loss:
 
 
2017
 
2016
 
2015
Total interest income on financial assets
 
655

 
217

 
208

Total interest expense on financial liabilities
 
(38,391
)
 
(39,007
)
 
(42,373
)
Total other financial charges
 
(5,819
)
 
(4,577
)
 
(4,355
)
Recognized directly in equity
(in thousands of USD)
 
2017
 
2016
 
2015
Foreign currency translation differences for foreign operations
 
448

 
170

 
(429
)
Net finance expense recognized directly in equity
 
448

 
170

 
(429
)
Attributable to:
 
 
 
 
 
 
Owners of the Company
 
448

 
170

 
(429
)
Net finance expense recognized directly in equity
 
448

 
170

 
(429
)
Recognized in:
 
 
 
 
 
 
Translation reserve
 
448

 
170

 
(429
)

F-35
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017


Note 7 - Income tax benefit (expense)
(in thousands of USD)
 
2017
 
2016
 
2015
Current tax
 
 
 
 
 
 
Current period
 
(85
)
 
60

 
(98
)
Total current tax
 
(85
)
 
60

 
(98
)
 
 
 
 
 
 
 
Deferred tax
 
 
 
 
 
 
Recognition of unused tax losses/(use of tax losses)
 
1,473

 
220

 
(5,450
)
Other
 
(30
)
 
(106
)
 
(85
)
Total deferred tax
 
1,443

 
114

 
(5,535
)
 
 
 
 
 
 
 
Total tax benefit/(expense)
 
1,358

 
174

 
(5,633
)
Reconciliation of effective tax
 
2017
 
2016
 
2015
Profit (loss) before tax
 
 
 
25

 
 
 
203,875

 
 
 
355,934

 
 
 
 
 
 
 
 
 
 
 
 
 
Tax at domestic rate
 
(33.99
)%
 
(8
)
 
(33.99
)%
 
(69,297
)
 
(33.99
)%
 
(120,982
)
Effects on tax of :
 
 
 
 
 
 
 
 
 
 
 
 
Tax exempt profit / loss
 
 
 
499

 
 
 
(8,090
)
 
 
 
(144
)
Tax adjustments for previous years
 
 
 
10

 
 
 
70

 
 
 
17

Loss for which no DTA (*) has been recognized
 
 
 
—

 
 
 
—

 
 
 
(4,811
)
Use of previously unrecognized tax losses
 
 
 
7,146

 
 
 
1,118

 
 
 
15,668

Non-deductible expenses
 
 
 
(710
)
 
 
 
(1,718
)
 
 
 
(5,225
)
Tonnage Tax regime
 
 
 
(13,918
)
 
 
 
64,637

 
 
 
91,334

Effect of share of profit of equity-accounted investees
 
 
 
10,175

 
 
 
13,761

 
 
 
17,536

Effects of tax regimes in foreign jurisdictions
 
 
 
(1,836
)
 
 
 
(307
)
 
 
 
974

Total taxes
 
5,430.01
 %
 
1,358

 
0.09
 %
 
174

 
(1.58
)%
 
(5,633
)
In application of an IFRIC agenda decision on 'IAS 12 Income taxes', tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the consolidated statement of profit or loss but has been shown as an administrative expense under the heading General and administrative expenses. The amount paid for tonnage tax in the year ended December 31, 2017 was USD 4.8 million (see Note 5).
* Deferred Tax Asset

F-36
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



(in thousands of USD)
 
Vessels
 
Vessels under construction
 
Other tangible assets
 
Prepayments
 
Total PPE
At January 1, 2015
 
 
 
 
 
 
 
 
 
 
Cost
 
3,342,607

 
—

 
2,997

 
16,601

 
3,362,205

Depreciation & impairment losses
 
(1,084,273
)
 
—

 
(1,771
)
 
—

 
(1,086,044
)
Net carrying amount
 
2,258,334

 
—

 
1,226

 
16,601

 
2,276,161

 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
257,706

 
93,890

 
288

 
8,001

 
359,885

Disposals and cancellations
 
(10,681
)
 
—

 
(3
)
 
(8,000
)
 
(18,684
)
Depreciation charges
 
(209,728
)
 
—

 
(428
)
 
—

 
(210,156
)
Transfer to assets held for sale
 
(24,195
)
 
—

 
—

 
—

 
(24,195
)
Transfers
 
16,600

 
—

 
—

 
(16,600
)
 
—

Translation differences
 
—

 
—

 
(35
)
 
—

 
(35
)
Balance at December 31, 2015
 
2,288,036

 
93,890

 
1,048

 
2

 
2,382,976

 
 
 
 
 
 
 
 
 
 
 
At January 1, 2016
 
 

 
 

 
 

 
 

 
 

Cost
 
3,477,605

 
93,890

 
2,482

 
2

 
3,573,979

Depreciation & impairment losses
 
(1,189,569
)
 
—

 
(1,434
)
 
—

 
(1,191,003
)
Net carrying amount
 
2,288,036

 
93,890

 
1,048

 
2

 
2,382,976

 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
250,912

 
86,944

 
175

 
3

 
338,034

Acquisitions through business combinations (Note 24)
 
120,280

 
—

 
—

 
—

 
120,280

Disposals and cancellations
 
(143,457
)
 
—

 
(7
)
 
—

 
(143,464
)
Depreciation charges
 
(227,306
)
 
—

 
(358
)
 
—

 
(227,664
)
Transfer to assets held for sale
 
—

 
—

 
—

 
—

 
—

Transfers
 
94,698

 
(94,698
)
 
5

 
(5
)
 
—

Translation differences
 
—

 
—

 
(86
)
 
—

 
(86
)
Balance at December 31, 2016
 
2,383,163

 
86,136

 
777

 
—

 
2,470,076

 
 
 
 
 
 
 
 
 
 
 
At January 1, 2017
 
 
 
 
 
 
 
 
 
 
Cost
 
3,748,135

 
86,136

 
2,373

 
—

 
3,836,644

Depreciation & impairment losses
 
(1,364,972
)
 
—

 
(1,596
)
 
—

 
(1,366,568
)
Net carrying amount
 
2,383,163

 
86,136

 
777

 
—

 
2,470,076

 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
125,486

 
51,201

 
1,203

 
—

 
177,890

Acquisitions through business combinations (Note 24)
 
—

 
—

 
—

 
—

 
—

Disposals and cancellations
 
(81,389
)
 
—

 
(9
)
 
—

 
(81,398
)
Depreciation charges
 
(229,429
)
 
—

 
(348
)
 
—

 
(229,777
)
Transfer to assets held for sale
 
—

 
—

 
—

 
—

 
—

Transfers
 
73,669

 
(73,669
)
 
—

 
—

 
—

Translation differences
 
—

 
—

 
40

 
—

 
40

Balance at December 31, 2017
 
2,271,500

 
63,668

 
1,663

 
—

 
2,336,831

 
 
 
 
 
 
 
 
 
 
 
At December 31, 2017
 
 

 
 

 
 

 
 

 
 

Cost
 
3,595,692

 
63,668

 
3,545

 
—

 
3,662,905

Depreciation & impairment losses
 
(1,324,192
)
 
—

 
(1,882
)
 
—

 
(1,326,074
)
Net carrying amount
 
2,271,500

 
63,668

 
1,663

 
—

 
2,336,831

On January 12 and January 20, 2017, Euronav took delivery of the VLCCs Ardeche (2017 - 298,642 dwt) and the VLCC Aquitaine (2017 - 298,767 dwt).

In 2017, the Cap Lara , Captain Michael, Alsace, Iris, Navarin, Simone, Ilma, Nucleus, Neptun, Sonia, Filikon, TI Europe and Nectar have been dry-docked. The cost of planned repairs and maintenance is capitalized and included under the heading acquisitions and is depreciated over their estimated useful life ( 2.5 - 5 years).

F-37
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 8 - Property, plant and equipment (Continued)


Disposal of assets – Gains/losses
(in thousands of USD)
 
Acquisitions
 
Sale price
 
Book Value
 
Gain
 
Deferred Gain
Loss
Antarctica - Sale (Note 3)
 
—

 
91,065

 
89,000

 
2,065

 
—

—

Cap Laurent - Sale
 
—

 
21,825

 
10,682

 
11,143

 
—

—

Other
 
—

 
—

 
—

 
94

 
—

(8,002
)
At December 31, 2015
 
 
 
 
 
 
 
13,302

 
—

(8,002
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
Sale price
 
Book Value
 
Gain
 
Deferred Gain
Loss
Famenne - Sale (Note 3)
 
—

 
38,016

 
24,195

 
13,821

 
—

—

Nautilus - Sale
 
—

 
43,250

 
32,208

 
11,042

 
(500
)
—

Navarin - Sale
 
—

 
47,250

 
36,739

 
10,511

 
(1,500
)
—

Neptun - Sale
 
—

 
47,250

 
37,534

 
9,716

 
(1,500
)
—

Nucleus - Sale
 
—

 
47,250

 
36,974

 
10,276

 
(1,500
)
—

Other
 
—

 
—

 
—

 
31

 
—

(2
)
At December 31, 2016
 
 
 
 
 
 
 
55,397

 
(5,000
)
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
Sale price
 
Book Value
 
Gain
 
Deferred Gain
Loss
TI Topaz - Sale
 
—

 
20,790

 
41,817

 
—

 
—

(21,027
)
Flandre - Sale
 
—

 
45,000

 
24,693

 
20,307

 
—

—

Cap Georges - Sale
 
—

 
9,310

 
801

 
8,509

 
—

—

Artois - Sale
 
—

 
21,780

 
14,077

 
7,703

 
—

—

Other
 
—

 
28

 
8

 
20

 
—

—

At December 31, 2017
 
 
 
 
 
 
 
36,538

 
—

(21,027
)
On May 23, 2017, the Company sold the VLCC TI Topaz (2002 - 319,430 dwt), for a net sales price of USD 20.8 million . The loss on that sale of USD 21.0 million was recorded upon delivery of the vessel to its new owner in the second quarter of 2017.
On November 10, 2017, the Company sold the VLCC Flandre (2004 - 305,688 dwt) for USD 45.0 million to a global supplier and operator of offshore floating platforms. The Company recorded a gain of USD 20.3 million on the sale which was recorded upon delivery to its new owner on December 20, 2017.
On November 16, 2017, the Company sold the Suezmax Cap Georges (1998 - 146,652 dwt) for USD 9.3 million . The Company recorded a gain of USD 8.5 million on the sale upon delivery to its new owner on November 29, 2017.
On November 17, 2017, the Company sold the VLCC Artois (2001 - 298,330 dwt) for USD 21.8 million . The Artois was the oldest vessel in the Company’s VLCC fleet. The Company recorded a gain of USD 7.7 million on the sale upon delivery to its new owner on December 4, 2017.
Impairment
Tankers
Euronav defines its cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit.

F-38
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 8 - Property, plant and equipment (Continued)

The Group has performed an impairment test for tankers whereby the carrying amount of an asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. In assessing value in use, the following assumptions were used:
- 10 year historical average spot freight rates are used as forecast charter rates
- Weighted Average Cost of Capital ("WACC") of 9.70% ( 2016 : 6.43% and 2015 : 6.01% )
- 20 year useful life with residual value equal to zero
Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subject to judgment. In particular, the years 2008-2017 were retained in the trailing 10 -year historical average spot rates on the tanker segment and include year 2008, which was an exceptional high year in terms of TCE achieved by both the VLCC and Suezmax fleets.The increase in WACC in 2017 compared to 2016 is mainly related to the higher cost of equity due to a higher Beta and higher market risk. The impairment test did not result in a requirement to record an impairment loss in 2017 . With an increase of the WACC of 300 bps to 12.70% , the analysis would indicate an impairment loss in 2017 of USD 9.2 million .
Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond Euronav's control, Euronav believes the use of estimates based on the 10 -year historical average rates calculated as of the reporting date to be reasonable as historically it is an appropriate reflection of a typical shipping cycle despite the fact that the standard deviation of the 10 -year average has increased in 2017 compared to 2016. When using 5 -year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment of USD 5.7 million is required for the tanker fleet ( 2016 : no impairment and 2015 : USD 123.3 million), and when using 1 -year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment is required for the tanker fleet of USD 427.3 million ( 2016 and 2015 : no impairment).
FSO
In the context of the valuation of the Group's investments in the respective joint ventures, the Group also performed an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd. For FSOs the impairment assessment has been based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, the following assumptions were used:
- Weighted Average Cost of Capital ('WACC') of 9.70% ( 2016 : 6.43% and 2015 : 6.01% )
- 25 year useful life with residual value equal to zero
This assessment did not result in a requirement to record an impairment loss in 2017 . Even with an increase of the WACC of 300 bps, there was no need to record an impairment loss in 2017 . The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future unfixed periods. The FSO Asia and the FSO Africa were on a timecharter contract to Maersk Oil Qatar until July 22, 2017 and September 22, 2017, respectively. On May 14, 2017, the joint ventures between the Group and International Seaways, signed a contract for five years for the FSO Africa and FSO Asia in direct continuation of the current contractual service. The contract was signed with North Oil Company, the new operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited.
Security
All tankers financed are subject to a mortgage to secure bank loans (see Note 15).
Vessels on order or under construction
The group had four vessels under construction as at December 31, 2017 for an aggregate amount of USD 63.7 million ( 2016 : USD 86.1 million and 2015 : 93.9 million). The amounts presented within "Vessels under construction" relate to four Ice Class Suezmax vessels from Hyundai Heavy Industries of which the first Ice Class Suezmax was delivered on March 26, 2018, the second Ice Class Suezmax will be delivered in the second quarter of 2018 and the other two Ice Class Suezmax in the second half of 2018.


F-39
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 8 - Property, plant and equipment (Continued)

Capital commitment
As at December 31, 2017 the Group's total capital commitment amounts to USD 185.9 million ( 2016 : USD 208.8 million). These can be detailed as follows:
(in thousands of USD)
 
As at December 31, 2016 payments scheduled for
 
 
TOTAL
 
2017
 
2018
 
2019
Commitments in respect of VLCCs
 
97,035

 
97,035

 
—

 
—

Commitments in respect of Suezmaxes
 
111,793

 
24,843

 
86,950

 
—

Commitments in respect of FSOs
 
—

 
—

 
—

 
—

Total
 
208,828

 
121,878

 
86,950

 
—

 
 
 
 
 
 
 
 
 
 
 
As at December 31, 2017 payments scheduled for
 
 
TOTAL
 
2018

 
2019

 
2020

Commitments in respect of VLCCs
 
—

 
—

 
—

 
—

Commitments in respect of Suezmaxes
 
185,922

 
185,922

 
—

 
—

Commitments in respect of FSOs
 
—

 
—

 
—

 
—

Total
 
185,922

 
185,922

 
—

 
—

At December 31, 2016 , Euronav held the option to purchase an additional two Ice Class Suezmax vessels from Hyundai Heavy Industries. Euronav exercised this option in the second quarter of 2017 which brings the number to four ordered Ice Class Suezmax vessels.

F-40
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 9 - Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
(in thousands of USD)
 
ASSETS

 
LIABILITIES

 
NET

Provisions
 
31

 
—

 
31

Employee benefits
 
37

 
—

 
37

Unused tax losses & tax credits
 
896

 
—

 
896

 
 
964

 
—

 
964

Offset
 
—

 
—

 
 

Balance at December 31, 2016
 
964

 
—

 
 

 
 
 
 
 
 
 
Provisions
 
1

 
—

 
1

Employee benefits
 
44

 
—

 
44

Unused tax losses & tax credits
 
2,442

 
—

 
2,442

 
 
2,487

 
—

 
2,487

Offset
 
—

 
—

 
 
Balance at December 31, 2017
 
2,487

 
—

 
 
Unrecognized deferred tax assets and liabilities
Deferred tax assets and liabilities have not been recognized in respect of the following items:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
 
 
ASSETS

 
LIABILITIES

 
ASSETS

 
LIABILITIES

Deductible temporary differences
 
357

 
—

 
280

 
—

Taxable temporary differences
 
7

 
(14,231
)
 
7

 
(25,213
)
Tax losses & tax credits
 
89,528

 
—

 
105,731

 
—

 
 
89,892

 
(14,231
)
 
106,018

 
(25,213
)
Offset
 
(14,231
)
 
14,231

 
(25,213
)
 
25,213

Total
 
75,661

 
—

 
80,805

 
—

The unrecognized deferred tax assets in respect of tax losses and tax credits are related to tax losses carried forward, investment deduction allowances and excess dividend received deduction. Tax losses and tax credits have no expiration date.
A deferred tax asset is recognized for unused tax losses and tax credits carried forward, to the extent that it is probable that future taxable profits will be available. The Group considers future taxable profits as probable when it is more likely than not that taxable profits will be generated in the foreseeable future. When determining whether probable future taxable profits are available the probability threshold is applied to portions of the total amount of unused tax losses or tax credits, rather than the entire amount.
Given the nature of the tonnage tax regime, the Group has a substantial amount of unused tax losses and tax credits for which no future taxable profits are probable and therefore no deferred tax asset has been recognized.
The unrecognized tax liabilities in respect of taxable temporary differences relate primarily to tax liabilities in respect of non distributed reserves of the Group that will be taxed when distributed. No deferred tax liability has been recognized because the Group controls whether the tax liability will be incurred and management is satisfied that the tax liability will not be incurred in the foreseeable future. In addition, no deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.
In December 2017, changes to the Belgian corporate income tax rate were enacted, lowering the rate to 29.58% as from 2018 and to 25% from 2020. These changes have been reflected in the calculation of the amounts of deferred tax assets and liabilities in respect of Belgian Group entities as at December 31, 2017.


F-41
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 9 - Deferred tax assets and liabilities (Continued)

Movement in deferred tax balances during the year
(in thousands of USD)
 
Balance at Jan 1, 2015

 
Recognized in income

 
Recognized in equity

 
Translation differences

 
Balance at Dec 31, 2015

Provisions
 
238

 
(61
)
 
—

 
(8
)
 
169

Employee benefits
 
52

 
(24
)
 
—

 
(5
)
 
23

Unused tax losses & tax credits
 
6,246

 
(5,450
)
 
—

 
(53
)
 
743

Total
 
6,536

 
(5,535
)
 
—

 
(66
)
 
935

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at Jan 1, 2016

 
Recognized in income

 
Recognized in equity

 
Translation differences

 
Balance at Dec 31, 2016

Provisions
 
169

 
(121
)
 
—

 
(17
)
 
31

Employee benefits
 
23

 
15

 
—

 
(1
)
 
37

Unused tax losses & tax credits
 
743

 
220

 
—

 
(67
)
 
896

Total
 
935

 
114

 
—

 
(85
)
 
964

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at Jan 1, 2017

 
Recognized in income

 
Recognized in equity

 
Translation differences

 
Balance at Dec 31, 2017

Provisions
 
31

 
(32
)
 
—

 
2

 
1

Employee benefits
 
37

 
2

 
—

 
5

 
44

Unused tax losses & tax credits
 
896

 
1,473

 
—

 
73

 
2,442

Total
 
964

 
1,443

 
—

 
80

 
2,487

Note 10 - Non-current receivables
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Shareholders loans to joint ventures
 
159,733

 
183,348

Other non-current receivables
 
618

 
565

Investment
 
1

 
1

Total non-current receivables
 
160,352

 
183,914

The shareholders loans to joint ventures as of December 31, 2017 and December 31, 2016 did not bear interest.
Please refer to Note 25 for more information on the shareholders loans to joint ventures.
The maturity date of the non-current receivables is as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Receivable:
 
—

 
—

Between one and two years
 
—

 
—

Between two and three years
 
—

 
—

Between three and four years
 
—

 
—

Between four and five years
 
—

 
—

More than five years
 
160,352

 
183,914

Total non-current receivables
 
160,352

 
183,914


F-42
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 11 - Trade and other receivables - current
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Trade receivables
 
32,758

 
38,695

Accrued income
 
12,465

 
10,966

Accrued interest
 
52

 
33

Deferred charges
 
24,797

 
21,149

Other receivables
 
66,725

 
95,499

Total trade and other receivables
 
136,797

 
166,342

The decrease in other receivables relates to income to be received by the Group from the Tankers International Pool. These amounts decreased in 2017 due to overall declining freight market conditions.
For currency and credit risk, we refer to Note 18.
Note 12 - Cash and cash equivalents
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Bank deposits
 
102,200

 
104,500

Cash at bank and in hand
 
41,448

 
102,189

TOTAL
 
143,648

 
206,689

Of which restricted cash
 
115

 
146

 
 
 
 
 
Less:
 
 
 
 
Bank overdrafts used for cash management purposes
 
—

 
—

NET CASH AND CASH EQUIVALENTS
 
143,648

 
206,689

The bank deposits as at December 31, 2017 had an average maturity of 16 days ( 2016 : 10 days).

F-43
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 13 - Equity
Number of shares issued
(in shares)
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
On issue at 1 January
 
159,208,949

 
159,208,949

 
131,050,666

Conversion perpetual convertible preferred equity
 
—

 
—

 
9,459,283

Capital increases
 
—

 
—

 
18,699,000

On issue at 31 December - fully paid
 
159,208,949

 
159,208,949

 
159,208,949

On January 20, 2015 the Group announced the commencement of its underwritten initial public offering (IPO) in the United States of 13,550,000 ordinary shares. On January 19, 2015 the closing price of the Company's ordinary shares on Euronext Brussels was USD 12.94 per share (based upon the Bloomberg Composite Rate of EUR 0.8604 per USD 1.00 in effect on that date). The Company received approval to list its ordinary shares on the New York Stock Exchange (the "NYSE") under the symbol "EURN". On January 28, 2015 the Group announced the closing of its IPO of 18,699,000 common shares at a public offering price of USD 12.25 per share for gross proceeds of USD 229,062,750 . This included the exercise in full by the underwriters of their overallotment option. The transaction costs related to this public offering for a total amount of USD 19.4 million were recognized directly in retained earnings.
At December 31, 2017 and December 31, 2016 the share capital is represented by 159,208,949 shares. The shares have no par value.
At December 31, 2017 , the authorized share capital not issued amounts to USD 150,000,000 ( 2016 and 2015: USD 150,000,000 ) or the equivalent of 138,005,652 shares ( 2016 and 2015 : 138,005,652 shares).
The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders' meetings of the Group.
Conversion of perpetual convertible preferred equity
Following its IPO, the Group exercised its right to request the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities ('PCPs') and issued such notice on January 30, 2015. The aggregate principal amount of USD 75,000,000 was converted to Euronav's share capital through a contribution in kind on February 6, 2015 against the issuance of 9,459,283 shares. These shares are listed on both Euronext Brussels and the NYSE.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.
Treasury shares
As of December 31, 2017 Euronav owned 1,042,415 of its own shares, compared to 1,042,415 of shares owned on December 31, 2016 . In the twelve months period ended December 31, 2017 , Euronav did not buy back or dispose of any own shares.
Dividends
On May 11, 2017, the Annual Shareholders' meeting approved a full year dividend of USD 0.77 per share. Taking into account the interim dividend approved in August 2016 in the amount of USD 0.55 per share, the dividend paid after the AGM was USD 0.22 per share. The dividend to holders of Euronav shares trading on Euronext Brussels was paid in EUR at the USD/EUR exchange rate of the record date. During its meeting of August 9, 2017, the Board of Directors of Euronav approved an interim dividend for the first semester 2017 of USD 0.06 per share. The interim dividend of USD 0.06 per share was payable as from October 5, 2017. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.
On March 20, 2018, the Board of Directors decided to propose to the Annual Shareholders' meeting to be held on May 9, 2018, to approve a full year dividend of USD 0.12 per share. Taking into account the interim dividend approved in August in the amount of USD 0.06 per share, the expected dividend payable after the AGM should be USD 0.06 per share.
The total amount of dividends paid in 2017 was USD 44.1 million .

F-44
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 13 - Equity (Continued)

Share-based payment arrangements
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel. In March 2016, the holders exercised 166,667 options and a corresponding number of treasury shares were sold. The key terms and conditions did not change after December 31, 2013. The compensation expense related to this share option program was recognized in prior periods and therefore, this program did not have any impact on the consolidated statement of profit or loss for 2017 .
Long term incentive plan 2015
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock units ('RSU's'), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of EUR 10.0475 and are equity-settled. All of the stock options and RSUs granted on February 12, 2015 remained outstanding as of December 31, 2017 . The fair value of the stock options was measured using the Black Scholes formula. The fair value of the RSUs was measured with reference to the Euronav share price at the grant date. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2017 with respect to the LTIP 2015 was USD 0.3 million .
Long term incentive plan 2016
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016 and all remain outstanding as of December 31, 2017 . The LTIP 2016 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2016, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss during 2017 was USD 0.4 million .
Long term incentive plan 2017
The Group's Board of Directors implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and all remain outstanding as of December 31, 2017 . The LTIP 2017 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss during 2017 was USD 0.3 million.


F-45
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 14 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share at December 31, 2017 was based on a result attributable to ordinary shares of USD 1,382,530 ( December 31, 2016 : USD 204,049,212 and December 31, 2015 : USD 350,300,535 ) and a weighted average number of ordinary shares outstanding during the period ended December 31, 2017 of 158,166,534 ( December 31, 2016 : 158,262,268 and December 31, 2015 : 155,872,171 ), calculated as follows:
Result attributable to ordinary shares
(in thousands of USD except share and per share information)
 
2017
 
2016
 
2015
Result for the period
 
1,383

 
204,049

 
350,301

Weighted average number of ordinary shares
 
158,166,534

 
158,262,268

 
155,872,171

Basic earnings per share (in USD)
 
0.01

 
1.29

 
2.25

Weighted average number of ordinary shares
(in shares)
 
Shares issued
 
Treasury shares
 
Shares outstanding
 
Weighted number of shares
On issue at January 1, 2015
 
131,050,666

 
1,750,000

 
129,300,666

 
129,300,666

Issuance of shares
 
28,158,283

 
—

 
28,158,283

 
25,842,099

Purchases of treasury shares
 
—

 
—

 
—

 
—

Withdrawal of treasury shares
 
—

 
—

 
—

 
—

Sales of treasury shares
 
—

 
(1,283,333
)
 
1,283,333

 
729,406

On issue at December 31, 2015
 
159,208,949

 
466,667

 
158,742,282

 
155,872,171

 
 
 
 
 
 
 
 
 
On issue at January 1, 2016
 
159,208,949

 
466,667

 
158,742,282

 
158,742,282

Issuance of shares
 
—

 
—

 
—

 
—

Purchases of treasury shares
 
—

 
692,415

 
(692,415
)
 
(575,005
)
Withdrawal of treasury shares
 
—

 
—

 
—

 
—

Sales of treasury shares
 
—

 
(116,667
)
 
116,667

 
94,991

On issue at December 31, 2016
 
159,208,949

 
1,042,415

 
158,166,534

 
158,262,268

 
 
 
 
 
 
 
 
 
On issue at January 1, 2017
 
159,208,949

 
1,042,415

 
158,166,534

 
158,166,534

Issuance of shares
 
—

 
—

 
—

 
—

Purchases of treasury shares
 
—

 
—

 
—

 
—

Withdrawal of treasury shares
 
—

 
—

 
—

 
—

Sales of treasury shares
 
—

 
—

 
—

 
—

On issue at December 31, 2017
 
159,208,949

 
1,042,415

 
158,166,534

 
158,166,534

Diluted earnings per share
For the twelve months ended December 31, 2017 , the diluted earnings per share (in USD) amount to 0.01 ( 2016 : 1.29 and 2015 : 2.22 ). At December 31, 2017 and December 31, 2016 , 236,590 options issued under the LTIP 2015 were excluded from the calculation of the diluted weighted average number of shares because their effect would have been anti-dilutive.



F-46
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 14 - Earnings per share (Continued)

Weighted average number of ordinary shares (diluted)
The table below shows the potential weighted number of shares that could be created if all stock options, restricted stock units, convertible notes and PCPs were to be converted into ordinary shares.
(in shares)
 
2017
 
2016
 
2015
Weighted average of ordinary shares outstanding (basic)
 
158,166,534

 
158,262,268

 
155,872,171

 
 
 
 
 
 
 
Effect of potential conversion of convertible Notes
 
—

 
—

 
88,689

Effect of potential conversion of PCPs
 
—

 
—

 
932,971

Effect of Share-based Payment arrangements
 
130,523

 
166,789

 
635,731

 
 
 
 
 
 
 
Weighted average number of ordinary shares (diluted)
 
158,297,057

 
158,429,057

 
157,529,562

After the conversions of the convertible Notes and the PCPs in the course of 2015, there are no more remaining outstanding instruments at December 31, 2017 and December 31, 2016 which can give rise to dilution, except for the share-based payment arrangements.


F-47
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 15 - Interest-bearing loans and borrowings
(in thousands of USD)
 
Bank loans
 
Convertible and other Notes
 
Total
More than 5 years
 
147,174

 
—

 
147,174

Between 1 and 5 years
 
805,252

 
—

 
805,252

More than 1 year
 
952,426

 
—

 
952,426

Less than 1 year
 
100,022

 
—

 
100,022

At January 1, 2016
 
1,052,448

 
—

 
1,052,448

 
 
 
 
 
 
 
New loans
 
740,286

 
—

 
740,286

Scheduled repayments
 
(60,015
)
 
—

 
(60,015
)
Early repayments
 
(714,000
)
 
—

 
(714,000
)
Acquisitions through business combinations (Note 24)
 
61,065

 
—

 
61,065

Other changes
 
5,778

 
—

 
5,778

Balance at December 31, 2016
 
1,085,562

 
—

 
1,085,562

 
 
 
 
 
 
 
More than 5 years
 
330,491

 
—

 
330,491

Between 1 and 5 years
 
635,952

 
—

 
635,952

More than 1 year
 
966,443

 
—

 
966,443

Less than 1 year
 
119,119

 
—

 
119,119

Balance at December 31, 2016
 
1,085,562

 
—

 
1,085,562

 
 
 
 
 
 
 
 
 
Bank loans
 
Convertible and other Notes
 
Total
More than 5 years
 
330,491

 
—

 
330,491

Between 1 and 5 years
 
635,952

 
—

 
635,952

More than 1 year
 
966,443

 
—

 
966,443

Less than 1 year
 
119,119

 
—

 
119,119

At January 1, 2017
 
1,085,562

 
—

 
1,085,562

 
 
 
 
 
 
 
New loans
 
326,014

 
150,000

 
476,014

Scheduled repayments
 
(43,743
)
 
—

 
(43,743
)
Early repayments
 
(667,250
)
 
—

 
(667,250
)
Other changes
 
508

 
(2,381
)
 
(1,873
)
Balance at December 31, 2017
 
701,091

 
147,619

 
848,710

 
 
 
 
 
 
 
More than 5 years
 
157,180

 
—

 
157,180

Between 1 and 5 years
 
496,550

 
147,619

 
644,169

More than 1 year
 
653,730

 
147,619

 
801,349

Less than 1 year
 
47,361

 
—

 
47,361

Balance at December 31, 2017
 
701,091

 
147,619

 
848,710

The amounts shown under "New Loans" and "Early Repayments" include drawdowns and repayments under revolving credit facilities during the year.

F-48
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 15 - Interest-bearing loans and borrowings (Continued)

Bank Loans
On March 25, 2014, the Group entered into a USD 500.0 million senior secured credit facility. This facility bore interest at LIBOR plus a margin of 2.75% per annum and was repayable over a term of six years with maturity in 2020 and was secured by the fifteen ( 15 ) Very Large Crude Carriers (VLCC) that the Group purchased from Maersk Tankers Singapore Pte Ltd ('the Maersk Acquisition Vessels'). The proceeds of the facility were drawn and used to partially finance the purchase price of the Maersk Acquisition Vessels. This USD 500.0 million loan facility was repaid in full on December 21, 2016 using a portion of the borrowing under the USD 409.5 million senior secured amortizing revolving credit facility entered into on December 16, 2016.
On October 13, 2014, the Group entered into a USD 340.0 million senior secured credit facility with a syndicate of banks. Borrowings under this facility have been used to partially finance the acquisition of the four ( 4 ) modern Japanese built VLCC vessels ('the VLCC Acquisition Vessels') from Maersk Tankers Singapore Pte Ltd and to repay USD 153.1 million of outstanding debt and retire the Group's USD 300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a USD 148.0 million non-amortizing revolving credit facility and (ii) a USD 192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is secured by eight of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and, upon their respective deliveries, the Hojo, Hakone, Hirado and Hakata. On October 22, 2014 a first drawdown under this facility was made to repay a former USD 300 million secured loan facility, followed by additional drawdowns on December 22, 2014 and December 23, 2014 for an amount of 60.3 million and 50.3 million following the delivery of the Hojo and Hakone respectively. On March 3, 2015 and April 13, 2015 additional drawdowns of 53.4 million and 50.4 million were made following the delivery of the Hirado and Hakata respectively. As of December 31, 2017 and December 31, 2016 , the outstanding balances on this facility were USD 111.7 million and USD 207.3 million , respectively.
On August 19, 2015, the Group entered into a USD 750.0 million senior secured amortizing revolving credit facility with a syndicate of banks. The facility is available for the purpose of (i) refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit facility will mature on 1 July 2022 and carries a rate of LIBOR plus a margin of 195 bps. As of December 31, 2017 and December 31, 2016 , the outstanding balances under this facility were USD 330.0 million and USD 612.1 million , respectively.
On November 9, 2015, the Group entered into a USD 60.0 million unsecured revolving credit facility. As of December 31, 2017 and December 31, 2016 , there were no outstanding balances under this facility.
On June 2, 2016, the Group entered into a share swap and claim transfer agreement (see Note 24) whereby as of that date, Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. were fully consolidated and all assets acquired and liabilities assumed were recognized. Their respective loans are related to, and are secured by, the vessels owned by Fiorano and Larvotto at the date of the aforementioned transaction. As of December 31, 2017 and December 31, 2016 , the outstanding balances on these facilities were USD 48.7 million and 57.0 million, respectively.
On December 16, 2016, the Group entered into a USD 409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the USD 500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25% . As of December 31, 2017 and December 31, 2016 , the outstanding balances on this facility were USD 118 million and 222.0 million, respectively. The credit facility is secured by the aforementioned 11 vessels.
On January 30, 2017, the Group signed a loan agreement for a nominal amount of USD 110.0 million with the purpose of financing the Ardeche and the Aquitaine, as mentioned in Note 8. On April 25, 2017, following a successful syndication, the loan was replaced with a new Korean Export Credit facility for a nominal amount of USD 108.5 million with Korea Trade Insurance Corporation or “K-sure” as insurer. The new facility is comprised of (i) a USD 27.1 million commercial tranche, which bears interest at LIBOR plus a margin of 1.95% per annum and (ii) a USD 81.4 million tranche insured by K-sure which bears interest at LIBOR plus a margin of 1.50% per annum. The facility is repayable over a term of 12 years, in 24 installments at successive six month intervals, each in the amount of USD 3.6 million together with a balloon installment of USD 21.7 million payable with the 24th installment on January 12, 2029. The K-sure insurance premium and other related transaction costs for a total amount of USD 3.2 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2017 the outstanding balance on this facility was USD 104.9 million in aggregate. This facility is secured by the VLCCs the Ardeche and the Aquitaine.
The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.

F-49
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 15 - Interest-bearing loans and borrowings (Continued)

Undrawn borrowing facilities
At December 31, 2017 , Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to USD 607.4 million committed for at least one year ( 2016 : USD 355.8 million).
Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:
(in thousands of USD)
 
 
 
 
 
 
 
December 31, 2017
 
December 31, 2016
 
 
Curr
 
Nominal interest rate
 
Year of mat.
 
Facility size
 
Drawn
 
Carrying value
 
Facility size
 
Drawn
 
Carrying value
Secured vessels loan 192M
 
USD
 
libor +2.25%
 
2021
 
111,666

 
111,666

 
110,156

 
143,571

 
143,571

 
141,501

Secured vessels Revolving loan 148M*
 
USD
 
libor +2.25%
 
2021
 
147,559

 
—

 
—

 
147,559

 
63,700

 
63,700

Secured vessels Revolving loan 750M*
 
USD
 
libor +1.95%
 
2022
 
485,017

 
330,000

 
325,519

 
636,536

 
612,050

 
605,806

Secured vessels Revolving loan 409.5M*
 
USD
 
libor +2.25%
 
2023
 
362,780

 
118,000

 
114,634

 
409,500

 
222,036

 
217,600

Secured vessels loan 76M
 
USD
 
libor +1.95%
 
2020
 
23,563

 
23,563

 
23,563

 
27,813

 
27,813

 
27,813

Secured vessels loan 67.5M
 
USD
 
libor +1.5%
 
2020
 
25,173

 
25,173

 
25,173

 
29,143

 
29,143

 
29,143

Secured vessels loan 27.1M
 
USD
 
libor +1.95%
 
2029
 
26,911

 
26,911

 
24,876

 
—

 
—

 
—

Secured vessels loan 81.4M
 
USD
 
libor +1.50%
 
2029
 
78,020

 
78,020

 
77,171

 
—

 
—

 
—

Unsecured bank facility 60M
 
USD
 
libor +2.25%
 
2020
 
60,000

 
—

 
—

 
60,000

 
—

 
—

Total interest-bearing bank loans
 
 
 
1,320,688

 
713,332

 
701,091

 
1,454,121

 
1,098,312

 
1,085,562

The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan.
* The total amount available under the revolving loan Facilities depends on the total value of the fleet of tankers securing the facility.





Other notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of USD)
 
 
 

 

 
December 31, 2017
 
December 31, 2016

 
Curr
 
Nominal interest rate
 
Year of mat.
 
Facility size
 
Drawn
 
Carrying value
 
Facility size
 
Drawn
 
Carrying value
Unsecured notes
 
USD
 
7.50%
 
2022
 
150,000

 
150,000

 
147,619

 
—

 
—

 
—

Total other notes
 

 
150,000

 
150,000

 
147,619

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


F-50
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 15 - Interest-bearing loans and borrowings (Continued)

On May 31, 2017, the Group successfully completed a new senior unsecured bond issue of USD 150.0 million with a fixed coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue are being used for general corporate purposes. The related transaction costs for a total of USD 2.7 million are amortized over the lifetime of the instrument using the effective interest rate method. Since October 23, 2017, these unsecured bonds are listed on the Oslo stock exchange.

Other borrowings
On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor. The company enters into FX forward contracts to manage the transaction risks related to these instruments issued in Euro compared to the USD Group currency. The FX contracts have a same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On December 31, 2017, the fair value of these forward contracts amounted to USD 0.5 million .


Transaction and other financial costs
The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2017 , the Group recognized USD 4.0 million of amortization of financing costs. The Group recognized USD 3.2 million of directly attributable transaction costs as a deduction from the fair value of the USD 110.0 million senior secured amortizing loan facility concluded on January 30, 2017 and USD 2.7 million of directly attributable transaction costs as a deduction from the fair value of the USD 150.0 million senior unsecured bond concluded on May 31, 2017.
Interest expense on financial liabilities measured at amortized cost decreased during the year ended December 31, 2017, compared to 2016 ( 2017 : USD - 38.4 million, 2016 : USD - 39.0 million). This decrease was primarily attributable to the fact that the increase in floating interest rates in 2017 was more than offset by a decrease in average outstanding debt during the year ended December 31, 2017, compared to 2016. Other financial charges increased in 2017 compared to 2016 (2017: USD - 5.8 million , 2016: USD - 4.6 million ) which was primarily attributable to commitment fee paid for available credit lines, of which the total availability increased in 2017.



F-51
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 15 - Interest-bearing loans and borrowings (Continued)

Reconciliation of movements of liabilities to cash flows arising from financing activities
 
 
Liabilities
Equity
 
 
Note
Loans and borrowings

Other Notes

Other borrowings

Share capital / premium

Reserves

Treasury shares

Retained earnings

Total

Balance at January 1, 2017
 
1,085,562

—

—

1,388,273

120

(16,102
)
515,665

2,973,518

 
 
 
 
 
 
 
 
 
 
Changes from financing cash flows
 
 
 
 
 
 
 
 
 
Proceeds from issue of other notes
15
—

150,000

—

—

—

—

—

150,000

Proceeds from loans and borrowings
15
326,014

—

—

—

—

—

—

326,014

Proceeds from issue of other borrowings
15
—

—

50,010

—

—

—

—

50,010

Proceeds from settlement of derivatives
-
—

—

—

—

—

—

—

—

Transaction costs related to loans and borrowings
15
(3,174
)
(2,700
)
—

—

—

—

—

(5,874
)
Repayment of borrowings
15
(710,993
)
—

—

—

—

—

—

(710,993
)
Dividend paid
-
—

—

—

—

—

—

(44,133
)
(44,133
)
Total changes from financing cash flows
 
(388,153
)
147,300

50,010

—

—

—

(44,133
)
(234,976
)
 
 
 
 
 
 
 
 
 
 
Other changes
 
 
 
 
 
 
 
 
 
Liability-related
 
 
 
 
 
 
 
 
 
Capitalized borrowing costs
15
3,682

319

—

—

—

—

—

4,001

Total liability-related other changes
 
3,682

319

—

—

—

—

—

4,001

Total equity-related other changes
 
—

—

—

—

448

—

2,090

2,538

 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 
701,091

147,619

50,010

1,388,273

568

(16,102
)
473,622

2,745,081


Note 16 - Employee benefits
The amounts recognized in the balance sheet are as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
NET LIABILITY AT BEGINNING OF PERIOD
 
(2,846
)
 
(2,038
)
 
(2,108
)
Recognized in profit or loss
 
(827
)
 
(261
)
 
(108
)
Recognized in other comprehensive income
 
64

 
(646
)
 
(44
)
Foreign currency translation differences
 
(375
)
 
99

 
222

NET LIABILITY AT END OF PERIOD
 
(3,984
)
 
(2,846
)
 
(2,038
)
 
 
 
 
 
 
 
Present value of funded obligation
 
(3,537
)
 
(2,846
)
 
(852
)
Fair value of plan assets
 
2,760

 
2,117

 
539

 
 
(777
)
 
(729
)
 
(313
)
Present value of unfunded obligations
 
(3,207
)
 
(2,117
)
 
(1,725
)
NET LIABILITY
 
(3,984
)
 
(2,846
)
 
(2,038
)
 
 
 
 
 
 
 
Amounts in the balance sheet:
 
 
 
 
 
 
Liabilities
 
(3,984
)
 
(2,846
)
 
(2,038
)
Assets
 
—

 
—

 
—

NET LIABILITY
 
(3,984
)
 
(2,846
)
 
(2,038
)
Liability for defined benefit obligations
The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement.

F-52
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plans - are uninsured and unfunded. The unfunded obligations include provisions in respect of LTIP 2016 and LTIP 2017 (see Note 13).
The Group expects to contribute the following amount to its defined benefit pension plans in 2018 : USD 255,814 .
Note 17 - Trade and other payables
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Advances received on contracts in progress, between 1 and 5 years
 
539

 
533

Total non-current other payables
 
539

 
533

Trade payables
 
19,274

 
18,107

Accrued payroll
 
3,596

 
2,581

Dividends payable
 
160

 
7

Accrued expenses
 
22,518

 
29,245

Accrued interest
 
1,762

 
1,150

Deferred income
 
10,020

 
13,746

Other payables
 
4,025

 
5,023

Total current trade and other payables
 
61,355

 
69,859

The decrease in accrued expenses is mainly related to the settlement in 2017 of the accrued profit split of the VLCC KHK Vision and the accrued TC-in cost of the Suezmax Suez Hans , lower accruals of spot related voyage expenses and lower bonus accruals.

Other payables are mainly related to the deferred gain of USD 5.0 million which was the difference between the fair value and the sale price of the four VLCCs of the sale and leaseback entered into on December 16, 2016. This excess was deferred and is being amortized over the duration of the lease, i.e. 5 years (see Note 19).














Note 18 - Financial instruments - market and other risks
Carrying amounts and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.

F-53
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

 
 
 
 
Carrying amount
 
Fair value
 
 
Hedging instruments
 
Loans and receivables
 
Other financial liabilities
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial assets not measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-current receivables (Note 10)
 
—

 
183,914

 
—

 
183,914

 
—

 
—

 
178,216

 
178,216

Trade and other receivables * (Note 11)
 
—

 
145,193

 
—

 
145,193

 
—

 
—

 
—

 
—

Cash and cash equivalents (Note 12)
 
—

 
206,689

 
—

 
206,689

 
—

 
—

 
—

 
—

 
 
—

 
535,796

 
—

 
535,796

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities not measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured bank loans (Note 15)
 
 
 
—

 
1,085,562

 
1,085,562

 
—

 
1,092,023

 
—

 
1,092,023

Unsecured bank loans (Note 15)
 
 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Trade and other payables * (Note 17)
 
 
 
—

 
56,113

 
56,113

 
—

 
—

 
—

 
—

Advances received on contracts (Note 17)
 
 
 
—

 
533

 
533

 
—

 
—

 
—

 
—

 
 
 
 
—

 
1,142,208

 
1,142,208

 
 
 
 
 
 
 
 
 
 
 
 
Carrying amount
 
Fair value
 
 
Hedging instruments
 
Loans and receivables
 
Other financial liabilities
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial assets measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts
 
467

 
—

 
—

 
467

 
—

 
467

 
—

 
467

 
 
467

 
—

 
—

 
467

 
 
 
 
 
 
 
 
Financial assets not measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-current receivables (Note 10)
 
—

 
160,352

 
—

 
160,352

 
—

 
—

 
128,427

 
128,427

Trade and other receivables * (Note 11)
 
—

 
112,000

 
—

 
112,000

 
—

 
—

 
—

 
—

Cash and cash equivalents (Note 12)
 
—

 
143,648

 
—

 
143,648

 
—

 
—

 
—

 
—

 
 
—

 
416,000

 
—

 
416,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities not measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured bank loans (Note 15)
 
—

 
—

 
701,091

 
701,091

 
—

 
706,056

 
—

 
706,056

Unsecured bank loans (Note 15)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Unsecured notes (Note 15)
 
—

 
—

 
147,619

 
147,619

 
149,630

 
—

 
—

 
149,630

Unsecured other borrowings (Note 15)
 
—

 
—

 
50,010

 
50,010

 
—

 
—

 
—

 
—

Trade and other payables * (Note 17)
 
—

 
—

 
51,335

 
51,335

 
—

 
—

 
—

 
—

Advances received on contracts (Note 17)
 
—

 
—

 
539

 
539

 
—

 
—

 
—

 
—

 
 
—

 
—

 
950,594

 
950,594

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Deferred charges (see Note 11) and deferred income (see Note 17), which are not financial assets (liabilities) are not included.
Measurement of fair values
Valuation techniques and significant unobservable inputs
Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2022, and the trading price on December 31, 2017. The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.



F-54
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)


Financial instruments measured at fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Type
 
Valuation Techniques
 
 
Significant unobservable inputs
 
 
 
 
 
 
 
 
Forward exchange contracts
 
Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.
 
Not applicable
 
 
 
 
 
 
 
 
Financial instruments not measured at fair value
 
 
 
 
 
 
 
 
 
Type
 
Valuation Techniques
 
Significant unobservable inputs
Non-current receivables (consisting of shareholders' loans)
 
Discounted cash flow
 
Discount rate
Other financial liabilities (consisting of secured and unsecured bank loans)
 
Discounted cash flow
 
Discount rate
Other financial notes (consisting of unsecured notes)
 
 
 
Not applicable
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2016 and 2017 .
Financial risk management
In the course of its normal business, the Group is exposed to the following risks:
•
Credit risk
•
Liquidity risk
•
Market risk (Tanker market risk, interest rate risk and currency risk)
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board of Directors has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.
Credit risk
Trade and other receivables

F-55
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. In particular, the one client representing 10% each of the Tankers segment's total revenue in 2017 (see Note 2) only represented 0.03% of the total trade and other receivables at December 31, 2017 ( 2016 : two clients representing 3.4% ). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
The ageing of trade and other receivables is as follows:
(in thousands of USD)
 
2017
 
2016
Not past due
 
124,243

 
155,950

Past due 0-30 days
 
2,071

 
1,261

Past due 31-365 days
 
9,784

 
7,666

More than one year
 
699

 
1,465

Total trade and other receivables
 
136,797

 
166,342

Past due amounts are not impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2017 45.37% ( 2016 : 55.72% ) of the total trade and other receivables relate to TI Pool which are paid after completion of the voyages but which only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness is very high. Amounts not past due are also with customers with very high credit worthiness and are therefore not impaired.
Non-current receivables mainly consist of shareholder's loans to joint ventures (see Note 10). As at December 31, 2017 and December 31, 2016 , these receivables had no maturity date and were not impaired.
Cash and cash equivalents
The Group held cash and cash equivalents of USD 143.6 million at December 31, 2017 ( 2016 : USD 206.7 million ). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 12).
Derivatives
Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
Guarantees
The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 31, 2017 , there were no outstanding guarantees towards joint ventures. The credit facilities of 2 joint ventures (see Note 25), in respect of which the Group had previously issued guarantees, expired in 2017.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.

F-56
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

The following are the remaining contractual maturities of financial liabilities:
 
 
Contractual cash flows December 31, 2016
(in thousands of USD)
 
Carrying Amount
 
Total
 
Less than 1 year
 
Between 1 and 5 years
 
More than 5 years
Non derivative financial liabilities
 
 
 
 
 
 
 
 
 
 
Bank loans (Note 15)
 
1,085,562

 
1,218,702

 
150,630

 
718,950

 
349,122

Current trade and other payables * (Note 17)
 
56,113

 
56,113

 
56,113

 
—

 
—

Non-current other payables (Note 17)
 
—

 
—

 
—

 
—

 
—

 
 
1,141,675

 
1,274,815

 
206,743

 
718,950

 
349,122

 
 
 
 
 
 
 
 
 
 
 
Derivative financial liabilities
 
 
 
 
 
 
 
 
 
 
Interest rate swaps (Note 17)
 
—

 
—

 
—

 
—

 
—

Forward exchange contracts (Note 17)
 
—

 
—

 
—

 
—

 
—

 
 
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Contractual cash flows December 31, 2017
 
 
Carrying Amount
 
Total
 
Less than 1 year
 
Between 1 and 5 years
 
More than 5 years
Non derivative financial liabilities
 
 

 
 

 
 

 
 

 
 

Bank loans (Note 15)
 
848,710

 
1,009,508

 
83,039

 
750,722

 
175,747

Other borrowings (Note 15)
 
50,010

 
50,010

 
50,010

 
—

 
—

Current trade and other payables * (Note 17)
 
51,335

 
51,335

 
51,335

 
—

 
—

Non-current other payables (Note 17)
 
—

 
—

 
—

 
—

 
—

 
 
950,055

 
1,110,853

 
184,384

 
750,722

 
175,747

 
 
 
 
 
 
 
 
 
 
 
Derivative financial liabilities
 
 
 
 
 
 
 
 
 
 
Interest rate swaps (Note 17)
 
—

 
—

 
—

 
—

 
—

Forward exchange contracts (Note 17)
 
—

 
—

 
—

 
—

 
—

 
 
—

 
—

 
—

 
—

 
—

* Deferred income (see Note 17), which are not financial liabilities, are not included.
The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.
Market risk
Tanker market risk
The spot tanker freight market is a highly volatile global market and the Group cannot predict what the market will be. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot will vary according to the many factors affecting both the spot and fixed time charter contract markets.
Every increase (decrease) of 1,000 USD on the spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:

F-57
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

(effect in thousands of USD)
 
2017
 
2016
 
2015
 
 
Profit or loss
 
Profit or loss
 
Profit or loss
 
 
1,000 USD
 
1,000 USD
 
1,000 USD
 
1,000 USD
 
1,000 USD
 
1,000 USD
 
 
Increase
 
Decrease
 
Increase
 
Decrease
 
Increase
 
Decrease
 
 
13,420

 
(13,420
)
 
14,140

 
(14,140
)
 
12,972

 
(12,972
)
Interest rate risk
Euronav interest rate management general policy is to borrow at floating interest rates based on LIBOR plus a margin. The Euronav Corporate Treasury Department monitors the Group's interest rate exposure on a regular basis. From time to time and under the responsibility of the Chief Financial Officer, different strategies to reduce the risk associated with fluctuations in interest rates can be proposed to Board of Directors for their approval. In the past the Group hedged part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group may use various interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2017 , the Group had no such instruments in place.
At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:
(in thousands of USD)
 
2017
 
2016
FIXED RATE INSTRUMENTS
 
 
 
 
Financial assets
 
—

 
—

Financial liabilities
 
147,619

 
—

 
 
147,619

 
—

 
 
 
 
 
VARIABLE RATE INSTRUMENTS
 
 
 
 
Financial liabilities
 
751,101

 
1,085,562

 
 
751,101

 
1,085,562

Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.
Cash flow sensitivity analysis for variable rate instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

F-58
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

 
 
Profit or Loss
 
Equity
 
 
50 BP
 
50 BP
 
50 BP
 
50 BP
(effect in thousands of USD)
 
Increase
 
Decrease
 
Increase
 
Decrease
December 31, 2015
 
 
 
 
 
 
 
 
Variable rate instruments
 
(5,670
)
 
5,670

 
—

 
—

Interest rate swaps
 
—

 
—

 
—

 
—

Cash Flow Sensitivity (Net)
 
(5,670
)
 
5,670

 
—

 
—

 
 
 
 
 
 
 
 
 
December 31, 2016
 
 

 
 

 
 

 
 

Variable rate instruments
 
(5,315
)
 
5,315

 
—

 
—

Interest rate swaps
 
—

 
—

 
—

 
—

Cash Flow Sensitivity (Net)
 
(5,315
)
 
5,315

 
—

 
—

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

 
 

Variable rate instruments
 
(4,685
)
 
4,685

 
—

 
—

Interest rate swaps
 
—

 
—

 
—

 
—

Cash Flow Sensitivity (Net)
 
(4,685
)
 
4,685

 
—

 
—

 
 
 
 
 
 
 
 
 
Currency risk
The Company’s policy is to monitor its material non-functional currency transaction exposure so as to allow for natural coverage (revenues in the same currency than the expenses) whenever possible. When natural coverage is not deemed reasonably possible (for example for long term commitments), the Company manages its material non-functional currency transaction exposure on a case-by-case basis, either by entering into spot foreign currency transactions, foreign exchange forward, swap or option contracts, or by engaging a third party financial advisor with the purpose of managing the foreign exchange risk for us. The Group's exposure to currency risk is related to its operating expenses expressed in Euros and to Treasury Notes denominated in Euros. In 2017 about 16.5% ( 2016 : 17.4% and 2015 : 17.4% ) of the Group's total operating expenses were incurred in Euros. Revenue and the financial instruments are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 15).
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
 
 
EUR

 
USD

 
EUR

 
USD

 
EUR

 
USD

Trade payables
 
(7,891
)
 
(11,383
)
 
(8,725
)
 
(9,383
)
 
(9,913
)
 
(13,121
)
Operating expenses
 
(89,289
)
 
(452,113
)
 
(92,608
)
 
(440,830
)
 
(89,457
)
 
(425,806
)
Treasury Notes
 
(50,010
)
 
—

 
—

—

—

 
—

—

—

For the average and closing rates applied during the year, we refer to Note 27.
In the past, Euronav had entered into an agreement with a third party financial advisor with the aim to manage the risk from adverse movements in EUR/USD exchange rates. The program used a financial trading strategy called Currency Overlay Management Strategy which managed the equivalent of EUR 40.0 million exposures on a yearly basis. The currency overlay manager conducted foreign-exchange hedging by selectively placing and removing hedges to achieve the objectives set by us. On July 29, 2016, Euronav terminated this agreement.
As such there is no impact of this program on the Group's consolidated statement of profit or loss for the year ending December 31, 2017 ( 2016 : loss of USD 0.9 million and 2015 : loss of USD 1.0 million ).
Sensitivity analysis
A 10 percent strengthening of the EUR against the USD at December 31, would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
(in thousands of USD)
 
2017
 
2016
 
2015
Equity
 
211

 
532

 
473

Profit or loss
 
(7,113
)
 
(10,025
)
 
(9,565
)

F-59
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.
Capital management
Euronav is continuously optimizing its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:
•
an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amounts of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least USD 50.0 million or 5% of the Group's total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•
an amount of cash of at least USD 30.0 million ; and
•
a ratio of Stockholders' Equity to Total Assets of at least 30%
Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.
The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:
•
effect changes in management of the Group's vessels;
•
transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;
•
declare and pay dividends (with respect to each of the Group's joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and
•
incur additional indebtedness.
A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

F-60
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 18 - Financial instruments - market and other risks (Continued)

As of December 31, 2017 , December 31, 2016 and December 31, 2015 , the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2017 , as described above:
1.
current assets on a consolidated basis (including available credit lines of USD 607.4 million ) exceeded current liabilities by USD 729.3 million
2.
aggregated cash was USD 751.0 million
3.
cash was USD 143.6 million
4.
ratio of Stockholders' Equity to Total Assets was 65.7%
In the course of 2017, the Company updated its dividend policy.

The Board has adopted the following current dividend payment policy: the Company intends to pay a minimum fixed dividend of at least USD 0.12 in total per share per year provided (a) the Company has in the view of management and the board, sufficient balance sheet strength and liquidity combined (b) with sufficient earnings visibility from fixed income contracts. In addition, if the results per share are positive and exceed the amount of the fixed dividend, that additional income* will be allocated to either: additional cash dividends, share buy-back, accelerated amortization of debt or the acquisition of vessels which we consider at that time to be accretive to shareholders’ value.

*Treatment of capital losses and capital gains
As part of its distribution policy Euronav will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments.
*Treatment of Deferred Tax Assets (DTA) and Deferred Tax Liabilities (DTL)
As part of its distribution policy Euronav will not include non-cash items affecting the results such as DTA or DTL.
Note 19 - Operating leases
Leases as lessee
Future minimum lease payments
The Group leases in some of its vessels under time charter and bare boat agreements (operating leases). The future minimum lease payments with an average duration of 4 years under non-cancellable leases are as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Less than 1 year
 
(32,120
)
 
(32,120
)
Between 1 and 5 years
 
(95,524
)
 
(127,644
)
More than 5 years
 
—

 
—

 
 
 
 
 
Total future lease payments
 
(127,644
)
 
(159,764
)
Options to extend the charter period, if any, have not been taken into account when calculating the future minimum lease payments.
In 2016, the Group entered into a five year leaseback agreement for 4 VLCCs on December 16, 2016. The sale of the vessels occurred on December 22, 2016 and the charter period has a duration of 5 years , therefore ending on December 22, 2021. Under these leaseback agreements there is a seller's credit of USD 4.5 million of the sale price that becomes immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also becomes due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and USD 17.5 million (for the oldest VLCC) or USD 19.5 million (for the other vessels). Furthermore, the Group provides a residual guarantee to the owners in the aggregate amount of up to USD 20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if the vessel is sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between USD 26.5 million and USD 32.5 million (for the oldest VLCC) or between USD 28.5 million and USD 34.5 million (for the other vessels).

F-61
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 19 - Operating leases (Continued)

The Group analyzed the classification of the leaseback agreements based on the primary lease classification criteria and the supplemental indicators in IAS 17, and determined that these agreements qualified as operating leases.
Non-cancellable operating lease rentals for office space and company cars with an average duration of 3 years are payable as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Less than 1 year
 
(2,287
)
 
(2,297
)
Between 1 and 5 years
 
(7,224
)
 
(5,070
)
More than 5 years
 
(1,227
)
 
(1,183
)
 
 
 
 
 
Total non-cancellable operating lease rentals
 
(10,738
)
 
(8,550
)
Amounts recognized in profit and loss
(in thousands of USD)
 
2017
 
2016
 
2015
Bareboat charter
 
(31,111
)
 
(792
)
 
—

Time charter
 
(62
)
 
(16,921
)
 
(25,849
)
Office rental
 
(2,136
)
 
(2,219
)
 
(2,581
)
 
 
 
 
 
 
 
Total recognized in profit and loss
 
(33,309
)
 
(19,932
)
 
(28,430
)
Leases as lessor
Future minimum lease receivables
The Group leases out some of its vessels under time charter agreements (operating leases). The future minimum lease receivables with an average duration of 5 months under non-cancellable leases are as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Less than 1 year
 
103,007

 
150,450

Between 1 and 5 years
 
147,967

 
35,083

More than 5 years
 
31,793

 
—

 
 
 
 
 
Total future lease receivables
 
282,767

 
185,533

The amounts shown in the table above include the Group's share of operating leases of joint ventures.
On some of the abovementioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.
At December 31, 2017 , Euronav and its subsidiaries, without joint ventures, have future minimum lease receivables less than one year of USD 54.4 million ( 2016 : USD 108.5 million ) and future minimum lease receivables between 1 and 5 years of USD 0.0 million ( 2016 : USD 35.1 million ).
Following the rationalization of the TI Pool structure in 2017 (see Note 23), Tankers International Ltd. ("TIL") became the disponent owner of all of the vessels in the TI Pool as all the vessels are now time chartered with a duration of 1 year to TIL at a floating rate equivalent to the average spot rate achieved by the pool times the pool points assigned to each vessel. At December 31, 2017, 24 of our VLCC vessels were employed in the TI Pool under such floating time charters. Given the variable nature of the time charter rates, there are no minimum lease receivables for these contracts and therefore, these floating time charters are not included in the table above.

F-62
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 19 - Operating leases (Continued)


Non-cancellable operating lease rentals for office space with an average duration of 5 years are receivable as follows:
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Less than 1 year
 
726

 
806

Between 1 and 5 years
 
2,903

 
2,644

More than 5 years
 
233

 
878

 
 
 
 
 
Total future lease receivables
 
3,862

 
4,328

The above operating lease rentals receivable relate entirely to the Group's leased offices for Euronav UK.
Euronav UK has sublet part of the office space to four different subtenants, starting in 2014 .
Amounts recognized in profit and loss
(in thousands of USD)
 
2017
 
2016
 
2015
Bareboat charter
 
—

 
—

 
—

Time charter
 
118,705

 
140,227

 
126,091

Office rental
 
840

 
878

 
879

 
 
 
 
 
 
 
Total recognized in profit and loss
 
119,545

 
141,105

 
126,970


Note 20 - Provisions and contingencies
The Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group's financial position.

F-63
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



Note 21 - Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries (see Note 23) and equity-accounted investees (see Note 25) and with its directors and executive officers (see Note 22).
Transactions with key management personnel
The total amount of the remuneration paid to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:
(in thousands of EUR)
 
2017
 
2016
 
2015
Total remuneration
 
1,015

 
1,145

 
1,591

The Remuneration Committee annually reviews the remuneration of the members of the Executive Committee. The remuneration (excluding the CEO) consists of a fixed and a variable component and can be summarized as follows:
(in thousands of EUR)
 
2017
 
2016
 
2015
Total fixed remuneration
 
1,176

 
1,175

 
1,176

of which
 
 
 
 
 
 
Cost of pension
 
35

 
35

 
35

Other benefits
 
58

 
57

 
57

 
 
 
 
 
 
 
Total variable remuneration
 
1,331

 
1,042

 
2,392

of which
 
 
 
 
 
 
Share-based payments
 
597

 
351

 
1,010

All amounts mentioned refer to the Executive Committee in its official composition throughout 2017 .
The remuneration of the CEO can be summarized as follows:
(in thousands of GBP)
 
2017
 
2016
 
2015
Total fixed remuneration
 
407

 
405

 
405

of which
 
 
 
 
 
 
Cost of pension
 
—

 
—

 
—

Other benefits
 
13

 
11

 
11

 
 
 
 
 
 
 
Total variable remuneration
 
528

 
437

 
863

of which
 
 
 
 
 
 
Share-based payments
 
233

 
171

 
333

Within the framework of a stock option plan, the board of directors has granted on December 16, 2013 options on its 1,750,000 treasury shares to the members of the Executive Committee for no consideration but with conditions (see Note 22). 525,000 options were granted to the CEO and 1,225,000 options were granted to the other members of the Executive Committee. The exercise price of the options is EUR 5.7705 . All of the beneficiaries have accepted the options granted to them. In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options. In 2017 Euronav did not buy back or dispose of any own shares. At the date of this report all of the remaining options are vested. In addition, the board of directors has granted on February 12, 2015 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. On February 2, 2016, the board of directors granted 54,616 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award (see Note 22). On February 9, 2017 the board of directors granted 66,449 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair

F-64
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 21 - Related parties continued

market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award (see Note 22).
Relationship with CMB
In 2004, Euronav split from Compagnie Maritime Belge (CMB). CMB renders some administrative and general services to Euronav. In 2017 CMB invoiced a total amount of USD 34,928 ( 2016 : USD 17,731 and 2015 : USD 0 ).
Properties
The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB and Exmar. Under this lease, the Group paid an annual rent of USD [ 179,079 ] in 2017 ( 2016 : USD 175,572 and 2015 : USD 178,104 ). This lease expires on August 31, 2021.
The Group leases office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, from Nea Dimitra Ktimatiki Kai Emporik S.A., an entity controlled by Ceres Shipping. Mr. Livanos, a former member of our board acting as permanent representative of TankLog until his resignation on December 3, 2015, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, the Group paid an annual rent of USD 183,766 in 2017 ( 2016 : USD 199,873 and 2015 : USD 184,791 ). This lease expires on December 31, 2017.
The Group subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos. Under these subleases, the Company received in 2017 a rent of USD 416,995 ( 2016 : USD 443,643 and 2015 : USD 495,507 ). This sublease expires on April 27, 2023.
The Company also subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated 25 September 2014, with Tankers (UK) Agencies Limited, a 50-50 joint venture with International Seaways. Under this sublease, the Company received in 2017 a rent of USD 218,894 ( 2016 : USD 232,882 and 2015 : USD 260,108 ). This sublease expires on April 27, 2023.
Registration Rights
On January 28, 2015 the Group entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman, Marc Saverys, or the Saverco Shareholders.
Pursuant to the registration rights agreement, each of the Ceres Shareholders as a group and the Saverco Shareholders as a group will be able to piggyback on the others' demand registration. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group's shares is declared effective. Once we are eligible to do so, commencing 12 calendar months after the Ordinary Shares have been registered under the Exchange Act, the Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement. At December 31, 2017 , no rights were exercised by any of the parties under the registration rights agreement.
Transactions with subsidiaries and joint ventures
The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions which are always similar for the other party involved in the joint venture in question (see below and Note 25).
On 20 May, 2016, the Group announced that it had agreed with Bretta Tanker Holdings Inc. ("Bretta") to terminate its Suezmax joint ventures and to enter into a share swap and claims transfer agreement. The joint ventures covered four Suezmax vessels: the Captain Michael (2012 - 157,648 dwt), the Maria (2012 - 157,523 dwt), the Eugenie (2010 - 157,672 dwt) and the Devon (2011 - 157,642 dwt). Euronav assumed full ownership of the two companies owning the two youngest vessels, the Captain Michael and the Maria , and Bretta assumed full ownership of the two companies owning the Eugenie and the Devon (see Note 24).

F-65
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 21 - Related parties continued

Balances and transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of outstanding balances and transactions between the Group and its joint ventures are disclosed below:
As of end for the year ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
(in thousands of USD)
 
Trade receivables

 
Trade payables

 
Shareholders Loan

 
Turnover

 
Dividend Income

TI Africa Ltd
 
241

 
—

 
137,615

 
360

 
—

TI Asia Ltd
 
303

 
—

 
65,897

 
360

 
—

Fiorano Shipholding Ltd
 
—

 
—

 
—

 
265

 
—

Fontvieille Shipholding Ltd
 
—

 
—

 
—

 
249

 
—

Larvotto Shipholding Ltd
 
—

 
—

 
—

 
275

 
—

Moneghetti Shipholding Ltd
 
—

 
—

 
—

 
287

 
—

Great Hope Enterprises Ltd
 
—

 
—

 
—

 
 
 
28

Kingswood Co. Ltd
 
—

 
—

 
—

 
 
 
23,450

Total
 
544

 
—

 
203,512

 
1,796

 
23,478

 
 
 
 
 
 
 
 
 
 
 
As of end for the year ended December 31, 2017
 
 
 
 
 
 
(in thousands of USD)
 
Trade receivables

 
Trade payables

 
Shareholders Loan

 
Turnover

 
Dividend Income

 
 
 
 
 
 
 
 
 
 
 
TI Africa Ltd
 
30

 
50

 
100,115

 
372

 
—

TI Asia Ltd
 
130

 
—

 
62,647

 
372

 
—

Kingswood Co. Ltd
 
—

 
—

 
—

 
—

 
1,250

Tankers Agencies (UK) Ltd
 
134

 
137

 
—

 
—

 
—

Total
 
294

 
187

 
162,762

 
744

 
1,250

Guarantees
The Group provided guarantees to financial institutions that provided credit facilities to joint ventures of the Group. As of December 31, 2016 , the total amount outstanding under these credit facilities was USD 75.3 million , of which the Group guaranteed USD 37.7 million . As of December 31, 2017 , these credit facilities and the related guarantees had expired (see Note 25).

F-66
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017



Note 22 - Share-based payment arrangements
Description of share-based payment arrangements:
At December 31, 2017 , the Group had the following share-based payment arrangements:
Share option programs (Equity-settled)
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel.
The Group intends to use its treasury shares to settle its obligations under this program. The key terms and conditions related to the grants under these programs are as follows:
Grant date/employees entitled
 
Number of instruments
 
Vesting Conditions
 
Contractual life of Options
Options granted to key management personnel
 
 
 
 
 
 
December 16, 2013 ("Tranche 1")
 
583,000
 
Share price to be at least EUR 7.5
 
5 years
December 16, 2013 ("Tranche 2")
 
583,000
 
Share price to be at least EUR 8.66
 
5 years
December 16, 2013 ("Tranche 3")
 
583,000
 
Share price to be at least EUR 11.54 and US listing
 
5 years
Total Share options
 
1,750,000
 
 
 
 
In addition, 50% of the options can only be exercised at the earliest if the shares of the Group are admitted for listing in a recognized US listing exchange platform (the "listing event"). The other 50% can only be exercised 1 year after the listing event. If the Group's shares had not been listed on a US listing exchange, then only 2/3 of the shares would be exercisable and would have to meet the first 2 vesting conditions listed above.
Long term incentive plan 2015 (Equity-settled)
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units ('RSU's'), which will be paid out in cash with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date.
Long term incentive plan 2016 (Cash-settled)
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016.
Long term incentive plan 2017 (Cash-settled)
The Group's Board of Directors implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017.

Measurement of Fair Value

The fair value of the employee share options under the 2013 program and the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.

F-67
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 22 - Share-based payment arrangements (Continued)

The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:
 
 
Share option program 2013
 
LTIP 2015
(figures in EUR)
 
Tranche 1
 
Tranche 2
 
Tranche 3
 
Tranche 1
 
Tranche 2
 
Tranche 3
Fair value at grant date
 
2.270

 
2.260

 
2.120

 
1.853

 
1.853

 
1.853

Share price at grant date
 
6.070

 
6.070

 
6.070

 
10.050

 
10.050

 
10.050

Exercise price
 
5.770

 
5.770

 
5.770

 
10.0475

 
10.0475

 
10.0475

Expected volatility (weighted average)
 
40
%
 
40
%
 
40
%
 
39.63
%
 
39.63
%
 
39.63
%
Expected life (Days) (weighted average)
 
303

 
467

 
730

 
365

 
730

 
1,095

Expected dividends
 
—

 
—

 
—

 
8
%
 
8
%
 
8
%
Risk-free interest rate
 
1
%
 
1
%
 
1
%
 
0.66
%
 
0.66
%
 
0.66
%
Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.
The fair value of the RSUs under the 2015 LTIP was measured with reference to the Euronav share price at the grant date. All of the RSUs granted on February 12, 2015 remained outstanding as of December 31, 2017 and had not yet vested.
The liability in respect of its obligations under the LTIP 2016 and LTIP 2017 is measured based on the Company's share price at the reporting date and taking into account the extent to which the services have been rendered to date. All of the phantom stocks granted on February 2, 2016 and February 9, 2017 respectively, remained outstanding as of December 31, 2017 . The Company's share price was EUR 10.613 at the grant date of the LTIP 2016 and EUR 7.268 at the grant date of the LTIP 2017, and was EUR 7.684 as at December 31, 2017 .
Expenses recognized in profit or loss
For details on related employee benefits expense see Note 5. The expenses related to the LTIP 2016 and LTIP 2017 (USD 0.7 million ) are included in the Provision for employee benefits.
Reconciliation of outstanding share options
The number and weighted-average exercise prices of options under the 2013 share option program and the 2015 LTIP are as follows:
(figures in EUR)
 
Number of options 2017
 
Weighted average exercise price 2017
 
Number of options 2016
 
Weighted average exercise price 2016
Outstanding at January 1
 
586,590

 
7.495

 
703,257

 
7.209

Forfeited during the year
 
0

 
0

 
0

 
0

Exercised during the year
 
—

 
—

 
(116,667
)
 
5.770

Granted during the year
 
0

 
0

 
—

 
—

Outstanding at December 31
 
586,590

 
7.495

 
586,590

 
7.495

Vested at December 31
 
507,726

 
0

 
428,863

 
0

In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options under the 2013 program. In 2017 Euronav did not buy back or dispose of any own shares.
The weighted-average share price at the date of exercise for the share options exercised in 2016 was EUR 8.99 .

F-68
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 23 - Group entities
 
 
Country of incorporation
 
Consolidation method
 
Ownership interest
 
 
 
 
 
 
December 31, 2017

 
December 31, 2016

 
December 31, 2015

Parent
 
 
 
 
 
 
 
 
 
 
Euronav NV
 
Belgium
 
full
 
100.00
%
 
100.00
%
 
100.00
%
 
 
 
 
 
 
 
 
 
 
 
Subsidiaries
 
 
 
 
 
 
 
 
 
 
Euronav Tankers NV
 
Belgium
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Shipping NV
 
Belgium
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav (UK) Agencies Limited
 
UK
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Luxembourg SA
 
Luxembourg
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav sas
 
France
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Ship Management sas
 
France
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Ship Management Ltd
 
Liberia
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Ship Management Hellas (branch office)
 
 
 
 
 
 
 
 
 
 
Euronav Hong Kong
 
Hong Kong
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euro-Ocean Ship Management (Cyprus) Ltd
 
Cyprus
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Euronav Singapore
 
Singapore
 
full
 
100.00
%
 
100.00
%
 
100.00
%
Fiorano Shipholding Ltd
 
Hong Kong
 
full
 
100.00
%
 
100.00
%
 
NA

Larvotto Shipholding Ltd
 
Hong Kong
 
full
 
100.00
%
 
100.00
%
 
NA

Euronav MI Inc
 
Marshall Islands
 
full
 
100.00
%
 
NA

 
NA

 
 
 
 
 
 
 
 
 
 
 
Joint ventures
 
 
 
 
 
 
 
 
 
 
Fiorano Shipholding Ltd
 
Hong Kong
 
equity
 
NA

 
NA

 
50.00
%
Fontvieille Shipholding Ltd
 
Hong Kong
 
equity
 
NA

 
NA

 
50.00
%
Great Hope Enterprises Ltd
 
Hong Kong
 
equity
 
NA

 
NA

 
50.00
%
Kingswood Co. Ltd
 
Marshall Islands
 
equity
 
50.00
%
 
50.00
%
 
50.00
%
Larvotto Shipholding Ltd
 
Hong Kong
 
equity
 
NA

 
NA

 
50.00
%
Moneghetti Shipholding Ltd
 
Hong Kong
 
equity
 
NA

 
NA

 
50.00
%
TI Africa Ltd
 
Hong Kong
 
equity
 
50.00
%
 
50.00
%
 
50.00
%
TI Asia Ltd
 
Hong Kong
 
equity
 
50.00
%
 
50.00
%
 
50.00
%
Tankers Agencies (UK) Ltd
 
UK
 
equity
 
50.00
%
 
NA

 
NA

Tankers International LLC
 
Marshall Islands
 
equity
 
50.00
%
 
NA

 
NA

 
 
 
 
 
 
 
 
 
 
 
Associates
 
 
 
 
 
 
 
 
 
 
Tankers International LLC
 
Marshall Islands
 
equity
 
NA

 
40.00
%
 
40.00
%
In 2015 two joint ventures, Asia Conversion Corporation and Africa Conversion Corporation, were dissolved.
In 2016 , the Group transferred its equity interests in Moneghetti Shipholding Ltd. and Fontvieille Shipholding Ltd. and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. As a result, the Group's equity interest in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100% (see Note 24). In 2016 one joint venture, Great Hope Enterprises Ltd was dissolved.
In the fourth quarter of 2017, Euronav NV incorporated a new subsidiary, Euronav MI Inc (see Note 26).

In 2017, the corporate structure of Tankers International pool (“TI Pool”) was rationalized. Under the new structure, the shares of Tankers UK Agencies (“TUKA”), fully held at the time by Tankers International LLC (“TI LLC”), an entity incorporated under the laws of the Marshall Islands, have been distributed to the two remaining founding members of the TI Pool (namely Euronav NV and International Seaways INC), to form a 50-50 joint venture.

F-69
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 23 - Group entities (Continued)


Further, following the withdrawal in December 2017 of one of its members, TI LLC, which was previously an associate of the Group, became a joint venture of the Group as from that time.

Additionally, a new company, Tankers International Ltd. ("TIL"), was incorporated under the laws of the United Kingdom, and is fully owned by TUKA. TIL became the disponent owner of all of the vessels in the TI Pool as all the vessels are now time chartered to TIL at a floating rate equivalent to the average spot rate achieved by the pool times the pool points assigned to each vessel.

This new structure allowed the TI Pool to arrange for a credit line financing in order to lower the working capital requirement for the Pool participants which potentially can attract additional pool participants.

At December 31, 2017, the Group held 50% of the voting rights in TUKA but held 61% of the outstanding shares that participate in the result of the entity. As Euronav acquired ownership of these shares on December 28, 2017, the Group's share of the profit of the entity, as well as the Group's balances and transactions with this joint venture were not significant as of and for the year ended December 31, 2017.

At December 31, 2017, the Group held 50% of the voting rights in TI LLC but held 59% of the outstanding shares that participate in the result of the entity. The Group's share of the profit of the entity, as well as the Group's balances and transactions with this joint venture were not significant as of and for the year ended December 31, 2017.

Note 24 - Business combinations
On May 20, 2016, the Group announced the termination of the joint ventures with Bretta Tanker Holdings, Inc. covering four Suezmax vessels. Euronav assumed full ownership of the companies owning the two youngest vessels, the Captain Michael (2012 - 157,648 dwt) and the Maria (2012 - 157,523 dwt) on June 2, 2016.
On June 2, 2016, the Group entered into a share swap and claims transfer agreement whereby:
•
The Group transferred its equity interests in Moneghetti Shipholding Ltd. (hereafter 'Moneghetti') and Fontvieille Shipholding Ltd. (hereafter 'Fontvieille') and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. (hereafter 'Fiorano') and Larvotto Shipholding Ltd. (hereafter 'Larvotto'); and
•
The Group transferred its claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta Tanker Holdings' claims arising from the shareholder loans to Fiorano and Larvotto.
As a result, the Group's equity interest in both Fiorano and Larvotto increased from 50% to 100% giving the Group control of both companies. The Group no longer has an equity interest in Moneghetti and Fontvieille. Before the swap agreement, the Group accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016.
With this transaction, the Group has become the full owner of the two youngest vessels, the Captain Michael and the Maria , while Bretta has become the full owner of the Devon and the Eugenie .
Consideration transferred
(in thousands of USD)
Fair value at acquisition date
Cash
15,110

Shares in Fontvieille and Moneghetti
(21,498
)
Shareholders' loan receivable
39,973

 
 
Total consideration transferred
33,585


F-70
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 24 - Business combinations ( continued)



Contribution to revenue and profit/loss
Since their acquisition by the Group on June 2, 2016, the 2 acquired companies contributed revenue of USD 4.8 million and a profit of USD 0.1 million to the Group's consolidated results for the year ended December 31, 2016. If the acquisition had occurred on 1 January 2016, management estimates that the Group's consolidated revenue for the year ended December 31, 2016 would have been USD 698.3 million and consolidated profit for the twelve month period ended December 31, 2016 would have been USD 205.1 million . In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2016.
Acquisition related costs
The Group did not incur any material acquisition-related costs for the business combination and these costs were expensed as incurred.
Step acquisition
The transaction resulted in a loss of USD 24.2 million . This loss was recognized in the consolidated statement of profit or loss for the year ended December 31, 2016 under the heading 'Loss on disposal of investments in equity accounted investees'. In accordance with IFRS 3 (Business Combinations), Euronav accounted for this transaction as a step acquisition and therefore had to re-measure at the acquisition date to fair value Euronav's non-controlling equity interest in the two joint ventures it acquired (loss of USD 13.5 million ) as well as to measure at fair value the consideration transferred, including Euronav's interest in the other two joint ventures (loss of USD 10.7 million ). At acquisition date, the fair value of the Group's non-controlling interest in the two acquired joint ventures amounted to USD (18.6) million .
Identifiable assets acquired and liabilities assumed
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
(in thousands of USD)
Fair value at acquisition date
Property, plant and equipment (Note 8)
120,280

Trade receivables
3,685

Cash and cash equivalents
8,355

Loans and borrowings (Note 15)
(61,065
)
Trade and other payables
(4,086
)
 
 

Total identifiable net assets acquired
67,169

Measurement of fair values
Assets acquired
Valuation techniques
Property, plant and equipment
The price was agreed among parties by reference to valuation reports by brokers
Goodwill
The transaction did not give rise to the recognition of any goodwill:
(in thousands of USD)
Fair value at acquisition date
Consideration transferred
33,585

Fair value of pre-existing interests in Larvotto and Fiorano
(18,633
)
Fair value of identifiable net assets
(67,169
)
Fair value of shareholders' loan liabilities versus Bretta Tanker Holdings, transferred to Euronav
52,217

 
 

Goodwill
—


F-71
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 24 - Business combinations ( continued)



Merger with Gener8 Maritime, Inc.
On December 21, 2017, Euronav announced that the Company has reached an agreement on a stock-for-stock merger for the entire issued and outstanding share capital of Gener8 Maritime, Inc. (“Gener8“) pursuant to which Gener8 would become a wholly-owned subsidiary of Euronav. The “Exchange Ratio“ of 0.7272 Euronav shares for each share of Gener8 is expected to result in the issuance of approximately 60.9 million new Euronav shares to Gener8 shareholders. The Exchange Ratio implies a premium of 35% paid on Gener8 shares based on the closing share prices on 20 December 2017. The merger will result in Euronav shareholders owning approximately 72% of the issued share capital of the combined entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). The merger is subject to the approval of Gener8’s shareholders, the consent of certain of Gener8’s lenders to assign certain debt facilities to the combined entity, the effectiveness of a registration statement to be filed by Euronav with the U.S. Securities and Exchange Commission (the “SEC”) to register the Euronav shares to be issued in the merger (the “New Registration Statement”), the listing of such shares on the New York Stock Exchange (the “NYSE”) and other customary closing conditions. Certain of these closing conditions are substantive, and these conditions have not yet been met. The Gener8 shares will be contributed to Euronav in application of the Belgian Companies Code procedure of a capital increase through contribution in kind. The increase of the Euronav share capital will occur under the existing authorized capital of USD 150.0 million .


F-72
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 25 - Equity-accounted investees
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Assets
 
 
 
 
Interest in joint ventures
 
30,595

 
16,867

Interest in associates
 
—

 
1,546

TOTAL ASSETS
 
30,595

 
18,413

 
 
 
 
 
Liabilities
 
 
 
 
Interest in joint ventures
 
—

 
—

Interest in associates
 
—

 
—

TOTAL LIABILITIES
 
—

 
—

Associates
(in thousands of USD)
 
December 31, 2017
 
December 31, 2016
Carrying amount of interest at the beginning of the period
 
1,546

 
1,212

Group's share of profit (loss) for the period
 
149

 
334

Dividend in kind (shares TUKA) distributed by associate (Note 23)
 
(1,559
)
 
—

Reclassification of associate to joint venture (Note 23)
 
(136
)
 
—

Carrying amount of interest at the end of the period
 
—

 
1,546



F-73
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

Joint Ventures
The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:
 
 
ASSET
 
LIABILITY
(in thousands of USD)
 
Investments in equity accounted investees
 
Shareholders loans
 
Investments in equity accounted investees
 
Shareholders loans
Gross balance
 
(89,338
)
 
363,414

 
(5,880
)
 
—

Offset investment with shareholders loan
 
105,643

 
(105,643
)
 
—

 
—

Balance at January 1, 2015
 
16,305

 
257,771

 
(5,880
)
 
—

 
 
 
 
 
 
 
 
 
Group's share of profit (loss) for the period
 
51,407

 
—

 
—

 
—

Group's share of other comprehensive income
 
1,610

 
—

 
—

 
—

Capital increase/(decrease) in joint ventures
 
(1,499
)
 
—

 
5,880

 
—

Dividends received from joint ventures
 
(275
)
 
—

 
—

 
—

Movement shareholders loans to joint ventures
 
—

 
(45,665
)
 
—

 
—

 
 
 
 
 
 
 
 
 
Gross balance
 
(38,095
)
 
317,749

 
—

 
—

Offset investment with shareholders loan
 
58,520

 
(58,520
)
 
—

 
—

Balance at December 31, 2015
 
20,425

 
259,229

 
—

 
—

 
 
 
 
 
 
 
 
 
Group's share of profit (loss) for the period
 
40,161

 
—

 
—

 
—

Group's share of other comprehensive income
 
1,224

 
—

 
—

 
—

Group's share on upstream transactions
 
4,646

 
—

 
—

 
—

Capital increase/(decrease) in joint ventures
 
(3,737
)
 
—

 
—

 
—

Dividends received from joint ventures
 
(23,478
)
 
—

 
—

 
—

Movement shareholders loans to joint ventures
 
—

 
(18,499
)
 
—

 
—

Business combinations
 
15,981

 
(95,738
)
 
—

 
—

 
 
 
 
 
 
 
 
 
Gross balance
 
(3,298
)
 
203,512

 
—

 
—

Offset investment with shareholders loan
 
20,165

 
(20,165
)
 
—

 
—

Balance at December 31, 2016
 
16,867

 
183,348

 
—

 
—


F-74
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

 
 
ASSET
 
LIABILITY
(in thousands of USD)
 
Investments in equity accounted investees
 
Shareholders loans
 
Investments in equity accounted investees
 
Shareholders loans
Group's share of profit (loss) for the period
 
29,933

 
—

 
—

 
—

Group's share of other comprehensive income
 
483

 
—

 
—

 
—

Dividends received from joint ventures
 
(1,250
)
 
—

 
—

 
—

Dividend in kind (shares TUKA) received from associate (Note 23)
 
1,559

 
—

 
—

 
—

Reclassification of associate to joint venture (Note 23)
 
136

 
—

 
—

 
—

Movement shareholders loans to joint ventures
 
—

 
(40,750
)
 
—

 
—

 
 
 
 
 
 
 
 
 
Gross balance
 
27,565

 
162,763

 
—

 
—

Offset investment with shareholders loan
 
3,030

 
(3,030
)
 
—

 
—

Balance at December 31, 2017
 
30,595

 
159,733

 
—

 
—

The Group's share on upstream transactions in 2016 related to the buy-out of the joint venture partner to obtain full control of the VLCC V.K. Eddie . On November 23, 2016, the Group purchased the VLCC V.K. Eddie from its 50% joint venture Seven Seas Shipping Ltd. In the Group's consolidated financial statements, 50% of the gain recognized on this transaction by Seven Seas Shipping Ltd. was eliminated.
The decrease in the balance of shareholders' loans to joint ventures since December 31, 2015 is primarily due to the disposal of two joint ventures and the acquisition two of other joint ventures on June 2, 2016, as set out in Note 24, resulting in the settlement or consolidation, respectively, of the Group's shareholders' loan balances versus these entities. For more details, we refer to the table summarizing the financial information of the Groups' joint ventures further below.
Joint venture
Segment
Description
Great Hope Enterprises Ltd
Tankers
No operating activities, liquidated in 2016
Kingswood Co. Ltd
Tankers
Holding company; parent of Seven Seas Shipping Ltd. and to be liquidated in the future
Seven Seas Shipping Ltd
Tankers
Formerly owner of 1 VLCC bought in 2016 by Euronav. Wholly owned subsidiary of Kingswood Co. Ltd.
Fiorano Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, acquired Bretta's equity interest in 2016
Larvotto Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, acquired Bretta's equity interest in 2016
Fontvieille Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
Moneghetti Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
Tankers Agencies (UK) Ltd
Tankers
Parent company of Tankers International Ltd
Tankers International LLC
Tankers
The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs

TI Africa Ltd
FSO
Operator and owner of a single floating storage and offloading facility (FSO Africa) *
TI Asia Ltd
FSO
Operator and owner of a single floating storage and offloading facility (FSO Asia) *
* Both FSO Asia and FSO Africa are on a time charter contract to North Oil Company (NOC), the new operator of Al Shaheen field, until mid-2022.

F-75
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

The following table contains summarized financial information for all of the Group's joint ventures:
 
 
Asset
 
Liability
(in thousands of USD)
 
Great Hope Enterprises Ltd

 
Kingswood Co. Ltd

 
Seven Seas Shipping Ltd

 
Fiorano Shipholding Ltd

 
Fontvieille Shipholding Ltd

 
Larvotto Shipholding Ltd

 
Moneghetti Shipholding Ltd

 
TI Africa Ltd

 
TI Asia Ltd

 
Total

 
Africa Conversion Corp

 
Asia Conversion Corp

 
Total

December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage ownership interest
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Current assets
 
—

 
520

 
33,052

 
78,031

 
65,837

 
73,234

 
70,159

 
215,184

 
208,405

 
744,422

 
—

 
—

 
—

of which Vessel
 
—

 
—

 
33,052

 
78,031

 
65,837

 
73,234

 
70,159

 
208,030

 
200,452

 
728,795

 
—

 
—

 
—

Current Assets
 
102

 
489

 
7,463

 
6,498

 
4,195

 
7,873

 
7,219

 
12,144

 
41,744

 
87,727

 
—

 
—

 
—

of which cash and cash equivalents
 
59

 
—

 
1,528

 
552

 
186

 
1,578

 
4,891

 
880

 
30,465

 
40,139

 
—

 
—

 
—

Non-Current Liabilities
 
—

 
—

 
521

 
84,094

 
77,485

 
81,424

 
79,647

 
303,018

 
223,552

 
849,740

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
27,813

 
30,470

 
29,143

 
43,750

 
—

 
75,343

 
206,519

 
—

 
—

 
—

Current Liabilities
 
15

 
2

 
239

 
5,981

 
6,656

 
6,621

 
7,099

 
1,155

 
30,832

 
58,601

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
4,250

 
4,000

 
3,970

 
4,000

 
—

 
28,858

 
45,078

 
—

 
—

 
—

Net assets (100%)
 
87

 
1,007

 
39,755

 
(5,546
)
 
(14,109
)
 
(6,939
)
 
(9,368
)
 
(76,845
)
 
(4,235
)
 
(76,192
)
 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of net assets
 
43

 
504

 
19,878

 
(2,773
)
 
(7,054
)
 
(3,469
)
 
(4,684
)
 
(38,423
)
 
(2,118
)
 
(38,096
)
 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders loans to joint venture
 
—

 
—

 
—

 
28,141

 
23,507

 
26,141

 
17,949

 
149,615

 
72,397

 
317,750

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Carrying amount of interest in joint venture
 
43

 
504

 
19,878

 
—

 
—

 
—

 
—

 
—

 
—

 
20,424

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining shareholders loan to joint venture
 
—

 
—

—

—

—

25,368

—

16,453

—

22,672

—

13,265

—

111,193

—

70,280

—

259,229

—

—

—

—

—

—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
1

 
—

 
18,701

 
21,050

 
21,509

 
22,837

 
21,317

 
64,627

 
64,382

 
234,425

 
—

 
—

 
—

Depreciations and amortization
 
—

 
—

 
(3,601
)
 
(4,852
)
 
(4,832
)
 
(4,571
)
 
(4,630
)
 
(18,209
)
 
(17,933
)
 
(58,628
)
 
—

 
—

 
—

Interest Expense
 
—

 
—

 
(102
)
 
(530
)
 
(851
)
 
(644
)
 
(1,170
)
 
(1,220
)
 
(6,106
)
 
(10,623
)
 
—

 
—

 
—

Income tax expense
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
259

 
106

 
365

 
—

 
—

 
—

Profit (loss) for the period (100%)
 
3

 
(4
)
 
11,791

 
6,361

 
6,330

 
6,762

 
5,661

 
35,329

 
30,580

 
102,814

 
—

 
—

 
—


F-76
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

Other comprehensive income (100%)
 
—

 
—

 
—

 
—

 
—

 
 
 
—

 
—

 
3,220

 
3,220

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of profit (loss) for the period
 
2

 
(2
)
 
5,895

 
3,181

 
3,165

 
3,381

 
2,831

 
17,664

 
15,290

 
51,407

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,610

 
1,610

 
—

 
—

 
—

 
 
Asset
 
Liability
(in thousands of USD)
 
Great Hope Enterprises Ltd

 
Kingswood Co. Ltd

 
Seven Seas Shipping Ltd

 
Fiorano Shipholding Ltd

 
Fontvieille Shipholding Ltd

 
Larvotto Shipholding Ltd

 
Moneghetti Shipholding Ltd

 
TI Africa Ltd

 
TI Asia Ltd

 
Total

 
Africa Conversion Corp

 
Asia Conversion Corp

 
Total

At December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage ownership interest
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
 
 
50
%
 
50
%
 
 
Non-Current assets
 
—

 
946

 
—

 
—

 
—

 
—

 
—

 
198,826

 
192,344

 
392,116

 
—

 
—

 
—

of which Vessel
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
189,821

 
182,519

 
372,340

 
—

 
—

 
—

Current Assets
 
—

 
76

 
3,221

 
—

 
—

 
—

 
—

 
38,206

 
47,889

 
89,392

 
—

 
—

 
—

of which cash and cash equivalents
 
—

 
—

 
555

 
—

 
—

 
—

 
—

 
26,928

 
36,591

 
64,074

 
—

 
—

 
—

Non-Current Liabilities
 
—

 
—

 
946

 
—

 
—

 
—

 
—

 
276,498

 
132,763

 
410,207

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Current Liabilities
 
—

 
2

 
132

 
—

 
—

 
—

 
—

 
863

 
76,899

 
77,896

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
75,343

 
75,343

 
—

 
—

 
—

Net assets (100%)
 
—

 
1,020

 
2,143

 
—

 
—

 
—

 
—

 
(40,329
)
 
30,571

 
(6,595
)
 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of net assets
 
—

 
510

 
1,072

 
—

 
—

 
—

 
—

 
(20,165
)
 
15,285

 
(3,298
)
 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders loans to joint venture
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
137,615

 
65,897

 
203,512

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Carrying amount of interest in joint venture
 
—

 
510

 
1,072

 
—

 
—

 
—

 
—

 
—

 
15,285

 
16,867

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining shareholders loan to joint venture
 
—

 
—

—

—

—

—

—

—

—

—

—

—

—

117,451

—

65,897

—

183,348

—

—

—

—

—

—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
—

 
—

 
13,646

 
7,182

 
6,404

 
6,901

 
7,471

 
65,188

 
65,063

 
171,855

 
—

 
—

 
—


F-77
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

Depreciations and amortization
 
—

 
—

 
(3,344
)
 
(2,047
)
 
(2,037
)
 
(1,929
)
 
(2,049
)
 
(18,209
)
 
(17,933
)
 
(47,548
)
 
—

 
—

 
—

Interest Expense
 
—

 
—

 
(3
)
 
(223
)
 
(377
)
 
(288
)
 
(537
)
 
(400
)
 
(4,703
)
 
(6,531
)
 
—

 
—

 
—

Income tax expense
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(326
)
 
(106
)
 
(432
)
 
—

 
—

 
—

Profit (loss) for the period (100%)
 
(32
)
 
12

 
7,469

 
1,146

 
500

 
1,082

 
1,270

 
36,515

 
32,359

 
80,322

 
—

 
—

 
—

Other comprehensive income (100%)
 
—

 
—

 
—

 
—

 
—

 
 
 
—

 
—

 
2,448

 
2,448

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of profit (loss) for the period
 
(16
)
 
6

 
3,735

 
573

 
250

 
541

 
635

 
18,257

 
16,180

 
40,161

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,224

 
1,224

 
—

 
—

 
—

 
Asset
 
Liability
(in thousands of USD)
 
Kingswood Co. Ltd

 
Seven Seas Shipping Ltd

 
TI Africa Ltd

 
TI Asia Ltd

 
Tankers Agencies (UK) Ltd (see Note 23)

 
TI LLC (see Note 23)

 
Total

 
Africa Conversion Corp

 
Asia Conversion Corp

 
Total

At December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage ownership interest
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
50
%
 
 
 
50
%
 
50
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Current assets
 
629

 
—

 
182,298

 
175,826

 
363

 
98

 
359,214

 
—

 
—

 
—

of which Vessel
 
—

 
—

 
171,612

 
164,587

 
—

 
—

 
336,199

 
—

 
—

 
—

Current Assets
 
—

 
993

 
12,639

 
10,521

 
149,650

 
1,108

 
174,912

 
—

 
—

 
—

of which cash and cash equivalents
 
—

 
689

 
4,062

 
1,968

 
1,889

 
—

 
8,608

 
—

 
—

 
—

Non Current Liabilities
 
—

 
629

 
200,231

 
128,653

 
—

 
—

 
329,514

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Current Liabilities
 
111

 
91

 
766

 
687

 
147,453

 
975

 
150,083

 
—

 
—

 
—

Of which bank loans
 
—

 
—

 
—

 
—

 
43,000

 
—

 
43,000

 
—

 
—

 
—

Net assets (100%)
 
518

 
273

 
(6,060
)
 
57,007

 
2,560

 
232

 
54,530

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of net assets
 
259

 
137

 
(3,030
)
 
28,503

 
1,559

 
136

 
27,565

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders loans to joint venture
 
—

 
—

 
100,115

 
62,647

 
—

 
—

 
162,762

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Carrying amount of interest in joint venture
 
259

 
137

 
—

 
28,503

 
1,559

 
136

 
30,595

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

F-78
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

Remaining shareholders loan to joint venture
 
—


—


97,085


62,647


—

 
—

 
159,732


—


—

—

—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
—

 
61

 
61,015

 
58,011

 
—

 
—

 
119,087

 
—

 
—

 
—

Depreciations and amortization
 
—

 
—

 
(18,209
)
 
(17,933
)
 
—

 
—

 
(36,142
)
 
—

 
—

 
—

Interest Expense
 
—

 
—

 
(90
)
 
(1,961
)
 
—

 
—

 
(2,052
)
 
—

 
—

 
—

Income tax expense
 
—

 
—

 
383

 
(3,359
)
 
—

 
—

 
(2,976
)
 
—

 
—

 
—

Profit (loss) for the period (100%)
 
(2
)
 
130

 
34,269

 
25,467

 
—

 
—

 
59,865

 
—

 
—

 
—

Other comprehensive income (100%)
 
—

 
—

 
—

 
966

 
—

 
—

 
966

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of profit (loss) for the period
 
(1
)
 
65

 
17,135

 
12,734

 
—

 
—

 
29,932

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group's share of other comprehensive income
 
—

 
—

 
—

 
483

 
—

 
—

 
483

 
—

 
—

 
—

Loans and borrowings
In October 2008, TI Asia Ltd and TI Africa Ltd concluded a USD 500 million senior secured credit facility. The facility consists of a term loan of USD 180 million which was used to finance the acquisition of two ULCC vessels, the TI Asia and the TI Africa respectively from Euronav and International Seaways, Inc. (formerly "OSG") and a project finance loan of USD 320 million which has been used to finance the conversion of the above mentioned vessels into FSO. The tranche related to FSO Asia matured in 2017 and had a rate of Libor plus a margin of 1.15% . The tranche related to FSO Africa matured in August 2013 with a balloon of USD 45.0 million and had a rate of Libor plus a margin of 2.25% . In 2013, the Africa Tranche was extended until 2015 and on August 28, 2015 it was fully repaid.
All bank loans in the joint ventures are secured by the underlying vessel or FSO.
The following table summarizes the terms and debt repayment profile of the bank loans held by the joint ventures:
(in thousands of USD)
 
 
 
 
 
 
 
December 31, 2017
 
December 31, 2016
 
 
Curr.
 
Nominal interest rate
 
Year of mat.
 
Facility size
 
Drawn
 
Carrying value
 
Facility size
 
Drawn
 
Carrying value
TI Asia Ltd *
 
USD
 
libor +1.15%
 
2017

 
—

 
—

 
—

 
75,343

 
75,343

 
75,343

Total interest-bearing bank loans
 
 
 
—

 
—

 
—

 
75,343

 
75,343

 
75,343

* The mentioned secured bank loans are subject to loan covenants such as an Asset Protection clause.
Loan covenant
Because the tranche related to FSO Asia matured in 2017, loan covenants were no longer applicable as at December 31, 2017 .

F-79
EURONAV NV
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017
Note 25 - Equity-accounted investees (Continued)

Interest rate swaps
Two of the Group's JV companies in connection to the FSO conversion project of the TI Asia and TI Africa also entered in two Interest Rate Swap instruments for a combined notional value of USD 480 million (Euronav's share amounts to 50% ). These IRSs were used to hedge the risk related to any fluctuation of the Libor rate and had a duration of 8 years starting respectively in July 2009 and September 2009 for FSO Asia and FSO Africa .
Following the restructuring of the original service contract related to the FSO Africa on January 22, 2010 and the consecutive reduction of financing, the hedge related to that tranche lost its qualification as hedging instrument in a cash flow hedge relationship under IAS 39. As such the cash flows from this IRS affected profit or loss of the joint venture as from 2010 through 2017.
However the hedge related to the financing of FSO Asia qualified fully as a hedging instrument in a cash flow hedge relationship under IAS 39. This instrument was measured at fair value; effective changes in fair value were recognized in equity of the joint venture and the ineffective portion was recorded in profit or loss of the joint venture.
Both IRSs matured in 2017.

Vessels
On June 2, 2016, the Group entered into a share swap and claims transfer agreement (see Note 24). As a result, the Group became the full owner of the two youngest vessels, the Captain Michael (2012 – 157,648 dwt) and the Maria (2012 – 157,523 dwt), while Bretta became the full owner of the Devon and the Eugenie .
On November 23, 2016, Seven Seas Shipping Ltd delivered the VLCC V.K. Eddie (2005 – 305,261 dwt) to the Group after the sale announced on November 2, 2016 for USD 39.0 million . Seven Seas Shipping Ltd recognized a gain of USD 9.3 million on this transaction in the last quarter of 2016 . In the Group's consolidated financial statements, 50% of this gain was eliminated.
There were no capital commitments as of December 31, 2017 , December 31, 2016 and December 31, 2015 .
Cash and cash equivalents
(in thousands of USD)
 
2017
 
2016
 
 
 
 
 
Cash and cash equivalents of the joint ventures
 
8,608

 
64,074

Group's share of cash and cash equivalents
 
4,304

 
32,037

of which restricted cash
 
—

 
6,789


F-80
Table of contents
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2017

Note 26 - Subsidiaries
The Group holds 100% of the voting rights in all of its subsidiaries (see Note 23).
In 2015 one new wholly owned subsidiary, Euronav Singapore Pte Ltd, incorporated in the second quarter of 2015 was included in the consolidation scope.
In 2016 the Group entered into a share swap and claims transfer agreement whereby the Group's equity interest in both Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100% .
In the fourth quarter of 2017 , Euronav NV incorporated a new subsidiary, Euronav MI Inc.

This subsidiary was incorporated in connection with the intended merger with Gener8 Maritime, Inc. (Note 24) and did not have any activities as at December 31, 2017.

Note 27 - Major exchange rates
The following major exchange rates have been used in preparing the consolidated financial statements:
 
 
closing rates
 
average rates
1 XXX = x,xxxx USD
 
December 31, 2017
 
December 31, 2016
 
December 31, 2015
 
2017
 
2016
 
2015
EUR
 
1.1993

 
1.0541

 
1.0887

 
1.1249

 
1.1061

 
1.1154

GBP
 
1.3517

 
1.2312

 
1.4833

 
1.2880

 
1.3662

 
1.5315


Note 28 - Audit fees
The audit fees for the Group amounted to USD 0.9 million ( 2016 : USD 1.0 million and 2015 : USD 0.7 million ). During the year the statutory auditor and persons professionally related to him performed additional audit related services amounting to USD 0.0 million ( 2016 : USD 0.0 million and 2015 : USD 0.2 million ) and tax services for fees of USD 0.0 million ( 2016 : USD 0.0 million and 2015 : 0.0 million ). The 2015 audit related services mainly related to the Group's series of capital transactions, including the Group's US listing.

Note 29 - Subsequent events
On March 22, 2018, the Group signed a loan agreement for an amount of USD 173.6 million with the purpose of financing up to 70 per cent of the aggregate contract price of the four Ice Class Suezmax vessels (see Note 8).
On March 26, 2018, Euronav took delivery of the first Ice Class Suezmax Cap Quebec ( 2018 - 156,600 dwt).
On March 29, 2018, TI Asia Ltd and TI Africa Ltd concluded a USD 220.0 Senior Secured Credit Facility. The facility consists of a term loan of USD 110.0 million and a revolving credit facility of USD 110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The Group provided a guarantee for the revolving credit facility tranche.



F-81


Exhibit 4.29











EURONAV NV
LONG TERM INCENTIVE PLAN 2018




Definitions
“ Acceptance Notification ”
:
means the written notification substantially in the form as attached in Annex A  to this Plan whereby the Beneficiary notifies the Company of his/her full or partial acceptance of the LTIP Grant, in accordance with the provisions set out in this Plan;
“ Affiliated Entity ”
:
means, in relation to any person or legal entity, any undertaking which relates to that person or legal entity as set out in Article 11 of the Belgian Companies Code;
“ Bad Leaver Event ”
:
;
“ Beneficiary ”
:
means (i) a member of the Executive Committee, (ii) a direct report of a member of the Executive Committee; and (iii) any other employee of a Group Company recommended by the Executive Committee and approved by the Board of Directors;
“ Board of Directors ”
:
;
“ Business Day ”
:
;
“ Cause ”
:
means dishonesty, fraud, gross misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by criminal law (except minor violations), in each case determined by the Company’s chief executive officer or, in the case of directors and executive directors, the Remuneration Committee whose determination shall be conclusive and binding;
“ Company ”
:
;
“ Change of Control ”
:
means the occurrence of any of the following events:
(i)      during any period of twenty four (24) consecutive calendar months, individuals who were directors of the Company on the first day of such period cease for any reason to constitute a majority of the Board; or
(ii)      the consummation of an amalgamation, merger, consolidation or similar form of corporate transaction involving the Company and as a result of which at least 25% of the outstanding shares of the combined entity are held by the new shareholders or a sale of all or substantially all of the assets of the Company; or
(iii)      a change of Control takes place;
“ Control ”
:
;
“ Disability”
:
means the permanent disablement of a Participant which prevents that Participant from attending any business or occupation for which he/she is reasonably suited by training, education or experience and which lasts twelve consecutive months and at the end of such twelve-month period is beyond reasonable hope of improvement;
“ Executive Committee ”
:
means the executive committee of the Company;
“ Fair Market Value ”
:
means the volume weighted average price of the Shares on Euronext Brussels over the three (3) last Business Days of the relevant Phantom Stock Vesting Period.
“ Good Leaver Event ”
:
means the termination of the Professional Relationship between a Participant and a Group Company due to any of the reasons described in Article 6.1 of this Plan;
“ Group ”
:
means the Company and any of its Affiliated Entities;
“ Group Company ”
:
means any company being part of the Group;

2



“ Leaver Instance ”
:
means each instance which in respect of a Participant gives rise to the termination of his/her Professional Relationship with a Group Company either in the context of a Good Leaver Event or a Bad Leaver Event;
“ LTIP Award ”
:
;
“ LTIP Grant ”
:
means a grant of Phantom Stock Units made to a Beneficiary under this Plan;
“ Offer ”
:
means the written notification pursuant to which the Company offers a LTIP Grant to a Beneficiary in accordance with Article 3.2 of this Plan;
“ Offer Date ”
:
means the date a Beneficiary is notified in writing by the Board of Directors that he or she is offered a LTIP Grant;
“ Participant ”
:
means an individual person or a legal entity who is a Phantom Stock Holder;
“ Phantom Stock Unit ”
:
means an unfunded and unsecured promise to deliver an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date in accordance with the terms and conditions of this Plan;
“ Phantom Stock Holder ”
:
;
“ Phantom Stock Vesting Period ”
:
;
“ Plan ”
:
means this Long Term Incentive Plan 2018 of the Company, as may be amended from time to time;
“ Professional Relationship ”
:
means the employment contract between a Participant and a Group Company, a Service Agreement between a Participant and a Group Company or the mandate of a Participant at a Group Company;
“ Remuneration Committee ”
:
means the remuneration committee of the Company;
“ Resignation ”
:
means the voluntary termination of the Professional Relationship with the Group Company by the Participant for motives other than a Good Leaver Event;
“ Retirement ”
:
;
“ Secretary ”
:
;
“ Service Agreement ”
:
means each agreement pursuant to which services, such as among others management or consultancy services, are rendered by a self-employed individual or a legal entity for the benefit of a Group Company;
“ Settlement Date ”
:
has the meaning set out in Article 5.1.2 of this Plan;
“ Shares ”
:
means all issued Shares in the Company from time to time;
2
Object of the Plan
2.1
The purpose of this Plan is to align Participants and shareholder interests by providing a proportion of variable compensation directly linked to the performance of the Company’s Share price. This variable compensation is structured as a LTIP Grant composed out of Phantom Stock Units.
2.2
Each Phantom Stock Unit grants the Phantom Stock Holder a conditional right to receive upon vesting of the Phantom Stock Unit and subject to the terms and conditions of this Plan an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date .

3



3
Offer of LTIP Grants
3.1
Offer
3.1.1
The Board of Directors, upon recommendation of the Remuneration Committee, determines the number of Phantom Stock Units offered to each Beneficiary under this Plan. In this respect, the number of Phantom Stock Units to be offered will be determined based on the Share price on the Offer Date / based on the volume weighted average price of the Shares on Euronext Brussels over the three (3) Business Days immediately following the date of issuance of the Company’s 2017 Q4 earnings release.
3.1.2
An Offer does not entail any right for a Beneficiary to additional Offers of LTIP Grants in the future.
3.1.3
The Offer of LTIP Grants under this Plan does not give rise to an implied guarantee of continuous employment by the Group Companies.
3.2
Form of the Offer
The Company notifies the Beneficiary by means of a written notification of the number of Phantom Stock Units offered to such Beneficiary under the LTIP Grant and indicates the vesting dates of the Phantom Stock Units (the “ Offer ”).
3.3
Free Offer
The LTIP Grants are offered to the Beneficiaries for no consideration.
3.4
Acceptance or refusal of LTIP Grants
3.4.1
Any Beneficiary should accept all or part of the LTIP Grant offered to him by returning a duly completed and executed Acceptance Notification to the Secretary within ninety (90) calendar days after the Offer Date, unless indicated otherwise in the Offer. If the Acceptance Notification is not received in due time, the LTIP Grant shall be deemed to have been refused by the Beneficiary and the rights of the concerned Beneficiary with regard to the LTIP Grant are automatically cancelled. The same is true for explicitly refused LTIP Grants. No financial compensation shall be granted to the Beneficiary for any implicit or explicit refusal.
3.4.2
A Beneficiary has the possibility to accept only part of the LTIP Grant granted to him/her. To this effect, the Beneficiary should mention the exact number of accepted Phantom Stock Units in the Acceptance Notification. If the Beneficiary accepts only part of the Phantom Stock Units granted to him/her, he/she shall be deemed to have refused the other Phantom Stock Units offered to him/her. In such case, no financial compensation shall be granted to the Beneficiary for the refused Phantom Stock Units.
3.4.3
Through their acceptance of (part of) the LTIP Grants by means of the Acceptance Notification, the Beneficiaries of LTIP Grants unconditionally accept all the provisions contained in this Plan.

4



3.4.4
In due course the Company will confirm the Beneficiary’s election to accept or to refuse the LTIP Grant and the number of Phantom Stock Units accepted, if any.
4
General Terms of the LTIP Awards
4.1
LTIP Awards granted to Beneficiaries are strictly personal and not eligible for transfer of ownership title or any other form of transfer of (ownership) rights, except in event of decease in which case the LTIP Awards will be transferred to the heirs.
4.2
LTIP Awards cannot be pledged or encumbered directly or indirectly in any way.
4.3
LTIP Awards that have been transferred, pledged or encumbered directly or indirectly in any way in violation of Article 4.1 and/or Article 4.2 of this Plan, shall lapse automatically without any financial compensation for the Beneficiary or its transferee.
5
Specific terms of the Phantom Stock Units
5.1
Vesting and settlement of the Phantom Stock Units
5.1.1
Subject to Article 8 of this Plan, the Phantom Stock Units shall vest as follows:
▪
a first tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the second (2 nd ) anniversary of the Offer Date;
▪
a second tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the third (3 rd ) anniversary of the Offer Date; and
▪
a final tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the fourth (4 th ) anniversary of the Offer Date.
5.1.2
On the first Business Day after a Phantom Stock vesting event as per Article 5.1.1 (the “ Settlement Date ”), the Phantom Stock Holder will receive, an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date, multiplied by the number of Phantom Stock Units vested on that Settlement Date.
5.1.3
In the event that the Company has paid dividends during a Phantom Stock Vesting Period the Phantom Stock Holder shall be entitled to receive an amount in cash corresponding to such dividends. Such amount will be paid in cash to the Phantom Stock Holder on the Settlement Date for the Phantom Stock Units having vested during the corresponding Phantom Stock Vesting Period.
6
Lapse of the LTIP Awards in a Leaver Instance
6.1
Good Leaver Events
6.1.1
In case of Retirement of a Participant, all Phantom Stock Units held by that Participant shall continue to vest in accordance with the vesting schedule set out in Article 5.1.1 of this Plan and shall be cash settled by the Company upon vesting in accordance with this Plan.

5



6.1.2
In case of decease of a Participant, all Phantom Stock Units held by that Participant shall immediately vest and shall be cash settled by the Company in accordance with Article 5.1.2.
6.1.3
In case of Disability of a Participant, all Phantom Stock Units held by that Participant shall immediately vest and shall be cash settled by the Company in accordance with this Plan on the date of termination of the Professional Relationship as a result of the Disability of the Participant.
6.1.4
If the Professional Relationship between a Participant and a Group Company is terminated by the Participant or the Group Company, for any reason not included in this Article 6.1 or in Article 6.2 of this Plan, all Phantom Stock Units held by that Participant that are scheduled to vest on or prior to 31 December of the year following the calendar year in which the Professional Relationship was terminated, shall continue to vest in accordance with the vesting schedule set out in Article 5.1 of this Plan and shall be cash settled by the Company upon vesting in accordance with Article 5.1.2. All Phantom Stock Units held by that Participant that are scheduled to vest after 31 December of the year following the calendar year in which the Professional Relationship was terminated, shall lapse automatically, without any payment, as of the date the Professional Relationship was terminated, unless the Board of Directors upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
6.2
Bad Leaver Event
6.2.1
If the Professional Relationship between a Participant and a Group Company is terminated by the Group Company for Cause, all LTIP Awards held by the Participant and not yet settled by the Company shall lapse automatically, without any payment, irrespective of whether the LTIP Awards have vested in accordance with Article 5.1 of this Plan, unless the Board of Directors, upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
6.2.2
In case of Resignation by the Participant, all unvested LTIP Awards held by that resigning Participant shall lapse automatically, without any payment, upon first notification to the Group Company of such termination of the Professional Relationship, unless the Board of Directors upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
7
Adjustments
7.1
Adjustment of the LTIP Awards
In the event of any extraordinary dividend or other extraordinary distribution or if an adjustment of the Share capital would occur, including a capital decrease as a result of a reimbursement to the shareholders, an incorporation of reserves in the capital with the issuance of new Shares, the issuance of new Shares, profit Shares, convertible bonds, bonds with a subscription right, a change

6



of the statutory provisions with respect to the distribution of reserves and other profits and/or the distribution of liquidation bonuses or the distribution as a result of the dissolution of the Company, or a merger, contribution or the transfer of Shares as a consequence of a Share exchange, the number of the nominal amount of Shares taken in to account to establish the cash equivalent of a Phantom Stock Unit can be adjusted accordingly, even retroactively, if and to the extent that this is deemed necessary by the Board of Directors, as decided fully discretionary, in order to maintain the value of the benefits attached to the LTIP Awards.
7.2
Notification
The Board of Directors will notify the Participants of each adjustment as referred to in Article 7.1 of this Plan.
8
Change of Control
In the event of a Change of Control, all (and not part of the) LTIP Awards shall automatically be deemed to have vested and shall be settled in cash by the Company, in accordance with the terms and conditions of this Plan.
9
General
9.1
Notifications
Each notification which should be given to the Beneficiary/Participant or each document which should be provided to the Beneficiary/Participant with respect to this Plan, can be delivered at his home address as communicated to the Company, or any other address which the Company reasonably seems appropriate.
9.2
Decision of the Board of Directors
The decisions of the Board of Directors concerning the interpretation of the Plan or concerning any dispute with respect to a LTIP Award or with respect to any affair which relates to this Plan, will be final and decisive.
9.3
Changes to the Plan
9.3.1
The Board of Directors can change the Plan and/or adjust the terms and conditions of the LTIP Awards if they believe that that is necessary or required taking into account, to be in accordance with, or for the moderation of the relevant legal provisions applicable in any relevant jurisdiction, including, but not limited to, tax provisions and securities regulations and currency regulations, provided that it is the intention of the Board of Directors to maintain the terms and conditions of the LTIP Awards granted to such Beneficiaries/Participants in line with the terms and conditions granted to the other Beneficiaries/ Participants.
9.3.2
The Board of Directors will notify the Beneficiaries/Participants as soon as possible of each change as referred to in Article 9.3.1 of this Plan.
9.4
Taxes and Expenses

7



9.4.1
The possible taxes, duties, parafiscal levies due by the Participant as a result of the grant and/or acceptance of the LTIP Awards and/or settlement in cash of the Phantom Stock Units, will be exclusively borne by the Participant, without the possibility to claim any compensation therefore from the Company.
9.4.2
The Company and/or any Group Company are entitled to withhold any amount and conclude any agreement they deem necessary or useful in order to comply with any tax and/or social security obligation that results from the grant and/or acceptance of the Phantom Stock Units and/or the settlement in cash of the Phantom Stock Units in accordance with this Plan.
9.4.3
Without prejudice to Articles 9.4.1 and 9.4.2 of this Plan, all costs with respect to the implementation of this Plan will be borne by the Company.
9.5
Nature of the Plan
Notwithstanding any provisions to the contrary included in the Plan:
9.5.1
the granting of the LTIP Awards is not to form part of the rights held by the Participant with respect to remuneration or benefits under his/her Professional Relationship with a Group Company;
9.5.2
nothing contained in the Plan shall prevent the Company or any Group Company from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Phantom Stock Units, other types of equity-based or equity-linked awards (subject to approval of the shareholders of the Company if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5.3
the Plan does not confer upon the Participant any right to the continuation of his/her Professional Relationship or continued performance under a statutory position for any period and therefore does not prevent any Group Company from terminating the Professional Relationship or statutory position in accordance with applicable regulations;
9.5.4
the granting of the LTIP Awards cannot be considered as a right acquired for the future.
9.6
Severability
If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder of this document will not be affected.
9.7
Governing Law
9.7.1
The Plan, all Phantom Stock Units and their implications are governed by Belgian Law.
9.7.2
The courts of Antwerp have exclusive jurisdiction.

8



9.7.3     
Annex A
Acceptance Notification

PHANTOM STOCK UNITS OFFERED BY EURONAV NV
ACCEPTANCE NOTIFICATION

MANDATORY RETURN
REGISTERED OR HAND DELIVERY
[date no later than [insert date]]
Euronav NV
f.a.o. Mrs Ann Vleugels
De Gerlachekaai 20
2000 Antwerp
Belgium

Dear Madam,
Dear Sir,
Euronav NV Long Term Incentive Plan 2018
Further to the offer I received from Euronav NV on [ insert date of offer ], I hereby inform you that I:
◦
accept ________ Phantom Stock Units referred to in the offer; this acceptance shall be construed as my unconditional acceptance of all the provisions contained in the Euronav NV Long Term Incentive Plan 2018 ;

◦
refuse ________ Phantom Stock Units referred to in the offer;

Sincerely,

[signature of the beneficiary]
[name]
Confirmation of receipt in the event the notification was not returned by registered mail
Date of receipt: _____________


9

Execution version

Exhibit 4.30
Dated 22 March 2018
LOAN AGREEMENT
relating to
a term loan facility of up to $173,550,300






Index
Clause    Page

1 Interpretation    1
2 Facility    24
3 Position of the Lenders and Swap Banks    24
4 Drawdown    25
5 Interest    27
6 Interest Periods    30
7 Default Interest    31
8 Repayment, Prepayment and Cancellation    32
9 Conditions Precedent and Conditions Subsequent    37
10 Representations and Warranties    39
11 General Undertakings    43
12 Corporate Undertakings    47
13 Insurance    50
14 Ship Covenants    54
15 Security Cover    58
16 Payments and Calculations    60
17 Application of Receipts    63
18 Application of Earnings    64
19 Events of Default    64
20 Fees and Expenses    68
21 Indemnities    69
22 No Set-Off or Tax Deduction    71
23 Illegality, etc.    73
24 The Agent, the Mandated Lead Arrangers and the Reference Banks    74
25 The Security Trustee    83
26 Conduct of Business by the Creditor Parties    97
27 Sharing among the Creditor Parties    97
28 Increased Costs    98
29 Set‑ Off    101
30 Transfers and Changes in Lending Offices    101
31 Confidential Information    106
32 Confidentiality of Funding Rates and Reference Bank Quotations    110
33 Variations and Waivers    111
34 Bail-In    112
35 Notices    113
36 Supplemental    115
37 Law and Jurisdiction    115

Schedules

Schedule 1 The Creditor Parties and Lenders' Commitments 117
Part A Commercial Lenders 117
Part B ECA Lenders 118
Part C Swap Banks 120
Schedule 2 Drawdown Notice 122
Schedule 3 Condition Precedent Documents 123
Part A 123
Part B 124
Schedule 4 Transfer Certificate 126
Schedule 5 Details of Ships 130
Schedule 6 Designation Notice 132
Schedule 7 Form of Certificate of Compliance 133
Schedule 8 Timetables 135





Execution

Execution Pages 136









THIS AGREEMENT is made on March 2018
BACKGROUND
(A)
The Lenders have agreed to make available to the Borrower a term loan facility of up to $173,550,300 for the purpose of financing up to 70 per cent. of the aggregate Contract Price of the Ships in four Tranches, one per Ship, with each Tranche to be split into a Commercial Advance and an ECA Advance.
(B)
In the event that the delivery instalment of any Ship is less than 70 per cent. of the purchase price of that Ship, the Borrower may use the surplus for general corporate purposes.
(C)
The Swap Banks may agree to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower's exposure under this Agreement to interest rate fluctuations.
(D)
The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein.
OPERATIVE PROVISIONS
IT IS AGREED as follows:
1
INTERPRETATION
1.1
Definitions
Subject to Clause 1.5 ( General Interpretation ), in this Agreement:
" Account Bank " means BNP Paribas Fortis SA/NV acting through its office at 3, Montagne du Parc/1KA1E, 1000 Brussels, Belgium or any replacement bank or other financial institution as may be approved by the Agent acting with the authorisation of the Majority Lenders.
" Account Charge " means a deed or pledge creating security in respect of the Earnings Account in favour of the Security Trustee in the Agreed Form.
" Advance " means the borrowing of part of a Tranche under this Agreement.
" Affected Lender " has the meaning given in Clause 5.8 ( Market disruption ).
" Affiliate " means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company.
" Agent " means Crédit Agricole Corporate and Investment Bank, a French sociéte anonyme , acting in such capacity through its office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France, registered under the SIREN No. 304 187 701 of the Registre du Commerce et des Sociétés of Nanterre and includes any successor of it.
" Agreed Form " means in relation to any document, that document in a form agreed in writing by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents, the Majority Lenders), or if otherwise approved in accordance with any other procedure specified in the relevant provision of any Finance Document.

61163969v11


" Anti-Corruption Laws " means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions.
" Approved Classification Society " means any of DNV GL, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society which is a member of the International Association of Classification Societies which the Agent has approved or selected (with the authorisation of the Majority Lenders).
" Approved Flag " means Belgian, French, Greek and Marshall Islands flags and any other flag approved by the Agent (acting on the instructions of the Majority Lenders).
" Approved Manager " means:
(a)
in relation to the technical management of each Ship:
(i)
the Borrower;
(ii)
any wholly owned subsidiary of the Borrower;
(iii)
any member of the Anglo-Eastern Univan Group;
(iv)
Wallem of 9/F Dorset House, Taikou Place, 979 King's Road, Quarry Bay, Hong Kong or any Affiliate of it; or
(v)
V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England or any Affiliate of it; and
(b)
in relation to the commercial management of each Ship, the Borrower,
or, in each case, any other company which the Agent may, with the authorisation of the Lenders, approve from time to time as the technical or commercial manager of that Ship (such approval not to be unreasonably withheld).
" Approved Shipbroker " means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Fearnleys, Barry Rogliano Salles (or any Affiliate of such person through which valuations are commonly issued) as such list may be amended from time to time at the request of any Lender or Borrower and subject to any additions or deletions being approved by the Agent (acting with the authorisation of the Lenders) and the Borrower.
" Authorisation " means an authorisation, consent, approval, resolution, licence, permit, ruling, exemption, filing, notarisation, legalisation or registration.
" Available Commitment " means, in relation to a Lender under each Tranche and at any time, its Commitment less its Contribution at that time (and " Total Available Commitments " means the aggregate of the Available Commitments of all the Lenders).
" Availability Period " means the period commencing on the date of this Agreement and ending on the earlier of:
(a)
in respect of the Tranche relating to Ship A, 30 July 2018;
(b)
in respect of the Tranche relating to Ship B, 26 September 2018;

2     


(c)
in respect of the Tranche relating to Ship C, 27 February 2019;
(d)
in respect of the Tranche relating to Ship D, 14 March 2019; or
(e)
if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated.
" Bail-In Action " means the exercise of any Write-down and Conversion Powers.
" Bail-In Legislation " means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.
" Borrower " means Euronav NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium.
" Break Costs " means the amount (if any) by which:
(a)
the interest (excluding the applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,
exceeds
(b)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
" Builder " means Hyundai Samho Heavy Industries Co., Ltd. a company incorporated in the Republic of Korea and having its principal office at 93, Daebol-Ro, Samho-Eup, Yeongnam-Gun, Jeollanam-Do, Korea.
" Business Day " means a day on which banks are open in London, Paris, Seoul and Antwerp and, in respect of a day on which a payment is required to be made under a Finance Document, also New York City.
" Change of Control " means, in relation to the Borrower, if 2 or more persons acting in concert or any individual person in each case other than the Permitted Holders:
(a)
acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or
(b)
has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower.
" Charter " means:
(a)
the charter entered into between the Borrower and the Charterer dated 3 October 2016 in respect of Ship A;

3     


(b)
the charter entered into between the Borrower and the Charterer dated 3 October 2016 in respect of Ship B;
(c)
the charter entered into between the Borrower and the Charterer dated 20 April 2017 in respect of Ship C; or
(d)
the charter entered into between the Borrower and the Charterer dated 20 April 2017 in respect of Ship D,
each for a period of 84 months and with a rate of $30,750 per day with a 50/50 profit split above the daily rate.
" Charter Assignment " means, in relation to a Ship, a charter assignment creating security over the Charter in relation to that Ship, in the Agreed Form.
" Charterer " means Valero Energy Inc., acting through its office at 1 Valero Way, San Antonio, TX 78249-1112.
" Code " means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
" Commercial Advance " means, in respect of each Tranche, an Advance in an amount equal to 40 per cent. of the amount of that Tranche.
" Commercial Lender Commitment " means, in relation to a Commercial Lender, the amount set opposite its name in Part A of Schedule 1 ( The Creditor Parties and Lenders' Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and " Total Commercial Lender Commitments " means the aggregate of the Commercial Lender Commitments of all the Commercial Lenders).
" Commitment " means:
(a)
in relation to a Commercial Lender, its Commercial Lender Commitment; and
(b)
in relation to an ECA Lender, its ECA Lender Commitment,
(and " Total Commitment " means the aggregate of the Total Commercial Lender Commitments and the Total ECA Lender Commitments).
" Confidential Information " means all information relating to the Borrower, the Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either:
(a)
any member of the Group or any of its advisers; or
(b)
another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly 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:

4     


(i)
information that
(A)
is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 31.2 ( Disclosure of Confidential Information ); or
(B)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(C)
is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)
any Funding Rate or Reference Bank Quotation.
" Confidentiality Undertaking " means a confidentiality undertaking in substantially the appropriate form recommended by the Loan Market Association from time to time (as logically amended to reflect the terms of this Agreement) or in any other form agreed between the Borrower and the Agent.
" Confirmation ", in relation to any continuing Designated Transaction, has the meaning given in the relevant Master Agreement.
" Contract Price " means, in respect of a Ship, the purchase price of that Ship under the relevant Shipbuilding Contract being, as at the date of this Agreement:
(a)
in respect of Ship A or Ship B, $62,107,250; and
(b)
in respect of Ship C or Ship D, $61,857,250.
" Contractual Currency " has the meaning given in Clause 21.4 ( Currency indemnity ).
" Contribution " means, in relation to a Lender, the part of the Loan which is owing to that Lender.
" Corresponding Debt " means any amount, other than any Parallel Debt, which the Borrower owes to a Creditor Party under or in connection with the Finance Documents.
" Creditor Party " means the Agent, the Security Trustee, the Mandated Lead Arrangers, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time.
" Deed of Covenant " means, in relation to each Ship and where (in the opinion of the Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage on that Ship to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.
" Defaulting Lender " means any Lender:
(a)
which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Agent that it will not make such amount

5     


available by the relevant Drawdown Date pursuant to Clause 4.3 ( Notification to Lenders of receipt of a Drawdown Notice ); or
(b)
which has otherwise rescinded or repudiated a Finance Document; or
(c)
with respect to which an Insolvency Event has occurred and is continuing,
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within 5 Business Days of its due date; or
(ii)
the Lender is disputing in good faith whether it is contractually obliged to make the relevant payment.
" Delivery Date " means, in respect of a Ship, the date on which that Ship is delivered by the Builder to the Borrower under the relevant Shipbuilding Contract.
" Designated Transaction " means a Transaction which fulfils the following requirements:
(a)
it is entered into by the Borrower pursuant to a Master Agreement with a Swap Bank;
(b)
its purpose is the hedging of the exposure of the Borrower under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof);
(c)
it is for a period expiring no later than the final Maturity Date; and
(d)
it is designated by the Borrower and/or by the relevant Swap Bank, by delivery by the Borrower and that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 6 ( Designation Notice ), as a Designated Transaction for the purposes of the Finance Documents.
" Disruption Event " means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, a party to this Agreement (a " Party "); or
(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other parties in accordance with the terms of the Finance Documents,

6     


and which (in each case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
" Dollars " and " $ " means the lawful currency for the time being of the United States of America.
" Drawdown Date " means, in relation to a Tranche, the date requested by the Borrower for the Tranche to be made, or (as the context requires) the date on which the Tranche is actually made.
" Drawdown Notice " means a notice in the form set out in Schedule 2 ( Drawdown Notice ) (or in any other form which the Agent approves or reasonably requires).
" Earnings " means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of that Ship, including (but not limited to):
(a)
all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of that Ship 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 that Ship;
(b)
all moneys which are at any time payable under Insurances in respect of loss of earnings; and
(c)
if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.
" Earnings Account " means an account in the name of the Borrower with the Account Bank in Brussels designated "Euronav NV - Earnings Account", or any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is agreed by the Agent and the Borrower as the Earnings Account for the purposes of this Agreement.
" ECA Advance " means, in respect of each Tranche, an Advance in an amount equal to 60 per cent. of the amount of that Tranche.
" ECA Lender Commitment " means, in relation to a ECA Lender, the amount set opposite its name in Part B of Schedule 1 ( Lenders and Commitments ), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and " Total ECA Lender Commitments " means the aggregate of the ECA Lender Commitments of all the ECA Lenders).
" Environmental Approval " means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.
" Environmental Claim " means:
(a)
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
(b)
any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,

7     


and " claim " means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
" Environmental Incident " means:
(a)
any release of Environmentally Sensitive Material from a Ship; or
(b)
any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Ship and/or the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or
(c)
any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or reasonably likely to be arrested and/or where the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.
" Environmental Law " means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.
" Environmentally Sensitive Material " means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
" EU Bail-In Legislation Schedule " means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
" Event of Default " means any of the events or circumstances described in Clause 19.1 ( Events of Default ).
" Facility Office " means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
" FATCA " means
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

8     


" FATCA Application Date " means:
(a)
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
(b)
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or
(c)
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
" FATCA Deduction " means a deduction or withholding from a payment under a Finance Document required by or under FATCA.
" FATCA Exempt Party " means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.
" FATCA FFI " means a foreign financial institution as defined in section 1471(d)(4) of the Code which could be required to make a FATCA Deduction.
" Fair Market Value " means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 15.3 ( Valuation of Ships ).
" Fee Letter " means any letter or letters dated on or about the date of this Agreement between any of the Mandated Lead Arrangers, the Agent and the Security Trustee and the Borrower setting out any of the fees referred to in Clause 20.1 ( Fees ).
" Finance Documents " means:
(a)
this Agreement;
(b)
any Fee Letter;
(c)
each Drawdown Notice;
(d)
the Mortgages;
(e)
the Deeds of Covenant (if any);
(f)
the General Assignments;
(g)
the Charter Assignments;
(h)
the Master Agreement Assignments;
(i)
the Account Charge;
(j)
any Manager's Undertaking executed by a wholly owned subsidiary of the Borrower;

9     


(k)
any other document (whether creating a Security Interest or not, other than a Manager’s Undertaking not falling under paragraph (j)) which is executed at any time by the Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition; or
(l)
any other document designated as such by the Agent and the Borrower.
" Financial Indebtedness " means, in relation to a person (the " debtor "), a liability of the debtor:
(a)
for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)
under any loan stock, bond, note or other security issued by the debtor;
(c)
under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
(d)
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS;
(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f)
under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
(g)
under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
(h)
under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (g) if the references to the debtor referred to the other person.
" Funding Rate " means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.9 ( Cost of funds ).
" General Assignment " means, in relation to each Ship, a deed to be executed by the Borrower in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Ship and any Long Term Charter in relation to that Ship and any guarantee of such Long Term Charter in the Agreed Form.
" Group " means the Borrower and each of its subsidiaries.
" Holding Company " means, in relation to a person, any other person in relation to which it is a subsidiary.
" IFRS " means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

10     


" Impaired Agent " means the Agent at any time when:
(a)
it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b)
the Agent otherwise rescinds or repudiates a Finance Document;
(c)
(if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or
(d)
an Insolvency Event has occurred and is continuing with respect to the Agent;
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
(ii)
payment is made within 5 Business Days of its due date; or
(iii)
the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.
" Insolvency Event " in relation to a Lender means that Lender:
(a)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c)
makes a general assignment, arrangement, or composition with or for the benefit of its creditors;
(d)
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

11     


(ii)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f)
has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(g)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);
(h)
has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(i)
causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or
(j)
takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
" Insurances " means, in relation to a Ship:
(a)
all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, its Earnings or otherwise in relation to it; and
(b)
all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium.
" Interest Period " means a period determined in accordance with Clause 6 ( Interest Periods ).
" Interpolated Screen Rate " means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,
each as of the Specified Time for dollars.
" ISM Code " means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented 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).

12     


" ISPS Code " means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.
" ISSC " means an International Ship Security Certificate issued under the ISPS Code.
" Lender " means:
(a)
any Commercial Lender; and
(b)
any ECA Lender,
acting through its branch indicated in Schedule 1 ( The Creditor Parties and Lenders' Commitments) (or through another branch notified to the Borrower under Clause 30.13 ( Change of lending office ) or its transferee, successor or assign.
" LIBOR " means, in relation to the Loan or any part of the Loan:
(a)
the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)
as otherwise determined pursuant to Clause 5.6 ( Unavailability of Screen Rate ),
and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.
" Loan " means the principal amount for the time being outstanding under this Agreement.
" Long Term Charter " means any charter or other contract of employment for a Ship other than a Charter which is entered into by the Borrower for a term which exceeds 36 months’ duration.
" Manager's Undertaking " means, in relation to a Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed Form.
" Mandated Lead Arrangers " means BNP Paribas Fortis SA/NV and Crédit Agricole Corporate and Investment Bank.
" Major Casualty " means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.
" Majority Lenders " means Lenders the aggregate of whose Commitments total at least 66⅔ per cent. of the Total Commitments.
" Margin " means:
(a)
in respect of each Commercial Advance, 2.00 per cent. per annum; and
(b)
in respect of each ECA Advance, 2.00 per cent. per annum.
" Master Agreement " means each master agreement (on the 2002 ISDA (Multicurrency-Crossborder) form) made between the Borrower and a Swap Bank and includes all Designated Transactions from time to time but excludes any Transaction which is not a Designated Transaction.

13     


" Master Agreement Assignment " means, in relation to each Master Agreement, the assignment of the Master Agreement in the Agreed Form.
" Material Adverse Effect " means, in the reasonable opinion of the Majority Lenders, a material adverse effect:
(a)
on the rights or remedies of the Creditor Parties;
(b)
on the ability of the Borrower and its subsidiaries to perform their respective obligations to the Creditor Parties under any Finance Document or Master Agreement; or
(c)
on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or the Group.
" Maturity Date " means, in respect of a Tranche, the twelfth anniversary of the Drawdown Date in respect of that Tranche.
" Mortgage " means, in relation to each Ship, a first priority or preferred (as the case may be) mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case executed by the Borrower in favour of the Security Trustee (and/or such other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the relevant Approved Flag is Belgian or French flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant mortgage.
" Non-Consenting Lender " means any Lender which does not and continues not to consent or agree to:
(a)
a request of the Borrower or the Agent (at the request of the Borrower) to give a consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance Documents;
(b)
the consent, waiver or amendment in question requires the approval of all of the Lenders; and
(c)
Lenders whose Commitments aggregate more than 66 2 / 3 per cent. of the Total Commitments have consented or agreed to such waiver or amendment.
" Notifying Lender " has the meaning given in Clause 23 ( Illegality, etc. ) or Clause 28.1 ( Increased costs ) as the context requires.
" Payment Currency " has the meaning given in Clause 21.4 ( Currency indemnity ).
" Parallel Debt " means any amount which the Borrower owes to the Security Trustee under Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee) ) or under that clause as incorporated by reference or in full in any other Finance Document.
" Party " means a party to this Agreement.
" Permitted Holders " means each of Saverco and Victrix (and (in each case) any parallel vehicle thereof and their respective alternative investment vehicles) and their Affiliates.

14     


" Permitted Security Interests " means:
(a)
Security Interests created by the Finance Documents;
(b)
liens for unpaid master's and crew's wages in accordance with usual maritime practice, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps);
(c)
liens for salvage;
(d)
liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;
(e)
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, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps);
(f)
any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Borrower is prosecuting or defending such proceedings or arbitration in good faith by appropriate steps provided such Security Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; and
(g)
Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.
" Pertinent Document " means:
(a)
any Finance Document;
(b)
any Master Agreement;
(c)
any policy or contract of insurance contemplated by or referred to in Clause 13 ( Insurance ) or any other provision of this Agreement or another Finance Document or Master Agreement;
(d)
any other document contemplated by or referred to in any Finance Document; and
(e)
any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or Master Agreement or any policy, contract or document falling within paragraphs (c) or (d).
" Pertinent Jurisdiction " in relation to a company, means:
(a)
England and Wales;
(b)
the country under the laws of which the company is incorporated or formed;
(c)
a country in which the company has the centre of its main interests or in which the company's central management and control is or has recently been exercised;

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(d)
a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;
(e)
a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and
(f)
a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c).
" Pertinent Matter " means:
(a)
any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or
(b)
any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);
and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.
" Potential Event of Default " means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default.
" Quotation Date " means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), 3 Business days before the first day of that period or the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period.
" Receiver " means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.
" Reference Bank " means Crédit Agricole Corporate and Investment Bank and its successors and assigns and/or such other entities as may be appointed by the Agent in consultation with the Borrower.
" Reference Bank Quotation " means any quotation supplied to the Agent by a Reference Bank.
" Relevant Person " means:
(a)
the Borrower;
(b)
each subsidiary of the Borrower; and
(c)
all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above,

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save where used in Clause 19 ( Events of Default ), in which case it has the meaning given to it in Clause 19.10 ( Relevant Persons ).
" Relevant Jurisdiction " means, in relation to the Borrower:
(a)
the jurisdiction under who laws the Borrower is incorporated as at the date of this Agreement;
(b)
any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
(c)
any jurisdiction where it conducts its business; and
(d)
the jurisdiction whose laws govern the perfection of any of the Finance Documents entered into by it.
" Repayment Date " means the date falling 6 months after the first Drawdown Date and the dates falling at semi-annual intervals thereafter.
" Representative " means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
" Requisition Compensation " includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of " Total Loss ".
" Resolution Authority " means any body which has authority to exercise any Write-down and Conversion Powers.
" Restricted Party " means a person:
(a)
that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);
(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 Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country; or
(c)
that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or
(d)
with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws;
" Sanctions Authority " means the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America and any authority acting on behalf of any of them in connection with Sanctions Laws.
" Sanctions Laws " means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

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" Sanctions List " means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or substituted from time to time.
" Saverco " means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium.
" Screen Rate " means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
" Secured Liabilities " means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, to any Creditor Party under or in connection with any Finance Document or Master Agreement or any judgment relating to any Finance Document or Master Agreement; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.
" Security Assets " means all of the assets of the Borrower which from time to time are, or are expressed to be, the subject of the Transaction Security.
" Security Interest " means:
(a)
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
(b)
the security rights of a plaintiff under an action in rem; and
(c)
any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
" Security Party " means any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within paragraph (k) of the definition of "Finance Documents".
" Security Period " means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that:
(a)
all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents or Master Agreements have been paid;
(b)
no amount is owing or has accrued (without yet having become due for payment) under any Finance Document or Master Agreement and all Commitments have terminated;

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(c)
neither the Borrower nor any Security Party has any future or contingent liability under Clause 20 ( Fees and Expenses), Clause 21 ( Indemnities ) or Clause 22 ( No Set-Off or Tax Deduction ) or any other provision of this Agreement or another Finance Document or a Master Agreement; and
(d)
the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider that there is no significant risk that any payment or transaction under a Finance Document or a Master Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or a Master Agreement or any asset covered (or previously covered) by a Security Interest created by a Finance Document.
" Security Property " means:
(a)
the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Creditor Parties and all proceeds of that Transaction Security;
(b)
all obligations expressed to be undertaken by the Borrower to pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by the Borrower or any other person in favour of the Security Trustee as trustee for the Creditor Parties;
(c)
the Security Trustee's interest in any turnover trust created under the Finance Documents;
(d)
any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,
except:
(i)
rights intended for the sole benefit of the Security Trustee; and
(ii)
any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.
" Security Trustee " means Crédit Agricole Corporate and Investment Bank, a French sociéte anonyme , acting in such capacity through its office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France, registered under the SIREN No. 304 187 701 of the Registre du Commerce et des Sociétés of Nanterre and includes any successor of it.
" Servicing Bank " means the Agent or the Security Trustee.
" Ship " means Ship A, Ship B, Ship C or Ship D.
" Ship A " means the Builder's hull no. S-909 (tbn "CAP QUEBEC"), details of which are set out opposite its name in Schedule 5 ( Details of Ships ).
" Ship B " means the Builder's hull no. S-910 (tbn "CAP PEMBROKE"), details of which are set out opposite its name in Schedule 5 ( Details of Ships ).

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" Ship C " means the Builder's hull no. S-911 (tbn "CAP PORT ARTHUR"), details of which are set out opposite its name in Schedule 5 ( Details of Ships ).
" Ship D " means the Builder's hull no. S-912 (tbn "CAP CORPUS CHRISTI"), details of which are set out opposite its name in Schedule 5 ( Details of Ships ).
" Shipbuilding Contract " means:
(a)
in respect of Ship A, the Shipbuilding Contract dated 3 October 2016 and originally made between the Builder and the Borrower for the construction of Ship A and its purchase by the Borrower;
(b)
in respect of Ship B, the Shipbuilding Contract dated 3 October 2016 and originally made between the Builder and the Borrower for the construction of Ship B and its purchase by the Borrower;
(c)
in respect of Ship C, the Shipbuilding Contract dated 27 April 2017 and originally made between the Builder and the Borrower for the construction of Ship C and its purchase by the Borrower; and
(d)
in respect of Ship D, the Shipbuilding Contract dated 27 April 2017 and originally made between the Builder and the Borrower for the construction of Ship D and its purchase by the Borrower,
in each case as supplemented and amended from time to time.
" Specified Time " means a day or time determined in accordance with Schedule 8 ( Timetables ).
" Swap Bank " means a bank or financial institution listed in Part C of Schedule 1 ( The Creditor Parties and Lenders' Commitments ) and acting through its branch indicated in that Schedule.
" Swap Counterparty " means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which is a party to that Designated Transaction.
" Swap Exposure " means, as at any relevant date and in relation to a Swap Counterparty, the amount certified by that Swap Counterparty to the Agent to be the aggregate net amount in Dollars which would be payable by the Borrower to that Swap Counterparty under (and calculated in accordance with) section 6(e) ( Payments on Early Termination ) of the Master Agreement entered into by that Swap Counterparty with the Borrower if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions entered into between the Borrower and that Swap Counterparty.
" Tax Deduction " has the meaning given in Clause 22.5 ( Tax Deduction ).
" Third Parties Act " has the meaning given in Clause 36.4 ( Third Party rights ).
" Total Commitments " means the aggregate of the Total Commercial Lender Commitments and the Total ECA Lender Commitments.
" Total Loss " means, in relation to a Ship:
(a)
actual, constructive, compromised, agreed or arranged total loss of that Ship;

20     


(b)
any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 90 days redelivered to the Borrower's full control;
(c)
any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; and
(d)
any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless it is within 90 days redelivered to the Borrower's (as the case may be) full control.
" Total Loss Date " means, in relation to a Ship:
(a)
in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)
in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of:
(i)
the date on which a notice of abandonment is given to the insurers; and
(ii)
the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
(c)
in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.
" Tranche " means the principal amount of each borrowing by the Borrower under this Agreement.
" Transaction " has the meaning given in each Master Agreement.
" Transaction Security" means the Security Interest created or evidenced or expressed to be created or evidenced under the Finance Documents.
" Transfer Certificate " has the meaning given in Clause 30.2 ( Transfer by a Lender ).
" Unpaid Sum " means any sum due and payable but unpaid by the Borrower under the Finance Documents.
" US Tax Obligor " means the Borrower where it is resident for tax purposes in the United States of America or the Borrower some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.
" VAT " means:
(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

21     


" Victrix " means Victrix NV, a company incorporated in Belgium whose registered office is at Le Grellelei 20, 2600 Berchem, Belgium.
" Write-down and Conversion Powers " means:
(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.
1.2
Construction of certain terms
In this Agreement:
" administration notice " means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator.
" approved " means, for the purposes of Clause 13 ( Insurance ), approved in writing by the Agent acting with the authorisation of the Lenders which authorisation shall not be unreasonably withheld.
" asset " includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.
" company " includes any partnership, joint venture and unincorporated association.
" consent " includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.
" contingent liability " means a liability which is not certain to arise and/or the amount of which remains unascertained.
" document " includes a deed; also a letter or fax.
" excess risks " means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

22     


" expense " means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax.
" law " includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.
" legal or administrative action " means any legal proceeding or arbitration and any administrative or regulatory action or investigation.
" liability " includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.
" months " shall be construed in accordance with Clause 1.3 ( Meaning of "month" ).
" obligatory insurances " means, in relation to a Ship, all insurances effected, or which the Borrower in relation to that Ship is obliged to effect or procure are effected, under Clause 13 ( Insurance ) or any other provision of this Agreement or another Finance Document.
" parent company " has the meaning given in Clause 1.4 ( Meaning of "subsidiary" ).
" person " includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation.
" policy ", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.
" protection and indemnity risks " means the usual risks covered by a protection and indemnity association including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or 1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.
" 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.
" subsidiary " has the meaning given in Clause 1.4 ( Meaning of "subsidiary" ).
" tax " includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.
" war risks " includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).
1.3
Meaning of "month"
A period of 1 or more " months " ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (" the numerically corresponding day "), but:

23     


(a)
on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or
(b)
on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;
and " month " and " monthly " shall be construed accordingly.
1.4
Meaning of "subsidiary"
A company (S) is a subsidiary of another company (P) if:
(a)
a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or
(b)
P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or
(c)
P has the direct or indirect power to appoint or remove a majority of the directors of S; or
(d)
P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;
and any company of which S is a subsidiary is a parent company of S.
1.5
General Interpretation
In this Agreement:
(a)
references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;
(b)
references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;
(c)
words denoting the singular number shall include the plural and vice versa;
(d)
Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears; and
(e)
an Event of Default or Potential Event of Default is "continuing" if it has not been remedied or waived in writing.
1.6
Headings
In interpreting a Finance Document or any provision of a Finance Document, all clause, sub‑clause and other headings in that and any other Finance Document shall be entirely disregarded.

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2
FACILITY
2.1
Amount of facility
Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a term loan facility in an amount not exceeding the Total Commitments in four Tranches, each Tranche to be in an amount equal to the lesser of:
(a)
$43,387,575; and
(b)
70 per cent. of the average of the Contract Price of the Ship to which the Tranche relates and the Contract Price of each other Ship that is subject to a Mortgage as at the Drawdown Date of that Tranche.
Each Tranche shall be split into (i) a Commercial Advance in the amount equal to 40 per cent. of the Tranche and (ii) an ECA Advance in the amount equal to 60 per cent. of the Tranche.
2.2
Lenders' participations
Subject to the other provisions of this Agreement, each Lender shall participate in each Tranche in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.
2.3
Purpose of Tranches
The Borrower undertakes with each Creditor Party to use each Tranche only for the purposes stated in the preamble to this Agreement.
2.4
Obligations of the Borrower
The obligations of the Borrower under this Agreement shall constitute absolute, unconditional and irrevocable financial obligations of the Borrower to the Creditor Parties. Such obligations are independent and separate obligations to be performed or enforced irrespective of whether or not any person has performed its obligations under any Shipbuilding Contract.
3
POSITION OF THE LENDERS AND SWAP BANKS
3.1
Interests several
The rights of the Lenders and the Swap Banks under this Agreement are several.
3.2
Individual right of action
Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrower to it under a Finance Document or by the Borrower under a Master Agreement without joining the Agent, the Security Trustee, any Mandated Lead Arranger or any other Lender or any other Swap Bank as additional parties in the proceedings.
3.3
Proceedings requiring Majority Lender consent
Except as provided in Clause 3.2 ( Individual right of action ), no Lender and no Swap Bank may commence proceedings against the Borrower or any Security Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.

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3.4
Obligations several
The obligations of the Lenders under this Agreement and of each Swap Bank under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure by a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:
(a)
the obligations of the other Lenders or other Swap Banks being increased; nor
(b)
the Borrower, any Security Party or any other Lender or any other Swap Banks being discharged (in whole or in part) from its obligations under any Finance Document or under any Master Agreement;
and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or the Master Agreement to which it is a party.
3.5
Security Trustee as joint and several creditor
(a)
The Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the joint creditor (" hoofdelijke schuldeiser ") together with each other Creditor Party of each liability and obligation of the Borrower towards any Creditor Party under any Finance Document, and that accordingly the Security Trustee will have its own independent right to demand performance by the Borrower of those liabilities and obligations. However, any discharge of any liability or obligation of the Borrower to one of the Security Trustee or another Creditor Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others.
(b)
Without limiting or affecting the Security Trustee's rights against the Borrower (whether under this paragraph or under any other provision of the Finance Documents), the Security Trustee agrees with each other Creditor Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except with the consent of the relevant Creditor Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee's right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing).
(c)
Subject to the provisions of this Clause 3.5 ( Security Trustee as joint and several creditor ), the Security Trustee holds any security created by a Finance Document in its name and the Security Trustee shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents.
4
DRAWDOWN
4.1
Request for advance of a Tranche
Subject to the following conditions, the Borrower may request that a Tranche be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.
4.2
Availability
The conditions referred to in Clause 4.1 ( Request for advance of a Tranche ) are that:
(a)
a Drawdown Date has to be a Business Day during the Availability Period;

26     


(b)
the amount of the Tranche complies with the requirements of Clause 2.1 (Amount of facility);
(c)
the Commercial Advance and ECA Advance in respect of a Tranche shall be drawn down on the same Drawdown Date;
(d)
there shall be no more than four Advances, one per Tranche; and
(e)
the aggregate amount of the Tranches outstanding at any time shall not exceed the Total Commitments at that time.
4.3
Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:
(a)
the amount of the Tranche (and the Advances within that Tranche) and the Drawdown Date;
(b)
the amount of that Lender's participation in each Advance in respect of that Tranche; and
(c)
the duration of the Interest Period for that Tranche.
4.4
Drawdown Notice irrevocable
A Drawdown Notice must be signed by a duly authorised person on behalf of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders.
4.5
Lenders to make available Contributions
Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.2 ( Lenders' participations ).
4.6
Disbursement of a Tranche
Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to, or for the account of, the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5 ( Lenders to make available Contributions ); and that payment shall be made to the account which the Borrower specifies in the Drawdown Notice.
4.7
Disbursement of Tranche to third party
A payment by the Agent under Clause 4.6 ( Disbursement of a Tranche) shall constitute the making of the relevant Tranche and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.
4.8
Cancellation of Commitments
The Commitments in respect of a Tranche which are not utilised at the end of the Availability Period for that Tranche shall then be cancelled.

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5
INTEREST
5.1
Payment of normal interest
Subject to the provisions of this Agreement, interest on each Tranche in respect of an Interest Period shall be paid by the Borrower on the last date of that Interest Period.
5.2
Normal rate of interest
Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of a Tranche in respect of an Interest Period shall be the aggregate of the applicable Margin and LIBOR for that Interest Period.
5.3
Notification of rates of interest
(a)
The Agent shall notify the Borrower and each Lender of each rate of interest as soon as practicable after each is determined.
(b)
The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
5.4
Role of Reference Banks
(a)
No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b)
No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c)
No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 5.4 ( Role of Reference Banks ) subject to Clause 36.4 ( Third Party rights ) and the provisions of the Third Parties Act.
5.5
Third Party Reference Banks
A Reference Bank which is not a Party may rely on Clause 5.4 ( Role of Reference Banks ), Clause 5.13 ( Replacement of Screen Rate ) and Clause 32 ( Confidentiality of Funding Rates and Reference Bank Quotations ) subject to Clause 36.4 ( Third Party rights ) and the provisions of the Third Parties Act.
5.6
Unavailability of Screen Rate
(a)
Interpolated Screen Rate : If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(b)
Reference Bank Rate : If no Screen Rate is available for LIBOR for:
(i)
dollars; or

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(ii)
the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(c)
Cost of funds : If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.9 ( Cost of funds ) shall apply to the Loan or that part of the Loan for that Interest Period.
5.7
Calculation of Reference Bank Rate
(a)
Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.
(b)
If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.
5.8
Market disruption
If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 20 per cent. of the Loan or the relevant part of the Loan as appropriate) (the " Affected Lender ") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then the Agent shall notify the Borrower and Clause 5.9 ( Cost of funds ) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
5.9
Cost of funds
(a)
If this Clause 5.9 ( Cost of funds ) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i)
the applicable Margin; and
(ii)
the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.
(b)
If paragraph (c) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
(c)
If this Clause ‎5.9 ( Cost of funds ) applies pursuant to Clause 5.8 ( Market disruption ) and:
(i)
a Lender's Funding Rate is less than LIBOR; or
(ii)
a Lender does not supply a quotation by the time specified in sub-paragraph ‎(ii) of paragraph (a) above,

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the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.
5.10
Break Costs
(a)
The Borrower shall, within three Business Days of demand by a Creditor Party, pay to that Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.
(b)
Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
5.11
Notification of market disruption
The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.8 ( Market disruption ) which have caused its notice to be given.
5.12
Suspension of drawdown
If the Agent’s notice under Clause 5.11 ( Notification of market disruption ) is served before a Tranche is advanced the Lenders’ obligations to make or participate in that Tranche (as the case may be) shall be suspended while the circumstances referred to in the Agent’s notice continue.
5.13
Replacement of Screen Rate
(a)
If the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrower.
(b)
If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within three Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:
(i)
its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii)
its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
5.14
Negotiation of alternative rate of interest
If the Agent’s notice under Clause 5.11 ( Notification of market disruption ) is served after a Tranche is advanced, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.11 ( Notification of market disruption ) (the " Negotiation Period "), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned.
5.15
Application of agreed alternative rate of interest

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Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed and shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
5.16
Alternative rate of interest in absence of agreement
If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the applicable Margin; and the procedure provided for by this Clause 5.16 ( Alternative rate of interest in absence of agreement ) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.
5.17
Notice of prepayment
If the Borrower does not agree with an interest rate set by the Agent under Clause 5.16 ( Alternative rate of interest in absence of agreement ), the Borrower may give the Agent not less than 10 Business Days’ notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.
5.18
Prepayment
A notice under Clause 5.17 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower's notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate plus the applicable Margin.
5.19
Application of prepayment
The provisions of Clause 8 ( Repayment, Prepayment and Cancellation ) shall apply in relation to the prepayment.
6
INTEREST PERIODS
6.1
Commencement of Interest Periods
The first Interest Period applicable to a Tranche shall commence on the Drawdown Date relating to that Tranche. Any Interest Period selected in respect of a Tranche prior to the first Repayment Date for that Tranche which would otherwise extend beyond the first Repayment Date shall instead end on that first Repayment Date. Each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.
6.2
Duration of normal Interest Periods
Subject to Clauses 6.3 ( Duration of Interest Periods for repayment instalments ) and 6.4 ( No Interest Period to extend beyond Maturity Date ), each Interest Period shall be:
(a)
6 months; or
(b)
in the case of the first Interest Period applicable to the second or any subsequent Tranche, a period ending on the last day of the Interest Period applicable to the first Tranche;

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(c)
in respect of a Commercial Tranche, such other period as the Agent (with the authorisation of all the Lenders) may agree with the Borrower and, in respect of an ECA Advance, such other period that is not more than 6 months as the Agent (with the authorisation of all the ECA Lenders) may agree with the Borrower.
6.3
Duration of Interest Periods for repayment instalments
In respect of an amount due to be repaid under Clause 8 ( Repayment, Prepayment and Cancellation ) on a particular Repayment Date, an Interest Period shall end on that Repayment Date.
6.4
No Interest Period to extend beyond Maturity Date
No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.
6.5
Non-availability of matching deposits for Interest Period selected
If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of 3 months unless otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrower.
6.6
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the precedent Business Day (if there is not).
7
DEFAULT INTEREST
7.1
Default interest
(a)
If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two percentage points. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent. Any interest accruing under this Clause 7.1 ( Default interest ) shall be immediately payable by the Borrower on demand by the Agent.
(b)
If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
(i)
the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
(ii)
the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per centage points. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

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(c)
Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
8
REPAYMENT, PREPAYMENT AND CANCELLATION
8.1
Amount of repayment instalments
(a)
The Borrower shall repay each of the ECA Advances by 24 consecutive semi-annual instalments, the 1 st to 23 rd of which shall be in an amount of $1,084,689.38 each and the last such instalment shall be in an amount of $1,084,689.26.
(b)
The Borrower shall repay each of the Commercial Advances by 24 equal consecutive semi‑annual instalments of $578,501 each together with a balloon instalment of $3,471,006 payable simultaneously with the 24th and last such instalment.
(c)
If less than the maximum amount of a Tranche is advanced, the repayment instalments for each Advance under that Tranche, including the balloon instalment if applicable, shall be reduced proportionally.
8.2
Repayment dates
(a)
The first instalment in respect of the ECA Advance and the Commercial Advance under the first Tranche to be drawn down shall be repaid on the first Repayment Date and subsequent instalments shall be paid on each subsequent Repayment Date. The last instalment and, if applicable, the balloon, shall be repaid on the Maturity Date of that Tranche.
(b)
The first instalment in respect of the ECA Advance and the Commercial Advance under each subsequent Tranche to be drawn down shall be repaid on the first Repayment Date falling 12 weeks or more after the Drawdown Date in respect of that Tranche and subsequent instalments shall be paid on each subsequent Repayment Date. The last instalment and, if applicable, the balloon instalment of each such Tranche shall be repaid on the Maturity Date of that Tranche.
(c)
The Facility Agent will provide a repayment schedule to the Lenders and the Borrower following receipt of each Drawdown Notice.
8.3
Maturity Date
On the Maturity Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.
8.4
Voluntary prepayment
(a)
Subject to the following conditions in Clauses 8.5 ( Conditions for voluntary prepayment ), 8.6 ( Effect of notice of prepayment ) and 8.7 ( Notification of notice of prepayment ), the Borrower may prepay the whole or any part of the Loan.
(b)
Any voluntary prepayment pursuant to this Clause 8.4 ( Voluntary prepayment ) shall be applied pro rata to each Tranche and, within each Tranche, pro rata to each Advance and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance.
8.5
Conditions for voluntary prepayment
The conditions referred to in Clause 8.4 ( Voluntary prepayment ) are that:

33     


(a)
a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000;
(b)
the Agent has received from the Borrower at least 30 days' prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and
(c)
the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with.
8.6
Effect of notice of prepayment
A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.
8.7
Notification of notice of prepayment
The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under paragraph (c) of Clause 8.5 ( Conditions for voluntary prepayment ).
8.8
Mandatory prepayment on sale or Total Loss
(a)
If a Ship is sold or becomes a Total Loss, the Borrower shall be obliged to prepay the outstanding amount of the Tranche in respect of that Ship:
(i)
in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or
(ii)
in the case of a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.
(b)
Simultaneously with the prepayment referred to in paragraph (a), the Borrower shall:
(i)
prepay the remaining Tranches of the Loan in the amount required (taking into account the net realisable value of any additional security provided pursuant to paragraph (b)) to ensure that the ratio described in Clause 15.1 (Minimum required security cover) is no lower immediately following the sale or Total Loss of the relevant Ship; and/or
(ii)
provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to paragraph (a) at least equal to the amount required to ensure that the ratio described in Clause 15.1 ( Minimum required security cover ) is no lower immediately following the sale or Total Loss of the relevant Ship and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par,
and any prepayment made pursuant to sub-paragraph (b)(i) of this Clause 8.8 ( Mandatory prepayment on sale or Total Loss ) shall be applied against the Loan in accordance with paragraph (b) of Clause 8.4 ( Voluntary prepayment ).

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(c)
This Clause 8.8 ( Mandatory prepayment on sale or Total Loss ) is without prejudice to the provisions of Clause 15.1 ( Minimum required security cover ).
8.9
Mandatory prepayment and cancellation on Change of Control
If there is a Change of Control, the Borrower shall be obliged to prepay the Loan in full and the Commitments shall terminate not later than 60 days following the occurrence of the Change of Control.
8.10
Mandatory prepayment and cancellation on breach of financial covenants
If the Borrower is not in compliance with the financial covenants in Clause 12.5 ( Financial Covenants ) at any time during the Security Period, the Borrower shall be obliged to repay the Loan in full (and the Commitments shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay the Loan.
8.11
Withdrawal of class certification
(a)
If the Borrower is not in compliance with paragraph (b) of Clause 14.3 ( Repair and classification ) in respect of any Ship at any time during the Security Period and such non-compliance is not remedied within 90 days, the Borrower shall be obliged to repay the Tranche in respect of the relevant Ship in full (and the Commitments in respect of that Tranche shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay that Tranche.
(b)
Any prepayment pursuant to this Clause 8.11 ( Withdrawal of class certification ) shall be applied pro rata to each Advance of the relevant Tranche and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance.
8.12
Termination of Charters
(a)
If a Charter is terminated or any party thereto rescinds or purports to rescind or repudiates a Charter, the Borrower shall be obliged to repay the Tranche in respect of the Ship to which that Charter relates in full (and the Commitments in respect of that Tranche shall be cancelled) not later than 15 Business Days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay that Tranche.
(b)
Any prepayment pursuant to this Clause 8.12 ( Termination of Charters ) shall be applied pro rata to each Advance of the relevant Tranche and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance.
8.13
Amounts payable on prepayment
(a)
A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 ( Indemnities ) or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an applicable Interest Period, together with any sums payable under Clause 21.1(b) but without premium or penalty.
(b)
Subject to paragraph (c) below, the Borrower must pay to the Agent for each Lender a prepayment fee on the date of prepayment of all or any part of the Loan.
(c)
The amount of the prepayment fee is 0.5 per cent. of the amount prepaid.

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(d)
No prepayment fee shall be payable under paragraph (b) of this Clause 8.13 ( Amounts payable on prepayment ) if the prepayment is made:
(i)
on the last day of the Interest Period applicable to the amount prepaid;
(ii)
under Clause 8.8 ( Mandatory prepayment on sale or Total Loss ) following the Total Loss of a Ship;
(iii)
at the time of the refinancing of the Ships by any of the Lenders;
(iv)
for refinancing one year or less before the last Maturity Date; or
(v)
following the exercise by any of the Lenders of their option under Clause 8.18 ( Put option ).
8.14
Reborrowing
No amount repaid may be reborrowed.
8.15
Voluntary cancellation of Commitments
Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Available Commitments.
8.16
Conditions for cancellation of Commitments
The conditions referred to in Clause 8.15 ( Voluntary cancellation of Commitments ) are that:
(a)
a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and
(b)
the Agent has received from the Borrower at least 30 days' prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect.
8.17
Effect of notice of cancellation
The service of a cancellation notice given under Clause 8.16 ( Conditions for cancellation of Commitments ) shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the Commitment of each Lender pro rata and the amount of the relevant Tranche(s).
8.18
Put option
(a)
Subject to paragraph (b) below, the Agent (acting on the instructions of a Lender or Lenders (together with any Lenders requesting that the Agent serve notice on the Borrower pursuant to paragraph (c) below, the " Notifying Lenders ")) may, by giving not more than 13 months and not less than 12 months prior written notice to the Borrower and the other Lenders require the Borrower to prepay the Contributions of the Notifying Lenders in a Tranche (the " Relevant Tranche ") on the seventh anniversary of the Drawdown Date of the Relevant Tranche, such prepayment to be made in accordance with Clause 8.4 ( Voluntary prepayment ) but applying the prepayment first against the Contribution in respect of the Relevant Tranche of all of the Notifying Lenders pro rata and then in accordance with paragraph (b) of Clause 8.4 ( Voluntary prepayment ).

36     


(b)
The Borrower shall not be required to prepay the Relevant Tranche pursuant to paragraph (a) if, within 3 Months of the date of the notice referred to in that paragraph the Contributions in respect of the Relevant Tranche of all of the Notifying Lenders has been transferred to another bank, financial institution, trust, fund or other entity acceptable to the Lenders (other than any Notifying Lenders that shall have no further Contribution following such Transfer) in accordance with Clause 30 ( Transfers and changes in lending offices ) but disregarding any requirement that a Lender transfer its Contribution in all Tranches.
(c)
In addition to a Lender's right to require the Agent to give the notice referred to in paragraph (a) above, if the Agent has given a notice under paragraph (a) in respect of certain Lenders, each other Lender shall have an additional 15 days to request that the Agent serve such a notice (notwithstanding that that notice may be given less than 12 months before the seventh anniversary of the relevant Drawdown Date).
8.19
Hedging and Unwinding of Designated Transactions
(a)
Neither a Swap Bank nor the Borrower may amend, supplement, extend or waive the terms of any Master Agreement without the consent of the Agent.
(b)
Paragraph (a) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or any Master Agreement Assignment.
(c)
On or prior to any full or partial repayment or prepayment of the Loan under this Clause 8 ( Repayment, prepayment and cancellation ) or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1 ( Amount of repayment instalments ).
(d)
Neither a Swap Bank nor the Borrower may terminate or close out any Transactions in respect of any Master Agreement (in whole or in part) except:
(i)
in accordance with paragraph (c) above;
(ii)
on the occurrence of an Illegality, Force Majeure Event, Tax Event, Tax Event Upon Merger or Credit Event Upon Merger (as each such expression is defined in the relevant Master Agreement) or a Failure to Pay (as such expression is defined in the relevant Master Agreement) which has not been remedied within one Business Day;
(iii)
on the occurrence of any of the events described in paragraph (e) of Clause 19.1 ( Events of Default ) in relation to the Borrower;
(iv)
in the case of termination or closing out by a Swap Bank, if the Agent serves notice under paragraph (a) of Clause 19.2 ( Actions following an Event of Default );
(v)
in the case of any other termination or closing out by a Swap Bank or the Borrower, with the consent of the Agent; or
(vi)
if the Secured Liabilities (other than in respect of the Master Agreements) have been irrevocably and unconditionally paid and discharged in full;

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(e)
If a Swap Bank or the Borrower terminates or closes out a Transaction in respect of a Master Agreement (in whole or in part) in accordance with paragraphs (d)(ii), (d)(iii) or (in the case of a Swap Bank only) (d)(v) above, it shall promptly notify the Agent of that termination or close out.
(f)
If a Swap Bank is entitled to terminate or close out any Transaction in respect of any Master Agreement under sub-paragraph (iv) of paragraph (d) above, such Swap Bank shall promptly terminate or close out such Transaction following a request to do so by the Security Agent.
(g)
A Swap Bank may only suspend making payments under a Transaction in respect of a Master Agreement if the Borrower is in breach of its payment obligations under any Transaction in respect of that Master Agreement.
8.20
Right of repayment and cancellation in relation to a single Lender
(a)
So long as no Potential Event of Default or Event of Default has occurred and is continuing, if:
(i)
any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 22.2 ( Grossing-up for taxes ) or under that clause as incorporated by reference or in full in any other Finance Document; or
(ii)
any Lender claims indemnification from the Borrower under Clause 21.1 (e) ( Indemnities regarding borrowing and repayment of Loan ) or Clause 28 ( Increased Costs );
the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.
(b)
On receipt of a notice of cancellation referred to in paragraph (a) above, any Commitment of that Lender shall immediately be reduced to zero.
(c)
On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.
9
CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT
9.1
Documents, fees and no default
Each Lender's obligation to contribute to a Tranche is subject to the following conditions precedent:
(a)
that, on or before the date of the first Drawdown Notice, the Agent receives the documents and fees described in Part A of Schedule 3 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers;
(b)
that, on or before the Drawdown Date for each Ship:
(i)
the Agent receives the documents described in Part B of Schedule 3 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers; and
(ii)
during the period from 31 December 2016 to the date of the initial Drawdown Notice and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not

38     


previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (A) on the rights or remedies of the Lenders, (B) on the performance of the Borrower and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or the Group;
(c)
that both at the date of each Drawdown Notice and at each Drawdown Date:
(i)
no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii)
the representations and warranties in Clause 10 (Representations and Warranties) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii)
none of the circumstances contemplated by Clause 5.8 (Market disruption) has occurred and is continuing; and
(iv)
since the filing of the latest audited financial statements, nothing shall have occurred (and neither the Facility Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which has had, or could reasonably be expected to have, a Material Adverse Effect;
(d)
that, if the ratio set out in Clause 15.1 ( Minimum required security cover ) were applied on the basis of the most recently provided valuations and immediately following the making of the relevant Tranche, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and
(e)
that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrower prior to the relevant Drawdown Date.
9.2
Waiver of conditions precedent
If the Majority Lenders, at their discretion, permit a Tranche to be borrowed before certain of the conditions referred to in Clause 9.1 ( Documents, fees and no default ) are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the Majority Lenders, specify).
9.3
Conditions subsequent
The Borrower undertakes to procure that the Agent shall receive:
(a)
no later than the later of 30 September 2018 and the Drawdown Date in respect of Ship A, evidence that Ship A has been unconditionally delivered by the Borrower to, and accepted by, the Charterer under the relevant Charter;
(b)
no later than the later of 30 November 2018 and the Drawdown Date in respect of Ship B, evidence that Ship B has been unconditionally delivered by the Borrower to, and accepted by, the Charterer under the relevant Charter;

39     


(c)
no later than the later of 31 January 2019 and the Drawdown Date in respect of Ship C, evidence that Ship C has been unconditionally delivered by the Borrower to, and accepted by, the Charterer under the relevant Charter;
(d)
no later than the later of 31 March 2019 and the Drawdown Date in respect of Ship D, evidence that Ship D has been unconditionally delivered by the Borrower to, and accepted by, the Charterer under the relevant Charter.
10
REPRESENTATIONS AND WARRANTIES
10.1
General
The Borrower represents and warrants to each Creditor Party as follows.
10.2
Status
(a)
It is duly incorporated, validly existing and in good standing under the laws of, and has the centre of its main interests in, Belgium; and
(b)
it is not a FATCA FFI or a US Tax Obligor.
10.3
Corporate power
It has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
(a)
to execute the Shipbuilding Contracts, to purchase and pay for each Ship under the relevant Shipbuilding Contract and register each ship in its name under the relevant Approved Flag;
(b)
to execute the Charters and to charter each Ship to the Charterer;
(c)
to execute the Finance Documents to which it is a party and the Master Agreements; and
(d)
to borrow under this Agreement, to enter into Designated Transactions under the Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents and the Master Agreements.
10.4
Consents in force
All the consents referred to in Clause 10.3 ( Corporate power ) remain in force and nothing has occurred which makes any of them liable to revocation.
10.5
Legal validity; effective Security Interests
The Finance Documents to which it is a party and the Master Agreements, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
(a)
constitute the Borrower's legal, valid and binding obligations enforceable against it in accordance with their respective terms; and
(b)
create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;

40     


subject to any relevant mandatory insolvency laws affecting creditors' rights generally and to general equity principles.
10.6
No third party Security Interests
Without limiting the generality of Clause 10.5 ( Legal validity; effective Security Interests ), at the time of the execution and delivery of each Finance Document:
(a)
the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and
(b)
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.
10.7
No conflicts
The execution by the Borrower of each Finance Document to which it is a party, and the borrowing by the Borrower of the Loan, and the Borrower's compliance with each Finance Document to which it is a party and each Master Agreement will not involve or lead to a contravention of:
(a)
any law or regulation; or
(b)
the constitutional documents of the Borrower; or
(c)
any contractual or other obligation or restriction which is binding on the Borrower or any of its subsidiaries or any of their respective assets.
10.8
No default
No Event of Default or Potential Event of Default has occurred and is continuing.
10.9
Information
All information which has been provided in writing by or on behalf of the Borrower or any Security Party to the Mandated Lead Arrangers or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.4 ( Information provided to be accurate ); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6 ( Form of financial statements ); and there has been no change in the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries since 30 June 2017 that is likely to have a Material Adverse Effect.
10.10
No litigation
No litigation, arbitration or administrative proceedings (including, but not limited to, investigative proceedings) involving the Borrower, the Facility or any Finance Documents has been threatened, commenced or taken or, to the Borrower's knowledge, is likely to be threatened, commenced or taken which, in any case, has had or is reasonably likely to have a Material Adverse Effect.
10.11
Validity and completeness of Shipbuilding Contracts and Charters
Each Shipbuilding Contract and each Charter constitutes valid, binding and enforceable obligations of the Borrower in accordance with its terms; and:

41     


(a)
the copies of the Shipbuilding Contracts and Charters delivered to the Agent before the date of this Agreement are true and complete copies;
(b)
no material amendments or additions to the Shipbuilding Contracts have been agreed nor has the Borrower or the Builder waived any of their respective material rights under the Shipbuilding Contracts other than as disclosed to the Lenders in writing prior to the date of this Agreement; and
(c)
no amendments or additions to the Charters have been agreed nor has the Borrower or the Charterer waived any of their respective rights under the Charters other than as disclosed to the Lenders in writing prior to the date of this Agreement.
10.12
No rebates etc.
There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower in connection with the purchase by the Borrower of the Ships, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement.
10.13
Compliance with certain undertakings
At the date of this Agreement, the Borrower is in compliance with Clauses 11.2 ( Title; negative pledge ) and 11.13 ( Principal place of business ).
10.14
Taxes paid
The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower and its business.
10.15
No money laundering
Without prejudice to the generality of Clause 2.3 ( Purpose of Tranche ), in relation to the utilisation by the Borrower of the Tranches granted or to be granted to it under this Agreement, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (2015/849/EC) of the European Parliament and of the Council).
10.16
Anti-Corruption Laws
The Borrower has conducted its business in compliance with all applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
10.17
Sanctions
Each Relevant Person has been and is in compliance with all Sanctions Laws and no Relevant Person:
(a)
is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or

42     


(b)
has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws.
10.18
ISM Code and ISPS Code compliance
All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ships have been, or will be, complied with at the time of the Drawdown Date relating to each Ship.
10.19
Pari passu obligations
The payment obligations of the Borrower under this Agreement and the other Finance Documents and the Master Agreements rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally.
10.20
Environmental matters
Except as many have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent:
(a)
the Borrower has complied with the provisions of all Environmental Laws;
(b)
the Borrower has obtained all Environmental Approvals and is in compliance with all Environmental Approvals;
(c)
the Borrower has not received notice of any Environmental Claim that alleges that it is not in compliance with any Environmental Law of any Environmental Approval;
(d)
there is no Environmental Claim pending or, to the best of the Borrower's knowledge and belief (having made due enquiry), threatened against the Borrower or either Ship; and
(e)
no Environmental Incident which could or might give rise to any Environmental Claim has occurred.
10.21
Deduction of Tax
The Borrower is not required to make any Tax Deduction from any payment it may make under any Finance Document.
10.22
No filing or stamp taxes
Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents to which the Borrower is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion and which will be made or paid promptly after the date of the relevant Finance Document except the registration of each Mortgage at the registry.

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10.23
Governing law and enforcement
(a)
The choice of governing law of each Finance Document to which the Borrower is a party will be recognised and enforced in its Relevant Jurisdictions.
(b)
Subject to any limitations set out in any legal opinion delivered pursuant to Clause 9 ( Conditions Precedent and Conditions Subsequent) any judgment obtained in relation to a Finance Document to which the Borrower is a party in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.
10.24
Insolvency
No corporate action, legal proceeding or other procedure or step described in paragraph (e) of Clause 19.1 ( Events of Default ) has been taken or, to its knowledge, threatened in relation to the Borrower which would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents.
10.25
No breach of laws
The Borrower has not breached any law or regulation which would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents.
11
GENERAL UNDERTAKINGS
11.1
General
The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 ( General Undertakings ) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
11.2
Title; negative pledge
The Borrower shall hold the legal title to, and own the entire beneficial interest in each Ship, its Earnings and Insurances, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests.
11.3
Disposal of assets
The Borrower will not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business and for fair market value.
11.4
Information provided to be accurate
All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document or Master Agreement will be true, accurate and not misleading and will not omit any material fact or consideration.
11.5
Provision of financial statements

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The Borrower will send to the Agent:
(a)
as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrower from and including the financial year ending 31 December 2017, the audited consolidated accounts of the Group;
(b)
as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the unaudited consolidated semi-annual accounts of the Group certified as to its correctness by the chief financial officer of the Borrower;
(c)
as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrower and provided that these documents have not been published on the Borrower’s website or sent to the Lenders in the form of a press release, unaudited consolidated income statements of the Group certified as to their correctness by the chief financial officer of the Borrower and unaudited individual income statements of the Borrower certified as to their correctness by an officer or director of the Borrower;
(d)
as soon as possible, but not later than 120 days after the end of each financial year of the Borrower, a financial projection for the Group for the next 3 years in a format which is acceptable to the Agent;
(e)
promptly following the end of each financial quarter of the Borrower, a bank statement (including the cash movements) in respect of each Earnings Account for that quarter prepared by the Account Bank; and
(f)
together with each set of accounts referred to in paragraphs (a) and (b), a compliance certificate (together with supporting schedules, if any) signed by the chief financial officer of the Borrower in the form attached as Schedule 6 ( Form of Certificate of Compliance ) (or in any other format which the Agent may approve and with such other information as the Agent may require) evidencing compliance with the financial undertakings in Clause 12.5 ( Financial Covenants ) and also listing the Fair Market Value of each of the Ships.
11.6
Form of financial statements
The audited accounts delivered under Clause 11.5 ( Provision of financial statements ) will:
(a)
be prepared in accordance with all applicable laws and IFRS consistently applied;
(b)
give a true and fair view of the state of affairs of the Borrower at the date of those accounts and of profit for the period to which those accounts relate; and
(c)
fully disclose or provide for all significant liabilities of the Borrower.
11.7
Provision of further information
(a)
The Borrower will, as soon as practicable after receiving a request from the Agent provide the Agent with such additional financial information in relation to the Group which may be reasonably requested by the Agent or any Lender through the Agent provided that such information can be delivered without the Borrower breaching any duty of confidentiality and unless such financial information is available on the Borrower's website (www.euronav.com).
(b)
The Borrower shall supply to the Agent, promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions Laws against it, any

45     


of its direct or indirect owners, subsidiaries or any of their respective directors, officers, employees, agents or representatives.
11.8
Creditor notices
The Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to all of the Borrower's shareholders or creditors or to the whole of any class of them.
11.9
Consents
The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:
(a)
for the Borrower to perform its obligations under any Finance Document to which it is a party and any Master Agreement;
(b)
for the validity or enforceability of any Finance Document to which it is a party and any Master Agreement;
and the Borrower will comply with the terms of all such consents.
11.10
Maintenance of Security Interests
The Borrower will:
(a)
at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and
(b)
without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which, in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
11.11
Notification of litigation
The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party or a Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.
11.12
No amendment to Shipbuilding Contracts or Charters
The Borrower will not cancel or agree to any material amendment or supplement to, or waive or fail to enforce, any Shipbuilding Contract or Charter or any of their respective material provisions.
11.13
Principal place of business
The Borrower will notify the Agent if it has a place of business in any jurisdiction which would require a Finance Document to which it is a party to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes.

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11.14
Notification of default
The Borrower will notify the Agent as soon as it becomes aware of:
(a)
the occurrence of an Event of Default or Potential Event of Default; or
(b)
any matter which indicates that an Event of Default or Potential Event of Default may have occurred,
and will keep the Agent fully up‑to‑date with all developments.
11.15
Access to books and records
The Borrower shall permit one or more representatives of the Agent, at the request of the Agent, to have reasonable access to its books and records and to inspect the same during normal business hours at its offices upon reasonable prior written notice.
11.16
Press releases
The Borrower will send to the Agent, at the same time as they are dispatched, copies of all press releases which are issued by it.
11.17
Pari passu ranking
The Borrower's payment obligations under this Agreement and any other Finance Document to which it is a party and any Master Agreement shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
11.18
Conduct of business; compliance with laws
The Borrower shall conduct its business in a proper and efficient manner in compliance with:
(a)
its constitutional documents;
(b)
all Sanctions Laws;
(c)
all Anti-Corruption Laws;
(d)
all Environmental Laws; and
(e)
all other laws and regulations applicable to its business,
and shall notify the Agent immediately upon becoming aware of any breach of any such document, law or regulation.
11.19
Know your customer requirements
Promptly upon the Agent's request the Borrower will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary "know your client" or other checks which it is required to carry out in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers.

47     


11.20
Compliance with Sanctions Laws
The Borrower shall:
(a)
ensure that neither it nor any of its subsidiaries is or will become a Restricted Party;
(b)
use reasonable endeavours to procure that no director, officer, employee, agent or representative of it or any of its subsidiaries is or will become a Restricted Party; and
(c)
procure that no proceeds of any Advance shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner or for a purpose prohibited by Sanctions Laws.
11.21
Documents to be provided following execution of a Master Agreement
Following the execution of each Master Agreement, the Borrower shall procure that promptly following the execution of such Master Agreement the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers:
(a)
a Master Agreement Assignment in relation to the relevant Master Agreement;
(b)
a copy of the relevant Master Agreement and all amendments to it;
(c)
if required by the Agent and in the case of each Mortgage an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement;
(d)
if required by the Agent and in the case of a Finance Document an amendment or addenda to that Finance Document specifying such consequential amendments to that Finance Document as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement;
(e)
in each case if required for the provisions of the legal opinions referred to in paragraph (f), copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Mortgage amendments and addenda referred to in paragraph (a);
(f)
the original of any power of attorney under which the Master Agreement Assignment referred to in paragraph (a) and any of the Mortgage amendments and addenda referred to in paragraph (c) are to be executed on behalf of the Borrower;
(g)
documentary evidence that the Mortgage amendments and addenda referred to in paragraph (a) have been duly registered against that Ship as valid amendment or addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;
(h)
if required by the Agent, favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered and such other relevant jurisdictions as the Agent may require; and
(i)
if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
12
CORPORATE UNDERTAKINGS
12.1
General

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The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 ( Corporate Undertakings ) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
12.2
Maintenance of status
The Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and the Borrower shall maintain its listing on the First Market of Euronext Brussels and the New York Stock Exchange or such other reputable international stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed.
12.3
No change of business
The Borrower will not operate outside the scope of its Articles of Association as at the date of this Agreement.
12.4
No merger etc.
(a)
Subject to paragraph (b) below, the Borrower shall not, and shall procure that none of its subsidiaries will, enter into any amalgamation, merger, demerger, corporate reconstruction or corporate redomiciliation.
(b)
Paragraph (a) above does not apply to:
(i)
any sale, lease, transfer of or other disposal permitted pursuant to Clause 11.3 ( Disposal of assets );
(ii)
the merger, consolidation, amalgamation of a subsidiary of the Borrower with any other subsidiary of the Borrower;
(iii)
the conveyance or sale of all or substantially all of the assets of a subsidiary of the Borrower with any other subsidiary of the Borrower; or
(iv)
the merger of a subsidiary of the Borrower with Gener8 Maritime, Inc..
12.5
Financial Covenants
The Borrower will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that:
(a)
Consolidated Working Capital shall not be less than $0;
(b)
Free Liquid Assets are not less than the higher of:
(i)
$50,000,000;
(ii)
5 per cent. of Total Indebtedness;
(c)
the amount of Cash shall equal or exceed US$30,000,000; and
(d)
the ratio of Stockholders’ Equity to Total Assets is not less than 30 per cent.
In this Clause 12.5 ( Financial Covenants ):

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" Cash " means, at any date of determination under this Agreement, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time;
" Consolidated Current Assets " means, at any date of determination under this Agreement, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months;
" Consolidated Current Liabilities " means, at any date of determination under this Agreement, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
" Consolidated Working Capital " means Consolidated Current Assets less Consolidated Current Liabilities;
" Free Liquid Assets " means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months;
" Latest Balance Sheet " means, at any date, the consolidated balance sheet of the Group most recently delivered to the Agent pursuant to Clause 11.5 ( Provision of financial statements ) and/or most recently made publicly available;
" Stockholders' Equity " means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
" Total Assets " means, at any date of determination under this Agreement, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and
" Total Indebtedness " means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short-term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.
12.6
Change in IFRS
If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Group generally or any member of the Group individually and the effect of complying with that change would result in the value for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of which the Lenders would reasonably expect to have been informed, the Borrower shall immediately notify the Agent of

50     


that change and procure that, as soon as reasonably practicable thereafter, the Borrower's auditors deliver to the Agent:
(a)
a description of the change and what adjustments would need to be made to the financial statements of the Group following that change in order to reverse the effects of that change so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and
(b)
such information, in form and substance acceptable to the Agent, as may be required:
(i)
to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Group set out in Clause 12.5 (Financial Covenants) (based on IFRS and all applicable laws in effect at the date of this Agreement); and
(ii)
to assist the Lenders in making an accurate comparison between the financial position of the Group indicated in the financial statements prepared following the change and those prepared prior to it.
In the event that the Lenders are satisfied that, based on the information provided by the Borrower’s auditors, the financial covenants in Clause 12.5 ( Financial Covenants ) have been complied with, the Lenders and the Borrower shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change.
12.7
Change of accounting period
The Borrower shall not change its fiscal year end date being 31 December.
12.8
Restrictions on dividends
The Borrower may only pay a dividend or make a distribution and/or buy-back, redeem or cancel its own common stock or otherwise return any income or capital to shareholders if the following conditions are satisfied:
(a)
no Event of Default has occurred and is continuing or would result upon payment of the proposed dividend, distribution or buy-back or other relevant sum; and
(b)
the payment of such dividend or distribution or other relevant sum would not cause any breach of any of the financial covenants set out in Clause 12.5 ( Financial Covenants ).
12.9
Payment of taxes
The Borrower shall pay when due all taxes applicable to, or imposed on or in relation to it, its business or a Ship to be owned by it.
12.10
Negative undertakings
The Borrower will not:
(a)
change its legal name, type of organisation or jurisdiction of incorporation; and

51     


(b)
provide any form of credit or financial assistance to any person or enter into any transaction with or involving any person on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length.
12.11
Notification of Sanctions
The Borrower shall:
(a)
supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), as well as information on what steps are being taken with regards to answering or opposing the same;
(b)
inform the Agent promptly upon becoming aware that any of (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), has become or is likely to become a Restricted Party.
12.12
Incurrence of Financial Indebtedness
The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness if, as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of the Borrower set out in Clause 12.5 ( Financial Covenants ) would be breached, on the date of such incurrence.
12.13
Other transactions
The Borrower shall not enter into any transaction with an Affiliate on terms which are, in any respect, less favourable to it that those which it could obtain in a bargain made at arm’s length.
13
INSURANCE
13.1
General
The Borrower also undertakes with each Creditor Party to comply with the following provisions of Clause 13 ( Insurance ) at all times during the Security Period (in the case of each Ship after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
13.2
Maintenance of obligatory insurances
The Borrower shall keep each Ship insured at its own expense against:
(a)
fire and usual marine risks and war risks (including hull and machinery, hull and freight interest, piracy, terrorism, missing vessel cover, blocking and trapping and confiscation);
(b)
protection and indemnity risks (including pollution risks), on "full entry terms"; and
(c)
any other risks against which the Agent acting on the instructions of the Majority Lenders considers it would be customary for a leading operator of vessels of the same age and type as the Ships to insure, having regard to practices and other circumstances prevailing at the relevant time and the Ships' trading areas, and which are specified by the Agent by notice to the Borrower.

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13.3
Terms of obligatory insurances
The Borrower shall, effect such insurances in respect of each Ship:
(a)
in Dollars;
(b)
in the case of hull and machinery and war risks (including coverage for war protection and indemnity with a separate limit for the same amounts insured under war hull), in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 120 per cent. of the aggregate of the Loan and the Swap Exposure and (ii) the Fair Market Value of that Ship;
(c)
in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship;
(d)
in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry (currently $1,000,000,000) with a protection and indemnity association belonging to the International Group of Protection and Indemnity Associations;
(e)
in relation to protection and indemnity risks in respect of the Ship's full tonnage on full entry terms;
(f)
on approved terms; and
(g)
through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
13.4
Further protections for the Creditor Parties
In addition to the terms set out in Clause 13.3 ( Terms of obligatory insurances ), the Borrower shall procure that the obligatory insurances shall:
(a)
in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(b)
name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;
(c)
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set‑off, counterclaim or deductions or condition whatsoever;
(d)
provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and
(e)
provide that the Security Trustee may make proof of loss if the Borrower fails to do so.
13.5
Renewals

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The Borrower shall ensure that:
(a)
before the expiry of any obligatory insurance, that obligatory insurance is renewed; and
(b)
promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.    
If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrower shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed.
13.6
Letters of undertaking
In relation to all obligatory insurances effected from time to time under Clause 13.2 ( Maintenance of obligatory insurances ), the Borrower shall ensure that all brokers and any protection and indemnity or war risks associations in which a Ship is entered, in each case being approved by the Security Trustee (such approval not to be unreasonably withheld), provide the Security Trustee with letters of undertaking:
(a)
in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member;
(b)
in the case of a protection and indemnity or war risks association, in its standard form.
If any of the obligatory insurances referred to in Clause (a) and/or (b) form part of a fleet cover, the Borrower will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 ( Letters of undertaking ) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances.
13.7
Copies of certificates of entry
The Borrower shall ensure that any protection and indemnity and/or war risks associations in which each Ship is entered provides the Security Trustee with a certified copy of the certificate of entry for that Ship.
13.8
Deposit of original policies
The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.
13.9
Payment of premiums
The Borrower shall ensure that (taking account of any applicable grace periods) all premiums, calls or contributions or other sums of money from time to time due in respect of any obligatory insurances are paid in full and produce all relevant receipts when so required by the Security Trustee.

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13.10
Guarantees
The Borrower shall arrange for the execution and delivery of all guarantees and indemnities as may from time to time be required by a Ship's P&I Club or war risks association.
13.11
Compliance with terms of insurances
The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance in relation to a Ship invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:
(a)
the Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;
(b)
the Borrower shall not make any changes relating to the classification or classification society or manager or operator of a Ship approved by the underwriters of the obligatory insurances;
(c)
the Borrower shall make (and on request promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which a Ship it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
(d)
the Borrower shall not employ a Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
13.12
Alteration to terms of insurances
The Borrower will procure that:
(a)
no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and
(b)
all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part.
13.13
Settlement of claims
The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

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13.14
Provision of information
The Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:
(a)
obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)
effecting or renewing any such insurances as are referred to in Clause 13.15 ( Mortgagee's interest and additional perils insurances ) or dealing with or considering any matters relating to any such insurances;
and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a) and (i) required as a condition precedent to an Advance being made, (ii) at a time when an Event of Default has occurred that is continuing; or (iii) in respect of the first such review in any calendar year.
13.15
Mortgagee's interest and additional perils insurances
The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect, maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's interest marine insurance in such amounts on such terms reasonably available in the market, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Agent or the Security Trustee (as the case may be) in respect of all reasonable premiums and other reasonable expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance Provided that the cover in respect of each of the mortgagee's interest additional perils insurance and the mortgagee’s interest marine insurance shall not be less than 110 per cent. of the aggregate of the Loan and the Swap Exposure.
Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrower of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected. If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrower can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrower.
14
SHIP COVENANTS
14.1
General
The Borrower also undertakes with each Creditor Party to comply with the provisions of this Clause 14 ( Ship Covenants ) at all times during the Security Period (in the case of each Ship after

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the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld or delayed in the case of Clause 14.2 ( Ship's name and registration ), paragraphs (b) to (e) of Clause 14.13 ( Restrictions on chartering, appointment of managers etc. ) and Clause 14.15 ( Sharing of Earnings ).
14.2
Ship's name and registration
The Borrower shall keep each Ship registered in its name on an Approved Flag; and shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled and shall not change the name or country of registry of the Ship Provided that the Borrower may change the registry of the Ship to any Approved Flag without the consent of the Lenders subject to:
(a)
the Borrower notifying the Agent of the change and the grounds for the change in advance; and
(b)
the Borrower providing the Creditor Parties with replacement security at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on the Ship and subject to any appropriate consequential amendments to the Finance Documents.
14.3
Repair and classification
The Borrower shall keep each Ship in a good safe condition and state of repair:
(a)
consistent with first-class ship ownership and management practice;
(b)
so as to maintain that Ship's class specified in Schedule 5 ( Details of Ships ) free of overdue recommendations and conditions affecting that Ship's class with the relevant Approved Classification Society; and
(c)
so as to comply with all laws and regulations applicable to vessels registered on the applicable Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.
14.4
Class records
Promptly following the Agent's request, the Borrower shall provide a confirmation of class certificate in respect of the Ships Provided that the Agent shall not, and the Lenders shall not require the Agent to exercise this right in a manner that is unreasonably onerous to the Borrower.
14.5
Modification
The Borrower shall not make any modification or repairs to, or replacement of, a Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of a Ship or reduce its value.
14.6
Removal of parts
The Borrower shall not remove any material part of a Ship, or any item of equipment installed on a Ship, except in the normal course of maintenance and repair, unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on a Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage

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Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship concerned.
14.7
Surveys
The Borrower shall submit each Ship regularly to such periodical or other surveys which may be required for that Ship's classification purposes and shall comply with all conditions and recommendations affecting that Ship's class of the relevant classification society in accordance with their terms unless waived.
14.8
Inspection
The Borrower shall permit the Agent (by surveyors or other persons appointed by it for that purpose, at the Borrower’s expense where an Event of Default has occurred and is continuing or otherwise once per year) on 3 months' prior notice to board a Ship at all reasonable times to inspect its condition (without interfering with that Ship's normal operation or otherwise impair the ability of the Borrower to meet its obligations under any charter in respect of the relevant Ship) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.
14.9
Prevention of and release from arrest
The Borrower shall promptly discharge, unless the same is being contested in good faith by the Borrower:
(a)
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any such Ship, its Earnings or the Insurances in relation any such Ship;
(b)
all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and
(c)
all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship;
and, forthwith upon receiving notice of the arrest of a Ship, or of its detention in exercise or purported exercise of any lien or claim, unless the same is being contested in good faith by the Borrower, the Borrower shall as soon as possible or in any event within 30 days (or such greater period as may be agreed by the Agent) procure its release by providing bail or otherwise as the circumstances may require.
14.10
Compliance with laws etc.
The Borrower shall:
(a)
comply, or procure compliance with all laws or regulations:
(i)
relating to its business generally; and
(ii)
relating to each Ship, its ownership, employment, operation, management and registration,
including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Flag in relation to each Ship;

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(b)
obtain, comply with and do all that is necessary to maintain in full force and effect any consents required to be obtained and maintained by the Borrower in connection with any Environmental Laws;
(c)
without limiting paragraph (a) above, not employ a Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws; and
(d)
procure that neither it nor any member of the Group is or becomes a Restricted Party.
14.11
Provision of information
The Borrower shall promptly provide the Agent with any information which it reasonably requests regarding:
(a)
a Ship, its employment, position and engagements;
(b)
the Earnings and payments and amounts due to a Ship's master and crew;
(c)
any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of a Ship and any payments made in respect of a Ship;
(d)
any towages and salvages;
(e)
the Borrower, the Approved Managers' or a Ship's compliance with the ISM Code and/or the ISPS Code,
and, upon the Agent's request, to provide copies of any current charter relating to a Ship and of any current charter guarantee (unless the Borrower is prohibited to do so under applicable confidentiality provisions and if there is any such confidentiality provision, the Borrower shall use all reasonable endeavours to provide such copies) and copies of a Ship's Safety Management Certificate and any inspection reports in respect of a Ship.
14.12
Notification of certain events
The Borrower shall immediately notify the Agent by email, confirmed forthwith by letter, of:
(a)
any casualty of a Ship which is or is likely to be or to become a Major Casualty;
(b)
any occurrence as a result of which a Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c)
any requirement or recommendation made by any insurer or classification society or by any competent authority in respect of a Ship which is not complied with within the applicable time limit;
(d)
any arrest or detention of a Ship, any exercise of any lien on a Ship or its Earnings or any requisition of a Ship for hire which may be material in the context of this Agreement;
(e)
any Environmental Claim made against the Borrower or in connection with a Ship, or any Environmental Incident;
(f)
any claim for breach of the ISM Code or the ISPS Code being made against an Borrower, an Approved Manager or otherwise in connection with a Ship; or

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(g)
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;
and the Borrower shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of the Borrower's, the Approved Manager's or any other person's response to any of those events or matters and, following the occurrence of a Major Casualty, the Agent shall request and, following such request the Borrower shall provide to the Agent copies of any inspection reports or valuations received by the Borrower in connection with such occurrence.
14.13
Restrictions on chartering, appointment of managers etc.
The Borrower shall not:
(a)
let a Ship on demise charter for any period without the consent of the Agent (acting on the instructions of the Lenders);
(b)
enter into any charter in relation to a Ship under which more than 2 months' hire (or the equivalent) is payable in advance;
(c)
charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;
(d)
appoint a manager of a Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager's appointment; or
(e)
put a Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either:
(i)
that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or
(ii)
the cost of such work is covered by insurances; or
(iii)
the Borrower establishes to the reasonable satisfaction of the Agent that it has sufficient funds to pay for the cost of such work.
14.14
Notice of Mortgage
The Borrower shall keep each Mortgage registered against a Ship as a valid first priority mortgage, carry on board that Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by the Borrower to the Security Trustee.
14.15
Sharing of Earnings
The Borrower will not enter into any agreement or arrangement for the sharing of any Earnings.
14.16
Green passport
The Borrower shall ensure that at all times each Ship carries an inventory or similar document of all potentially hazardous materials on board that Ship or any equivalent document as may be required by that Ship's classification society.

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15
SECURITY COVER
15.1
Minimum required security cover
Clause 15.2 ( Provision of additional security; prepayment ) applies if the Agent notifies the Borrower that:
(a)
the aggregate of the Fair Market Values (determined as provided in Clause 15.3 ( Valuation of Ships ) of each Ship subject to a Mortgage; plus
(b)
the net realisable value of any additional security previously provided under this Clause 15 ( Security Cover );
is below:
(i)
at any time when all of the Ships are on charter to the Charterer pursuant to a Charter, 120 per cent. of the aggregate of the Loan and the Swap Exposure; and
(ii)
at any other time, 125 per cent. of the aggregate of the Loan and the Swap Exposure.
15.2
Provision of additional security; prepayment
If the Agent serves a notice on the Borrower under Clause 15.1 ( Minimum required security cover ), the Borrower shall, within 30 days after the date on which the Agent's notice is served:
(a)
provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to paragraph (b) of Clause 15.2 ( Provision of additional security; prepayment ) in response to the same notice) at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders (acting reasonably), approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par; and/or
(b)
prepay such part of the Loan as will eliminate the shortfall (taking into account the net realisable value of any additional security provided pursuant to paragraph (a) of Clause 15.2 ( Provision of additional security; prepayment ) in response to the same notice).
15.3
Valuation of Ships
The Fair Market Value of a Ship at any date is that shown by the average of 2 valuations:
(a)
as at a date not more than 30 days previously;
(b)
by an Approved Shipbroker;
(c)
without physical inspection of that Ship;
(d)
on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment;
(e)
after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

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If one valuation in respect of a Ship differs by at least 10 per cent. from the other valuation, then a third valuation for that Ship shall be obtained by an Approved Shipbroker selected by the Agent and the Fair Market Value of that Ship shall be the average of all three valuations.
The Borrower shall provide (at its own cost) the valuations addressed to the Agent of each Ship which are required to determine its Fair Market Value pursuant to this Clause 15.3 ( Valuation of Ships ) at the same time as the Borrower provides to the Agent the compliance certificates pursuant to paragraph (e) of Clause 11.5 ( Provision of financial statements ) and, after the occurrence of an Event of Default which is continuing, whenever requested by the Agent.
15.4
Value of additional vessel security
The net realisable value of any additional security which is provided under Clause 15.2 ( Provision of additional security; prepayment ) and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3 ( Valuation of Ships ).
15.5
Valuations binding
Any valuation under Clause 15.2 ( Provision of additional security; prepayment ), 15.3 ( Valuation of Ships ) or 15.4 ( Value of additional vessel security ) shall be binding and conclusive as regards the Borrower and the Lenders, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest over a vessel.
15.6
Provision of information
The Borrower shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.3 ( Valuation of Ships ) or 15.4 ( Value of additional vessel security ) with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of its valuation.
15.7
Payment of valuation expenses
Without prejudice to the generality of the Borrower’s obligations under Clauses 20.2 ( Costs of negotiation, preparation etc. ), 20.3 ( Costs of variations, amendments, enforcement etc. ) and 21.3 ( Miscellaneous indemnities ), the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.
15.8
Application of prepayment
(a)
Clause 8 ( Repayment, Prepayment and Cancellation ) shall apply in relation to any prepayment pursuant to paragraph (b) of Clause 15.2 ( Provision of additional security; prepayment ).
(b)
Any prepayment pursuant to paragraph (b) of Clause 15.2 shall be applied pro rata to each Tranche and, within each Tranche, pro rata to each Advance and pro rata to each repayment instalment then outstanding (including any balloon) under each Advance.
16
PAYMENTS AND CALCULATIONS
16.1
Currency and method of payments
All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

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(a)
by not later than 11.00 a.m. (New York City time) on the due date;
(b)
in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);
(c)
in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and
(d)
in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.
16.2
Payment on non-Business Day
If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:
(a)
the due date shall be extended to the next succeeding Business Day; or
(b)
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;
and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.
16.3
Basis for calculation of periodic payments
All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
16.4
Distribution of payments to Creditor Parties
Subject to Clause 16.5 ( Permitted deductions by Agent ), Clause 16.6 ( Agent only obliged to pay when monies received ) and Clause 16.7 ( Refund to Agent of monies not received ):
(a)
any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and
(b)
amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.
16.5
Permitted deductions by Agent
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document

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or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.
16.6
Agent only obliged to pay when monies received
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum.
16.7
Refund to Agent of monies not received
If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:
(a)
refund the sum in full to the Agent; and
(b)
pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.
16.8
Agent may assume receipt
Clause 16.7 ( Refund to Agent of monies not received ) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.
16.9
Creditor Party accounts
Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.
16.10
Agent's memorandum account
The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.
16.11
Accounts prima facie evidence
If any accounts maintained under Clauses 16.9 ( Creditor Party accounts ) and 16.10 ( Agent's memorandum account ) show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.
16.12
Impaired Agent
(a)
If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 16.1 ( Currency and method of payments ) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution

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which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account for the benefit of the Creditor Party or Creditor Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.
(b)
All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c)
Where the Borrower or a Lender has made a payment in accordance with this Clause 16.12 ( Impaired Agent ) it shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d)
Promptly upon the appointment of a successor Agent in accordance with Clause 24 ( The Agent, the Mandated Lead Arrangers and the Reference Banks) each party which has made a payment to a trust account in accordance with this Clause 16.12 ( Impaired Agent ) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 16.4 ( Distribution of payments to Creditor Parties ).
17
APPLICATION OF RECEIPTS
17.1
Normal order of application
Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:
(a)
FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;
(b)
SECONDLY: in or towards satisfaction of any amounts then due and payable to the Creditor Parties (other than the Swap Banks) under the Finance Documents (or any of them) in such order of application and/or such proportions as the Agent, acting with the authorisation of the Lenders, may specify by notice to the Borrower, the Security Parties and the other Creditor Parties,
(c)
THIRDLY: in retention of an amount equal to any amount not then due and payable to the Creditor Parties (other than the Swap Banks) under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (b);
(d)
FOURTHLY: in or towards satisfaction pro rata of any amount then due and payable under any Master Agreement which relates to a Designated Transaction;
(e)
FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Master Agreement which relates to a Designated Transaction but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (d); and

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(f)
SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.
17.2
Variation of order of application
The Agent may, with the authorisation of the Lenders and the Swap Banks by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 ( Normal order of application ) either as regards a specified sum or sums or as regards sums in a specified category or categories.
17.3
Notice of variation of order of application
The Agent may give notices under Clause 17.2 ( Variation of order of application ) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
17.4
Appropriation rights overridden
This Clause 17 ( Application of Receipts ) and any notice which the Agent gives under Clause 17.2 ( Variation of order of application ) shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.
18
APPLICATION OF EARNINGS
18.1
Earnings
The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (and subject only to the provisions of the General Assignments) all the Earnings of each Ship and proceeds under any Insurances in relation to each Ship are paid to the Earnings Account without delay or deductions Provided that the Earnings in respect of each Ship shall be available to the Borrower unless an Event of Default has occurred and is continuing.
18.2
Location of accounts
The Borrower shall promptly:
(a)
comply with any requirement of the Agent as to the location or re‑location of the Earnings Account; and
(b)
execute any documents which the Agent reasonably specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.
19
EVENTS OF DEFAULT
19.1
Events of Default
An Event of Default occurs if:
(a)
the Borrower or any Security Party fails to pay when due or, if payable on demand, on such demand, any sum payable under a Finance Document or under any document relating to a Finance Document unless its failure to pay is caused by an administrative or technical error and payment is made within 3 Business Days of its due date; or

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(b)
any breach occurs of Clause 9.2 ( Waiver of conditions precedent ), Clause 10.17 ( Sanctions ), Clause 11.2 ( Title; negative pledge ), Clause 11.3 ( Disposal of assets ), Clause 11.18 ( Conduct of business; compliance with laws ) in so far as it relates to Sanctions Laws, Clause 11.20 ( Compliance with Sanctions Laws ), Clause 12.2 ( Maintenance of status ), Clause 12.3 ( No change of business ), Clause 12.4 ( No merger etc. ), Clause 12.8 ( Restrictions on dividends ), Clause 12.11 ( Notification of Sanctions), Clause 13 ( Insurance ), paragraph (c) of Clause 14.10 ( Compliance with laws etc. ), or Clause 15.2 ( Provision of additional security; prepayment ); or
(c)
(subject to any applicable grace period in the relevant Finance Documents) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such default is capable of remedy, such default continues unremedied 30 days after written notice from the Agent requesting action to remedy the same; or
(d)
any representation, warranty or statement made by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made; or
(e)
any of the following occurs in relation to a Relevant Person:
(i)
a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or
(ii)
a Relevant Person fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction or any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $10,000,000 or more or the equivalent in another currency; or
(iii)
an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or any administrative or other receiver is appointed over any asset of a Relevant Person; or
(iv)
a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or an administration notice is given or filed in relation to a Relevant Person, or a winding up or administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or
(v)
a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or
(vi)
a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non‑judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or

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(vii)
any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi); or
(viii)
in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or
(f)
any repayment of principal in respect of, or any payment of interest on, any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period (unless the due date for payment thereof is rescheduled with the agreement of the relevant creditor before the expiry of such grace period);or
(g)
any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described); or
(h)
any commitment to the Borrower for any Financial Indebtedness is cancelled by a creditor of the Borrower by reason of an event of default (however described); or
(i)
any Financial Indebtedness of the Borrower becomes capable of being declared due and payable prior to its specified maturity or any commitment to the Borrower for any Financial Indebtedness becomes capable of being cancelled in either case as a result of an event of default (howsoever described) and the event giving rise to that event of default is not waived or remedied to the satisfaction of the relevant creditor within 30 days of its occurrence;
provided that (with respect to sub-paragraphs (f) to (i) above) no Event of Default will occur under these sub-paragraphs (f) to (i) above if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (f) to (i) above is less than $10,000,000 (or its equivalent in any other currency or currencies).
(j)
the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or
(k)
it becomes unlawful in any Pertinent Jurisdiction or impossible:
(i)
for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or
(ii)
for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or
(l)
any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or
(m)
any event or circumstance occurs which has, or could reasonably be expected to have, a Material Adverse Effect; or
(n)
at any time, the Borrower is not in compliance with all material Environmental Laws relating to the Ship, its ownership, operation and management or to the business of the Borrower; or

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(o)
the Borrower rescinds or repudiates a Finance Document.
19.2
Actions following an Event of Default
On, or at any time after, the occurrence of an Event of Default which is continuing:
(a)
the Agent may, and if so instructed by the Majority Lenders, the Agent shall:
(i)
serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are terminated; and/or
(ii)
serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or
(iii)
take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or
(b)
the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law.
19.3
Termination of Commitments
On the service of a notice under paragraph (a)(i) of Clause 19.2 ( Actions following an Event of Default ), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall terminate.
19.4
Acceleration of Loan
On the service of a notice under paragraph (a)(ii) of Clause 19.2 ( Actions following an Event of Default ), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.
19.5
Default interest upon the occurrence of an Event of Default
On and at any time after the occurrence of an Event of Default (and, in the circumstances described in paragraph (a) of Clause 19.1 ( Events of Default ), provided that the grace period in that paragraph, if applicable, has expired), the Agent may by notice to the Borrower declare that from the date such Event of Default occurs and while such Event of Default is continuing interest shall accrue on the Loan and any other amounts outstanding under the Finance Documents at the rate set out in Clause 7.1 ( Default interest ).
19.6
Multiple notices; action without notice
The Agent may serve notices under paragraphs (a)(i) and (ii) of Clause 19.2 ( Actions following an Event of Default ) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 ( Actions following an Event of Default ) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.
19.7
Notification of Creditor Parties and Security Parties

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The Agent shall send to each Lender, each Swap Bank, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2 ( Actions following an Event of Default ); but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.
19.8
Creditor Party rights unimpaired
Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or Swap Banks under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 ( Interests several ).
19.9
Exclusion of Creditor Party liability
No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:
(a)
for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or
(b)
as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset;
except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.
In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.
19.10
Relevant Persons
In this Clause 19 ( Events of Default ) a " Relevant Person " means the Borrower, a Security Party or any of the Borrower's subsidiaries, but excluding any company which is dormant and the value of whose gross assets is $5,000,000 or less.
19.11
Interpretation
In Clause 19.1(e) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(e) " petition " includes an application.
20
FEES AND EXPENSES
20.1
Fees
The Borrower shall pay to the Agent:

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(a)
on or before the date of this Agreement, an upfront fee in an amount agreed in a Fee Letter for distribution to the Lenders pro rata to their Commitments;
(b)
semi-annually in arrears during the period from the date of this Agreement to the last day of the Availability Period and on the last day of the Availability Period (or, if earlier, the date on which this Agreement is terminated), for the account of the relevant Lenders, a commitment fee at the rate of 35% of the applicable Margin per annum on the Total Available Commitments for distribution among the relevant Lenders pro rata to their Commitments; and
(c)
an annual agency fee in the amount and at the times agreed in a Fee Letter for the account of the Agent.
20.2
Costs of negotiation, preparation etc.
The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.
20.3
Costs of variations, amendments, enforcement etc.
The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by that Creditor Party in connection with:
(a)
any amendment or supplement to a Finance Document or a Master Agreement or any proposal for such an amendment to be made;
(b)
any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document or Master Agreement, or any request for such a consent or waiver;
(c)
the valuation of any security provided or offered under Clause 15 (Security Cover) or any other matter relating to such security; or
(d)
any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.
There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.
20.4
Documentary taxes
The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.
20.5
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 ( Fees and Expenses) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of

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which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
21
INDEMNITIES
21.1
Indemnities regarding borrowing and repayment of Loan
The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party as a result of or in connection with:
(a)
a Tranche not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;
(b)
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of the applicable Interest Period or other relevant period;
(c)
any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7 ( Default Interest ));
(d)
the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19 ( Events of Default ); and
(e)
in respect of any tax (other than tax on its overall net income under the law of the jurisdiction in which that Creditor Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Creditor Party is treated as resident for tax purposes or to the extent a claim, liability or loss relates to a FATCA Deduction required to be made by a party to this Agreement) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.
21.2
Breakage costs
Without limiting its generality, Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) covers any Break Costs.
21.3
Miscellaneous indemnities
The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:
(a)
any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or
(b)
any other Pertinent Matter;
other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the party to be indemnified.
21.4
Currency indemnity

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If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the " Contractual Currency ") into another currency (the " Payment Currency ") for the purpose of:
(a)
making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or
(b)
obtaining an order or judgment from any court or other tribunal; or
(c)
enforcing any such order or judgment;
the Borrower shall indemnify within 3 Business Days of demand the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.
In this Clause 21.4 ( Currency indemnity ), the " available rate of exchange " means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
This Clause 21.4 ( Currency indemnity ) creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.
21.5
Application to Master Agreements
For the avoidance of doubt, Clause 21.4 ( Currency indemnity ) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 ( Contractual Currency ) of that Master Agreement shall apply.
21.6
Sanctions and regulatory indemnities
The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify each Lender against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by a Lender (other than in each case by reason of a Lender's gross negligence, dishonesty or wilful misconduct):
(a)
arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or
(b)
as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and as a result of conduct of the Borrower or any of the Borrower’s partners, directors, officers, employees or agents that violates any Sanctions Laws.
21.7
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 ( Indemnities ) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

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21.8
Sums deemed due to a Lender
For the purposes of this Clause 21 ( Indemnities ), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.
22
NO SET-OFF OR TAX DEDUCTION
22.1
No deductions
All amounts due from the Borrower under a Finance Document shall be paid:
(a)
without any form of set‑off, cross-claim or condition; and
(b)
free and clear of any Tax Deduction except a Tax Deduction which the Borrower is required by law to make.
22.2
Grossing-up for taxes
Subject as provided in Clause 30.17 ( Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office ), if the Borrower is required by law to make a Tax Deduction from any payment:
(a)
the Borrower shall notify the Agent as soon as it becomes aware of the requirement;
(b)
the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;
(c)
the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the Tax Deduction) a net amount which, after the Tax Deduction, is equal to the full amount which it would otherwise have received; and
(d)
the Borrower shall, as soon as reasonably practicable after making the relevant Tax Deduction, deliver to the Agent a copy of the receipt from the relevant taxation authority evidencing that the tax had been paid to that authority.
22.3
Evidence of payment of taxes
Promptly, and in any event within 1 month after making any Tax Deduction, the Borrower concerned shall deliver to the Agent for the Creditor Party entitled to the payment an original receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax had been paid to the appropriate taxation authority.
22.4
Tax credit
A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 22.2 ( Grossing-up for taxes ) shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment Provided that :
(a)
the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;

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(b)
nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(c)
nothing in this Clause 22.4 ( Tax credit ) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrower had not been required to make a Tax Deduction from a payment;
(d)
any allocation or determination made by a Creditor Party under or in connection with this Clause 22.4 ( Tax credit ) shall be conclusive and binding on the Borrower and the other Creditor Parties;
(e)
nothing in this Clause 22.4 ( Tax credit ) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and
(f)
the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.
22.5
Tax Deduction
In this Clause 22 ( No Set-Off or Tax Deduction ) " Tax Deduction " means any deduction or withholding for or on account of any present or future tax other than a FATCA Deduction.
22.6
Value Added Tax
(a)
All amounts expressed to be payable under a Finance Document by any party to a Creditor Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Creditor Party to any part in connection with a Finance Document, that party shall pay to the Creditor Party (in additional to and at the same time as paying the consideration) an amount equal to the amount of the VAT.
(b)
Where a Finance Document requires any party to reimburse a Creditor Party for any costs or expenses, that party shall also at the same time pay and indemnify the Creditor Party against all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the Creditor Party reasonably determines that it is not entitled to credit or repayment of the VAT.
22.7
Application to Master Agreements
For the avoidance of doubt, Clause 22 ( No Set-Off or Tax Deduction ) does not apply in respect of sums due from a Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) ( Deduction or Withholding for Tax ) of that Master Agreement shall apply.
22.8
FATCA information
(a)
Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
(i)
confirm to that other Party whether it is:
(A)
a FATCA Exempt Party; or
(B)
not a FATCA Exempt Party;

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(ii)
supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii)
supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
(b)
If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c)
Paragraph (a) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i)
any law or regulation;
(ii)
any fiduciary duty; or
(iii)
any duty of confidentiality.
(d)
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
22.9
FATCA Deduction
(a)
Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)
Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Creditor Parties.
23
ILLEGALITY, ETC.
23.1
Illegality, etc.
This Clause 23 ( Illegality, etc. ) applies if a Lender (the " Notifying Lender ") notifies the Agent that it has become, or will with effect from a specified date, become:
(a)
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
(b)
contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions Laws,

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for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.
23.2
Notification of illegality
The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23 ( Illegality, etc. ) which the Agent receives from the Notifying Lender.
23.3
Prepayment; termination of Commitment
On the Agent notifying the Borrower under Clause 23.2 ( Notification of illegality ), the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23 ( Illegality, etc. ) as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8 ( Repayment, Prepayment and Cancellation ).
23.4
Mitigation
If circumstances arise which would result in a notification under Clause 23 ( Illegality, etc. ) then, without in any way limiting the rights of the Notifying Lender under Clause 23.3 ( Prepayment; termination of Commitment ), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:
(a)
have an adverse effect on its business, operations or financial condition; or
(b)
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
(c)
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
24
THE AGENT, THE MANDATED LEAD ARRANGERS AND THE REFERENCE BANKS
24.1
Appointment of the Agent
(a)
Each of the Mandated Lead Arrangers, the Lenders and the Swap Banks appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b)
Each of the Mandated Lead Arrangers, the Lenders and the Swap Banks authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
24.2
Instructions
(a)
The Agent shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

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(A)
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders; and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Agent to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Creditor Parties.
(e)
If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 ( Variations and Waivers ), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties.
(g)
The Agent may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 24.2 ( Instructions ), in the absence of instructions, the Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties. The Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor Parties.

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(i)
The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
24.3
Duties of the Agent
(a)
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c)
Without prejudice to Clause 30.3 ( Transfer Certificate, delivery and notification ), paragraph (b) above shall not apply to any Transfer Certificate.
(d)
Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e)
If the Agent receives notice from a Party referring to any Finance Document, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Creditor Parties.
(f)
If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Creditor Party (other than the Agent, the Mandated Lead Arranger or the Security Trustee) under this Agreement, it shall promptly notify the other Creditor Parties.
(g)
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
24.4
Role of the Mandated Lead Arranger
Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.
24.5
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Agent or the Mandated Lead Arranger as a trustee or fiduciary of any other person.
(b)
Neither the Agent nor the Mandated Lead Arranger shall be bound to account to other Creditor Party for any sum or the profit element of any sum received by it for its own account.
24.6
Application of receipts
Except as expressly stated to the contrary in any Finance Document, any moneys which the Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance with Clause 17 ( Application of Receipts ).
24.7
Business with the Group

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The Agent and the Mandated Lead Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
24.8
Rights and discretions
(a)
The Agent may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; and
(B)
unless it has received notice of revocation, that those instructions have not been revoked; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Creditor Parties) that:
(i)
no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under paragraph (a) of Clause 19.1 ( Events of Default ); and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.
(c)
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d)
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e)
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(f)
The Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

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(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(g)
Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.
(h)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(i)
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
24.9
Responsibility for documentation
Neither the Agent nor the Mandated Lead Arrangers are responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Mandated Lead Arrangers, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Pertinent Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Pertinent Document or the Security Property.
24.10
No duty to monitor
The Agent shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
24.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (or any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection

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with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Agent may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Agent may rely on this Clause.
(c)
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d)
Nothing in this Agreement shall oblige the Agent or the Mandated Lead Arrangers to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Mandated Lead Arrangers.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to

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any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
24.12
Lenders' indemnity to the Agent
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within five Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to the Borrower.
24.13
Resignation of the Agent
(a)
The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower.
(b)
Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
(d)
The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e)
The Agent's resignation notice shall only take effect upon the appointment of a successor.
(f)
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) and this Clause 24 ( The Agent, the Mandated Lead Arrangers and the Reference Banks) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Agent. Any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

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(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent.
(i)
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i)
the Agent fails to respond to a request under Clause 22.8 ( FATCA information ) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)
the information supplied by the Agent pursuant to Clause 22.8 ( FATCA information ) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)
the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
24.14
Confidentiality
(a)
In acting as Agent for the Creditor Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
24.15
Relationship with the other Creditor Parties
(a)
The Agent may treat the person shown in its records as Lender or Swap Bank at the opening of business (in the place of the Agent's principal office as notified to the Creditor Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap Bank:
(i)
entitled to or liable for any payment due under any Finance Document or Master Agreement on that day; and
(ii)
entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document or Master Agreement made or delivered on that day,
unless it has received not less than five Business Days' prior notice from that Lender or Swap Bank to the contrary in accordance with the terms of this Agreement.

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(b)
Each Creditor Party shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Creditor Party shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee and any reference to any instructions being given by or sought from any Creditor Party or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or sought through the Agent.
(c)
Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 35.7 ( Electronic communication ) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 35.2 ( Addresses for communications ) and Clause 35.7 ( Electronic communication ) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
24.16
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Document, each Creditor Party confirms to the Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
24.17
Deduction from amounts payable by the Agent

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If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
24.18
Reliance and engagement letters
Each Secured Party confirms that each Mandated Lead Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Mandated Lead Arrangers or the Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
24.19
Full freedom to enter into transactions
Without prejudice to Clause 24.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by the Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
25
THE SECURITY TRUSTEE
25.1
Trust
(a)
The Security Trustee declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 25 ( The Security Trustee ) and the other provisions of the Finance Documents.

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(b)
Each other Creditor Party authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
25.2
Parallel Debt (Covenant to pay the Security Trustee)
(a)
The Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.
The Parallel Debt of the Borrower:
(i)
shall become due and payable at the same time as its Corresponding Debt;
(ii)
is independent and separate from, and without prejudice to, its Corresponding Debt.
(b)
For purposes of this Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee)) , the Security Trustee:
(i)
is the independent and separate creditor of each Parallel Debt;
(ii)
acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect of each Parallel Debt shall not be held on trust; and
(iii)
shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).
(c)
The Parallel Debt of the Borrower shall be:
(i)
decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii)
increased to the extent that its Corresponding Debt has increased,
and the Corresponding Debt of the Borrower shall be:
(A)
decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and
(B)
increased to the extent that its Parallel Debt has increased,
in each case provided that the Parallel Debt of the Borrower shall never exceed its Corresponding Debt.
(d)
All amounts received or recovered by the Security Trustee in connection with this Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 17 ( Application of Receipts ).
(e)
This Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with any necessary modifications, to each Finance Document.
25.3
Enforcement through Security Trustee only

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The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Finance Documents except through the Security Trustee.
25.4
Instructions
(a)
The Security Trustee shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Trustee in accordance with any instructions given to it by:
(A)
all Lenders (or the Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders (or the Agent on their behalf); and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Trustee may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Security Trustee to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Security Trustee's own position in its personal capacity as opposed to its role of Security Trustee for the relevant Secured Parties.
(iv)
in respect of the exercise of the Security Trustee's discretion to exercise a right, power or authority under any of:
(A)
Clause 25.28 ( Application of receipts );
(B)
Clause 25.29 ( Permitted Deductions ); and

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(C)
Clause 25.30 ( Prospective liabilities ).
(e)
If giving effect to instructions given by the Majority Lenders would in the Security Trustee's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 ( Variations and Waivers ), the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i)
it has not received any instructions as to the exercise of that discretion; or
(ii)
the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,
the Security Trustee shall do so having regard to the interests of all the Creditor Parties.
(g)
The Security Trustee may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 25.4 ( Instructions ), in the absence of instructions, the Security Trustee may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i)
The Security Trustee is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
25.5
Duties of the Security Trustee
(a)
The Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
The Security Trustee shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party.
(c)
Except where a Finance Document specifically provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d)
If the Security Trustee receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Creditor Parties.
(e)
The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

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25.6
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or fiduciary of the Borrower.
(b)
The Security Trustee shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.
25.7
Business with the Group
The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
25.8
Rights and discretions
(a)
The Security Trustee may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents;
(B)
unless it has received notice of revocation, that those instructions have not been revoked;
(C)
if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties through the Agent and may give to the Agent any notice or other communication required to be given by the Security Trustee to any Creditor Party.
(c)
The Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for the Creditor Parties) that:
(i)
no Event of Default has occurred; and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.

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(d)
The Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(e)
Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable.
(f)
The Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(g)
The Security Trustee may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
unless such error or such loss was directly caused by the Security Trustee's gross negligence or wilful misconduct.
(h)
Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security trustee under the Finance Documents.
(i)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(j)
Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
25.9
Responsibility for documentation
None of the Security Trustee or any Receiver is responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Mandated Lead Arranger, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property.
25.10
No duty to monitor

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The Security Trustee shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
25.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver), none of the Security Trustee nor any Receiver will be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Security Trustee or that Receiver (as applicable) may take any proceedings against any officer, employee or agent of the Security Trustee or a Receiver in respect of any claim it might have against the Security Trustee or a Receiver or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property.
(c)
The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose.

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(d)
Nothing in this Agreement shall oblige the Security Trustee to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Trustee.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Trustee or Receiver or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee or any Receiver at any time which increase the amount of that loss. In no event shall the Security Trustee or any Receiver be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Trustee or the Receiver has been advised of the possibility of such loss or damages.
25.12
Lenders' indemnity to the Security Trustee
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Trustee and every Receiver, within five Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Trustee's or Receiver's gross negligence or wilful misconduct) in acting as Security Trustee or Receiver under the Finance Documents (unless the Security Trustee or Receiver has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Trustee pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Trustee to the Borrower.
25.13
Resignation of the Security Trustee
(a)
The Security Trustee may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower.
(b)
Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Trustee (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution.

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(d)
The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(e)
The Security Trustee's resignation notice shall only take effect upon:
(i)
the appointment of a successor; and
(ii)
the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.
(f)
Upon the appointment of a successor, the retiring Security Trustee shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.25 ( Winding up of trust ) and paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) and this Clause 25 ( The Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Trustee. Any fees for the account of the retiring Security Trustee shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.
(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.
25.14
Confidentiality
(a)
In acting as Security Trustee for the Creditor Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Security Trustee other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Trustee shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
25.15
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms to the Security Trustee

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that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Security Trustee, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
25.16
Security Trustee's management time
(a)
In the event of:
(i)
an Event of Default;
(ii)
the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Security Trustee and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Trustee under the Finance Documents; or
(iii)
the Security Trustee and the Borrower agreeing that it is otherwise appropriate in the circumstances,
the Borrower shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (b) below.
(b)
If the Security Trustee and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (a) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Borrower or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.
25.17
Reliance and engagement letters

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Each Secured Party confirms that the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Trustee) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
25.18
No responsibility to perfect Transaction Security
The Security Trustee shall not be liable for any failure to:
(a)
require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Security Assets;
(b)
obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
(c)
register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
(d)
take, or to require the Borrower to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
(e)
require any further assurance in relation to any Finance Document.
25.19
Insurance by Security Trustee
(a)
The Security Trustee shall not be obliged:
(i)
to insure any of the Security Assets;
(ii)
to require any other person to maintain any insurance; or
(iii)
to verify any obligation to arrange or maintain insurance contained in any Finance Document,
and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.
(b)
Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Trustee fails to do so within 14 days after receipt of that request.
25.20
Custodians and nominees
The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss,

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liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.
25.21
Delegation by the Security Trustee
(a)
Each of the Security Trustee and any Receiver may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
(b)
That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee or that Receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
(c)
No Security Trustee or Receiver shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.
25.22
Additional Security Trustees
(a)
The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i)
if it considers that appointment to be in the interests of the Creditor Parties; or
(ii)
for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or
(iii)
for obtaining or enforcing any judgment in any jurisdiction,
and the Security Trustee shall give prior notice to the Borrower and the Creditor Parties of that appointment.
(b)
Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c)
The remuneration that the Security Trustee may pay to that person (after consultation with the Borrower), and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee.
25.23
Acceptance of title
The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Borrower may have to any of the Security Assets and shall not be liable for or bound to require the Borrower to remedy any defect in its right or title.
25.24
Releases
Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised (at the cost of the Borrower and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the

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Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.
25.25
Winding up of trust
If the Security Trustee, with the approval of the Agent determines that:
(a)
all of the Secured Liabilities and all other obligations secured by the Finance Documents have been fully and finally discharged; and
(b)
no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to the Borrower pursuant to the Finance Documents,
then
(i)
the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Finance Documents; and
(ii)
any Security Trustee which has resigned pursuant to Clause 25.13 ( Resignation of the Security Trustee ) shall release, without recourse or warranty, all of its rights under each Finance Document.
25.26
Powers supplemental to Trustee Acts
The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.
25.27
Disapplication of Trustee Acts
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
25.28
Application of receipts
All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document, under Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee) ) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 25 ( The Security Trustee), the " Recoveries ") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 25 ( The Security Trustee), in the following order of priority:

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(a)
in discharging any sums owing to the Security Trustee (in its capacity as such) (other than pursuant to Clause 25.2 ( Parallel Debt (Covenant to pay the Security Trustee) ) or any Receiver;
(b)
in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause 17 ( Application of Receipts );
(c)
if the Borrower is not under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to the Borrower; and
(d)
the balance, if any, in payment or distribution to the Borrower.
25.29
Permitted Deductions
The Security Trustee may, in its discretion:
(a)
set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and
(b)
pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
25.30
Prospective liabilities
Following acceleration the Security Trustee may, in its discretion, or at the request of the Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment to the Agent for application in accordance with Clause 25.28 ( Application of receipts ) in respect of:
(a)
any sum to the Security Trustee or any Receiver; and
(b)
any part of the Secured Liabilities,
that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the future.
25.31
Investment of proceeds
Prior to the payment of the proceeds of the Recoveries to the Agent for application in accordance with Clause 25.28 ( Application of receipts ) the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of Clause 25.28 ( Application of receipts ).

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25.32
Currency conversion
(a)
For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at a market rate of exchange.
(b)
The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
25.33
Good discharge
(a)
Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be made to the Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee.
(b)
The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Creditor Party are denominated.
25.34
Amounts received by Borrower
If the Borrower receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Trustee, the Borrower will hold the amount received or recovered on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Agreement.
25.35
Full freedom to enter into transactions
Without prejudice to Clause 25.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by the Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Security Trustee shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any

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information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
26
CONDUCT OF BUSINESS BY THE CREDITOR PARTIES
No provision of this Agreement will:
(a)
interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)
oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
27
SHARING AMONG THE CREDITOR PARTIES
27.1
Payments to Creditor Parties
If a Creditor Party (a " Recovering Creditor Party ") receives or recovers any amount from the Borrower other than in accordance with Clause 16 ( Payments and Calculations ) (a " Recovered Amount ") and applies that amount to a payment due to it under the Finance Documents then:
(a)
the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;
(b)
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 16 ( Payments and Calculations ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(c)
the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the " Sharing Payment ") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as its share of any payment to be made, in accordance with Clause 17.1 ( Normal order of application ).
27.2
Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it among the Creditor Parties (other than the Recovering Creditor Party) (the " Sharing Creditor Parties ") in accordance with Clause 17.1 ( Normal order of application ) towards the obligations of the Borrower to the Sharing Creditor Parties.
27.3
Recovering Creditor Party's rights
On a distribution by the Agent under Clause 27.2 ( Redistribution of payments ) of a payment received by a Recovering Creditor Party from the Borrower, as between the Borrower and the Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.
27.4
Reversal of redistribution

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If any part of the Sharing Payment received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then:
(a)
each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is required to pay) (the " Redistributed Amount "); and
(b)
as between the Borrower and each relevant Sharing Creditor Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.
27.5
Exceptions
(a)
This Clause 27 ( Sharing among the Creditor Parties ) shall not apply to the extent that the Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.
(b)
A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified that other Creditor Party of the legal or arbitration proceedings; and
(ii)
that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
28
INCREASED COSTS
28.1
Increased costs
(a)
Subject to Clause 28.3 ( Exceptions ), the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Creditor Party the amount of any Increased Costs incurred by that Creditor Party or any of its Affiliates as a result of:
(i)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
(ii)
compliance with any law or regulation made,
in each case after the date of this Agreement; or
(iii)
the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)
In this Agreement:
(i)
" Basel III " means:
(A)
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities

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operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(B)
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)
any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
(ii)
" CRD IV " means:
(A)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;
(B)
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and
(C)
any other law or regulation which implements Basel III.
(iii)
" Increased Costs " means:
(A)
a reduction in the rate of return from a Facility or on a Creditor Party's (or its Affiliate's) overall capital;
(B)
an additional or increased cost; or
(C)
a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Creditor Party or any of its Affiliates to the extent that it is attributable to that Creditor Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
28.2
Increased cost claims
(a)
A Creditor Party intending to make a claim pursuant to Clause 28 ( Increased Costs ) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
(b)
Each Creditor Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
28.3
Exceptions
Clause 28 ( Increased Costs ) does not apply to the extent any Increased Cost is:
(a)
attributable to a Tax Deduction required by law to be made by the Borrower;

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(b)
attributable to a FATCA Deduction required to be made by a Party;
(c)
compensated for by Clause 21.1 (e) ( Indemnities regarding borrowing and repayment of Loan ) 22.2 ( Grossing-up for taxes ) (or would have been compensated for under Clauses 21.1 (e) ( Indemnities regarding borrowing and repayment of Loan ) or Clause 22.2 ( Grossing-up for taxes ) but was not so compensated solely because of any of the exclusions therein applied), Clause 30.17 ( Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office ) (or would have been compensated for under Clause 30.17 ( Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office ) but was not so compensated solely because any of the exclusions in Clause 30.17 ( Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office )applied);
(d)
attributable to the wilful breach by the relevant Creditor Party or its Affiliates of any law or regulation; or
(e)
incurred by a Swap Bank in its capacity as such.
28.4
Notification to Borrower of claim for increased costs
The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 28.1 ( Increased costs ) and there shall then be a 60 day consultation period for the Borrower and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender.
28.5
Payment of increased costs
Unless something to the contrary is agreed by the Borrower and the Notifying Lender during the 60 day consultation period referred to in 28.4 ( Notification to Borrower of claim for increased costs ), the Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.
28.6
Notice of prepayment
If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 28.5 ( Payment of increased costs ), the Borrower may give the Agent not less than 5 Business Days’ notice of its intention to prepay the Notifying Lender’s Contribution or to procure a Replacement Lender in accordance with Clause 30.18 ( Replacement of Lender by a Borrower ).
28.7
Prepayment; termination of Commitment
A notice of prepayment under Clause 28.6 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and:
(a)
on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and
(b)
on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin.
28.8
Application of prepayment

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Clause 8 ( Repayment, Prepayment and Cancellation ) shall apply in relation to the prepayment.
29
SET‑ OFF
29.1
Application of credit balances
Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing, without prior notice:
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and
(b)
for that purpose:
(i)
break, or alter the maturity of, all or any part of a deposit of the Borrower;
(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars;
(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.
29.2
Existing rights unaffected
No Creditor Party shall be obliged to exercise any of its rights under Clause 29.1 ( Application of credit balances ); and those rights shall be without prejudice and in addition to any right of set‑off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
29.3
Sums deemed due to a Lender
For the purposes of this Clause 29 ( Set‑ Off), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.
29.4
No Security Interest
This Clause 29 ( Set‑ Off) gives the Creditor Parties a contractual right of set‑off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.
30
TRANSFERS AND CHANGES IN LENDING OFFICES
30.1
Transfer by Borrower
The Borrower may not, without the consent of the Agent given on the instructions of all the Lenders (not to be unreasonably withheld), transfer any of its rights, liabilities or obligations under any Finance Document.
30.2
Transfer by a Lender
Subject to Clause 30.4 ( Effective Date of Transfer Certificate ), a Lender (the " Transferor Lender ") may, at its own cost, with the prior written consent of the Borrower (not to be

105     


unreasonably withheld or delayed) or without the consent of the Borrower if an Event of Default has occurred and is continuing or if to an Affiliate of the Lender, cause:
(a)
its rights in respect of all or pro rata parts of its Contribution; or
(b)
its obligations in respect of all or pro rata parts of its Commitment; or
(c)
a combination of (a) and (b);
to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a " Transferee Lender ") by delivering to the Agent a completed certificate in the form set out in Schedule 4 ( Transfer Certificate ) with any modifications approved or required by the Agent (a " Transfer Certificate ") executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrower or the Agent and the fee referred to in Clause 30.11 ( Registration fee ) shall not apply in relation to any such transfer.
Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions:
(i)
the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $5,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;
(ii)
no Event of Default described in paragraphs (a) or (e) of Clause 19.1 ( Events of Default ) has occurred and is continuing;
(iii)
the Agent has approved the transfer (such approval not to be unreasonably withheld);
(iv)
payment of the fee in accordance with Clause 30.11 ( Registration fee ).
30.3
Transfer Certificate, delivery and notification
As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
(a)
sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders and each of the Swap Bank;
(b)
on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;
(c)
send to the Transferee Lender copies of the letters or faxes sent under paragraph (b).
30.4
Effective Date of Transfer Certificate
A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that (i) it is signed by the Agent under Clause 30.3 ( Transfer Certificate, delivery and notification ) on or before that date and (ii) the Agent has been provided with all information and documentation they requested in order to carry out and be satisfied with all necessary "know your customer" or other similar checks.

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30.5
No transfer without Transfer Certificate
No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.
30.6
Lender re-organisation; waiver of Transfer Certificate
However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the " successor "), the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.
30.7
Effect of Transfer Certificate
A Transfer Certificate takes effect in accordance with English law as follows:
(a)
to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;
(b)
the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;
(c)
the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts specified in the Transfer Certificate;
(d)
the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro‑rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
(e)
any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the Transferor Lender's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;
(f)
the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.8 ( Market disruption ) and Clause 20 ( Fees and Expenses), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and
(g)
in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

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The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross‑claim.
30.8
Maintenance of register of Lenders
During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 30.4 ( Effective Date of Transfer Certificate )) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days prior notice.
30.9
Reliance on register of Lenders
The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.
30.10
Authorisation of Agent to sign Transfer Certificates
The Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf.
30.11
Registration fee
In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,500 from the Transferor Lender or (at the Agent's option) the Transferee Lender.
30.12
Sub-participation; subrogation assignment
(a)
A Lender may sub‑participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Security Party, the Agent or the Security Trustee and (where an Event of Default has occurred and is continuing) the Borrower. Where no Event of Default has occurred and is continuing the Borrower's consent to such sub-participation shall be required, such consent not to be unreasonably withheld or delayed.
(b)
The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.
30.13
Change of lending office
A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:
(a)
the date on which the Agent receives the notice; and
(b)
the date, if any, specified in the notice as the date on which the change will come into effect.
30.14
Notification

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On receiving such a notice, the Agent shall notify the Borrower, each other Security Party and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.
30.15
Replacement of Reference Bank
If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 ( Interest ) then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first‑mentioned Reference Bank's appointment shall cease to be effective.
30.16
Security over Lenders' rights
In addition to the other rights provided to Lenders under this Clause 30 ( Transfers and Changes in Lending Offices ), each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a)
any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and
(b)
in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;
except that no such charge, assignment or Security Interest shall:
(i)
release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or
(ii)
require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
30.17
Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office
If:
(a)
a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 30.2 ( Transfer by a Lender ) or changes its lending office; and
(b)
as a result of circumstances existing at the date the assignment, transfer or change occurs the Borrower would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 21.1 ( Indemnities regarding borrowing and repayment of Loan ) in respect of any tax, Clause 22 ( No Set-Off or Tax Deduction ) or Clause 28 ( Increased Costs ),
then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender

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acting through its previous lending office would have been if the assignment, transfer or change had not occurred.
30.18
Replacement of Lender by Borrower
The Borrower may, at any time unless a Potential Event of Default or Event of Default has occurred and is continuing in respect of:
(a)
a Lender whose costs of funds charged to the Borrower are (in the Borrower's reasonable opinion) materially higher than those of the other Lenders generally;
(b)
a Lender which is a Defaulting Lender;
(c)
a Lender which is a Non-Consenting Lender; or
(d)
a Lender that the Borrower is compensating for increased costs following a demand made pursuant to Clause 28.1 ( Increased Costs ),
by giving 10 Business Days' notice to the Agent and that Lender (the " Outgoing Lender ") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30 ( Transfers and Changes in Lending Offices ) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a " Replacement Lender ") selected by the Borrower and (unless the Agent is an Impaired Agent) which is acceptable to the Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents.
Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions:
(i)
neither the Agent nor the Outgoing Lender will have any obligation to the Borrower to find a Replacement Lender;
(ii)
the transfer must take place no later than 10 Business Days after the Borrower's notice referred to above;
(iii)
in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and
(iv)
the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
31
CONFIDENTIAL INFORMATION
31.1
Confidentiality

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Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 31.2 ( Disclosure of Confidential Information ) and Clause 31.3 ( Disclosure to numbering service providers ) 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.
31.2
Disclosure of Confidential Information
Any Creditor Party may disclose:
(a)
to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Creditor Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)
to any person:
(i)
to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii)
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii)
appointed by any Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (d) of Clause 24.15 ( Relationship with the other Creditor Parties );
(iv)
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
(v)
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi)
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
(vii)
to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.16 ( Security over Lenders' rights );

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(viii)
who is a Party, a member of the Group or any related entity of the Borrower;
(ix)
as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
(x)
with the consent of the Borrower;
in each case, such Confidential Information as that Creditor Party shall consider appropriate if:
(A)
in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)
in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C)
in relation to sub-paragraphs (v) , (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it is not practicable so to do in the circumstances;
(c)
to any person appointed by that Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party.
31.3
Disclosure to numbering service providers
(a)
Any Creditor Party may disclose to any national or international numbering service provider appointed by that Creditor Party to provide identification numbering services in respect of this Agreement, the Loan and/or the Borrower the following information:
(i)
name of Borrower;
(ii)
country of domicile of Borrower;
(iii)
place of incorporation of Borrower;
(iv)
date of this Agreement;

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(v)
Clause 37 ( Law and Jurisdiction );
(vi)
the names of the Agent and the Mandated Lead Arrangers;
(vii)
date of each amendment and restatement of this Agreement;
(viii)
amounts of, and names of, the relevant Loan;
(ix)
amount of Total Commitments;
(x)
currency of the relevant Loan;
(xi)
type of the relevant Loan;
(xii)
ranking of the relevant Loan;
(xiii)
Maturity Date(s) for the Loan;
(xiv)
changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and
(xv)
such other information agreed between such Creditor Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b)
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c)
The Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
31.4
Use of logo and/or trademark
The Agent and/or the Mandated Lead Arrangers and/or the ECA Lenders have the right, at their expense, to publish information regarding their participation in this Agreement and have the right to use the Borrower’s logo and trademark with the prior written consent of the Borrower (not to be unreasonably withheld) in connection with such publication.
31.5
Entire agreement
This Clause 31 ( Confidential Information ) constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
31.6
Inside information
Each of the Creditor Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose.

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31.7
Notification of disclosure
Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:
(a)
of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 31.2 ( Disclosure of Confidential Information ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)
upon becoming aware that Confidential Information has been disclosed in breach of this Clause 31 ( Confidential Information ).
31.8
Continuing obligations
The obligations in this Clause 31 ( Confidential Information ) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:
(a)
the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b)
the date on which such Creditor Party otherwise ceases to be a Creditor Party.
32
CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
32.1
Confidentiality and disclosure
(a)
The Agent and the Borrower agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Agent may disclose:
(i)
any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 5.3 ( Notification of rates of interest )); and
(ii)
any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
(c)
The Agent may disclose any Funding Rate or any Reference Bank Quotation, and the Borrower may disclose any Funding Rate, to:
(i)
any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except

114     


that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii)
any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii)
any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; and
(iv)
any person with the consent of the relevant Lender or Reference Bank, as the case may be.
(d)
The Agent's obligations in this Clause 32 ( Confidentiality of Funding Rates and Reference Bank Quotations ) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 5.3 ( Notification of rates of interest ) provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
32.2
Related obligations
(a)
The Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b)
The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i)
of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 32.1 ( Confidentiality and disclosure ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii)
upon becoming aware that any information has been disclosed in breach of this Clause 32 ( Confidentiality of Funding Rates and Reference Bank Quotations).
33
VARIATIONS AND WAIVERS
33.1
Variations, waivers etc. by Majority Lenders

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Subject to Clause 33.2 ( Variations, waivers etc. requiring agreement of all Lenders and all Swap Banks ), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.
The consent of the Borrower or any Security Party shall not be required to any amendment or variation to a Finance Document if such amendment or variation does not, in the opinion of the Agent (acting reasonably), materially and adversely affect the rights or interests of the Borrower or the Security Parties.
33.2
Variations, waivers etc. requiring agreement of all Lenders and all Swap Banks
(a)
However, as regards the following, Clause 33.1 ( Variations, waivers etc. by Majority Lenders ) applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":
(i)
a reduction in either Margin or change to the definition of LIBOR;
(ii)
a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement;
(iii)
a change to any Lender's Commitment;
(iv)
a change to the definition of "Majority Lenders" or "Finance Documents";
(v)
a change to the preamble or to Clause 2 ( Facility ), Clause 3 ( Position of the Lenders ), Clause 4 ( Drawdown ), Clause 5.1 ( Payment of normal interest ), paragraph (b) of Clause 16.1 ( Currency and method of payments ), Clause 17 ( Application of Receipts ), Clause 18 ( Application of Earnings ) or Clause 37 ( Law and Jurisdiction );
(vi)
a change to this Clause 33 ( Variations and Waivers );
(vii)
any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document, except as expressly contemplated by the relevant Finance Document;
(viii)
a change to the identity of the Borrower; and
(ix)
any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.
(b)
An amendment or waiver which relates to and would adversely affect the rights or obligations of a Swap Bank (in its capacity as such) may not be effected without the consent of that Swap Bank.
33.3
Exclusion of other or implied variations
Except for a document which satisfies the requirements of Clauses 33.1 ( Variations, waivers etc. by Majority Lenders ) and 33.2 ( Variations, waivers etc. requiring agreement of all Lenders and all Swap Banks ), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf

116     


of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:
(a)
a provision of this Agreement or another Finance Document; or
(b)
an Event of Default; or
(c)
a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or
(d)
any right or remedy conferred by any Finance Document or by the general law;
and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.
34
BAIL-IN
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
35
NOTICES
35.1
General
Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
35.2
Addresses for communications
A notice shall be sent:
(a)
to the Borrower:    de Gerlachekaai 20
B-2000 Antwerp
Belgium
Fax No: 32 3 247 4409

117     


Attn: Chief Financial Officer
(b)
to a Lender:    At the address below its name in Schedule 1 ( The Creditor Parties and Lenders' Commitments ) or (as the case may require) in the relevant Transfer Certificate.
(c)
to a Swap Bank:    At the address below its name in Part C of in Schedule 1 ( The Creditor Parties and Lenders' Commitments ).
(d)
to the Agent and        Broadwalk House
the Security Trustee:        5 Appold Street
London, EC2A 2DA
England

Tel:     +44 207 214 5996
Attn:     Dilhan Sebastian

Admin matters:    

12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France

Fax No:    +33 (0) 141 89 19 34
Email:    nhunhan.lam@ca-cib.com / romy.roussel@ca-cib.com /marie-jose.campana@ca-cib.com / clementine.costil@cacib.com
or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders, the Swap Banks and the Security Parties.
35.3
Effective date of notices
Subject to Clauses 35.4 ( Service outside business hours ) and 35.5 ( Illegible notices ):
(a)
a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;
(b)
a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.
35.4
Service outside business hours
However, if under Clause 35.3 ( Effective date of notices ) a notice would be deemed to be served:
(a)
on a day which is not a business day in the place of receipt; or
(b)
on such a business day, but after 5 p.m. local time;
the notice shall (subject to Clause 35.5 ( Illegible notices ) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.
35.5
Illegible notices

118     


Clauses 35.3 ( Effective date of notices ) and 35.4 ( Service outside business hours ) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.
35.6
Valid notices
A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:
(a)
the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or
(b)
in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
35.7
Electronic communication
Any communication to be made between the Agent and another Creditor Party or the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Intralinks system), if the Agent and the relevant Creditor Party or Borrower:
(a)
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(b)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(c)
notify each other of any change to their respective addresses or any other such information supplied to them.
Any electronic communication made between the Agent and another Creditor Party or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.
All Creditor Parties confirm that they have consented to the use of the Agent’s Intralinks systems as an accepted method of communication under or in connection with the Finance Documents and agree that the Intralinks system (or another electronic collaborative website) will be the primary method of communication between the Agent and the other Creditor Parties. The Creditor Parties acknowledge that a communication via Intralinks (or such other electronic collaborative website) will be effective once the communication is posted (in a readable form) to Intralinks (or such other electronic collaborative website) by the Agent.
35.8
English language
Any notice under or in connection with a Finance Document shall be in English.
35.9
Meaning of "notice"
In this Clause 35 ( Notices ), " notice " includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

119     


36
SUPPLEMENTAL
36.1
Rights cumulative, non-exclusive
The rights and remedies which the Finance Documents and Master Agreements give to each Creditor Party are:
(a)
cumulative;
(b)
may be exercised as often as appears expedient; and
(c)
shall not, unless a Finance Document or Master Agreement explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.
36.2
Severability of provisions
If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.
36.3
Counterparts
A Finance Document may be executed in any number of counterparts.
36.4
Third Party rights
A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
37
LAW AND JURISDICTION
37.1
English law
This Agreement (other than Clause 3.5 ( Security Trustee as joint and several creditor ) and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law. Clause 3.5 ( Security Trustee as joint and several creditor ) shall be governed by, and construed in accordance with, Belgian law.
37.2
Exclusive English jurisdiction
Subject to Clause 37.3 ( Choice of forum for the exclusive benefit of the Creditor Parties ), the courts of England shall have exclusive jurisdiction to settle any Dispute.
37.3
Choice of forum for the exclusive benefit of the Creditor Parties
Clause 37.2 ( Exclusive English jurisdiction ) is for the exclusive benefit of the Creditor Parties, each of which reserves the right:
(a)
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
(b)
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

120     


The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.
37.4
Process agent
The Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for the time being, presently at 99 King’s Road, London, SW3 4PA, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.
37.5
Creditor Party rights unaffected
Nothing in this Clause 37 ( Law and Jurisdiction ) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
37.6
Meaning of "proceedings"
In this Clause 37 ( Law and Jurisdiction ), " proceedings " means proceedings of any kind, including an application for a provisional or protective measure and a " Dispute " means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.


121     



SCHEDULE 1     

122     




THE CREDITOR PARTIES AND LENDERS' COMMITMENTS
Part A

COMMERCIAL LENDERS


123     


Lender
Lending Office
Commercial Lender Commitment
BNP Paribas Fortis SA/NV
3, Montagne du Parc/1KA1E,
1000 Brussels,
Belgium


Geert Sterck
Tel: +32 2 656 2355
Fax: +32 2 565 3403

Laura Falzone
Tel: +32 2 312 07 30
Fax: +32 2 565 3403

Credit Matters:

Hélène Pantalacci
16 Rue de Hanovre,
75078 Paris CEDEX 2
France

Tel: +33 (0) 1 58 16 03 97
Fax: +33 1 42 98 61 66

Guy Haesevoets
3, Montagne du Parc/1KB3D,
1000 Brussels,
Belgium

Tel: +32 (0) 2 565 8219
Fax: +32 2 565 9593

Operations / Administrations:

Geert Sterck
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium

Tel: +32 2 565 2355
Fax: +32 2 565 3403

Laura Falzone
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium

Tel: +32 2 312 07 30
Fax: +32 2 565 3403

$34,710,060

124     


Lender
Lending Office
Commercial Lender Commitment
Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
Attn: Nhu Nhan Lam / Romy Roussel / Marie-Jose Campana / Clementine Costil
Fax: +33 (0) 141 89 19 34
$9,710,060
Sea Bridge Finance Limited
4 Athol Street,
Douglas,
Isle of Man,
IM1 1LD
Tel: 01624 613260
Fax: 01624 621070
Email: sbfl@ca-cib.com
$25,000,000


125     



PART B     

ECA LENDERS

Lender
Lending office
ECA Lender
The Export-Import Bank of Korea
38 Eunhaeng-ro,
$
104,130,180

Yeongdeungpo-gu,
Seoul,
07242,
Republic of Korea
Address for Notices:
BIFC 20th Floor,
Munhyeongeumyung-ro 40,
Nam-gu,
Busan,
Korea
Tel : +82 51 922 8837
Fax : +82 51 922 8849
Email : yoonkyu@koreaexim.go.kr / glpark@koreaexim.go.kr





126     



PART C     

SWAP BANKS


127     


Swap Bank
Booking Office
BNP Paribas Fortis SA/NV
3, Montagne du Parc/1KA1E,
1000 Brussels,
Belgium


Geert Sterck
Tel: +32 2 656 2355
Fax: +32 2 565 3403

Laura Falzone
Tel: +32 2 312 07 30
Fax: +32 2 565 3403

Credit Matters:

Hélène Pantalacci
16 Rue de Hanovre,
75078 Paris CEDEX 2
France

Tel: +33 (0) 1 58 16 03 97
Fax: +33 1 42 98 61 66

Guy Haesevoets
3, Montagne du Parc/1KB3D,
1000 Brussels,
Belgium

Tel: +32 (0) 2 565 8219
Fax: +32 2 565 9593

Operations / Administrations:

Geert Sterck
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium

Tel: +32 2 565 2355
Fax: +32 2 565 3403

Laura Falzone
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium

Tel: +32 2 312 07 30
Fax: +32 2 565 3403


128     


Swap Bank
Booking Office
Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
Attn: Nhu Nhan Lam / Romy Roussel / Marie-Jose Campana / Clementine Costil
Fax: +33 (0) 141 89 19 34



129     




130     


SCHEDULE 2     

131     




132     



DRAWDOWN NOTICE

To:     Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
Attn:    Loans Administration
[ l ]
DRAWDOWN NOTICE
1
We refer to the loan agreement (the " Loan Agreement ") dated [ l ] 2018 and made between ourselves, as Borrower, the Lenders referred to therein, the Swap Bank referred to therein, the Mandated Lead Arrangers referred to therein, the Agent and the Security Trustee in connection with a term loan facility of US$173,550,300. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.
2
We request to borrow the Tranche in respect of [Ship A][Ship B][Ship C][Ship D] as follows:
(a)
Amount: US$[ l ];
(b)
Drawdown Date: [ l ];
(c)
Duration of the [first] Interest Period shall be [ l ] months;
(d)
Payment instructions: account of [ l ] and numbered [ l ] with [ l ] of [ l ].
3
We represent and warrant that:
(a)
the representations and warranties in Clause 10 (Representations and Warranties) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;
(b)
no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.
4
This notice cannot be revoked without the prior consent of the Majority Lenders.
[Name of Signatory]





                                                                   
for and on behalf of
EURONAV NV

133     




134     


SCHEDULE 3     

135     




136     



CONDITION PRECEDENT DOCUMENTS
PART A     
The following are the documents and fees referred to in Clause 9.1(a).
1
A duly executed original of this Agreement and any Fee Letter.
2
Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party (other than a person which is a Security Party only by virtue of its execution of a Manager's Undertaking) certified as a true and up to date copy of an authorised officer or legal counsel of the Borrower.
3
In each case if required for the provisions of the legal opinions referred to in paragraph 10, copies of the resolutions of the directors and shareholders of the Borrower and each Security Party (other than a person which is a Security Party only by virtue of its execution of a Manager's Undertaking) authorising the execution of each of the Finance Documents to which the Borrower or Security Party (as the case may be) is a party certified as a true and up to date copy of an authorised officer or legal counsel of the Borrower.
4
The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower or Security Party (other than a person which is a Security Party only by virtue of its execution of a Manager's Undertaking).
5
Copies of all consents which the Borrower or Security Party requires to enter into, or make any payment under any Finance Document.
6
Copies of each Shipbuilding Contract and each Charter and of any addenda or supplement thereto.
7
Documentary evidence that the agent for service of process named in Clause 37 ( Law and Jurisdiction ) has accepted its appointment.
8
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
9
Evidence that all other fees, costs and expenses then due from the Borrower pursuant to Clause 20 ( Fees and Expenses ) have been paid.
10
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and such other relevant jurisdictions as the Agent may require.
11
Copies of the most recent financial statements of the Borrower together with a compliance certificate.


137     



PART B     
The following are the documents referred to in Clause 9.1(b). The " Ship " means the Ship to which the Tranche relates.
1
In respect of the documents delivered by the Borrower to the Agent pursuant to Part A of this Schedule 3 ( Condition Precedent Documents ), such other updating documents as the Agent may require (including but not limited to a written confirmation from the Borrower stating that none of the documents delivered by it to the Agent under Part A of this Schedule 3 ( Condition Precedent Documents ) have been modified, amended or supplemented, or if any such document has been revoked, attaching a certified copy of any document replacing the one that has been revoked).
2
A duly executed original of the Mortgage, the Deed of Covenant (if applicable), the General Assignment and the Charter Assignment in relation to the Ship executed on or prior to the relevant Drawdown Date (and of each document required to be delivered by their respective terms).
3
A duly executed original of the Account Charge and any Master Agreement Assignment (and of each document required to be delivered by their respective terms).
4
In each case if required for the provisions of the legal opinions referred to in paragraph 13, copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of each of the Finance Documents to which the Borrower is a party.
5
The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower.
6
Evidence that the Earnings Account has been opened and is operational.
7
Documentary evidence that the agent for service of process named in any of the Finance Documents has accepted its appointment.
8
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
9
Documentary evidence that the Ship:
(a)
    has been unconditionally delivered by the Builder to, and accepted by, the Borrower under the relevant Shipbuilding Contract, and the full purchase price payable under the relevant Shipbuilding Contract (in addition to the part to be financed by the Loan) has been duly paid;
(b)
is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag;
(c)
is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;
(d)
maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;

138     


(e)
the Mortgage in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and
(f)
it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
10
Copies of all invoices issued by the Builder to the Borrower pursuant to the relevant Shipbuilding Contract.
11
Documents establishing that the Ship will, as from the relevant Drawdown Date, be technically managed by the Approved Manager on terms acceptable to the Lenders, together with:
(a)
the Manager's Undertaking in respect of the Ship; and
(b)
copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.
12
Valuations of each Ship to determine its Fair Market Value, addressed to the Agent, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the Drawdown Date and obtained in accordance with Clause 15 ( Security Cover ) and showing that the aggregate Fair Market Value of the Ships is equal to or greater than 120 per cent. of the Total Commitments.
13
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and, if a different jurisdiction, the country where the Borrower is incorporated and the country where the Ship is registered and such other relevant jurisdictions as the Agent may require.
14
A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.
15
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
16
A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement.

139     




140     


SCHEDULE 4     

141     




142     



TRANSFER CERTIFICATE
The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.
To:
[Name of Agent] for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lender, each Swap Bank and each Mandated Lead Arranger, as defined in the Loan Agreement referred to below.
1
This Certificate relates to a loan agreement (the " Loan Agreement ") dated [●] 2018 and made between (1) Euronav NV (the " Borrower "), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Mandated Lead Arrangers as defined therein and (5) Crédit Agricole Corporate and Investment Bank as Agent and Security Trustee for a term loan facility of up to US$173,550,300.
2
In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:
" Relevant Parties " means the Agent, the Borrower, each Security Party, the Security Trustee, each Mandated Lead Arranger, each Lender and each Swap Bank;
" Transferor " means [full name] of [lending office]; and
" Transferee " means [full name] of [lending office].
3
The effective date of this Certificate is [ l ] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.
4
The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [ l ] per cent. of its Contribution, which percentage represent $[ l ].
5
By virtue of this Transfer Certificate and Clause 30 ( Transfers and Changes in Lending Offices ) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amount to $[ l ] [from [ l ] per cent. of its Commitment, which percentage represent $[ l ]], and the Transferee acquires a Commitment of $[ l ].
6
The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 30 ( Transfers and Changes in Lending Offices ) of the Loan Agreement provides will become binding on it upon this Certificate taking effect.
7
The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 30 ( Transfers and Changes in Lending Offices ) of the Loan Agreement.
8
The Transferor:
(a)
warrants to the Transferee and each Relevant Party that:

143     


(i)
the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferor;
(b)
warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and
(c)
undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.
9
The Transferee:
(a)
confirms that it has received a copy of the Loan Agreement and each other Finance Document;
(b)
agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Mandated Lead Arranger, any Lender or any Swap Bank in the event that:
(i)
any of the Finance Documents prove to be invalid or ineffective,
(ii)
the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;
(iii)
it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or Security Party under the Finance Documents;
(c)
agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Mandated Lead Arranger, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d)
warrants to the Transferor and each Relevant Party that:
(i)
it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferee; and
(e)
confirms the accuracy of the administrative details set out below regarding the Transferee.
10
The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees.
11
The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably

144     


foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.
12
The Transferee confirms to the Transferor and each of the Creditor Parties that it:
(a)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in the Loan and has not relied exclusively on any information provided to it by the Transferor or any other Creditor Party in connection with any Finance Document or the Security Interests created by the Finance Documents; and
(b)
will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities throughout the Security Period.
13
The Transferor makes no representation or warranty and assumes no responsibility to the Transferee for the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document and any representations or warranties implied by law are excluded.
[Name of Transferor]    [Name of Transferee]
By:    By:
Date:    Date:


Agent
Signed for itself and for and on behalf of itself
as Agent and for every other Relevant Party
[Name of Agent]
By:
Date:

145     



Administrative Details of Transferee
Name of Transferee:
Lending Office:
Contact Person
(Loan Administration Department):
Telephone:
Telex:
Fax:
Contact Person
(Credit Administration Department):
Telephone:
Telex:
Fax:
Account for payments:


Note :
This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.


146     




147     


SCHEDULE 5     

148     




149     



DETAILS OF SHIPS
Ship
Hull No.
To be named
Classification
Flag
Delivery Date (estimated)
Ship A
S-909
"CAP QUEBEC"
+100A1 Double hull oil tanker, CSR, ESP, ShipRight(CM, ACS(B, C), SERS, SCM, BWMP(S,T)), *IWS, LI, +LMC, UMS, IGS, DSPM4, ECO(BWT, EEDI-1, EAL, GW, IBTS, IHM, OW, SEEMP, P, VECS-L), Occasional Helicopter Landing Area, Ice Class 1C FS, NAV1 with Descriptive Notes ETA
Greek
26 March 2018
Ship B
S-910
"CAP PEMBROKE"
+100A1 Double hull oil tanker, CSR, ESP, ShipRight(CM, ACS(B, C), SERS, SCM, BWMP(S,T)), *IWS, LI, +LMC, UMS, IGS, DSPM4, ECO(BWT, EEDI-1, EAL, GW, IBTS, IHM, OW, SEEMP, P, VECS-L), Occasional Helicopter Landing Area, Ice Class 1C FS, NAV1 with Descriptive Notes ETA
Greek
18 April 2018
Ship C
S-911
"CAP PORT ARTHUR"
+100A1 Double hull oil tanker, CSR, ESP, ShipRight(CM, ACS(B, C), SERS, SCM, BWMP(S,T)), *IWS, LI, +LMC, UMS, IGS, DSPM4, ECO(BWT, EEDI-1, EAL, GW, IBTS, IHM, OW, SEEMP, P, VECS-L), Occasional Helicopter Landing Area, Ice Class 1C FS, NAV1 with Descriptive Notes ETA
An Approved Flag
26 July 2018
Ship D
S-912
"CAP CORPUS CHRISTI"
+100A1 Double hull oil tanker, CSR, ESP, ShipRight(CM, ACS(B, C), SERS, SCM, BWMP(S,T)), *IWS, LI, +LMC, UMS, IGS, DSPM4, ECO(BWT, EEDI-1, EAL, GW, IBTS, IHM, OW, SEEMP, P, VECS-L), Occasional Helicopter Landing Area, Ice Class 1C FS, NAV1 with Descriptive Notes ETA
An Approved Flag
2 August 2018


150     




151     


SCHEDULE 6     

152     




153     



DESIGNATION NOTICE
To:     Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France
[date]
Dear Sirs
Loan Agreement dated [●]made between (i) Euronav NV as Borrower, (ii) the Lenders as referred to therein, (iii) the Swap Banks as referred to therein, (iv) the Mandated Lead Arrangers as referred to therein and (v) yourselves as Agent and Security Trustee for a term loan facility of up to US$173,550,300 (the "Loan Agreement")
We refer to:
1
the Loan Agreement;
2
the Master Agreement dated as of [●] made between [●] [and [●]]; and
3
a Confirmation delivered pursuant to the said Master Agreement dated [●] and addressed by [●] to [●].
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.
Yours faithfully





..............................................................    ..............................................................
for and on behalf of    for and on behalf of
EURONAV NV    [SWAP BANK]


154     



SCHEDULE 7     


FORM OF CERTIFICATE OF COMPLIANCE
To:     Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
France

From:     Euronav NV
[Date]
OFFICER'S CERTIFICATE
This Certificate is rendered pursuant to clause 11.5(e) of the loan agreement dated [●] (the " Loan Agreement ") and entered into between (i) Euronav NV, as Borrower (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (2) the banks and financial institutions listed in Schedule 1 therein as Swap Banks, (iii) the Mandated Lead Arrangers as referred to therein and (iv) Crédit Agricole Corporate and Investment Bank as Agent and Security Trustee, relating to a term loan facility of up to US$173,550,300. Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.
I, the Chief Financial Officer of the Borrower, hereby certify that:
1
Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Group and audited individual accounts of the Borrower for the financial year ending on [ l ]] [unaudited consolidated balance sheet of the Group and the unaudited individual balance sheet of the Borrower in relation to the [first] [second] six months of the financial year ending on [ l ]] (the "Accounts").
2
Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets and Total Indebtedness of the Group as at [ l ]:
 
US Dollars
Cash
[ l ]
Consolidated Current Assets
[ l ]
Consolidated Current Liabilities
[ l ]
Free Liquid Assets
[ l ]
Stockholders' Equity
[ l ]
Total Assets
[ l ]
Total Indebtedness
[ l ]


155     



3
Accordingly, as at the date of this Certificate the financial covenants set out in clause 12.5 ( Financial Covenants ) of the Loan Agreement [are] [are not] complied with, in that as at [ l ]:
(a)
Consolidated Working Capital is US$[ l ];
(b)
Free Liquid Assets are US$[ l ];
(c)
Cash is US$[ l ]; and
(d)
the ratio of Stockholders' Equity to Total Assets is [ l ] per cent.;
[or, as the case may be, specify in what respect any of the financial covenants are not complied with.]
4
As at [ l ] no Event of Default has occurred and is continuing.
[or, specify/identify any Event of Default]
The Borrower is in compliance with Clause 15.1 of the Loan Agreement.
[ If not, specify this and what is proposed as regards Clause 15.2 ]
The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [ date ]:
Name of Ship
Name of first shipbroker
providing valuation
Name of second shipbroker
providing valuation
Average market value
[ l ]
[ l ]
[ l ]
[ l ]





…………………………..……………………
Chief Financial Officer
EURONAV NV
Note: Supporting Schedules to be attached.


156     




157     


SCHEDULE 8     

158     




159     



TIMETABLES

LIBOR is fixed
Quotation Date as of 11:00 am London time
 
 
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.7 ( Calculation of Reference Bank Rate )
Noon on the Quotation Date



160     




161     


EXECUTION PAGES
BORROWER

SIGNED by    ) /s/ Julie Walton
) Julia Walton
for and on behalf of     ) Attorney-in-fact
EURONAV NV     )
in the presence of:    ) /s/ Martin Rustam
Martin Rustam
Trainee Solicitor
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ United Kingdom
nortonrosefulbright.com

COMMERCIAL LENDERS

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
BNP PARIBAS FORTIS SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
CRÉDIT AGRICOLE CORPORATE AND     )
INVESTMENT BANK     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
SEA BRIDGE FINANCE LIMITED     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB




162     


ECA LENDER

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
THE EXPORT-IMPORT BANK OF KOREA     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


SWAP BANKS

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
BNP PARIBAS FORTIS SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
CRÉDIT AGRICOLE CORPORATE AND     )
INVESTMENT BANK     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


MANDATED LEAD ARRANGERS

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
BNP PARIBAS FORTIS SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

163     





SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
CRÉDIT AGRICOLE CORPORATE AND     )
INVESTMENT BANK     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

AGENT

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
CRÉDIT AGRICOLE CORPORATE AND     )
INVESTMENT BANK     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB




SECURITY TRUSTEE

SIGNED by    ) /s/ Kathryn Palmer
) Kathryn Palmer
for and on behalf of     ) Attorney-in-Fact
CRÉDIT AGRICOLE CORPORATE AND     )
INVESTMENT BANK     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB



164     
Execution Form

Dated 29 March 2018
TI AFRICA LIMITED
TI ASIA LIMITED
as joint and several Borrowers
and
THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN PART A OF SCHEDULE 1
as Lenders
and
ABN AMRO BANK N.V.
ING BELGIUM SA/NV
as Mandated Lead Arrangers
and
THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN PART B OF SCHEDULE 1
as Swap Banks
and
ING BANK N.V.
as Agent
and as Security Trustee

LOAN AGREEMENT
relating to
a loan facility of up to US$220,000,000 to refinance
"FSO ASIA" and "FSO AFRICA"




Index
Clause    Page

1 Interpretation    1
2 Facility    27
3 Position of the Lenders and Swap Banks    28
4 Drawdown    29
5 Interest    30
6 Interest Periods    34
7 Default interest    35
8 Repayment, Prepayment and cancellation    36
9 Conditions Precedent    41
10 Representations and Warranties    42
11 General Undertakings    46
12 Corporate Undertakings    51
13 Insurance    53
14 FSO Covenants    58
15 Payments and Calculations    62
16 Application of Receipts    64
17 Application of Earnings    66
18 Events of Default    66
19 Fees and Expenses    72
20 Indemnities    73
21 No Set-Off or Tax Deduction    76
22 The Agent, the Mandated Lead Arrangers and the Reference Banks    79
23 The Security Trustee    89
24 Conduct of Business by the Creditor Parties    103
25 Sharing among the Creditor Parties    103
26 Illegality, etc    105
27 increased Costs    106
28 Set-Off    108
29 Transfers and Changes in Lending Offices    108
30 Confidential Information    112
31 Confidentiality of Funding Rates and Reference Bank Quotations    116
32 Variations and Waivers    118
33 Notices    119
34 Joint and Several Liability    122
35 Supplemental    123
36 Law and Jurisdiction    124

Schedules

Schedule 1 126
Part A Lenders and Commitments    126
Part B Swap Banks 127
Schedule 2 Term Facility Repayment Instalments 128
Schedule 3 Reduction amounts 129
Schedule 4 Drawdown Notice    130
Schedule 5 Condition Precedent Documents    131
Part A 131
Part B 132
Schedule 6 Transfer Certificate    134
Schedule 7 Designation Notice    138
Schedule 8 Timetables    139
Schedule 9 Form of Compliance Certificate    140
Schedule 10 Form of Budget 142

        


Execution

Execution Pages 142



        


Exhibit 4.31
THIS AGREEMENT is made on 29 March 2018
PARTIES
(1)
TI AFRICA LIMITED and TI ASIA LIMITED , as joint and several Borrowers
(2)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Part A of Schedule 1, as Lenders
(3)
ABN AMRO BANK N.V. and ING BANK BELGIUM SA/NV as Mandated Lead Arrangers
(4)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1, as Swap Banks
(5)
ING BANK N.V. , as Agent
(6)
ING BANK N.V. , as Security Trustee
BACKGROUND
(A)
The Lenders have agreed to make available to the Borrowers facilities of up to $220,000,000 comprising:
(i)
Tranche A of the Term Loan in a principal amount not exceeding $54,000,000 to be provided to TI Asia for general corporate purposes;
(ii)
Tranche B of the Term Loan in a principal amount not exceeding $56,000,000 to be provided to TI Africa for general corporate purposes;
(iii)
Revolving Facility A in a principal amount not exceeding $54,000,000 to be provided to TI Asia for general corporate purposes; and
(iv)
Revolving Facility B in a principal amount not exceeding $56,000,000 to be provided to TI Africa for general corporate purposes.
(B)
The Swap Banks may agree to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers' exposure under this Agreement to interest rate fluctuations.
(C)
The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein.
It is agreed as follows:
OPERATIVE PROVISIONS
1
INTERPRETATION
1.1
Definitions
Subject to Clause 1.5 ( General Interpretation ), in this Agreement:
" Accounts Security Deed " means, in respect of a Borrower, a deed creating security in respect of the Earnings Account of that Borrower to be made between that Borrower and the Security Trustee in Agreed Form.





" Advance " means the principal amount of each borrowing by the Borrowers under this Agreement.
" Affiliate " means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company.
" Agent " means ING Bank N.V., acting in such capacity through its office at Bijlmerplein 888,1102 MG, Amsterdam, The Netherlands, or any successor of it.
" Agreed Form " means in relation to any Finance Document, that document in the form approved in writing by the Agent (acting on the instructions of all the Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any Finance Document, and in relation to any other document, that document in the form approved in writing by the Agent.
" Anti-Corruption Laws " means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other similar anti-corruption legislation in any other applicable jurisdictions.
" Approved Flag " means, for each FSO, Marshall Islands flag or any other flag approved by the Agent (acting on the instructions of the Lenders), such approval not to be unreasonably withheld or delayed.
" Approved Manager " means Euronav Shipmanagement SAS of De Gerlachekaai 20, B 2000 Antwerp 1, Belgium or, in each case:
(a)
any other company appointed by the relevant Borrower as the manager of an FSO in accordance with paragraph (b) of Clause 14.12 ( Restrictions on chartering, appointment of managers etc. ); or
(b)
any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical manager of that FSO, such approval not to be unreasonably withheld or delayed and which authorisation shall not be withheld in the case of International Seaways or any Affiliate of it.
" Approved Valuer " means Fearnleys (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders, such approval not to be unreasonably withheld.
" Arrangers " means each of the Mandated Lead Arrangers.
" Available Commitment " means, in relation to a Tranche or a Revolving Facility, a Lender's Commitment under that Tranche or Revolving Facility minus:
(a)
the amount of its participation in the outstanding Advances under that Tranche or Revolving Facility; and
(b)
in relation to any proposed Advance, the amount of its participation in any other Advance that is due to be made under that Tranche or Revolving Facility on or before the proposed Drawdown Date.
For the purposes of calculating a Lender's Available Commitment in relation to any proposed Advance under a Revolving Facility only, that Lender's participation in any Advance under that

2     


Revolving Facility that is due to be repaid or prepaid on or before the proposed Drawdown Date shall not be deducted from that Lender's relevant Revolving Commitment.
" Available Facility " means, in relation to a Tranche or a Revolving Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Tranche or Revolving Facility.
" Available Revolving Facility A Commitment " means, in relation to a Lender and at any time, its Revolving Facility A Commitment less its Contribution in respect of Revolving Facility A at that time (and " Total Available Revolving Facility A Commitments " means the aggregate of the Available Revolving Facility A Commitments of all the Lenders).
" Available Revolving Facility B Commitment " means, in relation to a Lender and at any time, its Revolving Facility B Commitment less its Contribution in respect of Revolving Facility B at that time (and " Total Available Revolving Facility B Commitments " means the aggregate of the Available Revolving Facility B Commitments of all the Lenders).
" Available Revolving Facility Commitment " means the Available Revolving Facility A Commitment or Available Revolving Facility B Commitment.
" Availability Period " means the period from and including the date of this Agreement to and including:
(a)
in relation to the Term Facility, 30 April 2018; and
(b)
in relation a Revolving Facility, the date falling 3 months before the Maturity Date in respect of that Revolving Facility.
" Bail-In Action " means the exercise of any Write-down and Conversion Powers.
" Bail-In Legislation " means:
(a)
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)
in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
" Bank Guarantor " means ING Belgium SA/NV, acting through its office at B-1000 Brussels, Avenue Marnix 24, 0403.200.393.
" Basel III " means:
(a)
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

3     


(b)
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c)
any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
" Borrowers " means each of TI Africa and TI Asia.
" Business Day " means a day on which banks are open in London, Brussels, Hong Kong, New York City and Amsterdam.
" Change in Ultimate Beneficial Owner " means in respect of a Borrower or Security Party other than the Guarantors any event by which a private individual (i) acquires the legal and/or beneficial ownership (directly or indirectly) of 25 per cent. or more of the issued share capital of that Borrower or Security Party or (ii) acquires the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (directly or indirectly) cast, or control the casting of, 25 per cent. or more of the votes that might be cast at a general meeting of that Borrower or Security Party or (iii) gains effective control over that Borrower or Security Party (such private individual being referred to as the "Ultimate Beneficial Owner").
" Change of Control " means:
(a)
in the case of Euronav, if 2 or more persons acting in concert or any individual person other than Saverco nv:
(i)
acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital of Euronav; or
(ii)
has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of Euronav; and
(b)
in the case of International Seaways:
(i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the US Securities Exchange Act of 1934, as amended (the " Exchange Act ")) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this Clause (i) such person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 per cent. of the total voting power of International Seaways' voting stock; or
(ii)
the replacement of a majority of the board of directors of International Seaways over a 2 year period who constituted the board of directors of International Seaways at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the board of directors of International Seaways in office as of the date of such replacement who either were members of such board of directors at the beginning of such period or whose election as members of such board of directors was previously so approved.

4     


" Code " means the US Internal Revenue Code of 1986, as amended.
" Commitment " means a Term Commitment or a Revolving Commitment.
" Compliance Certificate " means a certificate in the form set out in Schedule 9 ( Form of Compliance Certificate ) or in any other form agreed between the Borrowers and the Facility Agent.
" Confidential Information " means all information relating to either Borrower, either Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either:
(a)
any member of either Group or any of its advisers; or
(b)
another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of either 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:
(i)
information that
(A)
is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 30.2 ( Disclosure of Confidential Information ); or
(B)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(C)
is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)
any Funding Rate or Reference Bank Quotation.
" Confidentiality Undertaking " means a confidentiality undertaking in substantially the appropriate form recommended by the Loan Market Association (or any successor organisation) from time to time (as logically amended to reflect the terms of this Agreement) or in any other form agreed between the Borrower and the Agent.
" Confirmation " and " Early Termination Date ", in relation to any continuing Designated Transaction, have the meaning given in the relevant Master Agreement.
" Contractual Currency " has the meaning given in Clause 20.4 ( Currency indemnity ).
" Contribution " means, in relation to a Lender, the part of the Loan which is owing to that Lender.

5     


" Co-ordination Deed " means the co-ordination deed to be entered into between the Borrowers, the Agent on behalf of the Lenders and the Bank Guarantor to regulate the relationship between the Lenders, the Bank Guarantor and the Borrowers and access to the security which will secure the obligations of the Borrowers under this Agreement as set forth in the Finance Documents and the obligations of the Borrowers under the Guarantee Facility.
" Corresponding Debt " means any amount, other than any Parallel Debt, which a Borrower owes to a Creditor Party under or in connection with the Finance Documents or the Master Agreements.
" CRD IV " means:
(a)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;
(b)
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and
(c)
any other law or regulation which implements Basel III.
" Creditor Party " means the Agent, the Security Trustee, the Arrangers, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time.
" Debt Service Cover Ratio " means, in respect of a Borrower, the ratio of (i) that Borrower's EBITDA to (ii) the aggregate of any net interest cost, guarantee commission and instalments payable by that Borrower each measured over the preceding four financial quarters.
" Default " means an Event of Default or a Potential Event of Default.
" Designated Transaction " means a Transaction which fulfils the following requirements:
(a)
it is entered into by the Borrowers pursuant to a Master Agreement with a Swap Bank and the Borrowers' rights under such Master Agreement are subject to a Master Agreement Assignment;
(b)
its purpose is the hedging of the Borrowers' exposure under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the final Repayment Date; and
(c)
it is designated by the Borrowers and/or by the relevant Swap Bank, by delivery by the Borrowers and/or that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 7 ( Designation Notice ), as a Designated Transaction for the purposes of the Finance Documents.
" Disruption Event " means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Security Party; or

6     


(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Security Party preventing that, or any other, Party or, if applicable, any Security Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other Parties or, if applicable, any Security Party in accordance with the terms of the Finance Documents,
and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Security Party whose operations are disrupted.
" Dividend Lock-Up Event " means any time where, as at the most recent fiscal quarter end date, the Debt Service Cover Ratio for the immediately preceding 4 fiscal quarters was less than 1.2x.
" Dollars " and " $ " means the lawful currency for the time being of the United States of America.
" Drawdown Date " means, in relation to an Advance, the date requested by the Borrowers for the Advance to be made, or (as the context requires) the date on which the Advance is actually made.
" Drawdown Notice " means a notice in the form set out in Schedule 4 ( Drawdown Notice ) (or in any other form which the Agent approves or reasonably requires).
" Earnings " means, in relation to a FSO, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower owning that FSO or the Security Trustee and which arise out of the use or operation of that FSO during the Security Period, including (but not limited to):
(a)
all freight, hire and passage moneys and all amounts payable by NOC under the Service Contract for a FSO (including, for the avoidance of doubt, any termination fee or mobilisation/demobilisation fee);
(b)
compensation payable to any Borrower or the Security Trustee in the event of requisition of a FSO for hire;
(c)
remuneration for salvage and towage services;
(d)
demurrage and detention moneys;
(e)
damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of a FSO; and
(f)
all moneys which are at any time payable under any Insurances in respect of loss of hire.
" Earnings Account " means:
(a)
in relation "FSO ASIA", the account in the name of TI Asia with the Agent in Amsterdam having account number NL33 INGB 0020 1558 32;
(b)
in relation "FSO AFRICA", the account in the name of TI Africa with the Agent in Amsterdam having account number NL80 INGB 0020 1558 59,

7     


or, in either case, any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is designated by the Agent as the Earnings Account in relation to that FSO for the purposes of this Agreement.
" Environmental Claim " means:
(a)
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
(b)
any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,
and " claim " means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
" Environmental Incident " means:
(a)
any release of Environmentally Sensitive Material from a FSO; or
(b)
any incident in which Environmentally Sensitive Material is released from a vessel other than a FSO and which involves a collision between a FSO and such other vessel or some other incident of navigation or operation, in either case, in connection with which a FSO is actually or reasonably likely to be arrested, attached, detained or injuncted and/or a FSO and/or any Borrower and/or any operator or manager of a FSO is at fault or allegedly at fault or otherwise reasonably likely to be subject to any legal or administrative action; or
(c)
any other incident in which Environmentally Sensitive Material is released otherwise than from a FSO and in connection with which a FSO is actually or reasonably likely to be arrested and/or where any Borrower and/or any operator or manager of a FSO is at fault or allegedly at fault or reasonably likely to be subject to any legal or administrative action.
" Environmental Law " means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.
" Environmentally Sensitive Material " means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
" EU Bail-In Legislation Schedule " means the document described as such and published by the Loan Market Association (or any successor organisation) from time to time.
" Euronav " means Euronav NV, a company incorporated in Belgium whose Belgium registered office is at De Gerlachekaai 20, B-2000 Antwerp 1, Belgium.
" Euronav Group " means Euronav and each of its subsidiaries.
" Event of Default " means any of the events or circumstances described in Clause 18.1 ( Events of Default ).

8     


" Facility " means the Term Facility or the Revolving Facility.
" Facility Cap " means, in relation to (i) Tranche A and Revolving Facility A; or (ii) Tranche B and Revolving Facility B, the amount that the Facility Agent, acting on the instructions of the Lenders, agrees as at the first Drawdown Date of the relevant Tranche could be repaid between the first Drawdown Date and the Maturity Date for the relevant Tranche and Revolving Facility:
(a)
using only Earnings under the relevant Service Contract less operating expenses, overheads and taxes; and
(b)
maintaining the relevant Borrower's Debt Service Cover Ratio at no less than 1.3x during that period.
" Facility Office " means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
" FATCA " means:
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
" FATCA Application Date " means:
(a)
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
(b)
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or
(c)
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
" FATCA Deduction " means a deduction or withholding from a payment under a Finance Document required by FATCA.
" FATCA Exempt Party " means a Party that is entitled to receive payments free from any FATCA Deduction.

9     


" Fee Letter " means any letter or letters dated on or about the date of this Agreement between any of the Arrangers, the Agent and the Security Trustee and any Borrower setting out any of the fees referred to in Clause 19 ( Fees and expenses ).
" Finance Documents " means:
(a)
this Agreement;
(b)
any Fee Letter;
(c)
the Guarantees;
(d)
the Mortgages;
(e)
the General Assignments;
(f)
the Service Contract Assignments;
(g)
the Accounts Security Deeds;
(h)
the Shares Security Deeds;
(i)
the Subordination Agreements;
(j)
the Co-ordination Deed;
(k)
the Master Agreement Assignments;
(l)
the Quiet Enjoyment Letters;
(m)
any other document (whether creating a Security Interest or not) which is executed at any time by any Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents to which this definition refers; and
(n)
any other document designated as such by the Agent and the Borrowers.
" Financial Indebtedness " means, in relation to a person (the " debtor "), a liability of the debtor:
(a)
for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)
under any loan stock, bond, note or other security issued by the debtor;
(c)
under any acceptance credit, guarantee or letter of credit facility or dematerialised equivalent made available to the debtor;
(d)
under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
(e)
under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

10     


(f)
under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.
" FSO 1 " means the double hulled tanker type vessel of 432,023 dead weight tons named "FSO ASIA" which is registered in the ownership of TI Asia under the Marshall Islands flag with IMO number 9224752.
" FSO 2 " means the double hulled tanker type vessel of 432,023 dead weight tons named "FSO AFRICA" which is registered in the ownership of TI Africa under the Marshall Islands flag with IMO number 9224764.
" FSO 1 Service Contract " means the service contract dated 14 May 2017 for FSO 1 and having contract reference number 4600000114 entered into between TI Asia and NOC for service of FSO 1 in the Al Shaheen Field, Block 5, offshore Qatar for a period of 5 years.
" FSO 2 Service Contract " means the service contract dated 14 May 2017 for FSO 2 and having contract reference number 46000000113 entered into between TI Africa and NOC for service of FSO 2 in the Al Shaheen Field, Block 5, offshore Qatar for a period of 5 years.
" FSOs " means each of FSO 1 and FSO 2.
" Funding Rate " means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.10 ( Cost of funds ).
" GAAP " means generally accepted accounting principles applicable in jurisdiction of the relevant company.
" General Assignment " means, in relation to each FSO, the general assignment of Earnings, Insurances and any Requisition Compensation in relation to that FSO executed by the Borrower owning that FSO in favour of the Security Trustee in Agreed Form and to secure the obligations of the Borrowers under this Agreement and the Guarantee Facility.
" Group " means the Euronav Group or the International Seaways Group.
" Guarantee Facility" means the guarantee facility dated 14 July 2017 entered into between the Borrowers, the Guarantors and the Bank Guarantor in relation to the Performance Bond (as defined in each Service Contract and which shall not exceed $5,000,000 in the case of each FSO) issued by the Bank Guarantor pursuant to each Service Contract.
" Guarantees " means:
(a)
in relation to Euronav, the several guarantee of the liabilities of the Borrowers in respect of the Revolving Facility to be executed by Euronav in favour of the Security Trustee in Agreed Form; and
(b)
in relation to International Seaways, the several guarantee of the liabilities of the Borrowers in respect of the Term Loan to be executed by International Seaways in favour of the Security Trustee in Agreed Form.
" Guarantors " means each of Euronav and International Seaways.
" Holding Company " means, in relation to a person, any other person in relation to which it is a subsidiary.

11     


" IFRS " means international accounting standards within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant financial statements.
" Insurances " means, in relation to a FSO:
(a)
all policies and contracts of insurance, including entries of the FSO in any protection and indemnity or war risks association, which are effected in respect of the FSO, its Earnings or otherwise in relation to it; and
(b)
all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium.
" Interest Period " means a period determined in accordance with Clause 6 ( Interest Periods ).
" International Seaways " means International Seaways, Inc., a corporation incorporated in the Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
" International Seaways Group " means International Seaways and each of its subsidiaries.
" Interpolated Screen Rate " means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,
each as of the Specified Time for dollars.
" ISM Code " means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation as the same may be amended or supplemented 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 adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.
" ISSC " means a valid and current International Ship Security Certificate issued under the ISPS Code.
" Lender " means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Part A of Schedule 1 (or through another branch notified to the Agent under Clause 29.13 ( Change of lending office ) or its transferee, successor or assign.
" LIBOR " means, in relation to the Loan or any part of the Loan:
(a)
the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

12     


(b)
as otherwise determined pursuant to Clause 5.6 ( Unavailability of Screen Rate ),
and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.
" Loan " means the principal amount for the time being outstanding under this Agreement.
" Major Casualty " means, in relation to a FSO, any casualty to the FSO in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $10,000,000 or the equivalent in any other currency.
" Majority Lenders " means:
(a)
before an Advance has been made, Lenders whose Commitments total 66⅔ per cent. or more of the Total Commitments; and
(b)
after an Advance has been made, Lenders whose Contributions total 66⅔ per cent. or more of the Loan or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full equal 66⅔ per cent. or more of the Loan immediately before such repayment.
" Mandated Lead Arrangers " means ABN AMRO Bank N.V. and ING Belgium SA/NV.
" Margin " means 2 per cent. per annum.
" Market Value " means, in relation to an FSO or any other vessel, at any date, an amount determined by the Facility Agent as being an amount equal to:
(a)
the market value of that FSO or vessel shown by a valuation prepared:
(i)
as at a date not more than 30 days previously;
(ii)
by an Approved Valuer;
(iii)
without physical inspection of that FSO or vessel; and
(iv)
on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any Charter,
Less
(b)
an amount determined by the Facility Agent acting with the authorisation of the Majority Lenders as being an amount equal to the amount of the usual and reasonable expenses which would be reasonably likely to be incurred in connection with a sale described in sub-paragraph (iv) of paragraph (a) above.
" Master Agreement " means each master agreement (on the 2002 Master Agreement form as published by the International Swaps and Derivatives Association, Inc.) in the Agreed Form made between a Borrower and a Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under the master agreement.
" Master Agreement Assignment " means, in respect of a Borrower a master agreement security creating Security Interests over that Borrower's rights and interests in any Master Agreement, in Agreed Form.

13     


" Material Adverse Effect " means, in the reasonable opinion of the Majority Lenders, a material adverse affect on:
(a)
the ability of a Borrower, a Shareholder or a Guarantor to perform its obligations under the Finance Documents;
(b)
the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of the Finance Documents; or
(c)
the rights and remedies of the Creditor Parties (or any of them) under the Finance Document.
" Maturity Date " means in relation to:
(a)
Tranche A and Revolving Facility A, 21 July 2022; and
(b)
Tranche B and Revolving Facility B, 21 September 2022.
" Mortgage " means, in respect of each FSO, a first preferred Marshall Islands ship mortgage executed by the Borrower owning that FSO in favour of the Security Trustee in Agreed Form and to secure the obligations of the Borrowers under this Agreement, the Master Agreements and under the Guarantee Facility.
" NOC " means North Oil Company, a private joint-stock company organised and existing under the laws of the State of Qatar, registered under no. 90333 and having its registered office at 7 th Floor, The Gate Mall Tower 4, P.O. Box 21264, West Bay, Doha, State of Qatar.
" Negotiation Period " has the meaning given in Clause 5.14 ( Negotiation of alternative rate of interest ).
" Notifying Lender " has the meaning given in Clause 26.1 ( Illegality ) or Clause 27.1 ( Increased costs ) as the context requires.
" Parallel Debt " means any amount which a Borrower owes to the Security Trustee under Clause 23.2 ( Parallel Debt (Covenant to pay the Security Agent) ) or under that clause as incorporated by reference or in full in any other Finance Document.
" Participating Member State " means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
" Party " means a party to this Agreement.
" Payment Currency " has the meaning given in Clause 20.4 ( Currency indemnity ).
" Permitted Financial Indebtedness " means:
(a)
any Financial Indebtedness incurred under the Finance Documents, the Master Agreements or the Guarantee Facility; and
(b)
any Financial Indebtedness:
(i)
provided by the Shareholders;

14     


(ii)
in the form of a guarantee issued by a Borrower as a result of investments made by the Shareholders;
(iii)
or incurred in the ordinary course of business of a Borrower,
and, in each case, that is subordinated to all Financial Indebtedness incurred under the Finance Documents on terms acceptable to the Agent (acting on the instructions of the Lenders).
" Permitted Security Interests " means:
(a)
Security Interests created by the Finance Documents;
(b)
liens for unpaid master's and crew's wages in accordance with usual maritime practice;
(c)
liens for salvage;
(d)
liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a FSO not prohibited by this Agreement;
(e)
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, repair or maintenance of a FSO, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to paragraph (vi) of Clause 14.12 ( Restrictions on chartering, appointment of managers etc);
(f)
any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while a Borrower is actively prosecuting or defending such proceedings or arbitration in good faith; and
(g)
Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.
" Pertinent Document " means:
(a)
any Finance Document;
(b)
any policy or contract of insurance contemplated by or referred to in Clause 13 ( Insurance ) or any other provision of this Agreement or another Finance Document;
(c)
any other document contemplated by or referred to in any Finance Document; and
(d)
any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c).
" Pertinent Jurisdiction ", in relation to a company, means:
(a)
England and Wales;
(b)
the country under the laws of which the company is incorporated or formed;

15     


(c)
a country in which the company has the centre of its main interests or which the company's central management and control is or has recently been exercised;
(d)
a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;
(e)
a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and
(f)
a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c).
" Pertinent Matter " means:
(a)
any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or
(b)
any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a),
and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.
" Potential Event of Default " means an event or circumstance which, with the giving of any notice, the lapse of time, a determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default.
" Project " means, in relation to a FSO, the financing, ownership, operation and maintenance of that FSO as further outlined in the Service Contract for that FSO or any other service or employment permitted by the Lenders during the Security Period.
" Quiet Enjoyment Letter " means, in relation to each FSO, the letter of quiet enjoyment to be provided by the Security Trustee and acknowledged by NOC and the Borrower owning that FSO pursuant to the relevant Service Contract in a form consistent with exhibit X to that Service Contract or as otherwise agreed between that Borrower, NOC and the Agent (acting on the instructions of the Lenders).
" Quotation Date " means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), 3 Business Days before the first day of that period or the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period.
" Reference Bank Quotation " means any quotation supplied to the Agent by a Reference Bank.
" Reference Bank Rate " means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:
(a)
if:

16     


(i)
the Reference Bank is a contributor to the Screen Rate; and
(ii)
it consists of a single figure,
as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or
(b)
in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the relevant period with reference to the unsecured wholesale funding market.
" Reference Banks " means, subject to Clause 29.15 ( Replacement of Reference Bank ), ING Bank N.V. and ABN AMRO Bank N.V.
" Related Fund " in relation to a fund (the " first fund "), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
" Relevant Person " has the meaning given in Clause 18.9 ( Relevant Persons ).
" Requisition Compensation " includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of " Total Loss ".
" Repayment Date " means:
(a)
in respect of a Tranche, a date on which a repayment is required to be made in respect of it under Clause 8 ( Repayment and Prepayment );
(b)
in relation to an Advance of the Revolving Facility, the last day of the Interest Period for that Advance selected by the Borrower in the Drawdown Notice (or otherwise determined in accordance with the provisions of Clause 6 ( Interest Periods ).
" Representative " means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
" Restricted Party " means a person:
(a)
that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);
(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 Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country; or
(c)
that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or
(d)
with which any member of either Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

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" Revolving Commitment " means the Revolving Facility A Commitment or Revolving Facility B Commitment.
" Revolving Facility " means Revolving Facility A or Revolving Facility B.
" Revolving Facility A " means the revolving credit facility made available to TI Asia under this Agreement for general corporate purposes as described in paragraph (c) of Clause 2.1 ( Amount of facility ).
" Revolving Facility A Commitment " means:
(a)
in relation to a Lender named in this Agreement, the amount set opposite its name under the heading "Revolving Commitment" in Part B of Schedule 1 and the amount of any other Revolving Facility A Commitment transferred to it under this Agreement; and
(b)
in relation to any other Lender, the amount of any Revolving Facility A Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
" Revolving Facility B " means the revolving credit facility made available to TI Africa under this Agreement for general corporate purposes as described in paragraphs (d) of Clause 2.1 ( Amount of facility ).
" Revolving Facility B Commitment " means:
(a)
in relation to a Lender named in this Agreement, the amount set opposite its name under the heading "Revolving Commitment" in Part B of Schedule 1 and the amount of any other Revolving Facility B Commitment transferred to it under this Agreement; and
(b)
in relation to any other Lender, the amount of any Revolving Facility B Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
" Sanctions Authority " means the United Nations, the United Kingdom, 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 the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adopted, imposed, administered, enacted and/or enforced by any Sanctions Authority.
" Sanctions List " means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or substituted from time to time.
" Sanctions Relevant Person " means:
(a)
the Borrower;
(b)
each Guarantor;

18     


(c)
each subsidiary of the Borrower or a Guarantor; and
(d)
all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (c) above.
" Screen Rate " means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.
" Secured Liabilities " means all liabilities which the Borrowers, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or the Master Agreements or any judgment relating to any Finance Document or the Master Agreements; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.
" Security Interest " means:
(a)
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
(b)
the security rights of a plaintiff under an action in rem ; and
(c)
any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
" Security Party " means each Guarantor and each Shareholder and any other person (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within paragraph (n) of the definition of " Finance Documents ".
" Security Period " means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrowers, the Security Parties and the Lenders that:
(a)
all amounts which have become due for payment by any Borrower or any Security Party under the Finance Documents and the Master Agreements have been paid;
(b)
no amount is owing or has accrued (without yet having become due for payment) under any Finance Document or any Master Agreement;
(c)
neither any Borrower nor any Security Party has any future or contingent liability under Clause 19 ( Fees and Expenses ), 20 ( Indemnities ) or 21 ( No Set-Off or Tax Deduction ) or any other provision of this Agreement or another Finance Document or a Master Agreement; and

19     


(d)
the Agent, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document or a Master Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of a Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or a Master Agreement or any asset covered (or previously covered) by a Security Interest created by a Finance Document.
" Security Property " means:
(a)
the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Creditor Parties and all proceeds of that Transaction Security;
(b)
all obligations expressed to be undertaken by a Borrower or a Security Party to pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Borrower, a Security Party or any other person in favour of the Security Trustee as trustee for the Creditor Parties;
(c)
the Security Trustee's interest in any turnover trust created under the Finance Documents;
(d)
any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,
except:
(i)
rights intended for the sole benefit of the Security Trustee; and
(ii)
any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.
" Security Trustee " means ING Bank N.V., acting in such capacity through its office at Bijlmerplein 888, 1102 MG, Amsterdam, The Netherlands, or any successor of it.
" Service Contracts " means each of the FSO 1 Service Contract and the FSO 2 Service Contract.
" Service Contract Rights " means, in relation to a Service Contract:
(a)
all rights and interests relating to any amount of any kind payable under the terms of that Service Contract;
(b)
all rights to have NOC take the FSO pursuant to that Service Contract or withdraw the FSO from NOC;
(c)
all rights to commence, conduct, defend or compromise or abandon any legal or arbitration proceedings relating to that Service Contract or any matter arising out of or in connection with the Service Contract; and
(d)
to the extent not included in the foregoing, the Assigned Property defined in the Service Contract Assignment for that Service Contract.
" Servicing Bank " means the Agent or the Security Trustee.

20     


" Service Contract Assignment " means, in relation an FSO, the assignment in relation to the relevant Service Contract to be executed by the Borrower owning that FSO in favour of the Security Trustee in Agreed Form and to secure the obligations of the Borrowers under this Agreement, the Master Agreements and under the Guarantee Facility.
" Shareholders " means, in relation to each Borrower, Euronav Hong Kong Limited, a company incorporated in Hong Kong, and Africa Tanker Corporation, a corporation incorporated in the Marshall Islands.
" Share Security Deed " means, in relation to a Borrower, a deed creating security over the shares of that Borrower each to be executed by the relevant Shareholders in favour of the Security Trustee in Agreed Form.
" Specified Time " means a day or time determined in accordance with Schedule 8 ( Timetables ).
"Subordinated Creditor " means each Shareholder.
" Subordinated Finance Document " means:
(a)
a Subordinated Loan Agreement; and
(b)
any other document relating to or evidencing Subordinated Liabilities.
" Subordinated Liabilities " means all indebtedness owed or expressed to be owed by either Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.
" Subordinated Loan Agreement " means:
(a)
in respect of TI Asia, a series of loan agreements, dated prior to the date of this Agreement, and made between (i) TI Asia and (ii) the Shareholders, copies of which have been provided to the Agent; and
(b)
in respect of TI Africa, a series of loan agreements, dated prior to the date of this Agreement, and made between (i) TI Africa and (ii) the Shareholders, copies of which have been provided to the Agent.
" Subordination Agreement " means a subordination agreement entered into or to be entered into by each Subordinated Creditor, each Borrower and the Agent in Agreed Form.
" Swap Bank " means a bank or financial institution listed in Part B of Schedule 1 and acting through its branch indicated in Part B of Schedule 1.
" Swap Counterparty " means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which is a party to that Designated Transaction.
" Swap Exposure " means, as at any relevant date and in relation to a Swap Counterparty, the amount certified by that Swap Counterparty to the Agent to be the aggregate net amount in Dollars which would be payable by the Borrowers to that Swap Counterparty under (and calculated in accordance with) section 6(e) (Payments on Early Termination) of the Master Agreements entered into by that Swap Counterparty with the Borrowers if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions entered into between a Borrower and that Swap Counterparty.

21     


" Term Commitment " means a Tranche A Commitment or Tranche B Commitment.
" Term Facility " means the term loan facility made available under this Agreement as described in paragraphs (a) and (b) of Clause 2.1 ( Amount of facility ).
" Term Loan " means the aggregate amount of Advances to be made available under the Term Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Term Facility.
" TI Africa " means TI Africa Limited, a company incorporated in Hong Kong whose registered office is at Room 2503-05, 25 th Floor, Harcourt House, No. 39 Gloucester Road, Wanchai, Hong Kong.
" TI Asia " means TI Asia Limited, a company incorporated in Hong Kong whose registered office is at Room 2503-05, 25 th Floor, Harcourt House, No. 39 Gloucester Road, Wanchai, Hong Kong.
" Total Commitments " means the aggregate of the Total Revolving Commitments and the Total Term Commitments, being $220,000,000 at the date of this Agreement.
" Total Loss " means, in relation to a FSO:
(a)
actual, constructive, compromised, agreed or arranged total loss of the FSO;
(b)
any expropriation, confiscation, requisition, acquisition or deprivation of the FSO, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 3 months redelivered to the full control of the Borrower owning the FSO; and
(c)
any arrest, capture, seizure or detention of the FSO (including any hijacking or theft) unless it is within 3 months redelivered to the full control of the Borrower owning the FSO.
" Total Loss Date " means, in relation to a FSO:
(a)
in the case of an actual loss of the FSO, the date on which it occurred or, if that is unknown, the date of the last communication from the FSO;
(b)
in the case of a constructive, compromised, agreed or arranged total loss of the FSO, the earliest of:
(i)
the date on which a notice of abandonment is given to the insurers; and
(ii)
the date of any compromise, arrangement or agreement made by or on behalf of the Borrower owning the FSO with the FSOs' insurers in which the insurers agree to treat the FSO as a total loss; and
(c)
in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.
" Total Revolving Commitments " means the aggregate of the Revolving Facility A Commitment or Revolving Facility B Commitment, being $110,000,000 at the date of this Agreement.

22     


" Total Term Commitments " means the aggregate of the Tranche A Commitment and Tranche B Commitment, being $110,000,000 at the date of this Agreement.
" Tranche " means Tranche A or Tranche B.
" Tranche A " means that part of the Term Loan made or to be made available to TI Asia for general corporate purposes in a principal amount not exceeding $54,000,000.
" Tranche A Commitment " means:
(a)
in relation to a Lender named in this Agreement, the amount set opposite its name under the heading "Tranche A" in Part A of Schedule 1 ( Lenders and Commitments ) and the amount of any other Tranche A Commitment transferred to it under this Agreement; and
(b)
in relation to any other Lender, the amount of any Tranche A Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
" Tranche B " means that part of the Term Loan made or to be made available to TI Africa for general corporate purposes in a principal amount not exceeding $56,000,000.
" Tranche B Commitment " means:
(a)
in relation to a Lender named in this Agreement, the amount set opposite its name under the heading "Tranche B" in Part A of Schedule 1 ( Lenders and Commitments ) and the amount of any other Tranche B Commitment transferred to it under this Agreement; and
(b)
in relation to any other Lender, the amount of any Tranche B Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
" Transaction " has the meaning given in each Master Agreement.
" Transaction Security" means the Security Interests created or evidenced or expressed to be created or evidenced under the Finance Documents.
" Transfer Certificate " has the meaning given in Clause 29.2 ( Transfer by a Lender ).
" Unpaid Sum " means any sum due and payable but unpaid by a Borrower or Security Party under the Finance Documents.
" VAT " means:
(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
" Write-down and Conversion Powers " means:

23     


(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.
1.2
Construction of certain terms
In this Agreement:
" administration notice " means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator.
" approved " means, for the purposes of Clause 13 ( Insurance ), approved in writing by the Agent.
" asset " includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.
" company " includes any partnership, joint venture and unincorporated association.
" consent " includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.
" contingent liability " means a liability which is not certain to arise and/or the amount of which remains unascertained.
" document " includes a deed; also a letter or fax.
" excess risks " means, in relation to a FSO, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the FSO in consequence of its insured value being less than the value at which the FSO is assessed for the purpose of such claims.
" expense " means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax.
" law " includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.

24     


" legal or administrative action " means any legal proceeding or arbitration and any administrative or regulatory action or investigation.
" liability " includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.
" months " shall be construed in accordance with Clause 1.3 ( Meaning of "month" ).
" obligatory insurances " means, in relation to a FSO, all insurances effected, or which the Borrower owning the FSO is obliged to effect, under Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document.
" parent company " has the meaning given in Clause 1.4 ( Meaning of "subsidiary" ).
" person " includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation.
" policy ", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.
" protection and indemnity risks " means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.
" 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.
" subsidiary " has the meaning given in Clause 1.4 ( Meaning of "subsidiary" ).
" tax " includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.
" war risks " includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls)(1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).
1.3
Meaning of "month"
A period of one or more " months " ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (" the numerically corresponding day "), but:
(a)
on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

25     


(b)
on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day,
and " month " and " monthly " shall be construed accordingly.
1.4
Meaning of "subsidiary"
A company (S) is a subsidiary of another company (P) if:
(a)
a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or
(b)
P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or
(c)
P has the direct or indirect power to appoint or remove a majority of the directors of S; or
(d)
P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P,
and any company of which S is a subsidiary is a parent company of S.
1.5
General Interpretation
In this Agreement:
(a)
references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;
(b)
references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;
(c)
words denoting the singular number shall include the plural and vice versa;
(d)
a Default is "continuing" if it has not been remedied or waived in writing; and
(e)
Clauses 1.1 ( Definitions ) to 1.5 ( General Interpretation ) apply unless the contrary intention appears.
1.6
Headings
In interpreting a Finance Document or any provision of a Finance Document, all clause, sub‑clause and other headings in that and any other Finance Document shall be entirely disregarded.
2
FACILITY
2.1
Amount of facility
Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrowers a loan facility not exceeding $220,000,000 comprised of:
(a)
Tranche A of the Term Loan in a principal amount not exceeding $54,000,000 to be provided to TI Asia;

26     


(b)
Tranche B of the Term Loan in a principal amount not exceeding $56,000,000 to be provided to TI Africa;
(c)
Revolving Facility A in a principal amount not exceeding $54,000,000 to be provided to TI Asia; and
(d)
Revolving Facility B in a principal amount not exceeding $56,000,000 to be provided to TI Africa,
in each case to be provided to the relevant Borrower for general corporate purposes but excluding refinancing any obligation for which that Borrower has issued debt instruments in the financial markets and which are normally rolled over or refinanced in the financial markets upon maturity.
2.2
Lenders' participations in Advances
Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Available Commitment in respect of the relevant Tranche or Revolving Facility bears to the relevant part of the Total Commitments.
2.3
Purpose of Advances
The Borrowers undertake with each Creditor Party to use each Advance only for the purpose stated in the preamble to this Agreement.
3
POSITION OF THE LENDERS AND SWAP BANKS
3.1
Interests several
The rights of the Lenders and of the Swap Banks under this Agreement and under the Master Agreements are several.
3.2
Individual right of action
Each Lender may, except as specifically provided in the Finance Documents and Master Agreements, separately enforce its rights under or in connection with the Finance Documents and Master Agreements.
3.3
Proceedings requiring Majority Lenders' consent
Except as provided in Clause 3.2 ( Individual right of action ), no Lender and no Swap Bank may commence proceedings against any Borrower or any Security Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.
3.4
Obligations several
The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which each is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure of a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:
(a)
the obligations of the other Lenders or Swap Banks being increased; nor
(b)
any Borrower, any Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document or under any Master Agreement;

27     


and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or a Master Agreement.
4
DRAWDOWN
4.1
Request for Advance
Subject to the following conditions, the Borrowers may request an Advance to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Amsterdam time) 3 Business Days prior to the intended Drawdown Date.
4.2
Availability
The conditions referred to in Clause 4.1 ( Request for Advance ) are that:
(a)
a Drawdown Date has to be a Business Day during the Availability Period;
(b)
both Tranches of the Term Loan shall be made available in a single Advance;
(c)
the amount of the Advance of each Tranche shall not exceed such an amount that, when aggregated with the Revolving Facility in respect of the same Ship, equals the relevant Facility Cap with the amount of the relevant Tranche and the Revolving Facility in excess of that Facility Cap to be reduced pro rata by, in the case of the Term Loan, reducing the amount of the relevant Advance and, in the case of the Revolving Facility, by the automatic cancellation of a sufficient amount of the Revolving Commitment in respect of the relevant Revolving Facility pursuant to paragraph (c) of Clause 8.5 ( Voluntary and automatic cancellation ).
(d)
the aggregate amount of the Advances in respect of a Revolving Facility shall not exceed the Total Commitments in respect of that Revolving Facility;
(e)
there shall be no more than 3 Advances of each Revolving Facility outstanding at any time; and
(f)
each Advance of a Revolving Facility shall be in the amount of $10,000,000 or an integral multiple thereof.
4.3
Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:
(a)
the amount of the Advance, the Tranche to which the Advance relates to and the Drawdown Date;
(b)
the amount of that Lender's participation in the Advance; and
(c)
the duration of the first Interest Period (and, in the case of an Advance of the Revolving Facility, the Repayment Date for the Advance).
4.4
Drawdown Notice irrevocable
A Drawdown Notice must be signed by 2 directors or by a duly authorised person on behalf of the Borrowers; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent.
4.5
Lenders to make available Contributions

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Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on that Drawdown Date under Clause (a) ( Lenders' participations in Advances ).
4.6
Disbursement of Advance
Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5 ( Lenders to make available Contributions ); and that payment to the Borrowers shall be made to the account which the Borrowers specify in the Drawdown Notice.
4.7
Disbursement of Advance to third party
The payment by the Agent under Clause 4.6 ( Disbursement of Advance ) to any third party shall constitute the making of the Advance and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender's Contribution.
5
INTEREST
5.1
Payment of normal interest
Subject to the provisions of this Agreement, interest on an Advance in respect of each Interest Period applicable to it shall be paid by the Borrowers on the last day of that Interest Period.
5.2
Normal rate of interest
Subject to the provisions of this Agreement, the rate of interest on an Advance in respect of an Interest Period applicable to it shall be the aggregate of the Margin and LIBOR for that Interest Period.
5.3
Payment of accrued interest
In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.
5.4
Notification of rates of interest
(a)
The Agent shall notify the Borrowers and each Lender of each rate of interest as soon as practicable after each is determined.
(b)
The Agent shall promptly notify the Borrowers of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
5.5
Role of Reference Banks
(a)
No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b)
No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c)
No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that

29     


Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 5.5 ( Role of Reference Banks ) subject to Clause 35.4 ( Third Party rights ) and the provisions of the Third Parties Act.
5.6
Third Party Reference Banks
A Reference Bank which is not a Party may rely on Clause 5.5 ( Role of Reference Banks ), Clause 5.13 ( Replacement of Screen Rate ) and Clause 31 ( Confidentiality of Funding Rates and Reference Bank Quotations ) subject to Clause 35.4 ( Third Party rights ) and the provisions of the Third Parties Act.
5.7
Unavailability of Screen Rate
(a)
Interpolated Screen Rate : If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(b)
Reference Bank Rate : If no Screen Rate is available for LIBOR for:
(i)
dollars; or
(ii)
the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(c)
Cost of funds : If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.10 ( Cost of funds ) shall apply to the Loan or that part of the Loan for that Interest Period.
5.8
Calculation of Reference Bank Rate
(a)
Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but any one Reference Bank does not supply a Reference Bank Quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the Reference Bank Quotations of the remaining Reference Banks.
(b)
If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.
5.9
Market disruption
If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or the relevant part of the Loan as appropriate) (the " Affected Lender ") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then the Agent shall notify the Borrower and Clause 5.10 ( Cost of funds ) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
5.10
Cost of funds

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(a)
If this Clause 5.10 ( Cost of funds ) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i)
the applicable Margin; and
(ii)
the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.
(b)
If paragraph (c) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
(c)
If this Clause 5.10 ( Cost of funds ) applies pursuant to Clause 5.9 ( Market disruption ) and:
(i)
a Lender's Funding Rate is less than LIBOR; or
(ii)
a Lender does not supply a quotation by the time specified in sub-paragraph ‎(ii) of paragraph (a) above,
the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.
5.11
Notification of market disruption
The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.9 ( Market disruption ) which have caused its notice to be given.
5.12
Suspension of drawdown
If the Agent’s notice under Clause 5.11 ( Notification of market disruption ) is served before an Advance is made the Lenders’ obligations to make or participate in that Advance (as the case may be) shall be suspended while the circumstances referred to in the Agent’s notice continue.
5.13
Replacement of Screen Rate
(a)
If the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrowers
(b)
If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within three Business Days (unless the Borrowers and the Agent agree to a longer time period in relation to any request) of that request being made:
(i)
its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii)
its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

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5.14
Negotiation of alternative rate of interest
If the Agent’s notice under Clause 5.11 ( Notification of market disruption ) is served after an Advance is made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.11 ( Notification of market disruption ) (the " Negotiation Period "), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned.
5.15
Application of agreed alternative rate of interest
Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed and shall, with the prior consent of all the Lenders, the Swap Counterparties and the Borrowers, be binding on all Parties.
5.16
Alternative rate of interest in absence of agreement
If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender and the Swap Counterparties or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders and Swap Counterparties or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the applicable Margin; and the procedure provided for by this Clause 5.16 ( Alternative rate of interest in absence of agreement ) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.
5.17
Notice of prepayment
If the Borrowers do not agree with an interest rate set by the Agent under Clause 5.16 ( Alternative rate of interest in absence of agreement ), the Borrowers may give the Agent not less than 10 Business Days’ notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.
5.18
Prepayment
A notice under Clause 5.17 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrowers' notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate plus the applicable Margin.
5.19
Application of prepayment
The provisions of Clause 8 ( Repayment, Prepayment and cancellation ) shall apply in relation to the prepayment.
6
INTEREST PERIODS
6.1
Commencement of Interest Periods

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(a)
The first Interest Period applicable to an Advance of the Term Loan shall commence on the Drawdown Date of that Advance and each subsequent Interest Period applicable to that Advance shall commence on the expiry of the preceding Interest Period applicable to it.
(b)
There shall be a single Interest Period for each Advance of a Revolving Facility, which shall be notified by the Borrower to the Agent in the Drawdown Notice for that Advance.
6.2
Duration of normal Interest Periods
Subject to Clauses 6.3 ( Duration of Interest Periods for repayment instalments ) and 6.4 ( Non-availability of matching deposits for Interest Period selected ), each Interest Period shall be:
(a)
3, 6 or 12 months as notified by the Borrowers to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period; or
(b)
3 months, if the Borrowers fail to notify the Agent by the time specified in paragraph (a) or in the Drawdown Notice for that Advance; or
(c)
such other period as the Agent may, with the authorisation of the Lenders, agree with the Borrowers.
6.3
Duration of Interest Periods for repayment instalments
In respect of an amount due to be repaid under Clause 8 ( Repayment, Prepayment and cancellation ) on a particular Repayment Date, an Interest Period shall end on that Repayment Date.
6.4
Non-availability of matching deposits for Interest Period selected
If, after the Borrowers have selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (Amsterdam time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be 3 months unless otherwise agreed by the Agent (acting with the authorisation of the Lenders) and the Borrower.
6.5
No Interest Period to extend beyond Maturity Date
No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.
6.6
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the precedent Business Day (if there is not).
7
DEFAULT INTEREST
7.1
Payment of default interest on overdue amounts
The Borrowers shall pay interest in accordance with the following provisions of this Clause 7 ( Default interest ) on any amount payable by the Borrowers under any Finance Document which

33     


the Agent, the Security Trustee or other designated payee does not receive on or before the relevant date, that is:
(a)
the date on which the Finance Documents provide that such amount is due for payment; or
(b)
if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or
(c)
if such amount has become immediately due and payable under Clause 18.4 (Acceleration of Loan ) , the date on which it became immediately due and payable.
7.2
Default rate of interest
Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:
(a)
in the case of an overdue amount of principal, the higher of the rates set out at paragraphs (a) and (b) of Clause 7.3 ( Calculation of default rate of interest ); or
(b)
in the case of any other overdue amount, the rate set out at paragraph (b) of Clause 7.3 ( Calculation of default rate of interest ).
7.3
Calculation of default rate of interest
The rates referred to in Clause 7.2 ( Default rate of interest ) are:
(a)
the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it);
(b)
the Margin plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:
(i)
LIBOR; or
(ii)
if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks) may from time to time determine.
7.4
Notification of interest periods and default rates
The Agent shall promptly notify the Lenders and the Borrowers of each interest rate determined by the Agent under Clause 7.3 ( Calculation of default rate of interest ) and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrowers are liable to pay such interest only with effect from the date of the Agent's notification.
7.5
Payment of accrued default interest

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Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.
7.6
Compounding of default interest
Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.
7.7
Application to Master Agreements
For the avoidance of doubt, this Clause 7 ( Default Interest ) does not apply to any amount payable under a Master Agreement in respect of any continuing Designated Transaction as to which section 2(e) (Default Interest; Other Amounts) of that Master Agreement shall apply.
8
REPAYMENT, PREPAYMENT AND CANCELLATION
8.1
Amount of repayment instalments
(a)
The Borrowers shall repay each Tranche of the Term Facility by quarterly instalments in the amounts specified in Schedule 2 ( Term Facility Repayment Instalments ).
(b)
Each Advance of a Revolving Facility shall be repaid in full on the Repayment Date applicable to it.
(c)
Without prejudice to the Borrower's obligation under paragraph (b) above, if:
(i)
an Advance under a Revolving Facility is to be made available:
(A)
on the same day that a maturing Advance under that Revolving Facility is due to be repaid; and
(B)
in whole or in part for the purpose of refinancing the maturing Advance under that Revolving Facility; and
(ii)
the proportion borne by each Lender's participation in the maturing Advance under that Revolving Facility to the amount of that maturing Advance under that Revolving Facility is the same as the proportion borne by that Lender's participation in the new Advance under the Revolving Facility to the amount of the new Advance under that Revolving Facility,
the amount of the new Advance under that Revolving Facility shall, unless the Borrowers notify the Facility Agent to the contrary in the relevant Drawdown Notice, be treated as if applied in or towards repayment of the maturing Advance under that Revolving Facility so that:
(A)
if the amount of the maturing Advance under that Revolving Facility exceeds the amount of the new Advance under that Revolving Facility:
(1)
the Borrowers will only be required to make a payment under Clause 15.1 ( Currency and method of payments ) in an amount equal to that excess; and
(2)
each Lender's participation in the new Advance under that Revolving Facility shall be treated as having been made available and applied by

35     


the Borrowers in or towards repayment of that Lender's participation in the maturing Advance under that Revolving Facility and that Lender will not be required to make a payment under Clause 15.1 ( Currency and method of payments ) in respect of its participation in the new Advance under that Revolving Facility; and
(B)
if the amount of the maturing Advance under a Revolving Facility is equal to or less than the amount of the new Advance under the Revolving Facility:
(1)
the Borrowers will not be required to make a payment under Clause 15.1 ( Currency and method of payments ); and
(2)
each Lender will be required to make a payment under Clause 15.1 ( Currency and method of payments ) in respect of its participation in the new Advance under that Revolving Facility only to the extent that its participation in the new Advance under that Revolving Facility exceeds that Lender's participation in the maturing Advance under that Revolving Facility and the remainder of that Lender's participation in the new Advance under that Revolving Facility shall be treated as having been made available and applied by the Borrowers in or towards repayment of that Lender's participation in the maturing Advance under that Revolving Facility.
8.2
Repayment Dates
Each instalment of the Term Facility shall be repaid on the relevant date specified in Schedule 2 ( Term Facility Repayment Instalments ).
8.3
Reduction of the Revolving Facility
(a)
The Revolving Commitments in respect of each Revolving Facility shall be reduced in instalments on each Reduction Date by an amount equal to the amount set out opposite that Reduction Date in Schedule 3 ( Reduction Amounts ).
(b)
The Borrower shall ensure that sufficient Advances under each Revolving Facility are repaid on a Reduction Date to the extent necessary so that the aggregate of the outstanding Advances under each Revolving Facility (after that repayment) is equal to or less than the reduced amount of the Revolving Commitments in respect of that Revolving Facility.
(c)
Any reduction of the Revolving Commitments in respect of a Revolving Facility in accordance with this Clause shall reduce rateably the Commitment of each Lender.
8.4
Final Repayment Date
On the Maturity Date for each Tranche and each Revolving Facility, the Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document in relation to that Tranche or Revolving Facility.
8.5
Voluntary and automatic cancellation
(a)
The Borrowers may, if they give the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel without penalty the whole or any part (being a minimum amount of $1,000,000) of an Available Facility. Any cancellation

36     


under this Clause 8.5 ( Voluntary and automatic cancellation ) shall reduce the Commitments of the Lenders rateably under that Facility or Tranche.
(b)
The unutilised Term Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on which the Advance in respect of the Term Loan is made available.
(c)
An amount of the Revolving Commitment in respect of a Revolving Facility equal to the amount required to ensure that the aggregate of the Revolving Commitment in respect of that Revolving Facility and the Advance of the Tranche relating to the same Ship does not exceed the relevant Facility Cap (by reducing the maximum amount of that Tranche and Revolving Facility pro rata) shall be automatically cancelled without penalty at close of business on the date on which the Advance of the Tranche in respect of that Ship is made available.
8.6
Voluntary prepayment
Subject to the following conditions, the Borrowers may prepay, without penalty, the whole or any part of the Loan.
8.7
Conditions for voluntary prepayment
The conditions referred to in Clause 8.6 ( Voluntary prepayment ) are that:
(a)
a partial prepayment shall be $1,000,000 or an integral multiple of $1,000,000 (or such other amount as may be agreed by the Agent);
(b)
the Agent has received from the Borrowers at least 10 Business Days prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and
(c)
the Borrowers have provided evidence satisfactory to the Agent that any consent required by any Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any official regulation relevant to this Agreement which affects any Borrower or any Security Party has been complied with.
8.8
Effect of notice of prepayment
A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice.
8.9
Notification of notice of prepayment
The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrowers under paragraph (c) of Clause 8.7 ( Conditions of voluntary prepayment ).
8.10
Mandatory prepayment on sale or Total Loss
The Borrowers shall be obliged to prepay the relevant part of the Loan and the Revolving Commitment in respect of the Revolving Facility relating to the relevant FSO shall terminate if a FSO is sold or becomes a Total Loss:
(a)
in the case of a sale, on or before the date on which the sale is completed by delivery of the FSO to the buyer; or

37     


(b)
in the case of a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.
In this Clause 8.10 ( Mandatory prepayment on sale or Total Loss ) and in Clause 8.11 ( Mandatory prepayment on termination of Service Contract ) the " relevant part " means:
(i)
if the FSO which is sold or which is a Total Loss is FSO 1 or if the FSO 1 Service Contract is terminated, the full amount of Tranche A and Revolving Facility A; and
(ii)
if the FSO which is sold or which is a Total Loss is FSO 2 or if the FSO 2 Service Contract is terminated, the full amount of Tranche B and Revolving Facility B.
Subject to paragraph of Clause 8.6 ( Voluntary prepayment ), upon prepayment of the relevant part of the Loan the relevant Borrower shall be released from its obligations under this Agreement if as a result of such prepayment the full amount of the relevant Tranche and Revolving Facility is repaid in full.
If the remaining FSO is sold or becomes a Total Loss, the Borrowers or remaining Borrower shall prepay the full amount of the Loan.
8.11
Mandatory prepayment on termination of Service Contract
(a)
The Borrowers shall be obliged to prepay the relevant part of the Loan and the Revolving Commitment in respect of the Revolving Facility relating to an FSO shall terminate if the Service Contract in relation to that FSO is terminated (including, for the avoidance of doubt, cancellation for convenience or war).
(b)
In addition, the Borrowers shall be obliged to prepay the full amount of the Loan and the Revolving Commitments shall terminate if both Service Contracts are terminated (including, for the avoidance of doubt, cancellation for convenience or war).
8.12
Mandatory prepayment on Change of Control
(a)
If there is a Change of Control, the Borrowers shall be obliged to prepay the Loan not later than 60 days following the occurrence of the Change of Control unless the Agent has approved the Change of Control (acting with the authorisation of the Majority Lenders, which authorisation shall not be unreasonably withheld or delayed and shall only be withheld if there is a valid and reasonable concern on the part of the Lenders as to the financial position of the person in control after the Change of Control or the identity of such person).
(b)
If a Change in Ultimate Beneficial Owner occurs after the date of this Agreement and (i) a Lender has not been able to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks in respect of the Ultimate Beneficial Owner under all anti-money laundering or anti-terrorism financing laws and regulations applicable to it, or (ii) the Ultimate Beneficial Owner is not acceptable to that Lender because that person is identified in the Sanctions Laws or been engaged in activities in violation of applicable law, that Lender may notify the Agent. Upon the Agent notifying the Borrowers:
(i)
the Available Commitments of that Lender will be immediately cancelled; and
(ii)
that Lender's participation in the Loan, together with all accrued interest and other amounts accrued or outstanding under the Finance Documents will be immediately due and payable.

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8.13
Amounts payable on prepayment
A prepayment shall be made together with accrued interest (and any other amount payable under Clause 20 ( Indemnities ) or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under paragraph (b) of Clause 20.1 ( Indemnities regarding borrowing and repayment of Loan ) but without premium or penalty.
8.14
Application of partial prepayment
Each partial voluntary prepayment shall be applied pro rata against each Tranche and then pro rata against the repayment instalments (including the balloon) specified in Clause 8.1 ( Amount of repayment instalments ).
8.15
Reborrowing
(a)
The Borrowers may not reborrow any part of the Term Facility which is repaid.
(b)
Unless a contrary indication appears in this Agreement, any part of a Revolving Facility which is repaid may be reborrowed in accordance with the terms of this Agreement.
8.16
Hedging and Unwinding of Designated Transactions
(a)
The Borrowers shall offer the Swap Banks the right of first refusal on competitive terms before entering into any interest rate swap or interest rate cap transactions.
(b)
The aggregate notional amount of the Designated Transaction in respect of the Master Agreements shall be at least 75 per cent. and no more than 100 per cent. of the Loan (such minimum percentage to be discussed by the Borrowers with the Lenders in good faith if the Revolving Facility is utilised).
(c)
Neither a Swap Bank nor a Borrower may amend, supplement, extend or waive the terms of any Master Agreement without the consent of the Agent.
(d)
Paragraph (c) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or any Master Agreement Assignment.
(e)
On or prior to any repayment or prepayment of the Loan under this Clause 8 ( Repayment, prepayment and cancellation ) or any other provision of this Agreement:
(i)
the Borrowers shall; or
(ii)
where the Borrowers fail to do so, the Swap Banks may, acting on the Borrowers' behalf:
wholly or partially unwind or otherwise terminate one or more of the continuing Designated Transactions so that the aggregate notional amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1 ( Amount of repayment instalments ).
(f)
Neither a Swap Bank nor any Borrower may terminate or close out any Transactions in respect of any Master Agreement (in whole or in part) except:

39     


(i)
in accordance with paragraph (e) above;
(ii)
on the occurrence of an Illegality, Tax Event, Tax Event Upon Merger or a Force Majeure Event (as such expressions are defined in the relevant Master Agreement);
(iii)
on the occurrence of any of the events described in paragraph (g) of Clause 18.1 ( Events of Default ) in relation to a Borrower;
(iv)
in the case of termination or closing out by a Swap Bank, if the Agent serves notice under paragraph (a)(ii) of Clause 18.2 ( Actions following an Event of Default );
(v)
in the case of any other termination or closing out by a Swap Bank or a Borrower, with the consent of the Agent; or
(vi)
if the Secured Liabilities (other than in respect of the Master Agreements) have been irrevocably and unconditionally paid and discharged in full;
(g)
If a Swap Bank or a Borrower terminates or closes out a Transaction in respect of a Master Agreement (in whole or in part) in accordance with paragraphs (f)(ii), (f)(iii) or (in the case of a Swap Bank only) (f)(v) above, it shall promptly notify the Agent of that termination or close out.
(h)
If a Swap Bank is entitled to terminate or close out any Transaction in respect of any Master Agreement under sub-paragraph (iv) of paragraph (f) above, such Swap Bank shall promptly terminate or close out such Transaction following a request to do so by the Security Agent.
(i)
A Swap Bank may only suspend making payments under a Transaction in respect of a Master Agreement if a Borrower is in breach of its payment obligations under any Transaction in respect of that Master Agreement.
9
CONDITIONS PRECEDENT
9.1
Documents, fees and no default
Each Lender's obligation to contribute to an Advance is subject to the following conditions precedent:
(a)
that, on or before the service of the first Drawdown Notice, the Agent receives the documents described in Part A of Schedule 5 ( Condition Precedent Documents ) in form and substance satisfactory to the Agent and its lawyers;
(b)
that, on the first Drawdown Date but prior to the making of the first Advance, the Agent receives or is satisfied that it will receive on the making of the first Advance the documents described in Schedule 5 ( Condition Precedent Documents ) in form and substance satisfactory to it and its lawyers;
(c)
that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 19.1 ( Arrangement, commitment, agency fees ), all accrued commitment fee payable pursuant to Clause 19.1 ( Arrangement, commitment, agency fees ) and the first instalment of the annual agency fee referred to in Clause 19.1 ( Arrangement, commitment, agency fees );
(d)
that both at the date of each Drawdown Notice and at each Drawdown Date:

40     


(i)
no Default has occurred and is continuing or would result from the borrowing of the Advance;
(ii)
the representations and warranties in Clause 10.1 ( General ) and those of any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii)
none of the circumstances contemplated by Clause 5.9 ( Market disruption ) has occurred and is continuing;
(iv)
no event or circumstance is outstanding which might have a Material Adverse Effect;
(v)
the Borrowers are and, following the making of the Advance shall be, in compliance with the financial covenants in Clause 12.5 ( Financial covenants ) and each Guarantor is and, following the making of the Advance shall be, in compliance with any financial covenants in the Guarantee to which it is a party; and
(e)
that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrowers at least 3 Business Days prior to the Drawdown Date.
9.2
Waiver of conditions precedent
If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 ( Document, fees and no default ) are satisfied, the Borrowers shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).
10
REPRESENTATIONS AND WARRANTIES
10.1
General
Each Borrower represents and warrants to each Creditor Party as follows.
10.2
Status
Each Borrower is a limited liability company, duly incorporated and validly existing under the laws of Hong Kong.
10.3
Share capital and ownership
Each Borrower has an issued share capital of $2.00 divided into 2 shares of $1.00 each, all of which are fully paid up and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim (including without limitation options to purchase and pre-emption rights) (except such Security Interest or other claim which has been created pursuant to the Finance Documents), as to 1 such share owned by Euronav Hong Kong Limited, a subsidiary of Euronav, and as to 1 such share owned by Africa Tanker Corporation, a subsidiary of International Seaways.
10.4
Corporate power

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Each Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
(a)
to register the FSO in its name under the Approved Flag;
(b)
to execute the Service Contract to which it is a party;
(c)
to execute the Finance Documents to which that Borrower is a party and the Master Agreements; and
(d)
to borrow under this Agreement, to enter into Designated Transactions under the Master Agreements and to make all the payments contemplated by, and to comply with, those Finance Documents to which that Borrower is a party and the Master Agreements.
10.5
Consents in force
All the consents referred to in Clause 10.4 ( Corporate power ) remain in force and nothing has occurred which makes any of them liable to revocation.
10.6
Legal validity; effective Security Interests
The Finance Documents to which each Borrower is a party and the Master Agreements, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
(a)
constitute that Borrower's legal, valid and binding obligations enforceable against that Borrower in accordance with their respective terms; and
(b)
create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate,
subject to any relevant insolvency laws affecting creditors' rights generally.
10.7
No third party Security Interests
Without limiting the generality of Clause 10.6 ( Legal validity; effective Security Interests ), at the time of the execution and delivery of each Finance Document:
(a)
each Borrower which is a party to that Finance Document will have the right to create all the Security Interests which that Finance Document purports to create; and
(b)
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.
10.8
No conflicts
The execution by each Borrower of each Finance Document to which it is a party and the Master Agreements, and the borrowing by that Borrower of the Loan, and its compliance with each Finance Document to which it is a party and each Master Agreement will not involve or lead to a contravention of:
(a)
any law or regulation; or
(b)
the constitutional documents of that Borrower; or

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(c)
any contractual or other obligation or restriction which is binding on that Borrower or any of its assets.
10.9
No withholding taxes
All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction other than FACTA Deductions, if applicable, in accordance with Clause 21.9 ( FATCA Deduction ).
10.10
No default
No Event of Default or Potential Event of Default has occurred and is continuing.
10.11
Information
All information which has been provided by or on behalf of the Borrowers or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5 ( Information provided to be accurate ); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.8 ( Form of financial statements ); and there has been no material adverse change in the financial position or state of affairs of any Borrower from that disclosed in the latest of those accounts.
10.12
No litigation
No legal or administrative action involving any Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to any Borrower's knowledge, is likely to be commenced or taken which, in either case, would be likely to have a material adverse effect on any Borrower's ability to perform its obligations under the Finance Documents.
10.13
Validity and completeness of Service Contracts
Each of the Service Contracts constitutes valid, binding and enforceable obligations of the parties thereto in accordance with its terms and:
(a)
the copy of each of the Service Contracts delivered to the Agent before the date of this Agreement is a true and complete copy; and
(b)
no amendments or additions to any of the Service Contracts have been agreed nor has any parties thereto waived any of their respective rights under such documents.
10.14
Compliance with certain undertakings
At the date of this Agreement, the Borrowers are in compliance with Clauses 11.2 (Title; negative pledge), 11.4 ( No other liabilities or obligations to be incurred ), 11.10 ( Consent ), 11.14 ( Principal place of business ), 11.22 ( Compliance with Sanctions Laws ) and 14.9 ( Compliance with laws, etc. ).
10.15
Taxes paid
Each Borrower has paid all taxes applicable to, or imposed on or in relation to that Borrower, its business or the FSO owned by it.

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10.16
ISM Code and ISPS Code compliance
All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers, the Approved Manager and the FSOs have been complied with.
10.17
No money laundering
Without prejudice to the generality of Clause 2.3 ( Purpose of Advances ), in relation to the borrowing by the Borrowers of the Loan, the performance and discharge of their obligations and liabilities under the Finance Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which a Borrower is a party, the Borrowers confirm (i) that they are acting for their own account; (ii) that they will use the proceeds of the Loan for their own benefit, under their full responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (2015/849/EC) of the European Parliament and of the Council).
10.18
No Material Adverse Effect
No event or circumstance is outstanding which might have a Material Adverse Effect.
10.19
Anti-Corruption Laws
Each Borrower has conducted its business in compliance with all applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
10.20
Sanctions
Each Sanctions Relevant Person has been and is in compliance with all Sanctions Laws and no Relevant Person:
(a)
is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or
(b)
has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws.
10.21
Insolvency
No corporate action, legal proceeding or other procedure or step described in paragraph (g) of Clause 18.1 ( Events of Default ) has been taken or, to its knowledge, threatened in relation to the Borrower which would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents.
11
GENERAL UNDERTAKINGS
11.1
General
Each Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 ( General Undertakings ) at all times during the Security Period except as the Agent

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may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld or delayed in the case of Clause 11.13 ( No amendment to Service Contracts )).
11.2
Title; negative pledge
Each Borrower will:
(a)
hold the legal title to, and own the entire beneficial interest in the FSO owned by it, its Insurances and Earnings and the Service Contract Rights in relation to that FSO, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests; and
(b)
not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future.
11.3
No disposal of assets
No Borrower will transfer, lease or otherwise dispose of:
(a)
all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or
(b)
any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.
11.4
No other liabilities or obligations to be incurred
(a)
No Borrower will incur any liability or obligation except liabilities and obligations under the Service Contracts to which it is a party and liabilities or obligations incurred in respect of Permitted Financial Indebtedness or in the ordinary course of operating and chartering the FSO owned by it.
(b)
The Borrowers will not incur any Financial Indebtedness except for Permitted Financial Indebtedness.
11.5
Information provided to be accurate
All financial and other information which is provided in writing by or on behalf of a Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.
11.6
Provision of financial statements
Each Borrower will send to the Agent:
(a)
as soon as possible, but in no event later than 180 days after the end of each financial year of that Borrower, the audited accounts of that Borrower;
(b)
as soon as possible, but in no event later than 60 days after the end of each financial year of that Borrower, a budget in the form attached as Schedule 10 which shows all anticipated income and expenditure of the FSO owned by it during the next financial year of that Borrower; and

45     


(c)
the Borrowers shall also use best commercial efforts to procure that the Agent is sent as soon as possible, but in no event later than 180 days after the end of each financial year of NOC, the audited accounts of NOC.
11.7
Compliance Certificate
(a)
Each Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant paragraph (a) of Clause 11.6 ( Provision of financial statements ) in relation to it, a Compliance Certificate.
(b)
Each Compliance Certificate shall be signed by two directors of the relevant Borrower.
(c)
Together with each Compliance Certificate, the Borrower providing that Compliance Certificate shall, at the Borrowers cost, provide the Facility Agent with a valuation of the FSOs, from an Approved Valuer, to enable the Facility Agent to determine the Market Value of the FSOs on the date of that Compliance Certificate.
11.8
Form of financial statements
All accounts (audited and unaudited) delivered under paragraph (a) of Clause 11.6 ( Provision of financial statements ) will:
(a)
be prepared in accordance with all applicable laws and IFRS consistently applied;
(b)
give a true and fair view of the state of affairs of the relevant Borrower at the date of those accounts and of its profit for the period to which those accounts relate; and
(c)
fully disclose or provide for all significant liabilities of the relevant Borrower.
11.9
Creditor notices
Each Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to that Borrower's creditors or any class of them.
11.10
Consents
Each Borrower will maintain in force and promptly obtain or renew, and, if so requested, will promptly send certified copies to the Agent of, all consents required:
(a)
for that Borrower to perform its obligations under the Service Contract, any Finance Document to which it is a party and any Master Agreement;
(b)
for the validity or enforceability of the Service Contract and any Finance Document to which it is a party and any Master Agreement;
(c)
for that Borrower to continue to own and operate the FSO owned by it,
and that Borrower will comply with the terms of all such consents.
11.11
Maintenance of Security Interests
Each Borrower will:
(a)
at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

46     


(b)
without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
11.12
Notification of litigation
Each Borrower will provide the Agent with details of any legal or administrative action involving that Borrower, any Security Party, the Approved Manager or the FSO owned by it, the Earnings, the Insurances, the Service Contracts or the Project as soon as such action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.
11.13
No amendment to Service Contracts
No Borrower will agree to any material amendment or supplement to, or waive or fail to enforce, the Service Contract to which it is a party or any of its provisions.
11.14
Principal place of business
Each Borrower will maintain its place of business, and keep its corporate documents and records, at either its registered address or the address of its parent; and no Borrower will establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than its place of incorporation.
11.15
Confirmation of no default
Each Borrower will, within 5 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by 2 directors of that Borrower and which:
(a)
states that no Event of Default or Potential Event of Default has occurred and is continuing; or
(b)
states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.
The Agent may serve requests under this Clause 11.15 ( Confirmation of no default ) from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or (if no Advances have been made) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 11.15 ( Confirmation of no default ) does not affect the Borrowers' obligations under Clause 11.16 ( Notification of default ).
11.16
Notification of default
Each Borrower will notify the Agent as soon as that Borrower becomes aware of the occurrence of a Default and will keep the Agent fully up‑to‑date with all developments.
11.17
Provision of further information
Each Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating:
(a)
to that Borrower, the FSO owned by it, the Earnings or the Insurances; or

47     


(b)
to the Service Contracts and any action by NOC under or on connection with the Service Contracts; or
(c)
to any other matter relevant to, or to any provision of, a Finance Document or the Project,
which may be reasonably requested by the Agent, the Security Trustee or any Lender at any time.
11.18
"Know your customer" checks
(a)
If:
(i)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii)
any change in the status of a Borrower or any Security Party (or of a holding company of any of them) or the composition of the shareholders of a Borrower or any Security Party (or of a holding company of any of them) or any person becomes the owner of 25 per cent. or more of the issued share capital of a Borrower or any Security Party (or of a holding company of any of them) after the date of this Agreement; or
(iii)
a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer; or
(iv)
any anti-money laundering or anti-terrorism financing laws and regulations applicable to the Agent or any Lender,
obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(b)
Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(c)
The Borrowers shall, promptly upon becoming aware of any Change in Ultimate Beneficial Owner, the name of the Ultimate Beneficial Owner and such documentation and other evidence as is reasonably requested by the Agent, the Security Trustee or any Lender in order for the Agent, the Security Trustee or such Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the Ultimate Beneficial Owner.
11.19
No amendment to Master Agreements

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The Borrowers will not agree to any amendment or supplement to, or waive or fail to enforce, any Master Agreement or any of its provisions.
11.20
Taxation
Each Borrower shall pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
(a)
such payment is being contested in good faith;
(b)
adequate reserves are maintained for those taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Agent under Clause 11.6 ( Provision of financial statements ); and
(c)
such payment can be lawfully withheld and failure to pay those taxes does not have or is not reasonably likely to have a Material Adverse Effect.
11.21
Material Adverse Effect
The Borrowers shall promptly give the Agent notice of any event or circumstance which occurs which has or is reasonably likely to have a Material Adverse Effect and of which a Borrower has knowledge.
11.22
Compliance with Sanctions Laws
The Borrower shall:
(a)
ensure that neither it, nor any Guarantor nor any of their respective subsidiaries is or will become a Restricted Party;
(b)
use reasonable endeavours to procure that no director, officer, employee, agent or representative of it or any Guarantor or any of their respective subsidiaries is or will become a Restricted Party; and
(c)
procure that no proceeds of any Tranche shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner for a purpose prohibited by Sanctions Laws.
12
CORPORATE UNDERTAKINGS
12.1
General
Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 ( Corporate Undertakings ) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
12.2
Maintenance of status
Each Borrower will maintain its separate corporate existence as a limited liability company, duly incorporated and validly existing under the laws of Hong Kong.
12.3
Negative undertakings
No Borrower will:

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(a)
carry on any business other than the ownership, chartering and operation of the FSO owned by it; or
(b)
pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital Provided that the Borrowers may pay a dividend or make a distribution subject to the following conditions:
(i)
the Borrowers are in compliance with the covenants and undertakings in this Agreement and no Event of Default has occurred and is continuing or would result from the payment of such dividend;
(ii)
no force majeure event has occurred and is continuing under a Service Contract with no force majeure rates payable under a Service Contract;
(iii)
the rate payable under a Service Contract has not remained unpaid for a consecutive period of 30 days or more;
(iv)
neither FSO has been off hire under the relevant Service Contract for 30 days or more in any 90 day period (disregarding any off hire permissible under the relevant Service Contract for scheduled maintenance provided no Default has occurred and is continuing);
(v)
no Dividend Lock-Up Event has occurred;
except that so long as no Default has occurred and is continuing or would result from the payment thereof, the Borrowers may pay dividends free of the conditions set forth in subparagraphs (i) to (v) if such dividends are paid to the Shareholders solely out of proceeds received pursuant to refunded retention taxes withheld by Maersk Oil Qatar under the laws of Qatar under service contracts between the Borrowers and Maersk Oil Qatar concluded prior to the date of this Agreement.
(c)
repay any Subordinated Liabilities other than in accordance with the Subordination Agreements;
(d)
provide any form of credit or financial assistance to:
(i)
a person who is directly or indirectly interested in that Borrower's share or loan capital; or
(ii)
any company in or with which such a person is directly or indirectly interested or connected,
or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length;
(e)
other than share issuances to Shareholders in accordance with the terms of the Finance Documents and debt securities issued to a Shareholder and subject to subordination provisions acceptable to the Agent acting on the instructions of the Majority Lenders, issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital except as otherwise permitted hereunder;
(f)
acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks with a minimum Standard and Poor's rating of AA-, or enter into any transaction in a derivative other than Designated Transactions; or

50     


(g)
enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.
12.4
Transfer of ownership
Each Borrower shall procure that there is no change of direct ownership of any of its share capital without the consent of the Agent, acting with the authorisation of the Lenders, such authorisation not to be withheld where:
(a)
the transfer of ownership is to Euronav, International Seaways or a subsidiary of either of them; and
(b)
the new shareholder has executed and delivered to the Agent a deed creating security over the shares of the relevant Borrower in favour of the Security Trustee in Agreed Form and each document required to be delivered by it.
12.5
Financial Covenants
(a)
Each Borrower will ensure that its financial position shall at all times during the Security Period be such that the Debt Service Cover Ratio in respect of it shall be equal or greater than 1.1x, such ratio to be tested on the last day of each financial quarter of each of the relevant Borrower's financial years.
(b)
For the purposes of this Clause 12.5 ( Financial covenants ):
" EBITDA " means, at any date of determination under this Agreement, the operating profit of the relevant Borrower, on ordinary activities for the relevant financial period determined on a consolidated basis in accordance with the accounting principles applied in preparation of the latest accounts:
(i)
plus, to the extent deducted in computing such operating profit of that Borrower's the sum, without duplication, of depreciation, depletion, amortisation of intangibles, income taxes and other non-cash charges or non-cash losses (including non-cash transaction expenses and amortisation of debt discounts);
(ii)
minus, to the extent added in computing such operating profit of that Borrower's, any interest income, non-cash income or non-cash gains,
all as determined in accordance with IFRS.
12.6
Notification of Sanctions
Each Borrower shall:
(a)
supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of that Borrower), as well as information on what steps are being taken with regards to answering or opposing the same;
(b)
inform the Agent promptly upon becoming aware that any of (a) that Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of that Borrower), has become or is likely to become a Restricted Party.

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13
INSURANCE
13.1
General
Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 13 ( Insurance ) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
13.2
Maintenance of obligatory insurances
Each Borrower shall keep the FSO owned by it insured at the expense of that Borrower against:
(a)
fire and usual marine risks (including hull and machinery and excess risks);
(b)
war risks;
(c)
protection and indemnity risks; and
13.3
Terms of obligatory insurances
Each Borrower shall effect such insurances:
(a)
in Dollars;
(b)
in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances of the other FSO 125 per cent. of the Total Commitments and (ii) the market value of the FSO owned by it;
(c)
in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;
(d)
in relation to protection and indemnity risks in respect of the full tonnage of the FSO owned by it;
(e)
on approved terms;
(f)
through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations (the following insurance brokers being pre-approved: JLT Belgibo, of De Gerlachekaai 20, 2000 Antwerp, Belgium and Proteus RS NV, of Suikerrui 5, 2000 Antwerp, Belgium); and
(g)
so as to comply with the requirements of the Service Contract for the FSO.
13.4
Further protections for the Creditor Parties
In addition to the terms set out in Clause 13.3 ( Terms of obligatory insurances ), each Borrower shall procure that the obligatory insurances shall:
(a)
in relation to the obligatory insurances for hire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby

52     


being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(b)
name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;
(c)
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set‑off, counterclaim or deductions or condition whatsoever;
(d)
provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and
(e)
provide that the Security Trustee may make proof of loss if the Borrowers fail to do so.
13.5
Renewals
The Borrowers shall ensure that:
(a)
before the expiry of any obligatory insurance, that obligatory insurance is renewed; and
(b)
promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.
If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrowers shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed.
13.6
Letters of undertaking
In relation to all obligatory insurances effected from time to time under Clause 13.2 ( Maintenance of obligatory insurances ), the Borrowers shall ensure that all brokers and any protection and indemnity or war risks associations in which a FSO is entered, in each case being approved by the Security Trustee, provide the Security Trustee with letters of undertaking:
(a)
in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member;
(b)
in the case of a protection and indemnity or war risks association, in its standard form.
If any of the obligatory insurances referred to in paragraph (a) and/or (b) of Clause 13.2 ( Maintenance of obligatory insurances ) form part of a fleet cover, the Borrowers will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 ( Letters of undertaking ) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant FSO any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances.
13.7
Copies of certificates of entry
Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the FSO owned by it is entered provides the Security Trustee with:

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(a)
a certified copy of the certificate of entry for that FSO; and
(b)
a letter or letters of undertaking in such form as may be required by the Security Trustee.
13.8
Deposit of original policies
Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the approved brokers through which the insurances are effected or renewed.
13.9
Payment of premiums
Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Security Trustee.
13.10
Guarantees
Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.
13.11
Compliance with terms of insurances
No Borrower shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:
(a)
each Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;
(b)
no Borrower shall make any changes relating to the classification or classification society or manager or operator of the FSO owned by it approved by the underwriters of the obligatory insurances Provided that a Borrower may change the classification society of the FSO owned by it subject to the prior written consent of the Agent acting with the authorisation of the Majority Lenders (such consent not to be unreasonably withheld or delayed) and Provided that no consent of the Agent shall be required if the change of manager or operator result in Euronav or International Seaways or any of their Affiliates becoming the manager or operator of both FSOs; and
(c)
no Borrower shall employ the FSO owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
13.12
Alteration to terms of insurances
The Borrowers shall procure that:
(a)
no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and

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(b)
all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part.
13.13
Settlement of claims
No Borrower shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
13.14
Provision of copies of communications
Promptly after a request of the Agent (acting reasonably), each Borrower shall provide the Security Trustee, at the time of each such communication, copies of all written communications between that Borrower and:
(a)
the approved brokers;
(b)
the approved protection and indemnity and/or war risks associations; and
(c)
the approved insurance companies and/or underwriters, which relate directly or indirectly to:
(i)
that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
(ii)
any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.
13.15
Provision of information
Each Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:
(a)
obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)
effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 ( Mortgagee's interest and additional perils insurances ) or dealing with or considering any matters relating to any such insurances,
and the Borrowers shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).
13.16
Mortgagee's interest and additional perils insurances
The Security Trustee shall maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's interest marine insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrowers shall upon demand fully indemnify the Agent or Security Trustee (as the case

55     


may be) in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.
Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrowers of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected. If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrowers can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrowers.
14
FSO COVENANTS
14.1
General
Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 ( FSO Covenants ) at all times during the Security Period except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit (such permission not to be unreasonably withheld or delayed in the case of Clause 14.14 ( Sharing of Earnings )).
14.2
FSO's name and registration
Each Borrower shall keep the FSO owned by it registered in its name under the Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the FSO during its period of ownership by that Borrower.
14.3
Repair and classification
Each Borrower shall keep the FSO owned by it in a good and safe condition and state of repair:
(a)
consistent with first-class ship ownership and management practice;
(b)
so as to maintain that FSO's class as referred to in the relevant Service Contract (namely segregated ballast tanks Floating, Storage and Offloading Facility with class notation +A1 (SBT) (FSO) (DH) (S)20 with America Bureau of Shipping, Lloyd's Register, Bureau Veritas or Det Norske Veritas) free of overdue recommendations and conditions affecting that FSO's class; and
(c)
so as to comply with all laws and regulations applicable to vessels registered at ports in the Approved Flag or to vessels operating or trading to any jurisdiction to which that FSO may trade from time to time, including but not limited to the ISM Code and the ISPS Code.
14.4
Modification
Neither Borrower shall make any modification or repairs to, or replacement of, any FSO or equipment installed on it which would or might materially alter the structure, type or performance

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characteristics of that FSO or materially reduce its value unless so requested by NOC in accordance with the terms of the Service Contracts.
14.5
Removal of parts
Unless so requested by NOC in accordance with the terms of the Service Contracts, no Borrower shall remove any material part of any FSO, or any item of equipment installed on, any FSO unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the relevant FSO the property of the relevant Borrower and subject to the security constituted by the relevant Mortgage Provided that a Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the FSO owned by it.
14.6
Surveys
Each Borrower shall submit the FSO owned by it regularly to all periodical or other surveys which may be required for classification purposes and shall comply with all conditions and recommendations affecting that FSO's class of the relevant classification society in accordance with their terms unless waived.
14.7
Inspection
Each Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose, at the Borrowers' expense once a year and after reasonable notice to the Borrowers) to board the FSO owned by it at all reasonable times to inspect its condition (without interfering with that FSO's operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.
14.8
Prevention of and release from arrest
Each Borrower shall promptly discharge:
(a)
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the FSO owned by it, the Earnings or the Insurances;
(b)
all taxes, dues and other amounts charged in respect of the FSO owned by it, the Earnings or the Insurances; and
(c)
all other outgoings whatsoever in respect of the FSO owned by it, the Earnings or the Insurances,
and, forthwith upon receiving notice of the arrest of the FSO owned by it, or of its detention in exercise or purported exercise of any lien or claim, that Borrower shall procure its release by providing bail or otherwise as the circumstances may require.
14.9
Compliance with laws etc
Each Borrower shall:
(a)
comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and all other laws or regulations relating to the FSO owned by it, its ownership, operation and management or to the business of that Borrower;

57     


(b)
not employ the FSO owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws; and
(c)
in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit the FSO owned by it to enter or trade to any zone which is declared a war zone by any government or by the FSOs war risks insurers unless that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Trustee may require.
14.10
Provision of information
Each Borrower shall promptly provide the Security Trustee with any information which it reasonably requests regarding:
(a)
the FSO owned by it, its employment, position and engagements;
(b)
the Earnings and payments and amounts due to the master and crew of the FSO owned by it;
(c)
any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the FSO owned by it and any payments made in respect of that FSO;
(d)
any towages and salvages; and
(e)
its compliance, the Approved Manager's compliance and the compliance of the FSO owned by it with the ISM Code and the ISPS Code,
and, upon the Security Trustee's request, provide copies of any current charter relating to the FSO owned by it, of any current charter guarantee and copies of the Borrower's or the Approved Manager's Document of Compliance.
14.11
Notification of certain events
Each Borrower shall immediately notify the Security Trustee by fax, confirmed forthwith by letter, of:
(a)
any casualty which is or is likely to be or to become a Major Casualty;
(b)
any occurrence as a result of which the FSO owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c)
any outstanding or overdue requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;
(d)
any arrest or detention of the FSO owned by it, any exercise or purported exercise of any lien on that FSO or its Earnings or any requisition of that FSO for hire;
(e)
any intended dry docking of the FSO owned by it other than a routine drydocking;
(f)
any Environmental Claim made against that Borrower or in connection with the FSO owned by it, or any Environmental Incident;
(g)
any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, the Approved Manager or otherwise in connection with the FSO owned by it; or

58     


(h)
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
and that Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Borrower's, the Approved Manager's or any other person's response to any of those events or matters.
14.12
Restrictions on chartering, appointment of managers etc
(a)
No Borrower shall, in relation to the FSO owned by it:
(i)
let that FSO on demise charter for any period;
(ii)
enter into any charter in relation to that FSO under which more than 2 months' hire (or the equivalent) is payable in advance;
(iii)
charter that FSO otherwise than on bona fide arm's length terms at the time when that FSO is fixed;
(iv)
subject to paragraph (b), appoint a manager of that FSO other than the Approved Manager or agree to any alteration to the terms of the Approved Manager's appointment;
(v)
de-activate or lay up that FSO other than as permitted pursuant to the Service Contract for that FSO; or
(vi)
put that FSO into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed the amount specified for a Major Casualty (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that FSO or its Earnings for the cost of such work or for any other reason.
(b)
A Borrower may appoint International Seaways or an Affiliate of it as a manager of an FSO provided that:
(i)
such appointment is on the same terms as then applicable or on other terms reasonably acceptable to the Agent (acting on the instructions of the Majority Lenders); and
(ii)
the relevant person has provided the Agent with a letter of undertaking executed by it in favour of the Agent in the terms required by the Agent agreeing certain matters in relation to the management of the FSO and subordinating the rights of it against the relevant Borrower to the rights of the Creditor Parties under the Finance Documents.
14.13
Notice of Mortgage
Each Borrower shall keep the relevant Mortgage registered against the FSO owned by it as a valid first preferred or priority mortgage (as the case may be), carry on board that FSO a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that FSO a framed printed notice stating that that FSO is mortgaged by that Borrower to the Security Trustee.
14.14
Sharing of Earnings

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No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings. For the avoidance of doubt, any sharing of Earnings as between the Borrowers to repay the Loan shall not be prohibited by this Clause 14.14 ( Sharing of Earnings ).
14.15
ISPS Code
Each Borrower shall comply with the ISPS Code and in particular, without limitation, shall:
(a)
procure that the FSO owned by that Borrower and the company responsible for that FSO's compliance with the ISPS Code comply with the ISPS Code; and
(b)
maintain for that FSO an ISSC; and
(c)
notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
14.16
Certain investments by the Borrowers
Neither Borrower shall make any investment other than:
(a)
an investment made in accordance with Clause 14.3 ( Repair and classification ), 14.4 ( Modification ), or otherwise expressly permitted by the Finance Documents, the Finance Documents (as defined in the Guarantee Facility) or the Master Agreements; or
(b)
an investment made with the prior written consent of the Majority Lenders.
15
PAYMENTS AND CALCULATIONS
15.1
Currency and method of payments
All payments to be made by the Lenders or by any Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:
(a)
by not later than 1.00 p.m. (Amsterdam time) on the due date;
(b)
in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);
(c)
in the case of an amount payable by a Lender to the Agent or by any Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrowers and the other Creditor Parties; and
(d)
in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other Creditor Parties.
15.2
Payment on non-Business Day
If any payment by any Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:
(a)
the due date shall be extended to the next succeeding Business Day; or

60     


(b)
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day,
and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.
15.3
Basis for calculation of periodic payments
All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
15.4
Distribution of payments to Creditor Parties
Subject to Clauses 15.5 ( Permitted deductions by Agent ), 15.6 ( Agent only obliged to pay when monies received ) and 15.7 ( Refund to Agent of monies not received ):
(a)
any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and
(b)
amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.
15.5
Permitted deductions by Agent
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.
15.6
Agent only obliged to pay when monies received
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to any Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to that Borrower or that Lender until the Agent has satisfied itself that it has received that sum.
15.7
Refund to Agent of monies not received
If and to the extent that the Agent makes available a sum to a Borrower or a Lender, without first having received that sum, that Borrower or (as the case may be) the Lender concerned shall, on demand:
(a)
refund the sum in full to the Agent; and
(b)
pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.

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15.8
Agent may assume receipt
Clause 15.7 ( Refund to Agent of monies not received ) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.
15.9
Creditor Party accounts
Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.
15.10
Agent's memorandum account
The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.
15.11
Accounts prima facie evidence
If any accounts maintained under Clauses 15.9 ( Creditor Party account ) and 15.10 ( Agent's memorandum account ) show an amount to be owing by a Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.
16
APPLICATION OF RECEIPTS
16.1
Normal order of application
Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:
(a)
FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions:
(i)
first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20 ( Indemnities ), 21 ( No set-off or tax deduction ) and 26 ( Illegality, etc ) of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document or in any Master Agreement);
(ii)
secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression “"interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2 ( Obligations ) of any Master Agreement but shall have failed to pay or deliver to the relevant Swap Counterparty at the time of application or distribution under this Clause 16 ( Application of receipts ); and
(iii)
thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination

62     


Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder);
(b)
SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of paragraph (a) of Clause 16.1 ( Normal order of application ); and
(c)
THIRDLY: any surplus shall be paid to the Borrower or to any other person who has the legal right to receive such amounts that supersedes the Borrower’s rights to receive such amounts (but, with any excess thereof being paid to the Borrower).
16.2
Variation of order of application
The Agent may, with the authorisation of the Lenders, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 16.1 ( Normal order of application ) either as regards a specified sum or sums or as regards sums in a specified category or categories.
16.3
Notice of variation of order of application
The Agent may give notices under Clause 16.2 ( Variation of order of application ) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
16.4
Appropriation rights overridden
This Clause 16 ( Application of Receipts ) and any notice which the Agent gives under Clause 16.2 ( Variation of order of application ) shall override any right of appropriation possessed, and any appropriation made, by any Borrower or any Security Party.
17
APPLICATION OF EARNINGS
17.1
Payment of Earnings
Each Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignment), all the Earnings of the FSO owned by it are paid to the Earnings Account for that FSO. The daily rate paid by NOC under each Service Contract (after operating expenses, overhead and taxes) shall be held in the Earnings Account for the relevant FSO for the Borrowers to make the payments of principal and interest due under this Agreement and the balance of the Earnings in excess of the amounts necessary for such payments shall be available to the Borrowers unless an Event of Default has occurred and is continuing.
17.2
Location of accounts
Each Borrower shall promptly:
(a)
comply with any requirement of the Agent as to the location or re‑location of the Earnings Accounts (or either of them); and

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(b)
execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts.
17.3
Debits for expenses etc
Upon the occurrence of an Event of Default which is continuing, the Agent shall be entitled (but not obliged) from time to time to debit any Earnings Account with prior or contemporaneous notice in order to discharge any amount due and payable under Clause 19 ( Fees and Expenses ) or 20 ( Indemnities ) to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 19 ( Fees and Expenses ) or 20 ( Indemnities ).
18
EVENTS OF DEFAULT
18.1
Events of Default
An Event of Default occurs if:
(a)
any Borrower or any Security Party fails to pay on the due date any sum payable under a Finance Document or under any document relating to a Finance Document unless:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
(ii)
payment is made within 3 Business Days of its due date.
(b)
any breach occurs of Clause 9.2 ( Waiver of conditions precedent ), 11.2 ( Title; negative pledge ), 11.3 ( No disposal of assets ), 11.22 ( Compliance with Sanctions Laws ), 12.2 ( Maintenance of status ) or 12.3 ( Negative undertakings ); or
(c)
any breach by any Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 15 Business Days after written notice from the Agent requesting action to remedy the same; or
(d)
(subject to any applicable grace period specified in the Finance Document) any breach by any Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or
(e)
any representation, warranty or statement made or repeated by, or by an officer of, a Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made or repeated ; or
(f)
any of the following occurs in relation to any Financial Indebtedness of a Relevant Person in the case of each Borrower, any sum, in the case of each Shareholder, a sum of or sums aggregating $10,000,000 or more and in the case of each Guarantor in respect of a sum of or sums aggregating $25,000,000 or more (or, in each case, the equivalent in another currency)):
(i)
any Financial Indebtedness of a Relevant Person is not paid when due; or

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(ii)
any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or
(iii)
a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or
(iv)
any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or
(v)
any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable,
provided that , where an event described in paragraphs (i) to (v) has occurred only in respect of one Guarantor:
(A)
no Event of Default shall occur under this paragraph (f) if the other Guarantor has delivered to the Agent a guarantee of all of the Secured Liabilities duly executed by it in favour of the Security Trustee in Agreed Form; and
(B)
no Event of Default shall occur unless the Agent has notified the Borrowers of its occurrence prior to the other Guarantor providing such a guarantee;
and provided further that , where an event described in paragraphs (i) to (v) has occurred for any of the Shareholders or the Guarantors, the Agent (acting with the authorisation of the Lenders) has served a notice on the Borrowers declaring such event to be an Event of Default under this Agreement; or
(g)
any of the following occurs in relation to a Relevant Person:
(i)
a Relevant Person becomes unable to pay its debts as they fall due; or
(ii)
any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of any sum in the case of a Borrower or in respect of a sum of, or sums aggregating, $10,000,000 or more in the case of a Shareholder or $25,000,000 or more in the case of a Guarantor or, in each case, the equivalent in another currency; or
(iii)
any administrative or other receiver is appointed over any asset of a Relevant Person; or
(iv)
an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or
(v)
any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or

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(vi)
a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or
(vii)
a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrowers or the Guarantors which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or
(viii)
an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or
(ix)
a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or
(x)
any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or
(xi)
in a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing;

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provided that , where an event described in subparagraph (ii) has occurred for any of the Shareholders or the Guarantors, the Agent (acting with the authorisation of the Lenders) has served a notice on the Borrowers declaring such event to be an Event of Default under this Agreement; or
(h)
any Borrower ceases or suspends carrying on its business or a part of its business which is material in the context of this Agreement; or
(i)
it becomes unlawful in any Pertinent Jurisdiction or impossible:
(i)
for any Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other material obligation under a Finance Document; or
(ii)
for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or
(j)
any official consent necessary to enable any Borrower to own, operate or charter the FSO owned by it or to enable any Borrower or any Security Party to comply with any provision which the Majority Lenders acting reasonably consider material of a Finance Document or Service Contracts is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled,
PROVIDED THAT, that Borrower shall have 30 days to obtain any such official consent as long as the lack of such consent does not have a material adverse effect on the FSO’s ability to continue to perform the Service Contract and the Borrowers and Security Parties shall have 30 days to obtain any consent necessary to comply with any provision the Majority Lenders acting reasonably consider material of a Finance Document.
(k)
it appears to the Majority Lenders that, without their prior consent, a change has occurred after the date of this Agreement in the direct ownership of any of the shares in any Borrower Provided that this shall not apply (i) if there is an intra-group change of ownership of any Borrower if the Guarantors each continue to be the direct or indirect owners of 50 per cent. of the shares in that Borrower and the Guarantees remain in full force and effect or (ii) if it is a transfer in accordance with Clause 12.4 ( Transfer of ownership ); or
(l)
any provision which the Majority Lenders acting reasonably consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or
(m)
the security constituted by a Finance Document is in any way materially imperilled or materially placed in jeopardy; or
(n)
any event of default occurs and is continuing under the Guarantee Facility; or
(o)
any Event of Default (as defined in section 14 of a Master Agreement) occurs and is continuing; or
(p)
NOC fails to pay any sum payable under a Service Contract within 60 days (on which banks are open in London and New York City) of its due date; or

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(q)
any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect occurs, Provided that no Event of Default will occur under this paragraph (q) if such events or circumstances are capable of remedy and are remedied within 30 days of the Agent giving notice to the Borrowers of their occurrence.
18.2
Actions following an Event of Default
On, or at any time after, the occurrence of an Event of Default and which it is continuing:
(a)
the Agent may, and if so instructed by the Majority Lenders, the Agent shall:
(i)
serve on the Borrowers a notice stating that the Commitments and all other obligations of each Lender to the Borrowers under this Agreement are cancelled; and/or
(ii)
serve on the Borrowers a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or
(iii)
take any other action which, as a result of the Event of Default having occurred and continuing or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law; and/or
(b)
the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default having occurred and continuing or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law.
18.3
Termination of Commitments
On the service of a notice under paragraph (a)(i) of Clause 18.2 ( Actions following an Event of Default ), the Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall be cancelled.
18.4
Acceleration of Loan
On the service of a notice under paragraph (a)(ii) of Clause 18.2 ( Actions following an Event of Default ), the Loan, all accrued interest and all other amounts accrued or owing from the Borrowers or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.
18.5
Multiple notices; action without notice
The Agent may serve notices under paragraph (a)(i) or (ii) of Clause 18.2 ( Actions following an Event of Default ) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 18.2 ( Actions following an Event of Default ) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.
18.6
Notification of Creditor Parties and Security Parties
The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under Clause 18.2 ( Actions following an Event of Default ); but the notice shall become effective when it is served on the Borrowers,

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and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide any Borrower or any Security Party with any form of claim or defence.
18.7
Creditor Parties' rights unimpaired
Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or Swap Counterparties under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 ( Interests several ).
18.8
Exclusion of Creditor Party liability
No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to a Borrower or a Security Party:
(a)
for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or
(b)
as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,
except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been caused by the gross negligence, dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.
In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and each Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.
18.9
Relevant Persons
In this Clause 18 ( Events of Default ), a " Relevant Person " means the Borrowers, the Guarantors and the Shareholders.
18.10
Guarantor default
If there is an Event of Default in relation to only 1 Guarantor the other Guarantor may with the agreement of all of the Lenders remedy such default by providing the Lenders with a guarantee in respect of the full amount of all the obligations of the Borrowers under this Agreement and the other Finance Documents within 30 days of such default.
18.11
Interpretation
In paragraph (f) of Clause 18.1 ( Events of Default ) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in paragraph (g) of Clause 18.1 ( Events of Default ) "petition" includes an application.
18.12
Position of Swap Counterparties

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Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 18 ( Events of Default ), to have any regard to the requirements of a Swap Counterparty except to the extent that such Swap Counterparty is also a Lender.
In addition, the Swap Counterparties agree that if an Event of Default or Potential Event of Default occurs and is continuing any payments due to the Swap Counterparties on an unwinding of the Master Agreements shall not be paid until the loan has first been repaid.
19
FEES AND EXPENSES
19.1
Arrangement, commitment, agency fees
The Borrowers shall pay to the Agent:
(a)
on the date of this Agreement, an arrangement fee of an amount agreed in a Fee Letter, for distribution among the Lenders in accordance with that Fee Letter;
(b)
quarterly in arrears during the period from (and including) the date of this Agreement to the end of the Availability Period and on the last day of that period for the account of the Lenders, a commitment fee at the rate of 35 per cent of the Margin per annum on the amount of the Total Commitments less the amount of the Loan, for distribution among the Lenders pro rata to their Commitments; and
(c)
on the date of this Agreement and on each anniversary thereof during the Security Period, an annual agency fee of an amount agreed in a Fee Letter, such agency fee to be payable to the Agent in accordance with that Fee Letter for its own account.
19.2
Costs of negotiation, preparation etc
The Borrowers shall pay to the Agent on its demand the amount of all expenses reasonably incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.
19.3
Costs of variations, amendments, enforcement etc
The Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with (and which shall be reasonably incurred in the case of sub-clause (a), (b) and (c):
(a)
any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;
(b)
any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;
(c)
the valuation of any security provided or offered under Clause 15 ( Payments and Calculations ) or any other matter relating to such security; or
(d)
any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

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(e)
There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.
19.4
Documentary taxes
The Borrowers shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax.
19.5
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 19 ( Fees and Expenses ) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
20
INDEMNITIES
20.1
Indemnities regarding borrowing and repayment of Loan
The Borrowers shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:
(a)
an Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;
(b)
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;
(c)
any failure (for whatever reason) by the Borrowers to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrowers on the amount concerned under Clause 7 ( Default interest )); and
(d)
the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 18 ( Events of Default ),
and in respect of any tax (other than (i) tax on its overall net income in its jurisdiction of incorporation, the jurisdiction in which it is resident for tax purposes, or the jurisdiction in which its Facility Office is located or (ii) a FATCA Deduction made in accordance with Clause 21.9 ( FATCA Deduction )) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.
20.2
Breakage costs
Without limiting its generality, Clause 20.1 ( Indemnities regarding borrowing and repayment of Loan ) covers any claim, expense, liability or loss incurred by a Lender:

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(a)
in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and
(b)
in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under this Agreement which is attributable to this Agreement of the amount of the liabilities, expenses or losses incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one.
20.3
Miscellaneous indemnities
The Borrowers shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:
(a)
any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or
(b)
any other Pertinent Matter,
other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.
20.4
Currency indemnity
If any sum due from any Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the " Contractual Currency ") into another currency (the " Payment Currency ") for the purpose of:
(a)
making or lodging any claim or proof against any Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or
(b)
obtaining an order or judgment from any court or other tribunal; or
(c)
enforcing any such order or judgment,
the Borrowers shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.
In this Clause 20.4 ( Currency indemnity ) the " available rate of exchange " means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
This Clause 20.4 ( Currency indemnity ) creates a separate liability of the Borrowers which is distinct from their other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.
20.5
Application to Master Agreements

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For the avoidance of doubt, Clause 20.4 ( Currency indemnity ) does not apply in respect of sums due from a Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 ( Contractual Currency ) of that Master Agreement shall apply.
20.6
Sanctions and regulatory indemnities
The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify each Lender against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by a Lender (other than in each case by reason of a Lender's gross negligence, dishonesty or wilful misconduct):
(a)
arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or
(b)
as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and as a result of conduct of the Borrower, either Guarantor or any of the Borrower’s or either Guarantor's partners, directors, officers, employees or agents that violates any Sanctions Laws.
20.7
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 ( Indemnities ) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
20.8
Sums deemed due to a Lender
For the purposes of this Clause 20 ( Indemnities ), a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.
21
NO SET-OFF OR TAX DEDUCTION
21.1
No deductions
All amounts due from the Borrowers under a Finance Document shall be paid:
(a)
without any form of set‑off, cross-claim or condition; and
(b)
free and clear of any tax deduction except a tax deduction which a Borrower is required by law to make.
21.2
Grossing-up for taxes
If a Borrower is required by law to make a tax deduction from any payment:
(a)
that Borrower shall notify the Agent as soon as it becomes aware of the requirement;
(b)
that Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;

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(c)
the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.
21.3
Evidence of payment of taxes
Within 1 month after making any tax deduction, the Borrower concerned shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.
21.4
Tax credit
A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis from) a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 21.2 ( Grossing-up for taxes ) shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment Provided that :
(a)
the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;
(b)
nothing in this Clause 21.4 ( Tax credit ) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(c)
nothing in this Clause 21.4 ( Tax credit ) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment;
(d)
any allocation or determination made by a Creditor Party under or in connection with this Clause 21.4 ( Tax credit ) shall be conclusive and binding on the Borrowers and the other Creditor Parties;
(e)
nothing in this Clause 21.4 ( Tax credit ) shall oblige any Creditor Party to disclose to the Borrowers any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and
(f)
the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.
21.5
Exclusion of tax on overall net income
In this Clause 21 ( No Set-Off or Tax Deduction ) " tax deduction " means any deduction or withholding for or on account of any present or future tax except (i) tax on a Creditor Party’s overall net income or (ii) a FATCA Deduction.
21.6
Application to Master Agreements
For the avoidance of doubt, Clause 21 ( No Set-Off or Tax Deduction ) does not apply in respect of sums due from a Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply.

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21.7
VAT
(a)
All amounts expressed to be payable under a Finance Document by any Party to a Creditor Party are deemed to be exclusive of any VAT. If VAT is or becomes chargeable on any supply made by any Creditor Party to any Party under a Finance Document and such Creditor Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Creditor Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Creditor Party must promptly provide an appropriate VAT invoice to that Party).
(b)
If VAT is or becomes chargeable on any supply made by any Creditor Party (the " Supplier ") to any other Creditor Party (the " Recipient ") under a Finance Document, and any Party other than the Recipient (the " Relevant Party ") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i)
(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(ii)
(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(c)
Where a Finance Document requires any Party to reimburse or indemnify a Creditor Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Creditor Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Creditor Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d)
Any reference in this Clause 21.7 ( VAT ) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).
(e)
In relation to any supply made by a Creditor Party to any Party under a Finance Document, if reasonably requested by such Creditor Party, that Party must promptly provide such Creditor Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Creditor Party's VAT reporting requirements in relation to such supply.
21.8
FATCA Information

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(a)
Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:
(i)
confirm to that other Party whether it is:
(A)
a FATCA Exempt Party; or
(B)
not a FATCA Exempt Party; and
(ii)
supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii)
supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
(b)
If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c)
Paragraph (a) above shall not oblige any Creditor Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:
(i)
any law or regulation;
(ii)
any fiduciary duty; or
(iii)
any duty of confidentiality.
(d)
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party  shall be treated for the purposes of the Finance Documents (and payments under them)  as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
21.9
FATCA Deduction
(a)
Any party to a Finance Document may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no such party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)
Each party to a Finance Document shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the party to whom it is making the payment and, in addition, shall notify the Borrowers, the Agent and the other Creditor Parties.
22
THE AGENT, THE MANDATED LEAD ARRANGERS AND THE REFERENCE BANKS
22.1
Appointment of the Agent

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(a)
Each of the Arrangers, the Lenders and the Swap Banks appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b)
Each of the Arrangers, the Lenders and the Swap Banks authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
22.2
Instructions
(a)
The Agent shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
(A)
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders; and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Agent to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Creditor Parties.
(e)
If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 32 ( Variations and Waivers ), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.

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(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties.
(g)
The Agent may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 22.2 ( Instructions ), in the absence of instructions, the Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties. The Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor Parties.
(i)
The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
22.3
Duties of the Agent
(a)
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c)
Without prejudice to Clause 29.3 ( Transfer certificate, delivery and notification ), paragraph (b) above shall not apply to any Transfer Certificate.
(d)
Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e)
If the Agent receives notice from a Party referring to any Finance Document, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Creditor Parties.
(f)
If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Creditor Party (other than the Agent, the Arrangers or the Security Trustee) under this Agreement, it shall promptly notify the other Creditor Parties.
(g)
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
22.4
Role of the Mandated Lead Arranger
Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.
22.5
No fiduciary duties

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(a)
Nothing in any Finance Document constitutes the Agent or any Arranger as a trustee or fiduciary of any other person.
(b)
Neither the Agent nor any Arranger shall be bound to account to other Creditor Party for any sum or the profit element of any sum received by it for its own account.
22.6
Application of receipts
Except as expressly stated to the contrary in any Finance Document, any moneys which the Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance with Clause 16 ( Application of Receipts ).
22.7
Business with the Group
The Agent and the Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of either Group.
22.8
Rights and discretions
(a)
The Agent may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; and
(B)
unless it has received notice of revocation, that those instructions have not been revoked; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Creditor Parties) that:
(i)
no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under paragraph (a) of Clause 18.1 ( Events of Default )); and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.
(c)
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

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(d)
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e)
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(f)
The Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(g)
Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.
(h)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(i)
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
22.9
Responsibility for documentation
Neither the Agent nor the Arrangers are responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arrangers, the Borrowers or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Pertinent Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Pertinent Document or the Security Property.
22.10
No duty to monitor
The Agent shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;

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(b)
as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
22.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (or any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Agent may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Agent may rely on this Clause.
(c)
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d)
Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out:
(i)
any "know your customer" or other checks in relation to any person; or

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(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
22.12
Lenders' indemnity to the Agent
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to the Borrower.
22.13
Resignation of the Agent
(a)
The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower.
(b)
Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
(d)
The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e)
The Agent's resignation notice shall only take effect upon the appointment of a successor.
(f)
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 20.1 ( Indemnities regarding borrowing

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and repayment of Loan ) and this Clause 22 ( The Agent, the Mandated Lead Arrangers and the Reference Banks ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Agent. Any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.
(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent.
(i)
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i)
the Agent fails to respond to a request under Clause 21.8 ( FATCA information ) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)
the information supplied by the Agent pursuant to Clause 21.8 ( FATCA information ) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)
the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
22.14
Confidentiality
(a)
In acting as Agent for the Creditor Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
22.15
Relationship with the other Creditor Parties

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(a)
The Agent may treat the person shown in its records as Lender or Swap Bank at the opening of business (in the place of the Agent's principal office as notified to the Creditor Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap Bank:
(i)
entitled to or liable for any payment due under any Finance Document or Master Agreement on that day; and
(ii)
entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document or Master Agreement made or delivered on that day,
unless it has received not less than five Business Days' prior notice from that Lender or Swap Bank to the contrary in accordance with the terms of this Agreement.
(b)
Each Creditor Party shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Creditor Party shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee and any reference to any instructions being given by or sought from any Creditor Party or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or sought through the Agent.
(c)
Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 33.7 ( Electronic communication ) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 33.2 ( Addresses for communications ) and Clause 33.7 ( Electronic communication ) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
22.16
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Document, each Creditor Party confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
22.17
Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
22.18
Reliance and engagement letters
Each Secured Party confirms that each Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arrangers or the Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
22.19
Full freedom to enter into transactions
Without prejudice to Clause 22.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by either Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to either Borrower or any person who is a party to, or referred to in, a Finance Document,

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and, in particular, the Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
23
THE SECURITY TRUSTEE
23.1
Trust
(a)
The Security Trustee declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 23 ( The Security Trustee ) and the other provisions of the Finance Documents.
(b)
Each other Creditor Party authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
23.2
Parallel Debt (Covenant to pay the Security Trustee)
(a)
Each Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.
The Parallel Debt of each Borrower:
(i)
shall become due and payable at the same time as its Corresponding Debt;
(ii)
is independent and separate from, and without prejudice to, its Corresponding Debt.
(b)
For purposes of this Clause 23.2 ( Parallel Debt (Covenant to pay the Security Trustee)) , the Security Trustee:
(i)
is the independent and separate creditor of each Parallel Debt;
(ii)
acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect of each Parallel Debt shall and any security granted to secure such claim shall not be held on trust; and
(iii)
shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).
(c)
The Parallel Debt of each Borrower shall be:
(i)
decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii)
increased to the extent that its Corresponding Debt has increased,

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and the Corresponding Debt of each Borrower shall be:
(A)
decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and
(B)
increased to the extent that its Parallel Debt has increased,
in each case provided that the Parallel Debt of a Borrower shall never exceed its Corresponding Debt.
(d)
All amounts received or recovered by the Security Trustee in connection with this Clause 23.2 ( Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 16 ( Application of Receipts ).
(e)
This Clause 23.2 ( Parallel Debt (Covenant to pay the Security Trustee ) shall apply, with any necessary modifications, to each Finance Document.
23.3
Enforcement through Security Trustee only
The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Finance Documents except through the Security Trustee.
23.4
Instructions
(a)
The Security Trustee shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Trustee in accordance with any instructions given to it by:
(A)
all Lenders (or the Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders (or the Agent on their behalf); and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Trustee may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.

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(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Security Trustee to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Security Trustee's own position in its personal capacity as opposed to its role of Security Trustee for the relevant Secured Parties.
(iv)
in respect of the exercise of the Security Trustee's discretion to exercise a right, power or authority under any of:
(A)
Clause 23.28 ( Application of receipts );
(B)
Clause 23.29 ( Permitted Deductions ); and
(C)
Clause 23.30 ( Prospective liabilities ).
(e)
If giving effect to instructions given by the Majority Lenders would in the Security Trustee's opinion have an effect equivalent to an amendment or waiver referred to in Clause 32 ( Variations and Waivers ), the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i)
it has not received any instructions as to the exercise of that discretion; or
(ii)
the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,
the Security Trustee shall do so having regard to the interests of all the Creditor Parties.
(g)
The Security Trustee may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 23.4 ( Instructions ), in the absence of instructions, the Security Trustee may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i)
The Security Trustee is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
23.5
Duties of the Security Trustee

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(a)
The Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
The Security Trustee shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party.
(c)
Except where a Finance Document specifically provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d)
If the Security Trustee receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Creditor Parties.
(e)
The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
23.6
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or fiduciary of the Borrower.
(b)
The Security Trustee shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.
23.7
Business with the Group
The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of either Group.
23.8
Rights and discretions
(a)
The Security Trustee may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents;
(B)
unless it has received notice of revocation, that those instructions have not been revoked;
(C)
if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
(iii)
rely on a certificate from any person:

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(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties through the Agent and may give to the Agent any notice or other communication required to be given by the Security Trustee to any Creditor Party.
(c)
The Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for the Creditor Parties) that:
(i)
no Event of Default has occurred; and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.
(d)
The Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(e)
Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable.
(f)
The Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(g)
The Security Trustee may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
unless such error or such loss was directly caused by the Security Trustee's gross negligence or wilful misconduct.
(h)
Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security trustee under the Finance Documents.
(i)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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(j)
Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
23.9
Responsibility for documentation
None of the Security Trustee or any Receiver is responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arrangers, the Borrowers or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property.
23.10
No duty to monitor
The Security Trustee shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by either Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
23.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver), none of the Security Trustee nor any Receiver will be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

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(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Security Trustee or that Receiver (as applicable) may take any proceedings against any officer, employee or agent of the Security Trustee or a Receiver in respect of any claim it might have against the Security Trustee or a Receiver or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property.
(c)
The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose.
(d)
Nothing in this Agreement shall oblige the Security Trustee to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Trustee.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Trustee or Receiver or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee or any Receiver at any time which increase the amount of that loss. In no event shall the Security Trustee or any Receiver be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Trustee or the Receiver has been advised of the possibility of such loss or damages.
23.12
Lenders' indemnity to the Security Trustee
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Trustee and every Receiver, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Trustee's or Receiver's gross negligence or wilful misconduct) in acting as Security

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Trustee or Receiver under the Finance Documents (unless the Security Trustee or Receiver has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Trustee pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Trustee to the Borrower.
23.13
Resignation of the Security Trustee
(a)
The Security Trustee may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrowers.
(b)
Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Trustee (after consultation with the Borrowers) may appoint as a successor Security Trustee any reputable financial institution.
(d)
The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(e)
The Security Trustee's resignation notice shall only take effect upon:
(i)
the appointment of a successor; and
(ii)
the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.
(f)
Upon the appointment of a successor, the retiring Security Trustee shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 23.25 ( Winding up of trust ) and paragraph (d) above) but shall remain entitled to the benefit of Clause 20.1 ( Indemnities regarding borrowing and repayment of Loan ) and this Clause 23 ( The Security Trustee ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Trustee. Any fees for the account of the retiring Security Trustee shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

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(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.
23.14
Confidentiality
(a)
In acting as Security Trustee for the Creditor Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Security Trustee other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Trustee shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
23.15
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:
(a)
the financial condition, status and nature of each member of each Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Security Trustee, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
23.16
Security Trustee's management time
(a)
In the event of:

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(i)
an Event of Default;
(ii)
the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Security Trustee and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Trustee under the Finance Documents; or
(iii)
the Security Trustee and the Borrowers agreeing that it is otherwise appropriate in the circumstances,
the Borrowers shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (b) below.
(b)
If the Security Trustee and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (a) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Borrowers or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.
23.17
Reliance and engagement letters
Each Secured Party confirms that the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Trustee) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
23.18
No responsibility to perfect Transaction Security
The Security Trustee shall not be liable for any failure to:
(a)
require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Security Assets;
(b)
obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
(c)
register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
(d)
take, or to require the Borrowers to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
(e)
require any further assurance in relation to any Finance Document.
23.19
Insurance by Security Trustee

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(a)
The Security Trustee shall not be obliged:
(i)
to insure any of the Security Assets;
(ii)
to require any other person to maintain any insurance; or
(iii)
to verify any obligation to arrange or maintain insurance contained in any Finance Document,
and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.
(b)
Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Trustee fails to do so within 14 days after receipt of that request.
23.20
Custodians and nominees
The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.
23.21
Delegation by the Security Trustee
(a)
Each of the Security Trustee and any Receiver may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
(b)
That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee or that Receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
(c)
No Security Trustee or Receiver shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.
23.22
Additional Security Trustees
(a)
The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i)
if it considers that appointment to be in the interests of the Creditor Parties; or
(ii)
for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or
(iii)
for obtaining or enforcing any judgment in any jurisdiction,

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and the Security Trustee shall give prior notice to the Borrower and the Creditor Parties of that appointment.
(b)
Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c)
The remuneration that the Security Trustee may pay to that person (after consultation with the Borrower), and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee.
23.23
Acceptance of title
The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Borrower may have to any of the Security Assets and shall not be liable for or bound to require the Borrower to remedy any defect in its right or title.
23.24
Releases
Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised (at the cost of the Borrower and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.
23.25
Winding up of trust
If the Security Trustee, with the approval of the Agent determines that:
(a)
all of the Secured Liabilities and all other obligations secured by the Finance Documents have been fully and finally discharged; and
(b)
no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to the Borrower pursuant to the Finance Documents,
then
(i)
the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Finance Documents; and
(ii)
any Security Trustee which has resigned pursuant to Clause 23.13 ( Resignation of the Security Trustee ) shall release, without recourse or warranty, all of its rights under each Finance Document.
23.26
Powers supplemental to Trustee Acts
The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act

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2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.
23.27
Disapplication of Trustee Acts
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
23.28
Application of receipts
All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document, under Clause 23.2 ( Parallel Debt (Covenant to pay the Security Trustee) ) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 23 ( The Security Trustee ), the " Recoveries ") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 23 ( The Security Trustee ), in the following order of priority:
(a)
in discharging any sums owing to the Security Trustee (in its capacity as such) (other than pursuant to Clause 23.2 ( Parallel Debt (Covenant to pay the Security Trustee) ) or any Receiver;
(b)
in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause 16 ( Application of Receipts );
(c)
if neither Borrower is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to the Borrowers; and
(d)
the balance, if any, in payment or distribution to the Borrowers.
23.29
Permitted Deductions
The Security Trustee may, in its discretion:
(a)
set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and
(b)
pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
23.30
Prospective liabilities
Following acceleration the Security Trustee may, in its discretion, or at the request of the Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the

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Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment to the Agent for application in accordance with Clause 23.28 ( Application of receipts ) in respect of:
(a)
any sum to the Security Trustee or any Receiver; and
(b)
any part of the Secured Liabilities,
that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the future.
23.31
Investment of proceeds
Prior to the payment of the proceeds of the Recoveries to the Agent for application in accordance with Clause 23.28 ( Application of receipts ) the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of Clause 23.28 ( Application of receipts ).
23.32
Currency conversion
(a)
For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at a market rate of exchange.
(b)
The obligations of the Borrowers to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
23.33
Good discharge
(a)
Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be made to the Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee.
(b)
The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Creditor Party are denominated.
23.34
Amounts received by Borrowers
If a Borrower receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Trustee, that Borrower will hold the amount received or recovered on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Agreement.
23.35
Full freedom to enter into transactions
Without prejudice to Clause 23.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee shall be absolutely entitled:

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(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting a Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by either Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to either Borrower or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Security Trustee shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
24
CONDUCT OF BUSINESS BY THE CREDITOR PARTIES
No provision of this Agreement will:
(a)
interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)
oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
25
SHARING AMONG THE CREDITOR PARTIES
25.1
Payments to Creditor Parties
If a Creditor Party (a " Recovering Creditor Party ") receives or recovers any amount from a Borrower other than in accordance with Clause 15 ( Payments and Calculations ) (a " Recovered Amount ") and applies that amount to a payment due to it under the Finance Documents then:
(a)
the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;
(b)
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 15 ( Payments and Calculations ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

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(c)
the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the " Sharing Payment ") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as its share of any payment to be made, in accordance with Clause 16.1 ( Normal order of application ).
25.2
Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the Borrowers and distribute it among the Creditor Parties (other than the Recovering Creditor Party) (the " Sharing Creditor Parties ") in accordance with Clause 16.1 ( Normal order of application ) towards the obligations of the Borrower to the Sharing Creditor Parties.
25.3
Recovering Creditor Party's rights
On a distribution by the Agent under Clause 25.2 ( Redistribution of payments ) of a payment received by a Recovering Creditor Party from a Borrower, as between that Borrower and the Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Borrower.
25.4
Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then:
(a)
each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is required to pay) (the " Redistributed Amount "); and
(b)
as between the Borrowers and each relevant Sharing Creditor Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrowers.
25.5
Exceptions
(a)
This Clause 25 ( Sharing among the Creditor Parties ) shall not apply to the extent that the Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.
(b)
A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified that other Creditor Party of the legal or arbitration proceedings; and
(ii)
that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
26
ILLEGALITY, ETC
26.1
Illegality

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This Clause 26 ( Illegality, etc ) applies if a Lender (the " Notifying Lender ") notifies the Agent that it has become, or will with effect from a specified date, become:
(a)
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
(b)
contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions Laws,
for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.
26.2
Notification of illegality
The Agent shall promptly notify the Borrowers, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 26.1 ( Illegality ) which the Agent receives from the Notifying Lender.
26.3
Prepayment; termination of Commitment
On the Agent notifying the Borrowers under Clause 26.2 ( Notification of illegality ), the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 26.1 ( Illegality ) as the date on which the notified event would become effective the Borrowers shall prepay the Notifying Lender's Contribution in accordance with Clause 8 ( Repayment of Prepayment and cancellation ).
26.4
Mitigation
If circumstances arise which would result in a notification under Clause 26.1 ( Illegality ) then, without in any way limiting the rights of the Notifying Lender under Clause 26.3 ( Prepayment; termination of Commitment ), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:
(a)
have an adverse effect on its business, operations or financial condition; or
(b)
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
(c)
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
27
INCREASED COSTS
27.1
Increased costs
This Clause 27 ( Increased Costs ) applies if a Lender (the " Notifying Lender ") notifies the Agent that the Notifying Lender considers that as a result of:
(a)
the introduction or alteration or compliance after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender's overall net income); or

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(b)
complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement,
the Notifying Lender (or a parent company of it or any of its subsidiaries) has incurred or will incur an " increased cost ", together with a certificate of the Notifying Lender specifying the amount of such increased cost and an explanation in reasonable detail of the reasons for such increased costs and, in general terms, how it was calculated.
27.2
Meaning of "increased cost"
In this Clause 27 ( Increased Costs ), " increased cost " means, in relation to a Notifying Lender:
(a)
an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer Certificate, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;
(b)
a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;
(c)
an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender's Contribution or (as the case may require) the proportion of that cost attributable to the Contribution;
(d)
a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement; or
(e)
an additional or increased cost incurred as a result of the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV,
but, in the case of paragraphs (a) to (d) not an item attributable to:
(i)
a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an item covered by the indemnity for tax in Clause 20.1 ( Indemnities regarding borrowing and repayment of Loan ) or by Clause 20 ( Indemnities ) or an item arising directly out of the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004, in the form existing on the date of this Agreement (" Basel II ") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Creditor Party or any of its affiliates; or
(ii)
a FATCA Deduction required to be made by any party to a Finance Document.
For the purposes of this Clause 27.2 ( Meaning of "increased cost" ) the Notifying Lender (or its subsidiaries) may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.
27.3
Notification to Borrowers of claim for increased costs

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The Agent shall promptly notify the Borrowers and the Security Parties of the notice together with the applicable certificate which the Agent received from the Notifying Lender under Clause 27.1 ( Increased costs ) and there shall then be a 60 day consultation period for the Borrowers and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender.
27.4
Payment of increased costs
Unless something to the contrary is agreed by the Borrowers and the Notifying Lender during the 60 day consultation period referred to in Clause 27.3 ( Notification to Borrowers of claim for increased costs ), the Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrowers that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.
27.5
Notice of prepayment
If the Borrowers are not willing to continue to compensate the Notifying Lender for the increased cost under Clause 27.4 ( Payment of increased costs ), the Borrowers may give the Agent not less than 14 days' notice of their intention to prepay the Notifying Lender's Contribution at the end of an Interest Period.
27.6
Prepayment; termination of Commitment
A notice under Clause 27.5 ( Notice of prepayment ) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrowers' notice of intended prepayment; and:
(a)
on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and
(b)
on the date specified in its notice of intended prepayment, the Borrowers shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin.
27.7
Application of prepayment
Clause 8 ( Repayment of Prepayment and cancellation ) shall apply in relation to the prepayment.
28
SET-OFF
28.1
Application of credit balances
Each Creditor Party may, after the occurrence of an Event of Default which is continuing, without prior notice:
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of a Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from that Borrower to that Creditor Party under any of the Finance Documents; and
(b)
for that purpose:
(i)
break, or alter the maturity of, all or any part of a deposit of that Borrower;

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(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars; and
(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.
28.2
Existing rights unaffected
No Creditor Party shall be obliged to exercise any of its rights under Clause 28.1 ( Application of credit balances ); and those rights shall be without prejudice and in addition to any right of set‑off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
28.3
Sums deemed due to a Lender
For the purposes of this Clause 28 ( Set-Off ), a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.
28.4
No Security Interest
This Clause 28 ( Set-Off ) gives the Creditor Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest over any credit balance of any Borrower.
29
TRANSFERS AND CHANGES IN LENDING OFFICES
29.1
Transfer by Borrowers
No Borrower may, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations under any Finance Document.
29.2
Transfer by a Lender
Subject to Clause 29.4 ( Effective Date of Transfer Certificate ), a Lender (the " Transferor Lender ") may at any time, with the prior written consent of the Borrowers (not to be unreasonably withheld or delayed, and the Borrower will be deemed to have given its consent five Business Days after the Transferor Lender has requested it unless consent is expressly refused by the Borrower within that time) or without the consent of the Borrowers if an Event of Default has occurred and is continuing or if such transfer is to an affiliate of the Transferor Lender, cause:
(a)
its rights in respect of all or part of its Contribution; or
(b)
its obligations in respect of all or part of its Commitment; or
(c)
a combination of (a) and (b),
to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a " Transferee Lender ") by delivering to the Agent a completed certificate in the form set out in Schedule 6 ( Transfer Certificate ) with any modifications approved or required by the Agent (a " Transfer Certificate ") executed by the Transferor Lender and the Transferee Lender.

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However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with Clause 22 ( The Agent, the Mandated Lead Arrangers and the Reference Banks ).
29.3
Transfer Certificate, delivery and notification
As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
(a)
sign the Transfer Certificate on behalf of itself, the Borrowers, the Security Parties, the Security Trustee, the Arrangers, each of the other Lenders and each of the Swap Banks;
(b)
on behalf of the Transferee Lender, send to each Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; and
(c)
send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,
but the Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to that Transferee Lender.
29.4
Effective Date of Transfer Certificate
A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 29.3 ( Transfer Certificate, delivery and notification ) on or before that date.
29.5
No transfer without Transfer Certificate
No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, any Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.
29.6
Lender re-organisation; waiver of Transfer Certificate
However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the " successor "), the Agent may, if it sees fit, by notice to the successor and the Borrowers and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.
29.7
Effect of Transfer Certificate
A Transfer Certificate takes effect in accordance with English law as follows:
(a)
to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which any Borrower or any Security Party had against the Transferor Lender;

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(b)
the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;
(c)
the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;
(d)
the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro‑rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
(e)
any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor's title and any rights or equities of any Borrower or any Security Party against the Transferor Lender had not existed;
(f)
the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.9 ( Market disruption ) and Clause 19 ( Fees and Expenses ), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and
(g)
in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.
The rights and equities of any Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.
29.8
Maintenance of register of Lenders
During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 29.4 ( Effective Date of Transfer Certificate )) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrowers during normal banking hours, subject to receiving at least 3 Business Days' prior notice.
29.9
Reliance on register of Lenders
The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.
29.10
Authorisation of Agent to sign Transfer Certificates
Each Borrower, the Security Trustee, each Arranger, each Lender and each Swap Bank irrevocably authorises the Agent to sign Transfer Certificates on its behalf.

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29.11
Registration fee
In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $3,000 from the Transferor Lender or (at the Agent's option) the Transferee Lender.
29.12
Sub-participation; subrogation assignment
A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Borrower, any Security Party, the Agent or the Security Trustee; and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.
29.13
Change of lending office
A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:
(a)
the date on which the Agent receives the notice; and
(b)
the date, if any, specified in the notice as the date on which the change will come into effect.
29.14
Notification
On receiving such a notice, the Agent shall notify the Borrowers and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.
29.15
Replacement of Reference Bank
If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 ( Interest ) then, unless the Borrowers, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrowers, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect and provided that such bank has consented to its appointment, the first-mentioned Reference Bank's appointment shall cease to be effective.
29.16
Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office
If:
(a)
a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 29.2 ( Transfer by a Lender ) or changes its lending office; and
(b)
as a result of circumstances existing at the date of assignment, transfer or change occurs the Borrowers would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 20.1 ( Indemnities regarding borrowing and repayment of Loan ) in respect of any tax, Clause 27 ( Increased Costs ) or Clause 28 ( Set-Off ),
then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender

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acting through its previous lending office would have been if the assignment, transfer or change had not occurred
29.17
Security over Lenders' rights
In addition to the other rights provided to Lenders under this Clause 29 ( Transfers and Changes in Lending Offices ) , each Lender may, in order to secure obligations of that Lender to a federal reserve or central bank and without consulting with or obtaining consent from either Borrower or any Security Party, at any time charge, assign or otherwise create Security Interests in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document provided that no such charge, assignment or Security Interest shall:
(a)
release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security Interest for the Lender as a party to any of the Finance Documents; or
(b)
require any payments to be made by a Borrower or any Security Party or grant to any person any rights which are more extensive than those required to be made or granted to the relevant Lender under the Finance Documents.
30
CONFIDENTIAL INFORMATION
30.1
Confidentiality
Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 30.2 ( Disclosure of Confidential Information ) and Clause 30.3 ( Disclosure to numbering service providers ) 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.
30.2
Disclosure of Confidential Information
Any Creditor Party may disclose:
(a)
to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Creditor Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)
to any person:
(i)
to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii)
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents

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and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii)
appointed by any Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 22.15 ( Relationship with the other Creditor Parties );
(iv)
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
(v)
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi)
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
(vii)
to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 29.17 ( Security over Lenders' rights );
(viii)
who is a Party, a member of either Group or any related entity of the Borrower;
(ix)
as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
(x)
with the consent of the Borrower;
in each case, such Confidential Information as that Creditor Party shall consider appropriate if:
(A)
in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)
in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C)
in relation to sub-paragraphs (v) , (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it is not practicable so to do in the circumstances;

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(c)
to any person appointed by that Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party.
30.3
Disclosure to numbering service providers
(a)
Any Creditor Party may disclose to any national or international numbering service provider appointed by that Creditor Party to provide identification numbering services in respect of this Agreement, the Loan and/or the Borrower the following information:
(i)
name of Borrower;
(ii)
country of domicile of Borrower;
(iii)
place of incorporation of Borrower;
(iv)
date of this Agreement;
(v)
Clause 36 ( Law and Jurisdiction );
(vi)
the names of the Agent and the Arrangers;
(vii)
date of each amendment and restatement of this Agreement;
(viii)
amounts of, and names of, the relevant Loan;
(ix)
amount of Total Commitments;
(x)
currency of the relevant Loan;
(xi)
type of the relevant Loan;
(xii)
ranking of the relevant Loan;
(xiii)
Maturity Date(s) for the Loan;
(xiv)
changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and
(xv)
such other information agreed between such Creditor Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b)
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or the Borrowers by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

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(c)
Each Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
30.4
Use of logo and/or trademark
The Agent and/or the Arrangers have the right, at their expense, to publish information regarding their participation in this Agreement and have the right to use the Borrowers' respective logos and trademarks with the prior written consent of the relevant Borrower (not to be unreasonably withheld) in connection with such publication.
30.5
Entire agreement
This Clause 30 ( Confidential Information ) constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
30.6
Inside information
Each of the Creditor Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose.
30.7
Notification of disclosure
Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:
(a)
of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 30.2 ( Disclosure of Confidential Information ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)
upon becoming aware that Confidential Information has been disclosed in breach of this Clause 30 ( Confidential Information ).
30.8
Continuing obligations
The obligations in this Clause 30 ( Confidential Information ) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:
(a)
the date on which all amounts payable by the Borrowers under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b)
the date on which such Creditor Party otherwise ceases to be a Creditor Party.
31
CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
31.1
Confidentiality and disclosure

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(a)
The Agent and the Borrowers agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Agent may disclose:
(i)
any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 7.4 (N otification of Interest Periods and rates of normal interest ); and
(ii)
any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
(c)
The Agent may disclose any Funding Rate or any Reference Bank Quotation, and the Borrowers may disclose any Funding Rate, to:
(i)
any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii)
any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrowers, as the case may be, it is not practicable to do so in the circumstances;
(iii)
any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrowers, as the case may be, it is not practicable to do so in the circumstances; and
(iv)
any person with the consent of the relevant Lender or Reference Bank, as the case may be.
(v)
The Agent's obligations in this Clause 31 ( Confidentiality of Funding Rates and Reference Bank Quotations ) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 5.4 ( Notification of Interest Periods )

113     


provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
31.2
Related obligations
(a)
The Agent and the Borrowers acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrowers undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b)
The Agent and the Borrowers agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i)
of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 31.1 ( Confidentiality and disclosure ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii)
upon becoming aware that any information has been disclosed in breach of this Clause 31 ( Confidentiality of Funding Rates and Reference Bank Quotations ).
32
VARIATIONS AND WAIVERS
32.1
Variations, waivers etc. by Majority Lenders
(a)
Subject to Clauses 32.2 ( Variations, waivers etc. requiring agreement of all Lenders ), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrowers, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.
(b)
No amendment or waiver may be made before the date falling ten Business Days after the terms of that amendment or waiver have been notified by the Agent to the Lenders, unless each Lender is a "FATCA Protected Lender". The Agent shall notify the Lenders reasonably promptly of any amendments or waivers proposed by the Borrowers.
32.2
Variations, waivers etc. requiring agreement of all Lenders
However, as regards the following, paragraph (a) of Clause 32.1 ( Variations, waivers etc. by Majority Lenders ) applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":
(a)
a change in the Margin or in the definition of LIBOR;
(b)
a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement;
(c)
a change to any Lender's Commitment;
(d)
an extension of Availability Period or Maturity Date;

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(e)
a change to the definition of " Finance Documents ", " Majority Lenders ", " Sanctions ", " Sanctions Authority ", " Sanctions Laws ", " Sanctions List " or " Sanctions Relevant Person ";
(f)
a change to the preamble or to Clause 2 ( Facility ), 3 ( Position of the Lenders and Swap Banks ), 4 ( Drawdown ), 5.1 ( Payment of normal interest ), 10.20 ( Sanctions ), 11.22 ( Compliance with Sanctions Laws ), 12.6 ( Notification of Sanctions ), 16 (Application of Receipts), 17 ( Application of Earnings ) or 35 ( Supplemental );
(g)
a change to this Clause 32 ( Variations of Waivers );
(h)
any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and
(i)
any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.
32.3
Exclusion of other or implied variations
Except for a document which satisfies the requirements of Clauses 32.1 ( Variations, waivers etc. by Majority Lenders ), 32.2 ( Variations, waivers etc. requiring agreement of all Lenders ), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:
(a)
a provision of this Agreement or another Finance Document; or
(b)
an Event of Default; or
(c)
a breach by a Borrower or a Security Party of an obligation under a Finance Document or the general law; or
(d)
any right or remedy conferred by any Finance Document or by the general law,
and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.
33
NOTICES
33.1
General
Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax; and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
33.2
Addresses for communications
A notice by letter or fax shall be sent:
(a)
to the Borrowers:    c/o Euronav NV
De Gerlachekaai 20
2000 Antwerp 1

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Belgium
Fax No:    + 32 32 47 44 09
Email:    Financial@euronav.com

Attn:    CFO
-and-
c/o International Seaways Ship Management LLC
600 Third Avenue, 39th Floor
New York, New York 10016
Fax No: +1 212 251 1180
Email: LegalDepartment@intlseas.com
Attn:    Legal Department
(b)
to a Lender:    At the address below its name in Part A of Schedule 1 or (as the case may require) in the relevant Transfer Certificate.
(c)
to a Swap Bank:    At the address below its name in Part B of Schedule 1
(d)
to the Agent:    Bijlmerplein 888
1102 MG
Amsterdam
The Netherlands
PO Box 1800
1000 BV Amsterdam
The Netherlands

Fax No:    +31 20 5658226
Email:    reina.kroon@ing.com

Attn:     Reina Kroon
(e)
to the Security Trustee:    Bijlmerplein 888
1102 MG
Amsterdam
The Netherlands

PO Box 1800
1000 BV Amsterdam
The Netherlands

Fax No:    +31 20 5658226
Email:    reina.kroon@ing.com

Attn:     Reina Kroon

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or to such other address as the relevant party may notify the Agent, the Swap Banks or, if the relevant party is the Agent or the Security Trustee, the Borrowers, the Lenders and the Security Parties.
33.3
Effective date of notices
Subject to Clauses 33.4 ( Service outside business hours ) and 33.5 ( Illegible notices ):
(a)
a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and
(b)
a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.
33.4
Service outside business hours
However, if under Clause 33.3 ( Effective date of notices ) a notice would be deemed to be served:
(a)
on a day which is not a business day in the place of receipt; or
(b)
on such a business day, but after 5 p.m. local time,
the notice shall (subject to Clause 33.5 ( Illegible notices )) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.
33.5
Illegible notices
Clauses 33.3 ( Effective date of notices ) and 33.4 ( Service outside business hours ) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.
33.6
Valid notices
A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:
(a)
the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or
(b)
in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
33.7
Electronic communication
Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:
(a)
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(b)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

117     


(c)
notify each other of any change to their respective addresses or any other such information supplied to them.
Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and, in the case of any electronic communication made by a Lender to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.
33.8
English language
Any notice under or in connection with a Finance Document shall be in English.
33.9
Meaning of "notice"
In this Clause 33 ( Notices ), " notice " includes any demand, consent, authorisation, approval, instruction, waiver or other communication.
34
JOINT AND SEVERAL LIABILITY
34.1
General
All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be several and, if and to the extent consistent with Clause 34.2 ( No impairment of Borrower's obligations ), joint.
34.2
No impairment of Borrower's obligations
The liabilities and obligations of a Borrower shall not be impaired by:
(a)
this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;
(b)
any Lender or the Security Trustee entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;
(c)
any Lender or the Security Trustee releasing any other Borrower or any Security Interest created by a Finance Document; or
(d)
any combination of the foregoing.
34.3
Principal debtors
Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall in any circumstances be construed to be a surety for the obligations of any other Borrower under this Agreement.
34.4
Subordination
Subject to Clause 34.5 ( Borrower's required action ), during the Security Period, no Borrower shall:
(a)
claim any amount which may be due to it from any other Borrower whether in respect of a payment made, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or

118     


(b)
take or enforce any form of security from any other Borrower for such an amount, or in any other way seek to have recourse in respect of such an amount against any asset of any other Borrower; or
(c)
set off such an amount against any sum due from it to any other Borrower; or
(d)
prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower or other Security Party; or
(e)
exercise or assert any combination of the foregoing.
34.5
Borrower's required action
If during the Security Period, the Agent, by notice to a Borrower, requires it to take any action referred to in paragraphs (a) to (d) of Clause 34.4 ( Subordination ), in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Agent's notice.
35
SUPPLEMENTAL
35.1
Rights cumulative, non-exclusive
The rights and remedies which the Finance Documents give to each Creditor Party are:
(a)
cumulative;
(b)
may be exercised as often as appears expedient; and
(c)
shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.
35.2
Severability of provisions
If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.
35.3
Counterparts
A Finance Document may be executed in any number of counterparts.
35.4
Third party rights
(a)
Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
(b)
Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
(c)
Any person described in Clause 5.5 ( Role of Reference Banks ), Clause 5.6 ( Third Party Reference Banks ), paragraph (b) of Clause 22.11 ( Exclusion of liability ) or paragraph (b) of Clause 23.11 ( Exclusion of liability ) may, subject to this Clause 35.4 ( Third party rights ) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

119     


35.5
Bail-In
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
36
LAW AND JURISDICTION
36.1
English law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.
36.2
Exclusive English jurisdiction
Subject to Clause 36.3 ( Choice of forum for the exclusive benefit of the Creditor Parties ), the courts of England shall have exclusive jurisdiction to settle any Disputes.
36.3
Choice of forum for the exclusive benefit of the Creditor Parties
Clause 36.2 ( Exclusive English jurisdiction ) is for the exclusive benefit of the Creditor Parties, each of which reserves the right:
(a)
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that matter; and
(b)
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
Neither Borrower shall commence any proceedings in any country other than England in relation to a Dispute.
36.4
Process agent
Each Borrower irrevocably appoints Euronav (UK) Agencies Ltd. at its registered office for the time being, presently at 99 Kings Road, London SW3 4PA, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.
36.5
Creditor Party rights unaffected

120     


Nothing in this Clause 36 ( Law and Jurisdiction ) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
36.6
Meaning of "proceedings"
In this Clause 36 ( Law and Jurisdiction ), " proceedings " means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement. .
This Agreement has been entered into on the date stated at the beginning of this Agreement.


121     



SCHEDULE 1     
Part A

LENDERS AND COMMITMENTS
Lender
Lending Office
Commitment (US Dollars)
 
 
Tranche A
Tranche B
Revolving Facility A
Revolving Facility B
ABN AMRO Bank N.V.
Coolsingel 93
3012 AE Rotterdam
The Netherlands

Contact:
Attn: Kees Tiemstra / Rick van Kooten
Email: kees.tiemstra@nl.abnamro.com / rick.van.kooten@nl.abnamro.com  

Administrative matters:
Attn: Pieter van Wijk


$27,000,000
$28,000,000
$27,000,000
$28,000,000
ING Belgium SA/NV
Avenue Marnixlaan 24
B-1000 Brussels
Belgium

Contact:
Attn: Alexandre Cobbaert / Tristan Lapoutre
Tel: +32 2 547 37 65 / +32 2 547 38 98
Email: Alexandre.Cobbaert@ing.be  / Tristan.Lapoutre@ing.be

Operational / servicing matters:

Attn: Arnaud Vandevelde
Tel: +32 2 547 63 02
Email: lendingoperationsoffice@ing.be

Trade closing / funding and settlement matters:

Attn: Vasiliki Gkeka
Tel: +32.2.547.65.09
$27,000,000
$28,000,000
$27,000,000
$28,000,000

122     



PART B     

SWAP BANKS
Swap Bank
Office
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
 
1082 PP Amsterdam
 
The Netherlands
 
 
 
Contact:
 
 
 
Attn: Wouter Kuipers / Dave Rommy
 
Email: wouter.kuipers@nl.abnamro.com / dave.rommy@nl.abnamro.com
ING Belgium SA/NV
Avenue Marnixlaan 24
 
B-1000 Brussels
 
Belgium
 
 
 
Attn: Alexandre Cobbaert / Tristan Lapoutre
 
Tel: +32 2 547 37 65 / +32 2 547 38 98
 
Email: Alexandre.Cobbaert@ing.be / Tristan.Lapoutre@ing.be


123     



SCHEDULE 2     

TERM FACILITY REPAYMENT INSTALMENTS
 
Tranche A
Tranche 2
Date
Instalment amount (dollars)
Instalment amount (dollars)
30 June 2018
2,748,254
2,850,041
30 September 2018
2,776,286
2,879,112
31 December 2018
2,804,604
2,908,479
31 March 2019
2,833,211
2,938,145
30 June 2019
2,862,110
2,968,114
30 September 2019
2,891,304
2,998,389
31 December 2019
2,920,795
3,028,972
31 March 2020
2,950,587
3,059,868
30 June 2020
2,980,683
3,091,079
30 September 2020
3,011,086
3,122,608
31 December 2020
3,041,799
3,154,458
31 March 2021
3,072,825
3,186,634
30 June 2021
3,104,168
3,219,137
30 September 2021
3,135,831
3,251,973
31 December 2021
3,167,816
3,285,143
31 March 2022
3,200,128
3,318,651
30 June 2022
3,232,769
3,352,501
21 July 2022
3,265,743
-
22 September 2022
-
3,386,697


124     


SCHEDULE 3     
REDUCTION AMOUNTS
 
Revolving Facility A
Revolving Facility B
Date
Reduction amount (dollars)
Reduction amount (dollars)
30 June 2018
2,748,254
2,850,041
30 September 2018
2,776,286
2,879,112
31 December 2018
2,804,604
2,908,479
31 March 2019
2,833,211
2,938,145
30 June 2019
2,862,110
2,968,114
30 September 2019
2,891,304
2,998,389
31 December 2019
2,920,795
3,028,972
31 March 2020
2,950,587
3,059,868
30 June 2020
2,980,683
3,091,079
30 September 2020
3,011,086
3,122,608
31 December 2020
3,041,799
3,154,458
31 March 2021
3,072,825
3,186,634
30 June 2021
3,104,168
3,219,137
30 September 2021
3,135,831
3,251,973
31 December 2021
3,167,816
3,285,143
31 March 2022
3,200,128
3,318,651
30 June 2022
3,232,769
3,352,501
21 July 2022
3,265,743
-
22 September 2022
-
3,386,697


125     


SCHEDULE 4     
DRAWDOWN NOTICE
To:     [ING Bank N.V.
Bijlmerplein 888
1102 MG
Amsterdam
The Netherlands]
Attention: [Loans Administration]
[date]
DRAWDOWN NOTICE
1
We refer to the loan agreement (the " Loan Agreement ") dated [●] 2018 and made between ourselves, as Borrowers, the Lenders, the Swap Banks and the Arrangers referred to therein, and yourselves as Agent and as Security Trustee in connection with a facility of up to US$220,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.
2
We request to borrow as follows:
(a)
Amount: US$[●] representing an advance in relation to [Tranche [A] [B]] [Revolving Facility [A] [B];
(b)
Drawdown Date: [●];
(c)
[Duration of the [first] Interest Period shall be [●] months;] and
(d)
Payment instructions : account in our name and numbered [●] with [●] of [●].
3
We represent and warrant that:
(a)
the representations and warranties in Clause 10 ( Representations and Warranties ) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and
(b)
no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Loan.
4
This notice cannot be revoked without the prior consent of the Majority Lenders.





___________________________________
for and on behalf of
TI AFRICA LIMITED
TI ASIA LIMITED

126     



SCHEDULE 5     

CONDITION PRECEDENT DOCUMENTS
PART A     
The following are the documents referred to in Clause 9.1(a) required before service of the first Drawdown Notice.
1
A duly executed original of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part B.
2
Copies of the certificate of incorporation and constitutional documents of each Borrower and each Security Party.
3
Copies of resolutions of directors (and, if required, for the provision of the legal opinions referred to in paragraph 12 the shareholders) of each Borrower and each Security Party (except Euronav) authorising the execution of each of the Finance Documents to which that Borrower or that Security Party is a party and, in the case of a Borrower, authorising named officers to give the Drawdown Notices and other notices under this Agreement.
4
The original of any power of attorney under which any Finance Document is executed on behalf of a Borrower or a Security Party.
5
Copies of all consents which any Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document or Service Contract.
6
A valuation of each FSO, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than 30 days before the first Drawdown Date, from an Approved Valuer.
7
Copies of each of the Service Contracts and of all documents signed or issued by the parties thereto under or in connection with either of them.
8
Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution of the Service Contracts by the parties thereto and of all documents to be executed pursuant thereto.
9
If obtainable by the Borrowers using best commercial efforts, copies of the most recent audited financial statements of NOC which demonstrate that it is economically viable and it will be able to meet its obligations under the Service Contracts.
10
Documentary evidence that the agent for service of process named in Clause 30 ( Law and Jurisdiction ) has accepted its appointment.
11
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands, Hong Kong, Belgium and such other relevant jurisdictions as the Agent may require.
12
The Agent has provided the repayment schedule referred to in Clause 8.1(a).

127     


13
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
PART B     
The following are the documents referred to in Clause 9.1(b) required before the Advance of the Loan
1
A duly executed original of each Master Agreement, each Master Agreement Assignment, each Mortgage, each General Assignment, each Service Contract Assignment, each Quiet Enjoyment Letter, each Subordination Agreement and the Co-ordination Deed (and of each document to be delivered by each of them).
2
Documentary evidence that:
(a)
the FSO maintains the classification referred to in Clause 14.3 ( Repair and classification ) free of all overdue recommendations and conditions of such classification society;
(b)
each FSO is definitively and permanently registered in the name of TI Asia under Marshall Islands for FSO 1 (in the case of FSO 1) or TI Africa under Marshall Islands flag (in the case of FSO 2);
(c)
the FSOs are in the absolute and unencumbered ownership of TI Africa or TI Asia, as the case may be, save as contemplated by the Finance Documents;
(d)
each FSO maintains the classification referred to in Clause 14.3 ( Repair and classification ) free of all overdue recommendations and conditions of such classification society;
(e)
all applicable requirements of any regulatory authority, and all consents, authorisations, licences, approvals and permits required, in connection with the FSOs and the Project have been obtained and complied with and the relevant Borrower is not in breach of any of its obligations under any agreements which it has entered into in relation to the Project in respect of either FSO (which can be confirmed in a certificate supplied by the Borrowers);
(f)
each Mortgage (executed by the relevant Borrower) has been duly registered against the relevant FSO as a valid first preferred ship mortgage in accordance with the laws of the Marshall Islands; and
(g)
the FSO is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
3
The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Accounts.
4
Documents establishing that the FSO will be managed by the Approved Manager on terms acceptable to the Lenders, together with:
(a)
a letter of undertaking executed by the Approved Manager in favour of the Agent in the terms required by the Agent agreeing certain matters in relation to the management of the FSO and subordinating the rights of the Approved Manager against the relevant Borrower to the rights of the Creditor Parties under the Finance Documents; and
(b)
copies of the Approved Manager's Document of Compliance and of the FSOs Safety Management Certificates (together with any other details of the applicable safety management system which the Agent requires).

128     


5
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the law of the Marshall Islands, Hong Kong and Belgium (as the case may be) and such other relevant jurisdictions as the Agent may require.
6
A favourable opinion from an independent insurance consultant acceptable to the Agent confirming the matters referred to in paragraph 2(h) of this Part B of Schedule 5 ( Conditions Precedent Documents ) on such matters relating to the insurances for FSOs as the Agent may require.
7
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
Each of the documents specified in paragraphs 2, 3, 5 and 8 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of a Borrower.


129     



SCHEDULE 6     

TRANSFER CERTIFICATE
The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.
To:    [Name of Agent] for itself and for and on behalf of each Borrower, each Security Party, the Security Trustee, the Arrangers and each Lender, as defined in the Loan Agreement referred to below.
1
This Certificate relates to a loan agreement (the " Loan Agreement ") dated [●] 2018 and made between (i) TI Africa Limited and TI Asia Limited as Borrowers, (ii) the banks and financial institutions named therein as Lenders, (iii) the banks and financial institutions named therein as Swap Banks, (iv) the banks and financial institutions named there as Mandated Lead Arrangers, (v) ING Bank N.V. as Agent and (vi) ING Bank N.V. as Security Trustee for a loan facility of, originally, up to US$220,000,000.
2
In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:
" Relevant Parties " means the Agent, each Borrower, each Security Party, the Security Trustee, the Arrangers, each Lender and each Swap Bank;
" Transferor " means [full name] of [lending office]; and
" Transferee " means [full name] of [lending office].
3
The effective date of this Certificate is [●] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.
4
The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [●] per cent. of its Contribution, which percentage represents $[●].
5
By virtue of this Certificate and Clause 29 ( Transfers and Changes in Lending Offices ) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[●]] [from [●] per cent. of its Commitment, which percentage represents $[●]] and the Transferee acquires a Commitment of $[●].]
6
The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 29 ( Transfer and changes in Lending Offices ) of the Loan Agreement provides will become binding on it upon this Certificate taking effect.
7
The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 29 ( Transfers and Changes in Lending Offices ) of the Loan Agreement.

130     


8
The Transferor:
(a)
warrants to the Transferee and each Relevant Party that:
(i)
the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferor;
(b)
warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4 above; and
(c)
undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.
9
The Transferee:
(a)
confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;
(b)
agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Lender or any Swap Bank in the event that:
(i)
any of the Finance Documents prove to be invalid or ineffective;
(ii)
any Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;
(iii)
it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrowers or Security Party under the Finance Documents;
(c)
agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d)
warrants to the Transferor and each Relevant Party that:
(i)
it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferee; and
(e)
confirms the accuracy of the administrative details set out below regarding the Transferee.
10
The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees.

131     


11
The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.
[Name of Transferor]    [Name of Transferee]
By:    By:
Date:    Date:


Agent
Signed for itself and for and on behalf of itself
as Agent and for every other Relevant Party
[Name of Agent]
By:
Date:


132     



Administrative Details of Transferee
Name of Transferee:
Lending Office:
Contact Person
(Loan Administration Department):
Telephone:
Fax:
Contact Person
(Credit Administration Department):
Telephone:
Fax:
Account for payments:

Note :
This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.


133     




134     


SCHEDULE 7     

DESIGNATION NOTICE
To:    ING Bank N.V.
Bijlmerplein 888
1102 MG
Amsterdam
The Netherlands
Attention: [Loans Administration]
[ date ]
Dear Sirs
Loan Agreement dated [●] 2018 made between (i) ourselves as Borrowers, (ii) the Lenders, (iii) the Swap Banks, (iv) the Mandated Lead Arrangers as referred to therein and (v) yourselves as Agent and Security Trustee for a loan facility of, originally, up to US$220,000,000 (the "Loan Agreement")
We refer to:
1
the Loan Agreement;
2
the Master Agreement dated as of [●] made between ourselves and [●]; and
3
a Confirmation delivered pursuant to the said Master Agreement dated [●] and addressed by [●] to us.
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.
Yours faithfully





.................................................
for and on behalf of
TI AFRICA LIMITED
TI ASIA LIMITED]
[SWAP BANK]


135     




136     


SCHEDULE 8     

TIMETABLES
LIBOR is fixed

Quotation Date as of 11:00 am London time
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.8 (Calculation of Reference Bank Rate)
Noon on the Quotation Date



137     




138     


SCHEDULE 9     

FORM OF COMPLIANCE CERTIFICATE
To:
ING Bank NV
Bijlmerplein 888
1102 MG
Amsterdam
The Netherlands
From:     [TI Africa Limited][TI Asia Limited]
[Date]
OFFICER'S CERTIFICATE
This Certificate is rendered pursuant to clause 11.7 ( Compliance Certificate ) of the loan agreement dated [●] 2018 (the " Loan Agreement ") and entered into between (i) TI Africa Limited and TI Asia Limited, as Borrowers (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (2) the banks and financial institutions listed in Schedule 1 therein as Swap Banks, (iii) the Mandated Lead Arrangers as referred to therein and (v) ING Bank NV as Agent and Security Trustee, relating to a loan facility of up to US$220,000,000. Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.
We, being directors of the [TI Africa][TI Asia], hereby certify that:
1
Attached to this Certificate are audited accounts of the [TI Africa][TI Asia] for the financial year ending on [●] (the " Accounts ").
2
Set out below are the respective amounts, in US Dollars of (i) EBITDA and (ii) the aggregate of any net interest cost, guarantee commission and instalments payable by [TI AFRICA][TI ASIA] for the financial year ending on [●]:
 
US Dollars
EBITDA
[●]
Net interest cost, guarantee commission and instalments payable by [TI AFRICA][TI ASIA]
[●]
3
Accordingly, as at the date of this Certificate the financial covenants set out in Clause 12.5 ( Financial covenants ) of the Loan Agreement [are] [are not] complied with, in that as at [●] the Debt Service Cover Ratio for the financial year ending on [●] equals [●].
[or, as the case may be, specify in what respect the financial covenants are not complied with.]
4
As at [●] no Event of Default has occurred and is continuing.
[or, specify/identify any Event of Default]
The Market Value of the FSOs which are subject to a Mortgage is as follows as at [date]:

139     


Name of FSO
Name of shipbroker providing valuation
Market Value
FSO AFRICA
[●]
[●]
FSO ASIA
[●]
[●]

…………………………..……………………
Director  
[TI AFRICA LIMITED][TI ASIA LIMITED]
…………………………..……………………
Director  
[TI AFRICA LIMITED][TI ASIA LIMITED]

Note: Supporting Schedules to be attached.

140     


SCHEDULE 10     

141     


SCHEDULE 11     

FORM OF BUDGET

TI ASIA LTD - TI AFRICA LTD BUDGET
 
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
FULL YEAR
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL REVENUE
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Onhire Days
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL DAYS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TCE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE TCE
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Product Quality Bonus
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL OTH INC
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Opex
 
 
 
 
 
 
 
 
 
 
 
 
 
Opex/day
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mgt Fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Drydock/Special
 
 
 
 
 
 
 
 
 
 
 
 
 

142     


 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intrest Exp
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciations borrowing costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Overheads
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL RESULT
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00




143     


EXECUTION PAGES
BORROWERS

SIGNED by    ) /s/ Egied Verbeeck
) Egied Verbeeck
for and on behalf of    )
TI AFRICA LIMITED     )
in the presence of:    ) /s/ Hugo De Stoop
Hugo De Stoop



SIGNED by    ) /s/ Egied Verbeeck
) Egied Verbeeck
for and on behalf of    )
TI ASIA LIMITED     )
in the presence of:    ) /s/ Hugo De Stoop
Hugo De Stoop



LENDERS

SIGNED by    )
)
for and on behalf of    )
ABN AMRO BANK N.V.     )
in the presence of:    )
    


SIGNED by    )
)
for and on behalf of    )
ING BELGIUM SA/NV     )
in the presence of:    )




SWAP BANKS

SIGNED by    )
)
for and on behalf of    )
ABN AMRO BANK N.V.     )
in the presence of:    )







144     



EXECUTION PAGES
BORROWERS

SIGNED by    ) /s/ Lois K. Zobrocky
) Lois K. Zobrocky, Director
for and on behalf of    )
TI AFRICA LIMITED     )
in the presence of:    ) /s/ James I. Edelson
James I. Edelson



SIGNED by    ) /s/ Lois K. Zobrocky
) Lois K. Zobrocky, Director
for and on behalf of    )
TI ASIA LIMITED     )
in the presence of:    ) /s/ James I. Edelson
James I. Edelson



LENDERS

SIGNED by    )
)
for and on behalf of    )
ABN AMRO BANK N.V.     )
in the presence of:    )
    


SIGNED by    )
)
for and on behalf of    )
ING BELGIUM SA/NV     )
in the presence of:    )




SWAP BANKS

SIGNED by    )
)
for and on behalf of    )
ABN AMRO BANK N.V.     )
in the presence of:    )






145     



EXECUTION PAGES
BORROWERS

SIGNED by    )
)
for and on behalf of    )
TI AFRICA LIMITED     )
in the presence of:    )



SIGNED by    )
)
for and on behalf of    )
TI ASIA LIMITED     )
in the presence of:    )



LENDERS

SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ABN AMRO BANK N.V.     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB
    


SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ING BELGIUM SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB








146     


SWAP BANKS

SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ABN AMRO BANK N.V.     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB



SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ING BELGIUM SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


MANDATED LEAD ARRANGERS

SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ABN AMRO BANK N.V.     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB




SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ING BELGIUM SA/NV     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

147     




AGENT

SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ING BANK N.V.     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB





SECURITY TRUSTEE

SIGNED by    ) /s/ Philippos Arcoumanis
) Philippos Arcoumanis
for and on behalf of    ) Attorney-in-Fact
ING BANK N.V.     )
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

148     
Execution Form

Exhibit 4.32
Dated 29 March 2018

EURONAV NV
as Guarantor
and
ING BANK N.V.
as Security Trustee




GUARANTEE
relating to
a Loan Agreement dated 29 March 2018
for a facility of up to US$220,000,000





Index
Clause    Page
1 Interpretation    1
2 Guarantee    2
3 Liability as Principal and Independent Debtor    3
4 Expenses    3
5 Adjustment of Transactions    4
6 Payments    4
7 Interest    5
8 Subordination    5
9 Enforcement    6
10 Representations and Warranties    6
11 Undertakings    8
12 Judgments and Currency Indemnity    12
13 Set‑Off    12
14 Supplemental    13
15 Assignment    14
16 Notices    14
17 Invalidity of Loan Agreement or Master Agreements    15
18 Governing Law and Jurisdiction    16

Schedules

Schedule 1 Form of Certificate of Compliance 18

Execution

Execution Page 20








THIS GUARANTEE is made on 29 March 2018
BETWEEN
(1)
EURONAV NV , a company incorporated in Belgium whose registered office is located at De Gerlachekaai 20, B-2000 Antwerp 1, Belgium (the " Guarantor ")
(2)
ING BANK N.V. , a company incorporated in The Netherlands, acting through its office at Bijlmerplein 888, 1102 MG Amsterdam, The Netherlands (the " Security Trustee ", which expression includes its successors and assigns)
BACKGROUND
(A)
By a loan agreement dated 29 March 2018 and made between (i) TI Africa Limited and TI Asia Limited as joint and several borrowers (the “ Borrowers ”), (ii) the Mandated Lead Arrangers, (iii) the Lenders, (iv) the Swap Banks, (v) the Agent and (vi) the Security Trustee it was agreed that the Lenders would make available to the Borrowers a facility of up to US$220,000,000.
(B)
Pursuant to master agreements (on the 2002 ISDA form) each made or to be made between (i) a Borrower and (ii) a Swap Bank, the Borrowers and the Swap Banks may enter into Designated Transactions.
(C)
By the Loan Agreement, it was agreed that the Security Trustee would hold the Security Property (as defined in the Loan Agreement) on trust for (inter alia) the Lenders and the Swap Banks.
(D)
The execution and delivery to the Security Trustee of this Guarantee and the International Seaways Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.
IT IS AGREED as follows:
OPERATIVE PROVISIONS
1
INTERPRETATION
1.1
Defined expressions
Words and expressions defined in the Loan Agreement have the same meanings when used in this Guarantee unless the context otherwise requires.
1.2
Construction of certain terms
In this Guarantee:
" bankruptcy " includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.
“ Euronav Hong Kong Limited ”, a company incorporated under the laws of Hong Kong with registration number 1185174 whose registered office is at Room 2503-05, 25 th Floor, Harcourt House, No. 39 Gloucester Road, Wanchai Hong Kong (“ Euronav HK ”)
" Group " means the Guarantor and each of its subsidiaries.




" International Seaways Guarantee " means the several guarantee of the liabilities of the Borrowers in respect of the Term Loan executed by International Seaways in favour of the Security Trustee in Agreed Form.
" Limitation Removal Notice " means a notice duly executed by the Guarantor stating that it is a Limitation Removal Notice for the purpose of this Guarantee and otherwise in form and substance satisfactory to the Agent.
" Loan Agreement " means the loan agreement dated 29 March 2018 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Guarantor's consent or otherwise.
" Master Agreements " means each master agreement referred to in Recital (B) (including, in each case, all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under any such master agreement.
" Maximum Guarantee Amount " means, at any time, the amount of the Secured Liabilities outstanding at that time multiplied by the following percentage:
The amount outstanding under the Revolving Facility
The aggregate amount outstanding under the Facilities
" NOC " means North Oil Company, a private joint-stock company organised and existing under the laws of the State of Qatar, registered under no. 90333 and having its registered office at 7th Floor, The Gate Mall Tower 4, P.O. Box 21264, West Bay, Doha, State of Qatar.
1.3
Application of construction and interpretation provisions of Loan Agreement
Clauses 1.2, 1.5 and 1.6 of the Loan Agreement apply, with any necessary modifications, to this Guarantee.
2
GUARANTEE
2.1
Guarantee and indemnity
The Guarantor unconditionally and irrevocably:
(a)
guarantees the due payment of all amounts payable by the Borrowers under or in connection with the Loan Agreement, every other Finance Document and the Master Agreements;
(b)
undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrowers when payable; and
(c)
fully indemnifies the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or any other Creditor Party as a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been entitled to recover.
2.2
No limit on number of demands

2     


The Security Trustee may serve more than one demand under Clause 2.1 ( Guarantee and indemnity ).
2.3
Limitation of liability
Unless a Limitation Removal Notice has been delivered to the Security Trustee in accordance with Clause 11.21 ( Right to remedy breach of International Seaways Guarantee ), the maximum liability of the Guarantor under Clause 2.1 ( Guarantee and indemnity ) shall not exceed the Maximum Guarantee Amount.
2.4
Guarantee of whole amount
Without prejudice to the limit on the liability of the Guarantor set out in Clause 2.3 ( Limitation of liability ), this Guarantee shall be construed and take effect as a guarantee of all amounts due to the Creditor Parties or any of them under the Loan Agreement, the other Finance Documents and the Master Agreements.
3
LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR
3.1
Principal and independent debtor
The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.
3.2
Waiver of rights and defences
Without limiting the generality of Clause 3.1 ( Principal and independent debtor ), the Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:
(a)
any amendment or supplement being made to the Finance Documents or the Master Agreements (or any of them);
(b)
any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents or the Master Agreements (or any of them);
(c)
any release or loss of any right or Security Interest created by the Finance Documents or the Master Agreements (or any of them);
(d)
any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or
(e)
any other Finance Document or any Master Agreement or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.
4
EXPENSES
4.1
Costs of preservation of rights, enforcement etc.
The Guarantor shall pay to the Security Trustee on its demand all expenses incurred by the Security Trustee or any other Creditor Party in connection with any matter arising out of or relating to this Guarantee, including any advice, claim or proceedings relating to this Guarantee.

3     


4.2
Fees and expenses payable under Loan Agreement
Clause 4.1 ( Costs of preservation of rights, enforcement etc. ) is without prejudice to the Guarantor's liabilities for the Borrowers' obligations under clause 19 of the Loan Agreement ( fees and expenses ) and under similar provisions of other Finance Documents and the Master Agreements.
5
ADJUSTMENT OF TRANSACTIONS
5.1
Reinstatement of obligation to pay
The Guarantor shall pay to the Security Trustee on its demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of any Borrower or of another Security Party (or similar person) on the ground that the Loan Agreement or any Master Agreement, or a payment by any Borrower or of another Security Party, was invalid or on any similar ground.
6
PAYMENTS
6.1
Method of payments
Any amount due under this Guarantee shall be paid:
(a)
in immediately available funds;
(b)
to such account as the Security Trustee may from time to time notify to the Guarantor;
(c)
without any form of set‑off, cross‑claim or condition; and
(d)
free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.
6.2
Grossing-up for taxes
If the Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if the payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.
6.3
Tax Credit
A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Guarantor has made an increased payment under Clause 6.2 ( Grossing-up for taxes ) shall pay to the Guarantor a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Guarantor in respect of which the Guarantor made the increased payment Provided that :
(a)
the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;

4     


(b)
nothing in this Clause 6.3 ( Tax Credit ) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(c)
nothing in this Clause 6.3 ( Tax Credit ) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Guarantor had not been required to make a tax deduction from a payment;
(d)
any allocation or determination made by a Creditor Party under or in connection with this Clause 6.3 ( Tax Credit ) shall be conclusive and binding on the Guarantor and the other Creditor Parties;
(e)
nothing in this Clause 6.3 ( Tax Credit ) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate payment company (or any subsidiary thereof) or any computations in respect of tax; and
(f)
the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.
7
INTEREST
7.1
Accrual of interest
Unless interest on that same amount also accrues under the Loan Agreement or, as the case may be, a Master Agreement, any amount due under this Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid.
7.2
Calculation of interest
Interest under this Guarantee shall be calculated and accrue in accordance with clause 7 of the Loan Agreement.
7.3
Guarantee extends to interest payable under Loan Agreement
This Guarantee covers all interest payable under the Loan Agreement and the Master Agreements, including that payable under clause 7 of the Loan Agreement and section 2(e) of each Master Agreement.
8
SUBORDINATION
8.1
Subordination of rights of Guarantor
All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against any Borrower, any other Security Party or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and the Master Agreements; and in particular, the Guarantor shall not:
(a)
claim, or in a bankruptcy of any Borrower or any other Security Party prove for, any amount payable to the Guarantor by any Borrower or any other Security Party, whether in respect of this Guarantee or any other transaction;
(b)
take or enforce any Security Interest for any such amount;
(c)
claim to set-off any such amount against any amount payable by the Guarantor to any Borrower or any other Security Party; or

5     


(d)
claim any subrogation or other right in respect of any Finance Document or any Master Agreement or any sum received or recovered by any Creditor Party under a Finance Document or a Master Agreement.
9
ENFORCEMENT
9.1
No requirement to commence proceedings against Borrowers
Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement, any other Finance Document or any Master Agreement before claiming or commencing proceedings under this Guarantee.
9.2
Conclusive evidence of certain matters
As against the Guarantor:
(a)
any judgment or order of a court in England or Belgium in connection with the Loan Agreement and/or any Master Agreement; and
(b)
any statement or admission of any Borrower in connection with the Loan Agreement and/or any Master Agreement,
shall be binding and conclusive as to all matters of fact and law to which it relates.
9.3
Suspense account
The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of any Borrower or any other Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers' (or any of their) obligations under the Loan Agreement or, as the case may be, any Master Agreement.
10
REPRESENTATIONS AND WARRANTIES
10.1
General
The Guarantor represents and warrants to the Security Trustee as follows.
10.2
Status
The Guarantor is duly incorporated and validly existing and in good standing under the laws of Belgium.
10.3
Corporate power
The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
(a)
to execute this Guarantee; and
(b)
to make all the payments contemplated by, and to comply with, this Guarantee.
10.4
Consents in force

6     


All the consents referred to in Clause 10.3 ( Corporate power ) remain in force and nothing has occurred which makes any of them liable to revocation.
10.5
Legal validity
This Guarantee constitutes the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with its terms subject to any relevant insolvency laws affecting creditors' rights generally.
10.6
No conflicts
The execution by the Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:
(a)
any law or regulation;
(b)
the constitutional documents of the Guarantor; or
(c)
any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.
10.7
No withholding taxes
All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.
10.8
No default
To the knowledge of the Guarantor, no Event of Default or Guarantee Facility Event of Default or Potential Event of Default has occurred.
10.9
Information
All information which has been provided by or on behalf of the Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.2 ( Information provided to be accurate ); all audited and unaudited financial statements which have been so provided satisfied the requirements of Clause 11.4 ( Form of financial statements ); and there has been no material adverse change in the financial position or state of affairs of the Guarantor from that disclosed in the latest of those financial statements.
10.10
No litigation
No legal or administrative action involving the Guarantor has been commenced or taken or, to the Guarantor's knowledge, is likely to be commenced or taken which, in either case, would be likely to have a material adverse effect on the Guarantor's financial position or profitability.
11
UNDERTAKINGS
11.1
General
The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 ( Undertakings ) at all times during the Security Period, except as the Agent may, with the authority of the Majority Lenders, otherwise permit (such permission not to be

7     


unreasonably withheld or delayed in the case of Clause 11.12 ( No merger etc. ) or 11.13 ( Maintenance of ownership of Euronav Hong Kong Limited ).
11.2
Information provided to be accurate
All financial and other information which is provided by or on behalf of the Guarantor under or in connection with this Guarantee will be true and not misleading in all material respects and will not omit any material fact or consideration.
11.3
Provision of financial statements
To the extent the Security Trustee is unable to obtain copies from the Guarantor's website, the Guarantor will send to the Security Trustee:
(a)
as soon as possible, but in no event later than 180 days after the end of each financial year of the Guarantor, the audited consolidated accounts of the Group;
(b)
as soon as possible, but in no event later than 90 days after the end of each half-year in each financial year of the Guarantor unaudited consolidated balance sheet of the Group certified as to their correctness by the chief financial officer of the Guarantor; and every six months, together with the annual audited consolidated accounts and with every other balance sheet referred to in paragraphs (a) and (b), a compliance certificate signed by the chief financial officer of the Guarantor in the form attached as Schedule 1 (or in any other format which the Agent may approve) evidencing compliance with the financial undertakings in Clause 11.15 ( Financial Covenants ).
11.4
Form of financial statements
All accounts (audited and unaudited) delivered under Clause 11.3 ( Provision of financial statements ) will:
(a)
be prepared in accordance with all applicable laws and IFRS consistently applied;
(b)
give a true and fair view of the state of affairs of the Group at the date of those accounts and of profit for the period to which those accounts relate; and
(c)
fully disclose or provide for all significant liabilities of the Group.
11.5
Creditor notices
The Guarantor will send the Security Trustee, at the same time as they are despatched, copies of all material communications which are despatched to the Guarantor's creditors or any class of them.
11.6
Consents
The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:
(a)
for the Guarantor to perform its obligations under this Guarantee; and
(b)
for the validity or enforceability of this Guarantee,
and the Guarantor will comply with the terms of all such consents.

8     


11.7
Notification of litigation
The Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Guarantor as soon as such action is instituted or it becomes apparent to the Guarantor that it is likely to be instituted, unless the legal or administrative action is not material in the context of this Guarantee.
11.8
Notification of default
The Guarantor will notify the Security Trustee as soon as the Guarantor becomes aware of the occurrence of an Event of Default or a Potential Event of Default and will thereafter keep the Security Trustee fully up-to-date with all developments.
11.9
Maintenance of status
The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of Belgium.
11.10
Negative undertakings
The Guarantor will not change its principal activity from its current industrial sector at the date of this Guarantee or operate outside the scope of its Articles of Association.
11.11
No disposal of assets, change of business
The Guarantor will not, and shall procure that none of its subsidiaries will:
(a)
transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business; or
(b)
make any substantial change to the nature of its business from that existing at the date of this Guarantee.
11.12
No merger etc.
The Guarantor shall not enter into any form of merger, sub-division, amalgamation or other reorganisation which would have a material adverse effect on the financial position of the Guarantor or cause a breach by the Guarantor under this Guarantee after taking into account the effects of such merger, sub-division, amalgamation or other reorganisation. For the avoidance of doubt, this clause 11.12 shall not prohibit the merger with Gener8 as announced publicly on 21 December 2017.
11.13
Maintenance of ownership of Euronav HK
The Guarantor shall remain the legal holder and direct or indirect owner of all of the issued and allotted share capital of Euronav HK, free from any Security Interest.
11.14
Maintenance of ownership of Borrowers
The Guarantor shall procure that Euronav HK remains the legal holder and direct beneficial owner of 50 per cent. of the issued and allotted share capital of each of the Borrowers, free from any Security Interest provided that share transfers in respect of the shares in each Borrower shall be permitted in accordance with clause 12.4 of the Loan Agreement.

9     


11.15
Financial Covenants
The Guarantor will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that:
(a)
Consolidated Working Capital shall not be less than $0;
(b)
Free Liquid Assets are not less than the higher of:
(i)
$50,000,000;
(ii)
5 per cent. of Total Indebtedness;
(c)
the amount of Cash shall equal or exceed US$30,000,000; and
(d)
the ratio of Stockholders’ Equity to Total Assets is not less than 30 per cent.
In this Clause 11.15 ( Financial Covenants ):
" Cash " means, at any date of determination under this Guarantee, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time;
" Consolidated Current Assets " means, at any date of determination under this Guarantee, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months;
" Consolidated Current Liabilities " means, at any date of determination under this Guarantee, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
" Consolidated Working Capital " means Consolidated Current Assets less Consolidated Current Liabilities;
" Free Liquid Assets " means, at any date of determination under this Guarantee, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to the Finance Documents) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months;
" Latest Balance Sheet " means, at any date, the consolidated balance sheet of the Group most recently delivered to the Agent pursuant to Clause 11.3 ( Provision of Financial Statements) and/or most recently made publicly available;
" Stockholders' Equity " means, at any date of determination under this Guarantee, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;

10     


" Total Assets " means, at any date of determination under this Guarantee, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and
" Total Indebtedness " means, at any date of determination under this Guarantee, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short-term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.
11.16
Compliance with Sanctions Laws
The Guarantor shall:
(a)
ensure that neither it, nor any of its subsidiaries is or will become a Restricted Party;
(b)
use reasonable endeavours to procure that no director, officer, employee, agent or representative of it or any of its respective subsidiaries is or will become a Restricted Party; and
(c)
procure that no proceeds of any Tranche shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner for a purpose prohibited by Sanctions Laws.
11.17
Compliance with Service Contracts
The Guarantor shall procure that the Borrowers comply with their obligations under the Service Contracts.
11.18
Maintenance of Borrower Status
The Guarantor shall procure that neither Borrower carries on any business other than the ownership, chartering and operation of the FSO owned by it.
11.19
Compliance with laws
The Guarantor shall comply in all material respects with all applicable laws and regulations to which it may be subject.
11.20
Repair and classification
The Guarantor shall procure that the FSOs owned by the Borrowers are maintained in a good and safe condition and state of repair:
(a)
consistent with first-class ship ownership and management practice;
(b)
so as to maintain that FSO's class as referred to in the relevant Service Contract (namely segregated ballast tanks Floating, Storage and Offloading Facility with class notation +A1 (SBT) (FSO) (DH) (S)20 with America Bureau of Shipping, Lloyd's Register, Bureau Veritas or Det Norske Veritas) free of overdue recommendations and conditions affecting that FSO's class; and
(c)
so as to comply with all laws and regulations applicable to vessels registered at ports in the Approved Flag or to vessels operating or trading to any jurisdiction to which that FSO may trade from time to time, including but not limited to the ISM Code and the ISPS Code.

11     


11.21
Maintenance of status
The Guarantor shall maintain its listings on the First Market of Euronext Brussels and the New York Stock Exchange or such other reputable international stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed.
11.22
Right to remedy breach of International Seaways Guarantee
If for any reason and at any time International Seaways is in breach of any of the terms of the International Seaways Guarantee:
(a)
the Security Trustee shall notify the Guarantor of such breach;
(b)
the Guarantor may remedy such breach at any time no later than 30 days after the date of the Security Trustee's notice by delivering a duly executed Limitation Removal Notice on the Security Trustee together with reasonable evidence that the Guarantor's execution of the Limitation Removal Notice has been duly authorised by it.
12
JUDGMENTS AND CURRENCY INDEMNITY
12.1
Judgments relating to Loan Agreement or Master Agreements
This Guarantee shall cover any amount payable by the Borrowers (or any of them) under or in connection with any judgment relating to the Loan Agreement or any Master Agreement.
12.2
Currency indemnity
In addition, clause 20.4 ( currency indemnity ) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.
13
SET‑OFF
13.1
Application of credit balances
Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing or a Guarantee Facility Event of Default which is continuing, with prior notice:
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Guarantor to that Creditor Party under this Guarantee; and
(b)
for that purpose:
(i)
break, or alter the maturity of, all or any part of a deposit of the Guarantor;
(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars; and
(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned reasonably considers appropriate.
13.2
Existing rights unaffected

12     


No Creditor Party shall be obliged to exercise any of its rights under Clause 13.1 ( Application of credit balances ); and those rights shall be without prejudice and in addition to any right of set‑off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
13.3
Sums deemed due to a Lender
For the purposes of this Clause 13 ( Set-Off ), a sum payable by the Guarantor to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to that Lender.
14
SUPPLEMENTAL
14.1
Continuing guarantee
This Guarantee shall remain in force as a continuing security at all times during the Security Period.
14.2
Rights cumulative, non-exclusive
The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.
14.3
No impairment of rights under Guarantee
If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.
14.4
Severability of provisions
If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.
14.5
Guarantee not affected by other security
This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with the Loan Agreement and/or any Master Agreement.
14.6
Guarantor bound by Loan Agreement
The Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement which are applicable to the Guarantor as if those provisions had been set out (with any necessary modifications) in this Guarantee.
14.7
Applicability of provisions of Guarantee to other Security Interests
Any Security Interest which the Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 ( Liability as Principal and Independent Debtor ) and 17

13     


( Invalidity of Loan Agreement or Master Agreements ) shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 ( Liability as Principal and Independent Debtor ) and 17 ( Invalidity of Loan Agreement or Master Agreements ).
14.8
Applicability of provisions of Guarantee to other rights
Clauses 3 ( Liability as Principal and Independent Debtor ) and 17 ( Invalidity of Loan Agreement or Master Agreements ) shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 ( Liability as Principal and Independent Debtor ) and 17 ( Invalidity of Loan Agreement or Master Agreements )), which refers to this Guarantee.
14.9
Third party rights
A person (other than a Creditor Party) who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.
15
ASSIGNMENT
15.1
Assignment by Security Trustee
The Security Trustee may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan Agreement.
16
NOTICES
16.1
Notices to Guarantor
Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:
De Gerlachekaai 20
B-2000 Antwerp
Belgium
Fax No: +323 247 44 19
Attn: Chief Financial Officer
or to such other address which the Guarantor may notify to the Security Trustee.
16.2
Application of certain provisions of Loan Agreement
Clauses 33.3, 33.4 and 33.5 of the Loan Agreement apply to any notice or demand under or in connection with this Guarantee.
16.3
Validity of demands
A demand under this Guarantee shall be valid notwithstanding that it is served:
(a)
on the date on which the amount to which it relates is payable by the Borrowers (or any of them) under the Loan Agreement or, as the case may be, a Master Agreement;

14     


(b)
at the same time as the service of a notice under clause 18.2 ( actions following an Event of Default ) of the Loan Agreement;
and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement and/or any Master Agreement without specifying a particular sum or aggregate sum.
16.4
Notices to Security Trustee
Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.
17
INVALIDITY OF LOAN AGREEMENT OR MASTER AGREEMENTS
17.1
Invalidity of Loan Agreement
In the event of:
(a)
the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or
(b)
without limiting the scope of paragraph (a), a bankruptcy of any Borrower, the introduction of any law or any other matter resulting in any Borrower being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),
this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or the Borrowers had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrowers had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.
17.2
Invalidity of Master Agreements or Finance Documents
Clause 17.1 ( Invalidity of Loan Agreement ) also applies to each Master Agreement and each of the other Finance Documents to which any Borrower is a party.
18
GOVERNING LAW AND JURISDICTION
18.1
English law
This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.
18.2
Exclusive English jurisdiction
Subject to Clause 18.3 ( Choice of forum for the exclusive benefit of the Security Trustee ), the courts of England shall have exclusive jurisdiction to settle any Disputes.

15     


18.3
Choice of forum for the exclusive benefit of the Security Trustee
Clause 18.2 ( Exclusive English jurisdiction ) is for the exclusive benefit of the Security Trustee, which reserves the rights:
(a)
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that matter; and
(b)
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
The Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.
18.4
Process agent
The Guarantor irrevocably appoints Euronav (UK) Agencies Ltd. at its registered office for the time being, presently at Moreau House, 3rd Floor, 116 Brompton Road, London SW3 1JJ, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Guarantee.
18.5
Creditor Parties' rights unaffected
Nothing in this Clause 18 ( Governing Law and Jurisdiction ) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
18.6
Meaning of "proceedings"
In this Clause 18 ( Governing Law and Jurisdiction ), " proceedings " means proceedings of any kind, including an application for a provisional or protective measure and a " Dispute " means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in connection with this Guarantee).

This Guarantee has been entered into on the date stated at the beginning of this Guarantee.


16     




17     


SCHEDULE 1     

FORM OF CERTIFICATE OF COMPLIANCE
To:    ING Bank N.V.
Bijlmerplein 88
1102 MG Amsterdam
The Netherlands
From:    Euronav NV
OFFICER'S CERTIFICATE
This Certificate is rendered pursuant to clause 11.3(c) of the guarantee dated [●] 2018 (the " Guarantee ") and executed by ourselves, Euronav NV, as Guarantor in favour of ING Bank N.V. as security trustee relating to a loan facility of US$220,000,000. Words and expressions defined in the Guarantee shall have the same meanings when used herein.
I, the Chief Financial Officer of the Guarantor, hereby certify that:
1
Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Group for the financial year ending on [ l ]] [unaudited consolidated balance sheet of the Group in relation to the [first] [second] six months of the financial year ending on [ l ]] (the "Accounts").
2
Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets and Total Indebtedness of the Group as at [ l ]:
 
US Dollars
Cash
[ l ]
Consolidated Current Assets
[ l ]
Consolidated Current Liabilities
[ l ]
Free Liquid Assets
[ l ]
Stockholders' Equity
[ l ]
Total Assets
[ l ]
Total Indebtedness
[ l ]

3
Accordingly, as at the date of this Certificate the financial covenants set out in clause 11.15 ( Financial Covenants ) of the Guarantee [are] [are not] complied with, in that as at [ l ]:
(a)
Consolidated Working Capital is US$[ l ];
(b)
Free Liquid Assets are US$[ l ];
(c)
Cash is US$[ l ]; and
(d)
the ratio of Stockholders' Equity to Total Assets is [ l ] per cent.;
[or, as the case may be, specify in what respect any of the financial covenants are not complied with.]

18     


4
As at [ l ] no Event of Default has occurred and is continuing and no Guarantee Facility Event of Default has occurred and is continuing.
[or, specify/identify any Event of Default]





…………………………..……………………
Chief Financial Officer
EURONAV NV
Note: Supporting Schedules to be attached.


19     




20     


EXECUTION PAGE

GUARANTOR
SIGNED by    ) /s/ Egied Verbeeck /s/ Hugo De Stoop
for and on behalf of    ) Egied Verbeeck Hugo De Stoop
EURONAV NV     )
in the presence of:    ) /s/ Roeland Neyrinck
Roeland Neyrinck





SECURITY TRUSTEE
SIGNED by    ) /s/ Philippos Arcoumanis
for and on behalf of    ) Philippos Arcoumanis
ING BANK N.V.     ) Attorney-in-Fact
in the presence of:    ) /s/ Sebastian Lello
Sebastian Lello
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


21     

Exhibit 8.1
Euronav NV Subsidiaries
 
 
 
 
Name of Subsidiary
 
Jurisdiction of
Incorporation or
Organization
Euronav (UK) Agencies Limited
 
          UK
Euronav Luxembourg SA
 
          Luxembourg
Euronav SAS
 
          France
Euronav Ship Management SAS
 
          France
Euronav Ship Management (Hellas) Ltd.
 
          Liberia
Euronav Hong Kong Limited
 
          Hong Kong
Euronav Singapore Pte. Ltd.
 
          Singapore
E.S.M.C. Euro-Ocean Ship Management (Cyprus) Ltd.
 
          Cyprus
Euronav Shipping NV
 
          Belgium
Euronav Tankers NV
 
          Belgium
Fiorano Shipholding Limited
 
          Hong Kong
Larvotto Shipholding Limited
 
          Hong Kong
Euronav MI Inc.
 
          Marshall Islands
Marhare
 
Joint ventures
 
 
Kingswood Co. Ltd.
 
          Marshall Islands
Seven Seas Shipping Ltd.
 
          Marshall Islands
TI Africa Limited
 
          Hong Kong
TI Asia Limited
 
          Hong Kong
Tankers Agencies (UK) Ltd
 
          UK
Tankers International LLC
 
          Marshall Islands



Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER


I, Patrick Rodgers, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 17, 2018



/s/ Patrick Rodgers     




Patrick Rodgers
Chief Executive Officer (Principal Executive Officer)




Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER


I, Hugo De Stoop, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) and 15d-15(f) for the Company and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 17, 2018



/s/ Hugo De Stoop                       




Hugo De Stoop
Chief Financial Officer (Principal Financial Officer)




Exhibit 13.1



PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the “Company”) on Form 20-F for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Patrick Rodgers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.


Date: April 17, 2018



/s/ Patrick Rodgers     
Patrick Rodgers
Chief Executive Officer (Principal Executive Officer)








Exhibit 13.2


PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the “Company”) on Form 20-F for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Hugo De Stoop, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.


Date: April 17, 2018



/s/ Hugo De Stoop                                      
Hugo De Stoop
Chief Financial Officer (Principal Financial Officer)








Exhibit 15.1

DREWRYA05.JPG




April 17, 2018

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Ladies and Gentlemen:

Reference is made to the annual report on Form 20-F of Euronav NV (the “Company”) for the year ended December 31, 2017 (the “Annual Report”) and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the “Registration Statement”). We hereby consent to the incorporation by reference in the Registration Statement of all references to our name in the Annual Report and to the use of the statistical information supplied by us set forth in the section of the Annual Report entitled “The International Oil Tanker Shipping Industry.” We further advise the Company that our role has been limited to the provision of such statistical data supplied by us. With respect to such statistical data, we advise you that:

(1) we have accurately described the tanker shipping industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented; and

(2) our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the tanker shipping industry.

We hereby consent to the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and any related prospectus.


Yours faithfully,


/s/ Nigel Gardiner


Nigel Gardiner
Group Managing Director
Drewry Shipping Consultants Ltd


Exhibit 15.2
EMAA06.JPG


April 17, 2018

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Ladies and Gentlemen:

Reference is made to the annual report on Form 20-F of Euronav NV (the “Company”) for the year ended December 31, 2017 (the “Annual Report”) and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the “Registration Statement”). We hereby consent to the incorporation by reference in the Registration Statement of all references to our name in the Annual Report and to the use of the statistical information supplied by us set forth in the section of the Annual Report entitled “Overview of the Offshore Oil and Gas Industry.” We further advise the Company that our role has been limited to the provision of such statistical data supplied by us. With respect to such statistical data, we advise you that:
(1) we have accurately described the offshore oil and gas industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented; and
(2) our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the offshore oil and gas industry.
We hereby consent to the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and any related prospectus.


Yours faithfully,



/s/ David Boggs
David Boggs, Managing Director
Energy Maritime Associates







Exhibit 15.3
Consent of Independent Registered Public Accounting Firm
The Board of Directors of Euronav NV:
We consent to the incorporation by reference in the registration statement (No. 333 210849) on Form F-3 of Euronav NV of our report dated April 17, 2018, with respect to the consolidated statements of financial position of Euronav NV and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the effectiveness of internal control over financial reporting as of December 31, 2017, which report appears in the December 31, 2017 annual report on Form 20-F of Euronav NV.

KPMG Bedrijfsrevisoren – Réviseurs d'Entreprises Burg. CVBA



Götwin Jackers
Bedrijfsrevisor / Réviseur d’Entreprises

Zaventem, BELGIUM
April 17, 2018







 
Document Classification: KPMG Confidential
1



Exhibit 15.4
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
 
 
 
 
 
TELEPHONE:  (212)  574-1200
 
901 K STREET, NW
FACSIMILE:  (212) 480-8421
 
WASHINGTON, D.C. 20001
WWW.SEWKIS.COM
 
TELEPHONE:  (202) 737-8833
 
 
FACSIMILE:  (202) 737-5184



    
    


April 17, 2018

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium


Re:      Euronav NV
Ladies and Gentlemen:
Reference is made to the annual report on Form 20-F of Euronav NV (the “Company”) for the year ended December 31, 2017 (the “Annual Report”) and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the “Registration Statement”). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section “Item 10. Additional Information-E. Taxation” and to the incorporation by reference of the same in the Registration Statement, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement.

Very truly yours,
/s/ Seward & Kissel LLP

 





Exhibit 15.5
 

ARGOA05.JPG

April 17, 2018


Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium


Re:    Euronav NV
Ladies and Gentlemen:
Reference is made to the annual report on Form 20-F of Euronav NV (the “Company”) for the year ended December 31, 2017 (the “Annual Report”) and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the “Registration Statement”). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section “Item 10. Additional Information—E. Taxation” and to the incorporation by reference of the same in the Registration Statement, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement.
Very truly yours,
/s/ Nico Gossens