Private & Confidential Dated 25 February 2020 FLEX LNG AMBER LIMITED FLEX LNG AURORA LIMITED FLEX FREEDOM LIMITED FLEX LNG RELIANCE LIMITED FLEX LNG RESOLUTE LIMITED as Borrowers arranged by ABN AMRO BANK N.V., OSLO BRANCH CITIBANK N.A., LONDON BRANCH...
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Private & Confidential Dated 25 February 2020 FLEX LNG AMBER LIMITED FLEX LNG AURORA LIMITED FLEX FREEDOM LIMITED FLEX LNG RELIANCE LIMITED FLEX LNG RESOLUTE LIMITED as Borrowers arranged by ABN AMRO BANK N.V., OSLO BRANCH CITIBANK N.A., LONDON BRANCH COMMONWEALTH BANK OF AUSTRALIA CREDIT SUISSE AG DEUTSCHE BANK AG with ABN AMRO BANK N.V. , OSLO BRANCH NORDEA BANK ABP, FILIAL I NORGE as Bookrunners ABN AMRO BANK N.V. , OSLO BRANCH as ECA Co-ordinator NORDEA BANK ABP, FILIAL I NORGE as KEXIM Agent NORDEA BANK ABP, FILIAL I NORGE as Agent and NORDEA BANK ABP, FILIAL I NORGE as Security Agent guaranteed by FLEX LNG LTD and FLEX LNG FLEET LIMITED FACILITY AGREEMENT FOR UP TO $629,000,000 TERM LOAN FACILITY BD-#34696673-v11
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THIS FACILITY AGREEMENT is dated ___25 February 2020 and made between: (1) THE ENTITIES listed in Schedule 1 (The Original Parties and Commitments) as borrowers (the "Borrowers" and each a "Borrower"); (2) FLEX LNG FLEET LIMITED, a company incorporated and existing under the laws of Bermuda, having company registration no. 52351, whose registered office is at Par-la-Xxxxx Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx (the "Intermediate Parent"); (3) FLEX LNG LTD., a company incorporated and existing under the laws of Bermuda, having company registration no. 52644, whose registered office is at Par-la-Xxxxx Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx (the "Ultimate Parent", and together with the Intermediate Parent, the "Guarantors" and each a "Guarantor"); (4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as commercial facility lenders (the "Original Commercial Facility Lenders"); (5) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as KEXIM facility lenders (the "Original KEXIM Facility Lenders"); (6) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as KEXIM guaranteed facility lenders (the "Original KEXIM Guaranteed Facility Lenders"); (7) ABN AMRO BANK N.V., OSLO BRANCH, CITIBANK N.A., LONDON BRANCH, COMMONWEALTH BANK OF AUSTRALIA, CREDIT SUISSE AG, DEUTSCHE BANK AG as mandated lead arrangers (the "Arrangers"); (8) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as hedging providers (each a "Hedge Provider", jointly the "Hedge Providers"); (9) ABN AMRO BANK N.V., OSLO BRANCH as ECA co-ordinator (the "ECA Co-ordinator"); (10) NORDEA BANK ABP, FILIAL I NORGE as KEXIM agent (the "KEXIM Agent"); (11) ABN AMRO BANK N.V., OSLO BRANCH and NORDEA BANK ABP, FILIAL I NORGE as bookrunners (the "Bookrunners"); (12) NORDEA BANK ABP, FILIAL I NORGE as facility agent of the other Finance Parties (in such capacity, the "Agent"); and (13) NORDEA BANK ABP, FILIAL I NORGE as security agent of the other Finance Parties (in such capacity, the "Security Agent"). IT IS AGREED as follows: Section 1 - Interpretation 1 Definitions and Interpretation 1.1 Definitions In this Agreement, unless the context otherwise requires: "Accordion Lender" has the meaning given to that term in Clause 2.5 (Accordion option). "Account Bank" means DNB Bank ASA or the Agent, as relevant. "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. BD-#34696673-v11 1
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"Agreement" means this facility agreement, as it may be amended, supplemented and varied from time to time, including its Schedules and any Transfer Certificate. "Alternative Vessels" means each of the vessels (to be built by the relevant Yard under the relevant Shipbuilding Contract) described in Schedule 7 (Vessels) and "Alternative Vessel" means either of them. "Annex VI" means Xxxxx XX of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto. "Approved Broker" means each of Fearnleys, Xxxxxxxxx Platou, Nordic Shipping, Affinity, Braemar ACM Valuations Ltd., Xxxxxxx Xxxxxx Xxxxx or such other independent and internationally reputable shipbroker(s) as may be approved in writing by the Agent. "Approved Manager" means: (a) Xxxxxxxx Xxxxxxx Shipmanagement; (b) Flex LNG Fleet Management AS; (c) any company within the Group, other than Flex LNG Fleet Management AS; or (d) any other management company acceptable to the Majority Lenders from time to time as the technical and/or commercial manager of a Vessel, such consent not to be unreasonably withheld or delayed. "Approved Ship Registry" means each of the Xxxxxxxx Islands, the Norwegian International Ship Registry (NIS), Liberia or such other international ship registry as may be approved in writing by all the Lenders. "Approved Classification Society" means each of DNV GL, Lloyds Register, American Bureau of Shipping (ABS), Bureau Veritas or such other IACS classification society as may be pre-approved in writing by all the Lenders, such approval not to be unreasonably withheld or delayed. “Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. "Assignment of Hedging Claims" means a first priority assignment granted or to be granted by each Borrower in favour of the Security Agent (on behalf of the Finance Parties) of each Borrower's rights, titles and interests under any Hedging Agreements related to this Facility, to be in form and substance acceptable to the Security Agent. "Authorisations" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "Availability Period" means in relation to each Loan (a) for Vessels with a Scheduled Delivery Date (as indicated in Schedule 7 (Vessels) during 2020), 31 December 2020 and (b) for Vessels with a Scheduled Delivery Date (as indicated in Schedule 7 (Vessels) during 2021), 30 June 2021 (or such later date as may be approved by the Lenders). "Available Commitment" means a Lender's Commitment minus the amount of its participation in any outstanding Loans. "Bail-In Action" means the exercise of any Write-down and Conversion Powers. "Bail-In Legislation" means: (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and BD-#34696673-v11 2
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(b) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation. "Break Costs" means the amount (if any) by which: (a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or part of its participation in a Loan or Unpaid Sum to the last day of the then current Interest Period in respect of a Loan or Unpaid Sum, had the principal amount or Unpaid Sum 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. "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Amsterdam, Seoul, New York and Oslo (or any other relevant place of payment under Clause 29 (Payment mechanics)). "Change of Control" means the occurrence of any of the following events: (a) any company controlled directly or indirectly by the Xxxx Xxxxxxxxxx Family ceases to own directly minimum (i) 25% of the shares and the voting rights of the Ultimate Parent prior to the Final Maturity Date relating to the Commercial Facility or (ii) 20% of the shares and the voting rights of the Ultimate Parent thereafter until the 8th anniversary of the Delivery Date of the final Vessel; or (b) without the prior written approval of the Lenders, any individual person or more persons acting in concert (other than any company controlled directly or indirectly by the Xxxx Xxxxxxxxxx Family) have 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 Ultimate Parent or becomes owners of 1/3 or more of the voting shares of the Ultimate Parent; or (c) the Ultimate Parent ceases to own directly 100% of the shares in the Intermediate Parent; or (d) the Intermediate Parent ceases to own directly 100% of the shares in each of the Borrowers, excluding in the event of a disposal of such shares in accordance with Clause 7.2 (Disposal or Total Loss), in which case that Clause shall apply. "Charged Property" means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject of the Security Documents. "Code" means the US Internal Revenue Code of 1986 (as amended). "COFR" means the U.S. Certificate of Financial Responsibility program (as in effect from time to time), based on the U.S. Oil Pollution Act of 1980. "Commercial Facility" means the term loan facility made available by the Commercial Facility Lenders under this Agreement as described in Clause 2 (The Facility) and which shall include any increase made pursuant to Clause 2.5 (Accordion option). "Commercial Facility Commitment" means: (a) in relation to an Original Commercial Facility Lender, the amount set opposite its name under the heading "Commercial Facility Commitment" in Schedule 1 (The Original Parties and Commitments) and the amount of any other Commercial Facility BD-#34696673-v11 3
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Commitment (including by virtue of Clause 2.5 (Accordion option)) transferred to it under this Agreement; and (b) in relation to any other Commercial Facility Lender, the amount of any Commercial Facility Commitment (including by virtue of Clause 2.5 (Accordion option)) transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "Commercial Facility Lender" means: (a) the Original Commercial Facility Lenders; (b) any Accordion Lender; and (c) any bank or financial institution which has become a Party as a commercial facility lender in accordance with Clause 25 (Changes to the Parties), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "Commercial Facility Loan" means an advance of the Commercial Facility Commitments being the Relevant Percentage in relation to the Commercial Facility of a Loan or the principal amount outstanding for the time being of that advance. "Commercial Facility Majority Lenders" means subject to the proviso hereto: (a) if there are no Commercial Facility Loans outstanding, a Commercial Facility Lender or Commercial Facility Lenders whose Commercial Facility Commitments aggregate equal to or more than 66 2/3% of the Total Commercial Facility Commitments (or, if the Total Commercial Facility Commitments have been reduced to zero, aggregated equal to or more than 66 2/3% of the Commercial Facility Commitments immediately prior to the reduction); or (b) at any other time, a Commercial Facility Lender or Commercial Facility Lenders whose participations in the Commercial Facility Loans then outstanding aggregate equal to or more than 66 2/3% of the Commercial Facility Loans then outstanding. "Commitment" means, in relation to a Lender, its Commercial Facility Commitment, its KEXIM Facility Commitment and its KEXIM Guaranteed Facility Commitment. "Compliance Certificate" means a certificate substantially in the form as set out in Schedule 5 (Form of Compliance Certificates). "Confidential Information" means all information relating to the Obligors, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either: (a) the Obligors or any of their respective advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Obligors or any of their advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36.1 (Confidential Information); or BD-#34696673-v11 4
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(ii) is identified in writing at the time of delivery as non-confidential by the Obligor or any of its advisers; or (iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Obligor and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. "Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. "Delivery Date" means the date on which a Vessel is actually delivered, by passing of risk and title, to the relevant Borrower under the relevant Intermediate MOA, expected to occur on or about the relevant Scheduled Delivery Date (as indicated in Schedule 7 (Vessels)). "DOC" means, in relation to any technical Manager of a Vessel, a valid document of compliance issued to the technical Manager pursuant to paragraph 13.2 of the ISM Code. "Drawdown Date" means the Business Day on which a Borrower has requested drawdown of a Loan pursuant to this Agreement or, as the context requires, the date on which the drawdown is actually made. "Drawdown Notice" means a notice substantially in the form set out in Schedule 3 (Form of Drawdown Notice). "Earnings" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower and which arise out of the use of or operation of a Vessel, including (but not limited to): (a) all freight, hire and passage moneys payable to a Borrower, including (without limitation) payments of any nature under a charterparty or any other agreement for the employment, use, possession, management and/or operation of a Vessel; (b) any claim under any guarantees related to freight and hire payable to a Borrower as a consequence of the operation of a Vessel; (c) compensation payable to a Borrower in the event of any requisition of a Vessel or for the use of a Vessel by any government authority or other competent authority; (d) remuneration for salvage, towage and other services performed by a Vessel payable to a Borrower; (e) demurrage and retention money receivable by a Borrower in relation to a Vessel; (f) all moneys which are at any time payable under the Insurances in respect of loss of earnings; (g) any damages for breach (or payments for variation or termination) of any contract of employment of a Vessel payable to a Borrower; (h) if and whenever a Vessel is employed on terms whereby any moneys falling within paragraphs (a) to (f) above (both inclusive) 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 such Vessel; and (i) any other money whatsoever due or to become due to a Borrower from third parties in relation to a Vessel, or otherwise. BD-#34696673-v11 5
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"Earnings Accounts" means the Borrowers' bank accounts, into which all Earnings are to be paid, to be held with the Account Bank, and to be subject to the relevant Security Agreement. "ECA Commitments" means, the aggregate of the KEXIM Facility Commitments and the KEXIM Guaranteed Facility Commitments, being $379,000,000 as at the date of this Agreement. "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. "Environmental Approval" means any permit, licence, consent, approval and other Authorisations and the filing of any notification, report or assessment required under any Environmental Law for the operation of a Vessel. "Environmental Claim" means any claim, proceeding or investigation by any party in respect of any Environmental Law or Environmental Approval. "Environmental Law" means any law, regulation, convention or treaty applicable to an Obligor and which relates to the pollution or protection of the environment or to the carriage of material which is capable of polluting the environment. "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time. "Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default). "Facilities" means the Commercial Facility, the KEXIM Facility and the KEXIM Guaranteed Facility and "Facility" means any of them. "FATCA" means: (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. "FATCA Application Date" means: (a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; (b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA. "FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA. "FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction. "Fee Letter" means any letter or letters dated on or about the date of this Agreement between: BD-#34696673-v11 6
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(a) the Agent (on behalf of any other Finance Parties) and a Borrower; and (b) the Agent (for itself) and a Borrower, in each case, setting out any of the fees referred to in Clause 11 (Fees). "Final Maturity Date" means, subject to Clause 29.7 (Business Days): (a) in respect of each Commercial Facility Loan, the earliest of (i) the date falling 60 months after the Drawdown Date in respect of the final Loan or (ii) 30 November 2025, provided that if the Commercial Facility has been refinanced or restructured in a manner approved under Clause 7.9 (Commercial Facility) such Final Maturity Date shall be the final repayment date in respect of that Commercial Facility Loan following such refinancing or restructuring; or (b) in respect of a KEXIM Facility Loan, the earlier of (i) the date falling 144 months after the Drawdown Date in respect of the Loan of which it forms part or (ii) 30 November 2032; or (c) in respect of a KEXIM Guaranteed Facility Loan, the earlier of (i) the date falling 72 months after the Drawdown Date in respect of the Loan of which it forms part or (ii) 30 November 2026. "Finance Documents" means (a) this Agreement; (b) any Fee Letter; (c) the Security Documents; (d) each Hedging Agreement, other than in respect of Clause 35 (Amendments and Waivers), Clause 37 (Counterparts) and (in relation to any communications between the Borrowers and the Hedge Providers) Clause 31 (Notices); and (e) any other document designated as such by the Agent and the Borrowers. "Finance Party" means any or all of the Lenders, the Agent, the Security Agent, the Arrangers, the Hedge Providers, any Bookrunner, the ECA Co-ordinator or the KEXIM Agent. "Financial Indebtedness" means any indebtedness for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with US GAAP, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account); BD-#34696673-v11 7
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(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; (h) any amount of any liability under a deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 60 days after the date of supply; (i) 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 US GAAP; and (j) (without double-counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above. "General Assignment" means a first priority assignment granted or to be granted by each Borrower in favour of the Security Agent (on behalf of the Finance Parties) of any of the Borrowers' rights, titles and interests to (i) any Earnings, (ii) Insurances and (iii) in respect of any charterparty for any Vessel with a firm term (excluding options) exceeding twelve (12) months, its rights, titles and interests to same, to be in form and substance acceptable to the Security Agent. "Green Passport" means a document listing all potential hazardous materials on board the relevant Vessel as further described by the relevant Vessel's classification society and/or the International Maritime Organization (IMO), hereunder an Inventory of Hazardous Materials as described thereby. "Group" means the Ultimate Parent and its Subsidiaries from time to time. "Group Member" means any Obligor and any other entity which is part of the Group. "Guarantee" means the unconditional and irrevocable guarantee and indemnity provided by the each of the Guarantors pursuant to Clause 17 (Guarantee and indemnity). "Hedging Agreement" means any master agreement, confirmation, schedule or other agreement entered or to be entered into by any Borrower and any Hedge Provider to hedge liabilities relating to the Agreement. "Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary. "Increase Confirmation" means a confirmation certificate substantially in the form as set out in Schedule 9 (Form of Increase Confirmation) or any other form agreed between the Agent and the Borrowers. "Insurance Report" means a report with respect to the Insurances, with a form, scope and conclusion acceptable to the Lenders, and from a firm of marine insurance brokers acceptable to the Lenders. "Insurances" means, in relation to any Vessel, all insurance policies and contracts of insurance (which expression includes all entries of any Vessel in a protection and indemnity or war risk association) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of any Borrower (whether in the sole name of a Borrower or in the joint names of the Obligors and any other person) in respect of any Vessel or otherwise in connection with a Vessel and all benefits thereunder (including claims of whatsoever nature and return of premiums). "Interest Payment Date" means the last Business Day of each Interest Period. BD-#34696673-v11 8
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"Interest Period" means, in relation to a Loan (or any Commercial Facility Loan forming part thereof), each period determined in accordance with Clause 9 (Interest Periods), and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest). "Intermediate Buyer" means Sea Reliance Inc. in respect of the Vessel "Flex Artemis", Sea Resulute Inc. in respect of the Vessel "Flex Resolute", Sea Freedom Shipowning Inc. in respect of the Vessel "Flex Freedom", Sea Aurora Inc. in respect of the Vessel "Flex Aurora", Sea America Inc. in respect of the Vessel "Flex Amber", which entities are parties as buyers to the Shipbuilding Contracts, and have entered into the Intermediate MOAs. "Intermediate MOA" means each memorandum of agreement for the sale of the respective Vessels from the Intermediate Buyers as sellers to the respective Borrower as buyer, securing a concurrent delivery under the Shipbuilding Contract and the Intermediate MOA, and including arrangements for the assignment of Yard's warranties in respect of the Vessel to the relevant Borrower, to be in form and substance satisfactory to the Agent. "Interpolated Screen Rate" means, in relation to LIBOR for any 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 that Loan; and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, each as of 12:00 hours on the Quotation Day for USD. "ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention. "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. "Xxxx Xxxxxxxxxx Family" means Xx. Xxxx Xxxxxxxxxx, his direct lineal descendants, the personal estate of any of them and/or any trust created for the benefit of any of the aforementioned persons or their estates. "KEXIM" means The Export-Import Bank of Korea. "KEXIM Facility" means the term loan facility made available by the KEXIM Facility Lenders under this Agreement as described in Clause 2 (The Facility). "KEXIM Facility Commitment" means: (a) in relation to an Original KEXIM Facility Lender, the amount set opposite its name under the heading "KEXIM Facility Commitment" in Schedule 1 (The Original Parties and Commitments) and the amount of any other KEXIM Facility Commitment transferred to it under this Agreement; and (b) in relation to any other KEXIM Facility Lender, the amount of any KEXIM Facility Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "KEXIM Facility Lenders" means: (a) the Original KEXIM Facility Lender; and BD-#34696673-v11 9
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(b) any bank or financial institution which has become a Party as a KEXIM Facility Lender in accordance with Clause 25 (Changes to the Parties), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "KEXIM Facility Loan" means an advance of the KEXIM Facility Commitments being the Relevant Percentage in relation to the KEXIM Facility of a Loan or the principal amount outstanding for the time being of that advance. "KEXIM Guarantee" means the guarantee issued or (as the context may require) to be issued by KEXIM as guarantor in favour of the KEXIM Guaranteed Facility Lenders (or the Security Agent on their behalf). "KEXIM Guarantee Premium" means, in respect of a Vessel, the amount of premium in respect of the issuance of the relevant KEXIM Guarantee paid to KEXIM on the Drawdown Date for the relevant KEXIM Guaranteed Facility Loan for such Vessel. The KEXIM Guarantee Premium payable in respect of a KEXIM Guaranteed Facility Loan shall be an amount equal to 2.10% of the KEXIM Guaranteed Facility Loan requested to be utilised in the Drawdown Notice for such KEXIM Guaranteed Facility Loan. "KEXIM Guaranteed Facility" means the term loan facility made available by the KEXIM Guaranteed Facility Lenders under this Agreement as described in Clause 2 (The Facility). "KEXIM Guaranteed Facility Commitment" means: (a) in relation to an Original KEXIM Guaranteed Facility Lender, the amount set opposite its name under the heading "KEXIM Guaranteed Facility Commitment" in Schedule 1 (The Original Parties and Commitments) and the amount of any other KEXIM Guaranteed Facility Commitment transferred to it under this Agreement; and (b) in relation to any other KEXIM Guaranteed Facility Lender, the amount of any KEXIM Guaranteed Facility Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. "KEXIM Guaranteed Facility Lenders" means: (a) the Original KEXIM Guaranteed Facility Lenders; and (b) any bank or financial institution which has become a Party as a KEXIM Guaranteed Facility Lender in accordance with Clause 25 (Changes to the Parties), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "KEXIM Guaranteed Facility Loan" means an advance of the KEXIM Guaranteed Facility Commitments being the Relevant Percentage in relation to the KEXIM Guaranteed Facility of a Loan or the principal amount outstanding for the time being of that advance. “KEXIM Mandatory Prepayment Event” means each of the following events or circumstances: (a) it is or becomes unlawful for KEXIM to perform any of its obligations under the KEXIM Guarantee or for a Finance Party to receive the benefit of the KEXIM Guarantee; (b) any obligation or obligations of KEXIM under the KEXIM Guarantee are not or cease to be legal, valid, binding or enforceable or the KEXIM Guarantee is not or ceases to be in full force and effect; or BD-#34696673-v11 10
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(c) KEXIM avoids, rescinds, repudiates, suspends, cancels or terminates all or part of the KEXIM Guarantee or evidences an intention to or purports to avoid, rescind, repudiate, suspend, cancel or terminate all or part of the KEXIM Guarantee. “Legal Reservations” means: (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; (c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and (d) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions. "Lender" means: (a) any Commercial Facility Lender; (b) any KEXIM Facility Lender; and (c) any KEXIM Guaranteed Facility Lender, and "Lenders" mean all of them. "LIBOR" means, in relation to any Loan: (a) the applicable Screen Rate; or (b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or (c) if: (i) no Screen Rate is available for USD; or (ii) no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate an Interpolated Screen Rate for that Loan, the Reference Bank Rate, as of 12:00 hours on the Quotation Day for USD and for a period equal in length to the Interest Period of that Loan, and, if any such rate is below zero, LIBOR will be deemed to be zero. "Loan" means a means a loan made or to be made under the Facilities or the principal amount outstanding for the time being of that loan. "Majority Lenders" means subject to the proviso hereto: (a) if there are no Loans outstanding, a Lender or Lenders whose Commitments aggregate equal to or more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated equal to or more than 66 2/3% of the Total Commitments immediately prior to the reduction); or BD-#34696673-v11 11
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(b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate equal to or more than 66 2/3% of the Loans then outstanding, provided always that the Majority Lenders shall always include a minimum of one Commercial Facility Lender. "Management Agreement(s)" means any commercial and/or technical management agreement entered into between any of the Borrowers and the Manager(s) regarding any of the Vessels, on terms and conditions acceptable to the Majority Lenders. "Manager" means any technical or commercial manager of a Vessel. "Manager's Undertaking" means a subordination statement by each Manager of a Vessel, in form and substance acceptable to the Agent, whereupon the Manager fully subordinates its claims under any Management Agreement(s) and otherwise in respect of the Vessel to the claims of the Finance Parties under the Finance Document. "Margin" means: (a) in relation to the Commercial Facility, 2.35 per cent per annum; (b) in relation to the KEXIM Facility, 2.25 per cent per annum; and (c) in relation to the KEXIM Guaranteed Facility, 1.20 per cent per annum. "Marpol" means the International Convention for the Prevention of Pollution from Ships. "Market Value" means the fair market value of each Vessel in USD, being the average of valuations of the Vessel obtained from two (2) Approved Brokers by the Borrowers. Such valuations to be made with or without physical inspection of the relevant Vessel (as the Agent may require) on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing buyer and seller, on an "as is, where is" basis, free of any existing charter or other contract of employment and/or pool arrangement. If the two valuations differ by more than ten per cent. (10.00%) of the mean value of the two valuations, then a third Approved Broker appointed by the Agent shall provide a valuation and the value of the Vessel shall be the average of the three valuations. If the valuation is provided in a range, the mean value of the range shall be used. The valuations shall be for the cost of the Borrowers. "Material Adverse Effect" means a material adverse effect on: (a) the financial position, business or operation of any Obligor or the Group (taken as a whole); (b) the ability of any of the Obligors to perform any of its obligations under the Finance Documents; or (c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents. "Maximum Loan Amount" means, in relation to a Loan, an amount equal to the lower of: (a) 65% of the Market Value of the applicable Vessel; and (b) USD 125,800,000. "Mortgage(s)" means each of the first priority or preferred, as applicable, cross collateralized ship mortgages and, if applicable, the declaration of pledges or deeds of covenants collateral thereto, granted by each Borrower in favour of the Security Agent (on behalf of the Finance BD-#34696673-v11 12
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Parties) in form and substance acceptable to the Security Agent and registered against each of the Vessels with the applicable Approved Ship Registry. "New Lender" has the meaning set out in Clause 25 (Changes to the Parties). "Obligor" means the Borrowers and the Guarantors, or any of them, as the case may be. "Original Financial Statements" means the financial statements for each Obligor (consolidated and audited in respect of the Ultimate Parent), for the financial year ended 31 December 2018. "Party" means a party to this Agreement. "Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on 18 June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time xxxxx://xxx.xxxxxxxxxxxxxxxxxx.xxx at the date of this Agreement. "Quotation Day" means, in relation to any period for which an interest rate is to be determined two (2) Business Days before the first day of that period. "Reference Banks" means those of the Commercial Facility Lenders which are able to act in such capacity and/or such other banks as may be appointed by the Agent. "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, as the rate at which the relevant Reference Bank could borrow funds in the applicable interbank market in the relevant currency and for the relevant period, were it to obtain interbank offers for deposits in that currency and for that period, and if a Reference Bank does not supply a quotation by 12:00 hours on the Quotation Day, the applicable rate shall be determined on the basis of the quotations of the remaining Reference Banks. "Relevant Jurisdiction" means in relation to any Party: (a) its jurisdiction of incorporation; (b) any jurisdiction where any asset subject to or intended to be subject to Security Interest under a Security Document to be created by it is situated or registered, as applicable; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it. "Relevant Percentage" means: (a) in relation to the Commercial Facility, 39.746 per cent; (b) in relation to the KEXIM Facility, 30.187 per cent; and (c) in relation to the KEXIM Guaranteed Facility, 30.067 per cent. "Repeating Representations" means each of the representations set out in Clause 19 (Representations and warranties), except for Clauses 19.3 (Binding obligations), 19.4 (No conflict with other obligations), 19.6 (Governing law and enforcement), 19.8 (Taxes) and 19.9 (No filing or stamp taxes). "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. BD-#34696673-v11 13
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"Restricted Party" means a person or persons, legal or physical that: (a) is listed on any Sanctions List; (b) is domiciled, resident, located or having its main place of business in, or is incorporated under the laws of, a country or a territory that is or whose government is subject to Sanctions which attach legal effect to being domiciled, located, having its main place of business in, or incorporated under the laws such country; (c) otherwise the target of Sanctions (whether designated by name or by reason of being included in a class of person); (d) with which any Finance Party is prohibited from dealing with or otherwise engaging in a transaction with due to Sanctions; or (e) is directly or indirectly owned by more than 50 per cent or controlled, or acting on behalf, at the direction or for the benefit of a person(s) referred to in paragraph (a), (b) or (c) above. "Sanctions" means any 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, or enforced by any Sanctions Authority. "Sanctions Authority" means: (a) the United Nations Security Council, the European Union, the United Kingdom, the Kingdom of Norway, any country to which any Obligor is bound, the United States of America (including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) and the U.S. Department of State), and any authority acting on behalf of any of them in connection with Sanctions; and (b) (for the purposes of Clause 7.3 (Mandatory prepayment – Illegality) only), the country of incorporation of a Lender for the time being. "Sanctions List" means any list of persons or entities subject to Sanctions published in connection with Sanctions by or on behalf of any Sanctions Authority from time to time. "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 USD for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement 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 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 Ultimate Parent. "Security Agreement" means: (a) in the case of the Borrowers, a first priority pledge granted or to be granted by each Borrower in favour of the Security Agent (on behalf of the Finance Parties) over the Earnings Accounts of the Borrowers and of the claims against any Borrower or any Guarantor from such Borrower in favour of the Security Agent (on behalf of the Finance Parties); (b) in the case of a Guarantor, the first priority charge of the claims against any Borrower from such Guarantor, in each case to be in form and substance acceptable to the Security Agent, and to include a statement of subordination, whereby the relevant creditor subordinates its claims against the relevant debtor to the claims of the Finance Parties under the Finance Documents. BD-#34696673-v11 14
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"Security Documents" means all or any security documents as may be entered into from time to time pursuant to Clause 18 (Security). "Security Interest" means any mortgage, charge (whether fixed or floating), encumbrance, pledge, lien, assignment by way of security, finance lease, sale and repurchase or sale and leaseback arrangement, sale of receivables on a recourse basis or other security interest or any other agreement or arrangement having the effect of conferring security. "Security Period" means the period commencing on the date of this Agreement and ending the date on which the Agent notifies the Borrowers and the other Finance Parties that: (a) all amounts which have become due for payment by the Borrowers or any other party under the Finance Documents have been paid in full; (b) no amount is owing or has accrued (without yet having become due for payment) under any of the Finance Documents; (c) the Obligors have no future or contingent liability under any provision of this Agreement, the other Finance Documents; and (d) the Agent and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document. "Selection Notice" means a notice substantially in the form set forth in Schedule 4 (Form of Selection Notice) given in accordance with Clause 9.1 (Selection of Interest Periods). "Share Pledges" means first priority pledges in favour of the Security Agent (on behalf of the Finance Parties) to be created over all shares in the Borrowers pursuant to one or several share pledge agreements in form and substance acceptable to the Security Agent, to be entered into between the Security Agent and the Intermediate Parent. "Shipbuilding Contracts" means any or all, as the case may be, of the shipbuilding contracts entered into between the applicable Intermediate Buyer and the relevant Yard regarding the construction of the Vessels. "Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. "SMC" means a valid safety management certificate issued for a Vessel pursuant to paragraph 13.7 of the ISM Code. "SMS" means a safety management system for a Vessel developed and implemented in accordance with the ISM Code and including the functional requirements duties and obligations that follow from the ISM Code. "Subsidiary" means an entity from time to time of which a person: (a) has direct or indirect control; (b) or owns directly or indirectly more than fifty per cent. (50.00%) (votes and/or capital), and for the purpose of paragraph a) above, an entity shall be treated as being "controlled" by a person if that person is able to direct its affairs and/or control either directly or indirectly, the composition of its board of directors or equivalent body. "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). BD-#34696673-v11 15
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"Total Commercial Facility Commitments" means the aggregate of the Commercial Facility Commitments, being $250,000,000 as at the date of this Agreement. "Total Commitments" means the aggregate of the Total Commercial Facility Commitments, the Total KEXIM Facility Commitments and the Total KEXIM Guaranteed Facility Commitments, being $629,000,000 at the date of this Agreement. "Total KEXIM Facility Commitments" means the aggregate of the KEXIM Facility Commitments, being $189,879,000 approximately equal to 50.1% of the ECA Commitments as at the date of this Agreement. "Total KEXIM Guaranteed Facility Commitments" means the aggregate of the KEXIM Guaranteed Facility Commitments, being $189,121,000 approximately equal to 49.9% of the ECA Commitments as at the date of this Agreement. "Total Loss" means, in relation to a Vessel: (a) the actual, constructive, compromised, agreed, arranged or other total loss of the Vessel; (b) any expropriation, confiscation, requisition or acquisition of the Vessel, 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 purporting to be or to represent a governmental or official authority unless it is within 180 calendar days from the Total Loss Date redelivered to the full control of the relevant Borrower; and (c) any capture or seizure of the Vessel (including any hijacking or theft) unless it is within 180 calendar days from the Total Loss Date redelivered to the full control of the relevant Borrower. "Total Loss Date" means: (a) in the case of an actual total loss of a Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of; (b) in the case of a constructive, compromised, agreed or arranged total loss of a Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of the relevant Borrower with the Vessel's insurers in which the insurers agree to treat the relevant Vessel as a total loss; or (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. "Transaction Documents" means any Management Agreement, any Shipbuilding Contract and the Intermediate MOAs. "Transfer Certificate" means a certificate substantially in the form as set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrowers. "Transfer Date" means, in relation to a transfer, the later of: (a) the proposed Transfer Date specified in the relevant Transfer Certificate; and (b) the date on which the Agent executes the relevant Transfer Certificate. BD-#34696673-v11 16
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"Trust Property" means, collectively: (a) all moneys duly received by the Security Agent under or in respect of the Finance Documents or the KEXIM Guarantee; (b) any portion of the balance on any Earnings Account held by or charged to the Security Agent at any time; (c) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents or the KEXIM Guarantee including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor; (d) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents or the KEXIM Guarantee whether from any Obligor or any other person; and (e) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof). “UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents. "US" means the United States of America. "US GAAP" means the generally accepted account principles in the US. "US Tax Obligor" means: (a) an Obligor which is resident for tax purposes in the US; or (b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. "USD" means United States Dollars, being the lawful currency of the United States of America. "VAT" means value added tax and any other tax of similar nature. "Vessel" means each of the vessels set out in Schedule 7 (Vessel). "Write-down and Conversion Powers" means: (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; (b) in relation to any other applicable Bail-In Legislation: (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, BD-#34696673-v11 17
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Section 2 - The Facility 2 The Facility 2.1 The Facility Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers senior secured term loan facilities up to the Total Commitments, which Facilities shall be available for drawdown in up to five (5) Loans, one for each respective Borrower and its respective Vessel, and each Loan shall comprise a Commercial Facility Loan, a KEXIM Facility Loan and a KEXIM Guaranteed Facility Loan which shall be in the Relevant Percentage of such Loan. 2.2 Finance Parties' rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor. (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 2.3 Obligors' agent (a) Each Obligor (other than the Ultimate Parent) by its execution of this Agreement irrevocably appoints the Ultimate Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably by way of security authorises: (i) the Ultimate Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements, to execute such deeds (under hand), and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Ultimate Parent notwithstanding that they may affect the other Obligors, without further reference to or the consent of the other Obligors; and (ii) each Finance Party to give any notice, demand or other communication to the Obligors pursuant to the Finance Documents to the Ultimate Parent, and in each case the other Obligors shall be bound as though the Ultimate Parent itself had been given the notices and instructions or executed or made the agreements or deeds or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Ultimate Parent or given to the Ultimate Parent under any Finance Document on behalf of the other Obligors or in connection with any Finance Document (whether or not known BD-#34696673-v11 21
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(i) any time, waiver or consent granted to, or composition with, any Obligor or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; (v) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (vii) any insolvency or similar proceedings. (g) Each Borrower waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Borrower under any Finance Document. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. (h) After cancellation of the Total Commitments in accordance with Clauses 7.3 (Mandatory prepayment – Illegality) or 7.6 (Voluntary cancellation) or the giving of notice under paragraph (a) of Clause 24.17 (Acceleration), then, until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid or discharged in full, each Finance Party (or any trustee or agent on its behalf) may: (i) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Borrower will be entitled to the benefit of the same; and (ii) hold in an interest-bearing suspense account any money received from any Borrower or on account of any Borrower's liability under any Finance Document. (i) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs (on such terms as it may require), no Borrower shall exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents: (i) to be indemnified by another Obligor; (ii) to claim any contribution from any other Obligor or any guarantor of any Obligor's obligations under the Finance Documents; (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; BD-#34696673-v11 23
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(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Borrower is liable under this Agreement or any of the other Finance Documents; (v) to exercise any right of set-off against any other Obligor; and/or (vi) to claim or prove as a creditor of any other Obligor in competition with any Finance Party. (j) If a Borrower receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with Clause 29 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full. 2.5 Accordion option (a) Provided that no Default has occurred and is continuing (or will occur as a result of the Accordion Increase (as defined below)) including, without limitation, compliance with Clause 21 (Financial Covenants) and provided further that a Vessel is subject to a charter with a third party, not being a Group Member, for a firm period of five years or more at a minimum time charter rate of $65,000 per day or otherwise on terms acceptable to the Lenders that participate in the Accordion Increase (each, an “Accordion Lender” and collectively the "Accordion Lenders"), the Commercial Facility Majority Lenders and KEXIM, the Borrowers may, subject to: (i) the Lenders obtaining further commitments satisfactory to the Borrowers, which commitments shall be allocated pro-rata as between the relevant Accordion Lenders; and (ii) the Commercial Facility Majority Lenders approving the Accordion Increase (as defined below); (iii) the Accordion Increase (as defined below) becoming effective and to be made available to the Borrowers not later than twelve (12) months after the Drawdown Date relating to the Loan for such Vessel; and (iv) the Borrowers agreeing to any and all amendments to the Finance Documents required by the Agent (acting on the instructions of the Commercial Facility Majority Lenders); increase the Total Commitments and the Total Commercial Facility Commitments (an "Accordion Increase") by an amount of whichever shall be the lesser of: (A) $10,000,000 in respect of such Vessel; and (B) such amount as when aggregated with the Commercial Facility Loan, the KEXIM Facility Loan and the KEXIM Guaranteed Facility Loan relating to such Vessel equals 70% of the Market Value of such Vessel as determined by the most recent valuations delivered to the Agent pursuant to clause 20.3 (Vessels’ Market Value) (the "Additional Commitments"). (b) Without prejudice to any amendments to the Finance Documents required under Clause 2.5(a), the Borrowers shall be required as a condition to making available any Additional Commitments relative to a Vessel to prepay such Additional Commitments if, for whatever reason, the relevant charter shall be terminated, cancelled or otherwise cease to be in full force and effect prior to its scheduled expiry. Any notice issued by the Agent confirming the amount of the required prepayment shall be conclusive and binding on all parties, in the absence of manifest error. BD-#34696673-v11 24
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(c) The Borrowers shall procure that the Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent – Delivery Date) in form and substance satisfactory to the Agent latest on the relevant Delivery Date. (d) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraphs (a), (b) and (c) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any notifications. 4.2 Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of a Drawdown Notice and on the proposed Drawdown Date: (a) no Default is continuing or would result from the proposed drawing; and (b) the Repeating Representations contained in Clause 19 (Representations and warranties) deemed to be repeated on those dates are true and correct in all material respects; (c) no KEXIM Mandatory Prepayment Event has occurred or would result from the proposed Loan; (d) the KEXIM Agent has not received a notice from KEXIM requesting that further advances be suspended or terminated under this Agreement (unless such notice has been withdrawn by KEXIM); and (e) the full amount of any outstanding KEXIM Guarantee Premium has been, or will on the relevant Drawdown Date be, paid. 4.3 Maximum number of drawings The Facility may be drawn in five (5) Loans only during the Availability Period, one in respect of each Borrower and its Vessel. 4.4 Waiver of conditions precedent The conditions precedent specified in this Clause 4 are solely for the benefit of the Lenders and may be waived on their behalf in whole or in part and with or without conditions by the Agent (acting on the instructions of all the Lenders). BD-#34696673-v11 26
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7.8 KEXIM Guarantee If, for any reason whatsoever, a KEXIM Mandatory Prepayment Event occurs, the Borrowers or the relevant Finance Party shall promptly notify the KEXIM Agent upon any Obligor or such Finance Party (as applicable) becoming aware of such KEXIM Mandatory Prepayment Event following which the Borrowers shall, if instructed by the KEXIM Agent (acting on the instructions of a KEXIM Guaranteed Facility Lender), prepay the portion of the KEXIM Guaranteed Facility Loans attributable to such KEXIM Guaranteed Facility Lender, together with any other amounts owing to such KEXIM Guaranteed Facility Lender relating to such KEXIM Guaranteed Facility Loans under this Agreement and the Finance Documents within 30 Business Days' of receipt of the KEXIM Agent's notice. 7.9 Commercial Facility If, by the date falling 30 days prior to the Final Maturity Date in respect of the Commercial Facility Loans, the Commercial Facility Loans (a) have not been extended or (b) have not been replaced by another loan facility on terms and with lenders satisfactory to the KEXIM Facility Lenders and the KEXIM Guaranteed Facility Lenders, the Borrowers shall, if instructed by the KEXIM Agent (acting on the instruction of a KEXIM Guaranteed Facility Lender or KEXIM), prepay the KEXIM Facility Loans and the KEXIM Guaranteed Facility Loans, together with any other amounts owing to the KEXIM Facility Lenders and the KEXIM Guaranteed Facility Lenders under this Agreement and the other Finance Documents on the Final Maturity Date in respect of the Commercial Facility Loans. 7.10 Terms and conditions for prepayments and cancellation (a) Any notice of prepayment or cancellation by the Borrowers under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date upon which the prepayment or cancellation is to be made. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrowers may not re-borrow any part of the Facility which is prepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated. (f) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Borrowers or the Lenders, as appropriate. 7.11 Application of prepayments Unless otherwise provided for in this Clause 7, prepaid amounts shall be applied as follows: (a) any mandatory prepayment under this Agreement shall, to the extent not prepaying a single Loan in full, be applied in inverse order of maturity against the remaining instalments, including balloon payments, pro rata between the Loans under the Facility, and shall, save as otherwise stated, reduce rateably each Lender's participation in the Loan(s) prepaid; and (b) any voluntary prepayment under this Agreement shall be applied pro rata across the repayment schedule, including the balloon, for the relevant Loan(s) being prepaid, including any balloon, and shall, save as otherwise stated, reduce rateably each Lender's participation in the Loan(s) prepaid. BD-#34696673-v11 32
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the Borrowers shall have no claim or defence against any Lender in connection with the amount of the KEXIM Guarantee Premium. BD-#34696673-v11 36
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(b) The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor. (c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) Subject to paragraph (iii) below, a payment shall not be increased under paragraph (c) above by reason of a Tax Deduction if on the date on which the payment falls due: (i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender in respect of that Obligor, but on that date that Lender is not or has ceased to be a Qualifying Lender in respect of that Obligor other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant authority; or (ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below, (iii) it is acknowledged that as at the date of this Agreement none of the Lenders are a Qualifying Lender and it is hereby agreed that if a Lender shall at any time become a Qualifying Lender, the Parties shall consult in good faith for a period of not less than 30 days regarding any amendments that should be made to this Clause to reflect the principle that, subject to any applicable obligations on such a Lender under Xxxxxxx 12.2(g) or 15.1(a), the Lenders are expected to be able to receive payments under the Finance Documents either without a Tax Deduction or with Clause 12.2(c) being applicable. (e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. (h) A Lender shall promptly provide a Tax Confirmation to the Agent when it becomes a party to this Agreement and the Agent shall promptly send the Tax Confirmation it receives to the Borrowers. The Agent may request a Lender to provide a Tax Confirmation in a specific format. A Lender shall promptly notify the Borrowers and the Agent if there is any change in the position from that set out in the Tax Confirmation. BD-#34696673-v11 38
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16 Costs and Expenses 16.1 Transaction expenses The Borrowers shall promptly on demand pay to the Agent (for distribution to the relevant Finance Party or KEXIM as guarantor) the amount of all costs and expenses (including legal fees) reasonably and properly incurred by any of them in connection with the negotiation, preparation, printing, perfection, execution, registration and syndication of: (a) this Agreement and any other documents referred to in this Agreement (including the KEXIM Guarantee); and (b) any other Finance Documents executed after the date of this Agreement. 16.2 Amendment and enforcement costs, etc The Borrowers shall, within three (3) Business Days of demand, reimburse the Agent or another Finance Party or KEXIM as guarantor for the amount of all costs and expenses (including internal and external legal fees) reasonably and properly incurred by it in connection with: (a) the granting of any release, waiver or consent under the Finance Documents; (b) any amendment or variation of any of the Finance Documents; and (c) the preservation, protection, enforcement or maintenance of, or attempt to preserve or enforce, any of the rights of the Finance Parties under the Finance Documents or the KEXIM Guarantee. BD-#34696673-v11 45
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(a) any time, waiver or consent granted to, or composition with, any Obligor or other person; (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings. 17.6 Guarantor Intent Without prejudice to the generality of Clause 17.5 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents. 17.7 Reinstatement If any payment by any Borrower, any other guarantor or any other provider of security under the Finance Documents must be repaid, or any discharge given by a Lender (whether in respect of the obligations of any Borrower, another guarantor or any security for those obligations or otherwise) is avoided or reduced, as a result of insolvency or any similar event: (a) the liability of the Guarantors shall continue as if such payment, discharge, avoidance or reduction had not occurred; and (b) the Finance Parties shall be entitled to recover the value or amount of that security or payment from the Guarantors, as if such payment, discharge, avoidance or reduction had not occurred. 17.8 Undertaking Each Guarantor undertakes to the Agent that as long as this Guarantee is effective: (a) following receipt of a notice from the Agent of the occurrence of any Event of Default, the Guarantor will not make a demand for any claim of moneys due to the Guarantor from any Borrower or any other guarantor, or exercise any other right or remedy to which any Borrower or any other guarantor are entitled to in respect of such moneys unless and until all moneys due and payable by the Borrowers have been irrevocably paid in full; (b) if a Borrower or any other guarantor becomes the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantor shall not (unless so BD-#34696673-v11 47
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instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all the Outstanding Indebtedness owing or due has been irrevocably paid in full; (c) if the Guarantor being in breach of paragraphs (a) and (b) above receives or recovers any money pursuant to such exercise, claim or proof as therein referred to, such moneys shall be held by the Guarantor for the Agent to apply the same as if they were money received or recovered by the Agent under this Guarantee; and (d) it will not take or has not taken from any Borrower any security whatsoever for the obligations guaranteed hereunder. 17.9 Immediate recourse Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from such Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 17.10 Appropriations Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid in full, each Finance Party (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from either Guarantor or on account of such Guarantor's liability under this Clause 17. 17.11 Deferral of Guarantor's rights (a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably and unconditionally paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17: (i) to be indemnified by another Obligor; (ii) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents; (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; (iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which such Guarantor has given a guarantee, undertaking or indemnity under this Clause 17; (v) to exercise any right of set-off against any other Obligor; and/or BD-#34696673-v11 48
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Documents to which it is a party and the transactions contemplated by those Finance Documents and Transaction Documents. 19.6 Governing law and enforcement (a) The choices of governing law of the relevant Finance Documents will be recognised and enforced in its jurisdiction of incorporation. (b) Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law will be recognised and enforced in its Relevant Jurisdiction. 19.7 Authorisations and consents All Authorisations required by it (i) in connection with the entering into, performance, validity and enforceability of the Finance Documents and the transactions contemplated hereby and thereby, and (ii) to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdiction, have been obtained or effected and are in full force and effect. 19.8 Taxes (a) It has complied with all taxation laws in all jurisdictions where it is subject to taxation and has paid all applicable Taxes and other amounts due to governments and other public bodies where failure to do so is reasonably likely to have a Material Adverse Effect. No claims are being asserted against it with respect to any Taxes or other payments due to public or governmental bodies, which are reasonably likely to have a Material Adverse Effect. (b) It is not required to make any Tax Deductions (as defined in Clause 12.1 (Definitions)) for or on account of Tax from any payment it may make under any of the Finance Documents. 19.9 No filing or stamp taxes Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents 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 or the transactions contemplated by the Finance Documents, except the registration of the Mortgages with the Approved Ship Registry, which registrations, filings, taxes and fees shall be made and paid promptly by the Obligors after the date of the relevant Finance Document. 19.10 No Default (a) No Event of Default is continuing or might reasonably be expected to result from the making of a Loan or the entry into and performance of or any transaction contemplated by any of the Finance Documents. (b) No other event or circumstances is outstanding which constitutes a default or (with the expiry of a grace period, giving of notice or the making of any determination or any combination of the foregoing) might constitute a default under any other agreement or instrument which is binding on it or to which the its assets are subject which has or is reasonably likely to have a Material Adverse Effect. 19.11 No misleading information (a) Any factual information, documents, exhibits or reports relating to it and which have been furnished to the Finance Parties by or on behalf of it for the purposes of this Agreement are complete and correct in all material respects and do not contain any misstatement of fact or omit to state a fact making such information, exhibits or reports misleading in any material respect. BD-#34696673-v11 53
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19.25 No Rebates No agreement or understanding has been entered into or agreed pursuant to an Intermediate MOA to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Borrower or any other Group Member in connection with the purchase by a Borrower of a Vessel, other than as disclosed to the Agent in writing on or before the date of this Agreement. 19.26 Repetition The Repeating Representations set out in this Clause 19 shall be deemed to be repeated: (a) on the date of each Drawdown Notice; (b) on each Drawdown Date; (c) on the first day of each Interest Period; and (d) in each Compliance Certificate forwarded to the Agent pursuant to Clause 20.2 (Compliance certificate) (or, if no such Compliance Certificate is forwarded, on each day such certificate should have been forwarded to the Agent at the latest). 20 Information Undertakings The undertakings set out in this Clause 20 shall remain in force from the date of this Agreement and throughout the Security Period. 20.1 Financial statements The Ultimate Parent shall supply to the Agent in sufficient copies for all of the Lenders: (a) as soon as the same become available, but in any event within four (4) calendar months after the end of each of its fiscal years, its consolidated audited financial statements for that fiscal year together with the unaudited accounts of each Borrower; (b) as soon as the same become available, but in any event within two (2) calendar months after the end of each financial quarter, its unaudited consolidated financial statements for that financial quarter; and (c) as soon as same become available, but in any event no later than 28 February for each year, its budget and cash flow projections. 20.2 Compliance Certificates The Ultimate Parent shall supply to the Agent, with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 20.1 (Financial statements), a Compliance Certificate in the form set out in Schedule 5 (Form of Compliance Certificate) signed by the Principal Financial Officer of the Ultimate Parent setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants) and the Collateral Maintenance Test pursuant to Clause 7.1 (Mandatory prepayment – Collateral Maintenance Test), as at the date at which those financial statements were drawn up. 20.3 Vessels' Market Value Valuations to determine the Market Value of the Vessels shall be obtained by the Borrowers for the Borrowers' cost prior to the end of each financial half-year and to be sent to the Agent together with each relevant Compliance Certificate, or, if an Event of Default has occurred, for the Borrowers' cost at such further frequency as may be requested by the Agent (acting on behalf of the Majority Lenders). BD-#34696673-v11 56
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20.8 Notification of Environmental Claims Each Obligor shall inform the Agent in writing as soon as reasonably practicable upon becoming aware of the same: (a) if any Environmental Claim has been commenced or (to the best of the Obligor's knowledge and belief) is threatened against an Obligor or a Vessel; and (b) of any fact and circumstances which will or are reasonably likely to result in any Environmental Claim being commenced or threatened against an Obligor or a Vessel. 20.9 "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 Applicable KYC Procedures; (iii) any change in the status of an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; (iv) 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 (v) 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. For the purpose of this Clause 20.9: "Applicable KYC Procedures" means any applicable "know your customer" checks or similar identification procedures, or equivalent internal policies of a Lender or the Agent, or any equivalent procedures required by applicable law or regulations. BD-#34696673-v11 58
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(b) The financial covenants shall be tested quarterly, by reference to each of the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 20.1 (Financial Statements) and/or each Compliance Certificate delivered pursuant to Clause 20.2 (Compliance Certificate). 21.3 Financial covenants The Ultimate Parent shall ensure that it maintains (on a consolidated basis) at all times: (a) an Equity Ratio of minimum 0.25 to 1.00; (b) a positive Working Capital; and (c) Liquidity of minimum the higher of: (i) USD 25,000,000; or (ii) an amount equal to five per cent. (5%) of the Group's total interest bearing Financial Indebtedness on a consolidated basis net of any Cash and Cash Equivalents. 21.4 Change of accounting principles If the Agent believes that the definitions and/or the financial covenants set out in this Clause 21 (Financial covenants) need to be amended as a result of any change of accounting principles, determination or requirement, the Ultimate Parent and the Agent shall negotiate (Agent acting on the instructions of the Lenders) in good faith to amend the existing definitions and/or financial covenants so as to provide the Lenders with substantially the same protections as the definitions and/or financial covenants set out in this Clause 21 (but which are not materially more onerous for the Borrowers or the Ultimate Parent). 22 General Undertakings The undertakings set out in this Clause 22 shall remain in force from the date of this Agreement and throughout the Security Period. 22.1 Blocking Law Any provision of Clauses 19.24 (Sanctions) or 22.22 (Sanctions) shall, if specified in writing by a Finance Party to the Agent, not apply to or in favour of any Finance Party if and to the extent that it would result in a breach, by or in respect of that Finance Party, of any applicable Blocking Law. An affected Finance Party shall be obliged to notify the Agent whether such provisions shall not be deemed to apply promptly after a potential breach by or in respect of such Finance Party comes to the attention of such Finance Party. For the purposes of this Clause 22.1, Blocking Law means: (a) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or (b) any similar blocking or anti-boycott law applicable to that Finance Party. 22.2 Authorisations etc. The Obligors shall promptly: (a) obtain, comply and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent (if so requested) of, BD-#34696673-v11 61
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any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document. 22.3 Compliance with laws Each Obligor shall comply in all material respects with all laws (including Sanctions) to which it may be subject. 22.4 Pari passu ranking Each Obligor shall ensure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for those obligations which are preferred by mandatory law applying to companies generally in the jurisdictions of their incorporation or in the jurisdiction in the ports of calls. 22.5 Title – Collateral The respective Borrower will hold legal title to, and own the entire beneficial interest in, its Vessel, its Insurances, its Earnings and all of its other assets, free of all Security Interest, except for those created by the Finance Documents and as set out in Clause 22.6 (Negative pledge - Collateral). 22.6 Negative Pledge – Collateral None of the Obligors, nor any other Group Member, shall create or permit to subsist any Security Interest over (i) any asset subject to, or intended to be subject to, Security Interest under the Security Documents, or (ii) any other asset of the Borrowers, other than: (a) the Security Interest created under the Security Documents; (b) any Security Interest arising under the general terms and conditions of banks with whom any Group Member maintains a banking relationship in the ordinary course of business (including, without limitation, arising under article 24 and 25 of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers' association (Nederlandse Vereniging xxx Xxxxxx)); (c) any Security Interests arising in the ordinary course of business by operation of law and securing obligations not more than forty-five (45) days overdue; and (d) any Security Interests disclosed in writing to the Agent, and consented to in writing by the Agent (acting upon instructions from the Majority Lenders). 22.7 Ownership of the Borrowers and the Intermediate Parent (a) The Intermediate Parent shall at all times own directly one hundred per cent. (100.00%) of the shares and voting rights in the Borrowers. (b) The Ultimate Parent shall at all times own directly one hundred per cent. (100.00%) of the shares and voting rights in the Intermediate Parent. (c) None of the Obligors shall create or permit to subsist any Security Interest over any existing or future shares issued by any of the Borrowers or the Intermediate Parent, other than the Security Interest created under the Security Documents. 22.8 Preservation of assets Each Obligor shall maintain and preserve all of its assets that are necessary or desirable, in the opinion of the Agent, for the conduct of its business, as intended to be conducted at the BD-#34696673-v11 62
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date of this Agreement, in good working order and condition, ordinary wear and tear excepted. 22.9 Change of business The Obligors shall ensure that no change is made to the general nature of its business from that carried out at the date of this Agreement without the prior written consent of the Agent (on behalf of the Lenders and KEXIM as guarantor). 22.10 No mergers etc. No Obligor shall enter into any merger, amalgamation, de-merger, split-up, divest, consolidation with or into any other person or be the subject of any reconstruction, name change or change of type of organization without the prior consent of the Agent (on behalf of the Lenders and KEXIM as guarantor). 22.11 Financial Indebtedness restrictions (a) The Borrowers shall not incur, create or permit to subsist any Financial Indebtedness. (b) Paragraph (a) above does not apply to Financial Indebtedness: (i) incurred under the Finance Documents; (ii) incurred under any loans from any Guarantor or any other Borrower, provided that any Guarantor's or the other Borrower's claims under such loans are subject to a Security Agreement and fully subordinated to the claims of the Finance Parties under the Finance Documents; or (iii) consented to in writing by the Lenders. 22.12 Financial support The Borrowers shall not make or grant any loans, guarantees or any other form of financial support to any person, except for: (a) financial support by way of trade credit in the ordinary course of operation of the Vessels; and (b) intra-group loans to another Borrower or a Guarantor, provided always that the obligations of any other Borrower or a Guarantor be fully subordinated to any obligations under the Finance Documents, and the relevant Borrower's claims under such loans are subject to a Security Agreement. 22.13 Distributions from the Borrowers Following the occurrence of an Event of Default which is continuing, no Borrower may: (a) declare, make or pay any dividend, charge, fee or other distribution (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital); (b) pay any interest or repay any principal amount (or capitalised interest) on any debt to any of its shareholders; or (c) redeem, repurchase or repay any of its share capital or resolve to do so, or enter into any transaction or arrangement having a similar effect as described in paragraphs (i) to (iii). BD-#34696673-v11 63
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Document shall either prior to its entry, or if already in force be amended to, contain the current form of EU bail-in provisions recommended by the Loan Market Association. 22.24 KEXIM as guarantor requirements No Obligor shall act (or omit to act) in a manner that is inconsistent with any requirement of KEXIM as guarantor under or in connection with the KEXIM Guarantee and, in particular: (a) each Obligor shall do all that is necessary to ensure that all requirements of KEXIM as guarantor under or in connection with the KEXIM Guarantee are complied with; and (b) each Obligor will refrain from acting in any manner which could result in a breach of any requirements of KEXIM as guarantor under or in connection with the KEXIM Guarantee or affect its validity. 22.25 KEXIM Guarantee protection If at any time in the reasonable opinion of the KEXIM Agent, any provision of a Finance Document contradicts or conflicts with any provision of the KEXIM Guarantee, the KEXIM Agent shall notify the Borrowers and the Agent accordingly and the Borrowers will: (a) take all steps as the Agent, the KEXIM Agent and/or KEXIM as guarantor shall reasonably require to remove such contradiction or conflict; and (b) take all steps as the Agent, the KEXIM Agent and/or KEXIM as guarantor shall reasonably require to ensure that the KEXIM Guarantee remains in full force and effect. 23 Vessel Covenants The undertakings set out in this Clause 23 shall remain in force from the date of this Agreement and throughout the Security Period. 23.1 Insurance (a) Each Borrower shall maintain or ensure that the Vessels are insured against such risks, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability with a club within the International Group of P&I Clubs), Hull Interest and/or Freight Interest and War Risk (including acts of terrorism, hijacking, confiscation and piracy insurances), in such amounts, on such terms and with such brokers, clubs and/or insurers as the Agent from time to time shall approve (such approval not to be unreasonably withheld). (b) The insurance value (to be on agreed value basis) for Hull and Machinery combined with Hull Interest and/or Freight Interest, and for War Risk, shall for each Vessel cover the higher of (i) the Market Value of the Vessel, and (ii) one hundred and twenty per cent (120.00%) of the relevant Loan. (c) The insured value for the Hull and Machinery insurance shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel. The remaining cover may be taken out as Hull Interest and/or Freight Interest. (d) Each Obligor shall procure that the Security Agent (on behalf of the Finance Parties) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers and/or brokers (as applicable). BD-#34696673-v11 66
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(e) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances the Borrowers shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph (a) above have been renewed and taken out in respect of a Vessel with insurance values as required by paragraph (b) above, that such Insurances are in full force and effect and that the Security Agent (on behalf of the Finance Parties) have been noted by the relevant insurers. (f) The Agent shall, for the account of the Borrowers, take out a Mortgagee's Interest Insurance ("MII") and/or a Mortgagee's Interest – Additional Perils Pollution Insurance ("MAPI") with an insurance broker and on terms agreed by the Security Agent and the Agent, covering up to one hundred and twenty per cent (120.00%) of the Loans, but the Agent shall (if requested by the Borrowers) consult with the Borrowers for such period as the Agent shall agree prior to taking out such insurances. (g) If any of the Insurances referred to in paragraph (a) form part of a fleet cover, the Borrowers shall procure that the insurers and/or brokers (as applicable) shall undertake to the Agent that they shall neither set-off against any claims in respect of any Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non- payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessels if and when so requested by the Agent. (h) The Borrower shall procure that any person named as assured or co-assured in any insurance policy assigns such insurances to the Security Agent or provides other satisfactory undertakings as the Security Agent may require. Further, the Borrowers shall procure that the Security Agent shall have the right to appoint an insured party. (i) The Borrowers shall procure that the Vessels always are employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. (j) No Obligor will make any change to the Insurances described under paragraphs (a) and (b) above without the prior written consent of the Agent (on behalf of the Lenders). (k) The Agent will obtain an Insurance Report from an independent insurance consultant for the account of the Borrowers prior to any utilisation of the Facility, and, if the Agent (acting on the instructions of the Majority Lenders) so requires, on an annual basis thereafter. (l) The Borrowers will supply to the Agent from time to time on request such information as the Agent may in its discretion require with regard to the Insurances and the brokers, underwriters, associations or clubs through or with which the Insurances are placed. (m) Each Obligor shall promptly take any steps required, or provide any and all assistance requested by the Agent, to ensure prompt collection of any claims under the Insurances. 23.2 Loss Payable Claims related to the Insurances in respect of an actual or constructive or agreed or arranged or compromised Total Loss or requisition for title or other compulsory acquisition of a Vessel and claims payable in respect of a major casualty, that is to say any claim (or the aggregate of which) in excess of USD 3,000,000 shall be payable to the Security Agent and the Security Agent’s approval to settle such a claim shall be required. Subject thereto all other claims, unless and until the insurers have received notice from the Security Agent of an event of BD-#34696673-v11 67
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default which is continuing and unremedied under the Agreement in which event all claims shall be payable directly to the Security Agent up to the Finance Parties' mortgage interest, shall be released directly for the repair, salvage or other charges involved or to the relevant Borrower as reimbursement if it has fully repaired the damage and paid all of the salvage or other charges or otherwise in respect of Xxxxxxxx's actual costs in connection with repair, salvage and/or other charges. 23.3 Classification and repairs The Obligors shall keep the Vessels in a good, safe and efficient condition consistent with first class ownership and management practice and in particular: (a) so as to maintain the highest classification required for the relevant trade with an Approved Classification Society, free of overdue recommendations and conditions; and (b) so as to comply with the laws and regulations (statutory or otherwise) applicable to vessels registered under the flag state of the Vessels or to vessels trading to any jurisdiction to which the Vessels may trade from time to time. 23.4 Restrictions on chartering, appointment of managers etc. (a) The Borrowers shall not without the prior written consent of the Agent (on behalf of the Majority Lenders): (i) let any Vessel on bareboat charter for any period other than to another Group Member (subject to satisfactory Security Interest in favour of the Agent (on behalf of the Finance Parties) with respect to such Group Member’s earnings and charterparty in respect of that Vessel); (ii) charter in or hire any vessel or tonnage; (iii) appoint a Manager other than any Approved Manager; or (iv) change the class certification of any Vessel. (b) The Borrowers shall inform the Agent of any change of management of a Vessel to another Approved Manager, or change of classification society to another Approved Classification Society. 23.5 Notification of certain events The Borrowers shall immediately notify the Agent of: (a) any accident to a Vessel involving repairs where the costs will or is likely to exceed USD 3,000,000 (or the equivalent in any other currency); (b) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not, or cannot be, immediately complied with; (c) any exercise or purported exercise of any lien on any Vessel, the Earnings or the Insurances; (d) any occurrence as a result of which a Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; and (e) any claim for a material breach of the ISM Code or the ISPS Code being made against a Borrower, a Manager or otherwise in connection with a Vessel. BD-#34696673-v11 68
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23.6 Operation of the Vessels (a) The Borrowers shall comply, or procure the compliance by any manager, in all material respects with the ISM Code, the ISPS Code, Marpol, all Environmental Laws and all other laws or regulations applicable to the Vessels, their ownership, operation and management or to the business of the Borrowers and shall not employ any Vessel nor allow its employment: (i) in any manner contrary to law or regulation in any relevant jurisdiction including but not limited to the ISM Code; (ii) in U.S. waters contrary to COFR regulations, always ensuring as required that a Certificate of Financial Responsibility is maintained for such purpose; and (iii) in the event of hostilities in any part of the world (whether war is declared or not), in any zone which is declared a war zone by any government or by the war risk insurers of the relevant Vessel unless the Borrower has (at its expense) effected any special, additional or modified insurance cover which shall be necessary or customary for first class shipowners trading vessels within the territorial waters of such country at such time and has provided evidence of such cover to the Agent. (b) Without limitation to the generality of this Clause 23.6, the Borrowers shall comply or procure compliance, with, as applicable, all requirements of the International Convention for the Safety of Life at Sea (SOLAS) 1974 as adopted, amended or replaced from time to time including, but not limited to, the STCW 95, the ISM Code or the ISPS Code. (c) Each Vessel shall only be used as a civil merchant trading vessel. 23.7 Inspections and class records (a) The Borrowers shall upon the request of the Agent permit, and shall procure that any managers and charterers permit, one person appointed by the Agent to inspect the Vessels, limited to one time per twelve (12) months per Xxxxxx, at the cost of the Borrowers. If the request is made following an Event of Default which is continuing, there shall be no limitation on the number of inspections per year. Unless there is an Event of Default, any inspection shall not interfere with the normal operation and trading of the Vessels. (b) The Borrowers shall instruct the classification society to send to the Agent, following a written request from the Agent, copies of all class records held by the classification society in relation to the Vessels. 23.8 Surveys The Borrowers shall submit to or cause the Vessels to be submitted to such periodic or other surveys as may be required for classification purposes and to ensure full compliance with regulations of the flag state of the Vessels and to supply or to cause to be supplied to the Agent copies of all survey reports and confirmations of class issued in respect thereof whenever such is required by the Agent, however limited to once a year. 23.9 Arrest The Borrowers shall or shall procure that the charterers (if any) shall, promptly pay and discharge: (a) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any Vessel, the Earnings or the Insurances; (b) all tolls, taxes, dues, fines, penalties and other amounts charged in respect of any Vessel, the Earnings or the Insurances; and BD-#34696673-v11 69
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(c) all other outgoings whatsoever in respect of any Vessel, the Earnings and the Insurances. 23.10 Total Loss In the event that a Vessel shall suffer a Total Loss, the Borrowers shall, within a period of ninety (90) days after the Total Loss Date, obtain and present to the Agent, a written confirmation from the relevant insurers that the claim relating to the Total Loss has been accepted in full, and the insurance proceeds shall be applied in prepayment of the relevant Loan in accordance with Clause 7.1 (Mandatory prepayment – Total Loss or sale). 23.11 Dismantling (a) Each Borrower shall procure that within eight (8) weeks of the Delivery Date of each respective Vessel, it has obtained a Green Passport in respect of such Vessel, which shall be maintained and available throughout the lifespan of that Vessel. (b) Each Obligor shall ensure that any Vessel or other vessels controlled by it or another Group Member being scrapped, or sold to an intermediary with the intention of being scrapped, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 or EU Ship Recycling Regulation of 20 November, 2013. 23.12 Flag, name and registry (a) The Vessels shall at all times be registered with an Approved Ship Registry. (b) The Borrowers shall not, without the prior written consent of the Agent (on behalf of the Lenders and KEXIM as guarantor), such consent not to be unreasonably withheld or delayed, change the flag, name or registry of a Vessel. Subject to substitution of the relevant Mortgage, and closing arrangements satisfactory to the Agent, neither the Lenders nor XXXXX as guarantor may refuse a Borrower's request to change the registry of a Vessel from one Approved Ship Registry to another Approved Ship Registry, unless a Default has occurred. 23.13 Dealings with Vessel Each Borrower shall, upon the request of the Agent and at the cost of such Borrower, on or before 31 July in each calendar year, supply or procure the supply to the Agent of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, being all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to each Vessel for the preceding calendar year provided always that no Lender shall publicly disclose such information with the identity of any Vessel without the prior written consent of such Borrower. For the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 36 (Confidential Information). Without prejudice to the foregoing, each Borrower acknowledges that, in accordance with the Poseidon Principles, such information will on an anonymous and unidentifiable basis form part of the information published regarding the relevant Lender's portfolio climate alignment. 24 Events of Default Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause 24.17 (Acceleration)). 24.1 Non-payment Any Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless: BD-#34696673-v11 70
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(a) its failure to pay is caused by administrative or technical error affecting the transfer of funds despite timely payment instructions by the Obligor; and (b) payment is made within three (3) Business Days of its due date. 24.2 Financial covenants, Sanctions, Insurances and Classification Any requirement in Clauses 21 (Financial covenants), 22.22 (Sanctions), 23.1 (a) to (d) (Insurance) or 23.3(a) (Classification and repair) is not satisfied. 24.3 Other obligations (a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial covenants, Sanctions, Insurances and Classification)). (b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of (i) the Agent giving notice to the Borrowers and (ii) any Obligor becoming aware of the failure to comply. 24.4 Misrepresentations Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of an Obligor under or in connection with any of the Finance Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. 24.5 Cross default (a) Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period. (b) Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). (c) Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described). (d) Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described). (e) No Event of Default will occur under this Clause 24.5 if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 8,000,000 (or its equivalent in any other currency or currencies). 24.6 Insolvency (a) An Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness. (b) The value of the assets of an Obligor is less than its liabilities (taking into account contingent and prospective liabilities). BD-#34696673-v11 71
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24.7 Insolvency proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to: (a) the suspension of payments, a moratorium of any indebtedness, winding-up, cessation of business, dissolution, administration, judicial management or reorganisation (by way of voluntary arrangement, scheme or arrangement or otherwise) of an Obligor; (b) a composition, compromise, assignment or arrangement with any creditor of an Obligor; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, judicial manager or other similar officer in respect of an Obligor; or (d) enforcement of any Security Interest over any assets of an Obligor (excluding enforcement of any share pledge over shares owned by a Guarantor in special purpose vessel owning entities (excluding any Obligor) within the Group). 24.8 Creditor's process Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor (excluding shares owned by a Guarantor in special purpose vessel owning entities (excluding any Obligor) within the Group) and is not discharged within thirty (30) days after the Obligor has become aware of it. 24.9 Arrest If an arrest or detention is taken or levied against a Vessel and is not discharged within twenty (20) days (or such longer period as approved in writing by the Lenders) after an Obligor becomes aware of the same. 24.10 Cessation of business Any of the Obligors suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business, or otherwise substantially changes the general nature of its business. 24.11 Unlawfulness It is or becomes impossible or unlawful for an Obligor to perform any of its obligations under the Finance Documents. 24.12 Repudiation Any Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document. 24.13 Security Documents Any of the Security Documents for any reason whatsoever becomes invalid, ineffective, illegal or for any other reason ceases to continue in full force and effect. 24.14 Material adverse change Any event or series of events occur which, in the opinion of the Agent (acting on the instructions of the Lenders), might have a Material Adverse Effect. BD-#34696673-v11 72
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24.15 Permits Any licence, authorization, consent, permission or approval required in order to enforce, complete or perform any of the Finance Documents is revoked, terminated or modified having a Material Adverse Effect on an Obligor. 24.16 Litigation There is current, pending or threatened any claims, litigation, arbitration or administrative proceedings against an Obligor which might, if adversely determined, have a Material Adverse Effect on that Obligor. 24.17 Acceleration Upon the occurrence of an Event of Default, the Agent may, and shall if so directed by the Majority Lenders: (a) by written notice to the Borrowers, cancel the Total Commitments whereupon they shall immediately be cancelled; (b) by written notice to the Borrowers, declare that all or part of the Loans together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, be either immediately due and payable and/or payable upon demand, whereupon they shall become either immediately due and payable or payable on demand; and/or (c) having given written notice to the Borrowers, instruct the Security Agent to start enforcement in respect of the Security Interests established by the Security Documents; and/or (d) take any other action, with or without notice to the Borrowers, exercise any other right or pursue any other remedy conferred upon the Agent, the Security Agent or the Finance Parties by any of the Finance Documents or by any applicable law or regulation or otherwise as a consequence of such Event of Default; and/or (e) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents. BD-#34696673-v11 73
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Section 9 - Changes to Parties 25 Changes to the Parties 25.1 No assignment by the Obligors (a) Subject to this Clause 25.1, the Obligors may not assign or transfer or have assumed any part of, or any interest in, its rights and/or obligations under the Finance Documents. (b) The Borrowers may, not later than thirty (30) days prior to any anticipated Drawdown Date, upon notice to the Agent, request that the Lenders and KEXIM as guarantor accept an Alternative Vessel in place of a Vessel. The Lenders and KEXIM as guarantor shall accept such Alternative Vessel provided that the Market Value of such Alternative Vessel (as evidenced by valuations dated not earlier than three (3) months prior to the date of the request to accept an Alternative Vessel) and its technical specifications are substantially similar (in the reasonable opinion of the Agent) to the relevant Vessel. (c) If the Lenders and KEXIM as guarantor accept the replacement of the Vessel, the relevant Alternative Vessel shall become the "Vessel" for the purposes of this Agreement. (d) If the Borrowers exercise their rights under this Clause 25.1 in respect of an Alternative Vessel, the amount of the Loan to be made available in respect of such Alternative Vessel shall be the amount of the Loan which would have been made available in respect of the Vessel which is being replaced but reduced with any scheduled repayment instalments in respect of the Commercial Facility Loan, KEXIM Facility Loan and KEXIM Guaranteed Facility Loan relating to such Vessel under Clause 6.1 (Repayment) which fall due prior to delivery of the Alternative Vessel. (e) The Borrowers may only exercise their rights under this Clause 25.1 in order to replace up to two (2) Vessels with Alternative Vessels provided that the Market Value of such Alternative Vessel (as evidenced by valuations dated not earlier than three (3) months prior to the date of the request to accept an Alternative Vessel) and its technical specifications are substantially similar (in the reasonable opinion of the Agent) to the relevant Vessel and the Agent is satisfied that the Collateral Maintenance Test, following such replacement, shall continue to be satisfied. (f) If it shall be necessary for one or more Borrowers to be replaced with other Subsidiaries of the Intermediate Parent as "Borrowers" under the Finance Documents, the Borrowers, such Subsidiaries of the Intermediate Parent and the other Obligors shall enter into such documentation as the Lenders, the Agent and KEXIM as guarantor shall require in order to effect such replacement of the relevant Borrowers. 25.2 Assignments and transfers by the Lenders A Lender (the "Existing Lender") may at any time assign, transfer or have assumed its rights or obligations under the Finance Documents (a "Transfer") to another bank or financial institution (the "New Lender"). The consent of KEXIM is required for an assignment or transfer by an Existing Lender which is a KEXIM Guaranteed Facility Lender. The consent of the Obligors will be required (such consent not to be unreasonably withheld or delayed), unless (i) an Event of Default has occurred and is continuing, or (ii) in case of Transfer to another Lender or KEXIM as guarantor, or an Affiliate of the Existing Lender or another Lender or KEXIM as guarantor. The Obligors will be deemed to have given its consent if no express refusal is received within five (5) Business Days. BD-#34696673-v11 74
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provided however that if KEXIM as guarantor makes any payment to the KEXIM Guaranteed Facility Lenders under the KEXIM Guarantee: (a) the obligations of the Obligors and the Finance Parties (or any of them) under this Agreement and each of the Finance Documents shall not be discharged nor affected in any way; (b) KEXIM as guarantor shall be subrogated to the respective rights of the KEXIM Guaranteed Facility Lenders against the Obligors and the Finance Parties; (c) without double counting, KEXIM as guarantor shall be entitled to the extent of such payment to exercise the respective rights of the KEXIM Guaranteed Facility Lenders (whether present or future) against the Obligors and the Finance Parties (and against any of them) pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued thereon are fully reimbursed to KEXIM as guarantor; and (d) without double counting, with respect to the obligations of the Obligors owed to the Finance Parties under the Finance Documents (or any of them), such obligations shall additionally be owed to KEXIM as guarantor by way of subrogation of the rights of the Finance Parties. BD-#34696673-v11 77
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Section 10 - The Finance Parties 26 Role of the Agent, the Security Agent, the KEXIM Agent, the Arrangers, Bookrunners and ECA Co-ordinator 26.1 Appointment of the Agent and the Security Agent (a) Each other Finance Party appoints the Agent to act as its facility agent under and in connection with the Finance Documents. (b) Each other Finance Party appoints the Security Agent to act as its security agent and (to the extent permitted under any applicable law) trustee under and in connection with the Finance Documents. (c) Each other Finance Party authorises the Agent and the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent and the Security Agent, respectively, under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (d) Each other Finance Party authorises the Agent and the Security Agent, as applicable, to execute and enforce each Finance Document to be executed and/or enforced by the Agent or the Security Agent, as the case may be, on its behalf in the manner contemplated by the Finance Documents. (e) The Finance Parties shall not have any independent power to enforce, or have recourse to, any of the Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Agent. (f) The Security Agent accepts its appointment under Clause 26.1(b) as trustee of the Trust Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself, the other Finance Parties (for so long as they are Finance Parties) on and subject to the terms set out in Clauses 26.1 to 26.22 and 29.5 (inclusive) and the Security Documents to which it is a party. 26.2 Instructions (a) The Agent and the Security 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 or Security Agent, as the case may be, in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above. (b) The Agent and the Security 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 Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. BD-#34696673-v11 78
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26.6 No fiduciary duties (a) Nothing in any Finance Document constitutes the Agent, the KEXIM Agent, the Security Agent (except as expressly provided in any Finance Document) or the Arrangers, the Bookrunners or the ECA Co-ordinator as a trustee or fiduciary of any other person. (b) None of the Agent, the Security Agent, the Arrangers, the Bookrunners nor the ECA Co-ordinator shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account. 26.7 Rights and discretions (a) The Agent and the Security 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 Lenders or any group of Lenders 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 and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and (iii) any notice or request made by the Borrowers (other than a Drawdown Notice or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (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 necessary. (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 BD-#34696673-v11 80
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(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred 26.10 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 Agent and the Security Agent), the Agent and the Security 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 KEXIM Guarantee, 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 or the KEXIM Guarantee 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 KEXIM Guarantee, other than by reason of its gross negligence or wilful misconduct; or (iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent) 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, the KEXIM Guarantee and any officer, employee or agent of the Agent may rely on this Clause. (c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose. (d) Nothing in this Agreement shall oblige the Agent, the Security Agent or the 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 Lender, BD-#34696673-v11 82
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(c) may, in the conduct of its obligations under and in respect of the Security Documents (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Agent shall have exercised reasonable care in the selection of such agent; and (d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent exercising reasonable care or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss). 26.21 Co-operation to achieve agreed priorities of application The other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with Clause 29.5 (Partial payments). 26.22 Indemnity from Trust Property (a) In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate (each a Relevant Person) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person: (i) in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents; (ii) as a result of any breach by an Obligor of any of its obligations under any Finance Document; (iii) in respect of any Environmental Claim made or asserted against an Obligor which would not have arisen if the Finance Documents had not been executed; and (iv) in respect of any matter or thing done or omitted in any way in accordance with the terms of the Finance Documents relating to the Trust Property or the provisions of any of the Finance Documents. (b) The rights conferred by this Clause 26.22 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance BD-#34696673-v11 87
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of any duties under any of the Finance Documents. Nothing contained in this Clause 26.22 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person's own gross negligence or wilful misconduct. 26.23 Finance Parties to provide information The other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Security Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by Clause 25.9 (Partial payments) above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents, Clause 25.9 (Partial payments). 26.24 Release to facilitate enforcement and realisation Each Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a receiver) carried out on the instructions of the Agent it may be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby irrevocably authorises the Security Agent (acting on the instructions of the Agent) to grant any such releases to the extent necessary to fully effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes to execute release documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal of shares in an Obligor, the requisite release shall include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Agent against such Obligor and of all Security Interests over the assets of such Obligor. 26.25 Undertaking to pay Each Obligor which is a Party undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents. 26.26 Additional trustees The Security Agent shall have power by notice in writing to the other Finance Parties and the Borrowers to appoint any person approved by the Borrowers (such approval not to be unreasonably withheld or delayed) either to act as separate trustee or as co-trustee jointly with the Security Agent: (a) if the Security Agent reasonably considers such appointment to be in the best interests of the Finance Parties; (b) for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or (c) for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained, and any person so appointed shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties and obligations as shall be conferred or imposed by the instrument of appointment. The Security Agent shall have power to remove any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall forthwith execute all such documents and do all such things as may be BD-#34696673-v11 88
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29.5 Partial payments (a) If the Agent (or the Security Agent, as applicable) receives a payment or an amount is recovered by the Security Agent pursuant to the terms of any Security Document in connection with the realisation or enforcement of all or any part of the Security Interest) that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest (including default interest), fee or commissions due but unpaid under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (excluding the Hedging Agreements); and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Hedging Agreements. (b) The Agent shall, if so directed by the Lenders and the KEXIM Agent vary the order set out in paragraphs (i) to (v) above. (c) The Security Agent and each other beneficiary of the Security Documents shall make each application in accordance with paragraph (a) as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent (acting on the instructions of the Agent) any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, any other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrowers or any other person liable. (d) The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other Finance Parties as referred to in this Clause 29.5 by paying such amounts to the Agent for distribution in accordance with Clause 29 (Payment mechanics). (e) This Clause 29.5 will override any appropriation made by an Obligor. 29.6 No set-off by the Obligors All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 29.7 Business Days (a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. BD-#34696673-v11 93
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marked for the attention of the department or persons set out below and, in case of any New Lender, to the address notified to the Agent: If to the Agent or the Security Agent: Nordea Bank Abp, filial i Norge Dept.: Global Maritime Loans Xxxxxxxxxx xxxx 0, 0000 Xxxx, Xxxxxx For credit and documentation matters: Dept.: Global Maritime Loans Email: xxxxxx.xxxxxx@xxxxxx.xxx (recipient for information undertakings, amendment and waiver requests, conditions precedent and conditions subsequent etc.) For loan operation matters: Dept.: Structure Loan Services Email: xxx.xxxxxx@xxxxxx.xxx (recipient for utilisation requests, selection notices, payment notices etc.) If to any of the Obligors:FLEX LNG MANAGEMENT AS Xxxxxxxxxx 0 0000 Xxxx, Xxxxxx Att: Principal Financial Officer E-mail: xxxxxxx@xxxxxxx.xxx or any substitute address and/or email address and/or marked for such other attention as the Party may notify to the other Agent (or the Agent may notify the other Parties if a change is made by the Agent) by not less than five (5) Business Days' prior notice. 31.3 Communication with the Obligors All communication from or to an Obligor shall be sent through the Agent. 31.4 Language Communication to be given by one Party to another under the Finance Documents shall be given in the English language or, if not in English and if so required by the Agent, be accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document. 32 Calculations and Certificates 32.1 Certificates and Determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 32.2 Day count convention All interest, commission or fee accruing under the Finance Documents will accrue from day-to- day and is calculated on the basis of the actual number of days elapsed and a year of 360 days. 33 Partial Invalidity If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under any law of any other jurisdiction will in any way be affected or impaired. BD-#34696673-v11 95
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34 Remedies and Waivers No failure to exercise, nor any delay in exercising on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, of any such right or remedy any of the Finance Documents. No single or partial exercise of any other right or remedy shall prevent any further or other exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law. 35 Amendments and Waivers 35.1 Required consents (a) Subject to Clause 35.2 (All Lender matters) and 35.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment will be binding on all Parties. (b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause. 35.2 All Lender matters An amendment to or waiver of any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of "Majority Lenders" in Clause 1.1 (Definitions); (b) an extension of the date of any payment of any amount under the Finance Documents; (c) a reduction in Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) an increase in or extension of any Commitment other than any Accordion Increase pursuant to Clause 2.5 (Accordion Option) or an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility; (e) a term of the Finance Documents which expressly requires the consent of all the Lenders; (f) a proposed substitution or replacement of a Borrower or a Guarantor; (g) the definitions of "Restricted Party", "Sanctions", "Sanctions Authority" or "Sanctions List", any Clause in which such term is used in this Agreement, or any other provision or other matters relating to Sanctions, including without limitation Clause 22.22 (Sanctions). (h) the release of any guarantee and indemnity granted under Clause 17 (Guarantee and indemnity) or of any Security Interest granted under any of the Security Documents unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject to Security Interest where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or (i) the definition of “Change of Control”, Clauses 2.2 (Finance party's rights and obligations), 7.3 (Mandatory prepayment – Illegality), 7.4 (Mandatory prepayment – Change of Control), 7.8 (Mandatory prepayment – KEXIM Guarantee), 7.9 (Mandatory Prepayment – Commercial Facility), 18 (Security), 25 (Changes to the Parties), 28 (Sharing among the Finance Parties), 29.5 (Partial payments), 29.8 BD-#34696673-v11 96
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(i) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility 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. (c) For the purpose of this Clause 35.4 (Replacement of Screen Rate) "Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. "Replacement Benchmark" means: (i) a benchmark rate which is formally designated, nominated or recommended as the replacement for a Screen Rate by: (A) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or (B) any Relevant Nominating Body, (C) and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above; (ii) a benchmark rate which is in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or (iii) a benchmark rate which is in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate. 35.5 Conflict and KEXIM Guarantee override (a) Without limiting in any manner the rights of the Lenders under the Facilities (other than the KEXIM Guaranteed Facility), and subject and without prejudice to any amendments, consents or waivers as may be given, consented or agreed to by the Agent which is contrary to or inconsistent with any vote exercised by the KEXIM Guaranteed Facility Lenders (acting on the instructions of KEXIM as guarantor) but which are otherwise in accordance with the terms and conditions of the Finance Documents; (i) in case of any conflict between the Finance Documents and the KEXIM Guarantee, the KEXIM Guarantee shall, as between the KEXIM Guaranteed Facility Lenders and KEXIM as guarantor, prevail, and to the extent of such conflict or inconsistency, none of the KEXIM Guaranteed Facility Lenders or the KEXIM Agent shall assert to KEXIM as guarantor, the terms of the relevant Finance Documents; and (ii) nothing in this Agreement or any Finance Document shall permit or oblige any KEXIM Guaranteed Facility Lender or the KEXIM Agent to act (or omit to act) in a manner that is inconsistent with any requirement of KEXIM as guarantor under or in connection with the KEXIM Guarantee. (b) If, in the opinion of the KEXIM Agent (acting reasonably), any terms of this Agreement contradicts and/or conflicts with any provision of the KEXIM Guarantee BD-#34696673-v11 98
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Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph a) 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 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 and only such Confidential Information as that Finance Party shall consider appropriate: (i) to (or through) whom it transfers (or may potentially 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 and, in each case, to any of that person's Affiliates 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 the Borrowers and to any of that person's Affiliates and professional advisers; (iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 26.14 (Relationship with the Lenders)); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or (b)(ii) 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, arbitration, administrative or other investigations, proceedings or disputes; (vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders' rights); (viii) who is a Party; or (ix) with the consent of the Borrowers. 36.3 Disclosure to numbering service providers (a) Notwithstanding any other term of any Finance Document or any other agreement between the Parties to the contrary (whether express or implied), any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information: (i) names of Obligors; (ii) country of domicile of Obligors; (iii) place of incorporation of Obligors; BD-#34696673-v11 100
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(iv) date of the Agreement; (v) governing law of the Agreement; (vi) names of the Agent and the Arrangers; (vii) date of each amendment and restatement of the Agreement; (viii) amounts of, and names of, the Facility (and any tranches); (ix) amount of Total Commitments; (x) currencies of the Facility; (xi) type of Facility; (xii) ranking of Facility; (xiii) Final Maturity Date for any Facility; (xiv) changes to any of the information previously supplied pursuant to sub-Clauses (i) to (xii) above; and (xv) such other information agreed between such Finance Party and the Ultimate Parent, 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 the Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider. (c) Each Obligor represents that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information. (d) The Agent shall notify the Ultimate Parent and the other Finance Parties of: (i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and (ii) the number or, as the case may be, numbers assigned to the Agreement, the Facility and/or one or more Obligors by such numbering service provider. 36.4 Disclosure to administration/settlement services providers Notwithstanding any other term of any Finance Document or any other agreement between the Parties to the contrary (whether express or implied), any Finance Party may disclose to any person appointed by: (a) that Finance Party; (b) a person to (or through) whom that Finance Party 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 Agent under the Agreement; and/or BD-#34696673-v11 101
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(c) a person with (or through) whom that Finance Party enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made, or may be made, by reference to, one or more Finance Documents and/or one or more Obligors, 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 Clause 36.4 if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for use with Administration/ Settlement Services Providers or such other form of confidentiality undertaking agreed between the Ultimate Parent and the relevant Finance Party. 36.5 Entire agreement This Clause 36 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 36.6 Inside information Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 36.7 Notification of disclosure Each of the Finance 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 paragraph (b)(v) of Clause 36.2 (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 36. 36.8 Continuing obligations The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of: (a) the date on which all amounts payable by the Obligors under or in connection with 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 Finance Party otherwise ceases to be a Finance Party. 37 Counterparts Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. BD-#34696673-v11 102
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38 Contractual Recognition of Bail-In Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party and each Obligor acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of: (a) any Bail-In Action in relation to any such liability, including (without limitation): (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability; (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; 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. BD-#34696673-v11 103
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Schedule 1 THE ORIGINAL PARTIES AND COMMITMENTS The Borrowers Name of Borrower FLEX LNG Amber Limited Xxxxxxxx Islands Original Jurisdiction 96759 Registration number (or equivalent, if any) Trust Company Complex, Ajeltake Road, Ajeltake Registered office Island, Majuro, MH96960, Xxxxxxxx Islands Name of Borrower FLEX LNG Aurora Limited Xxxxxxxx Islands Original Jurisdiction 96758 Registration number (or equivalent, if any) Trust Company Complex, Ajeltake Road, Ajeltake Registered office Island, Majuro, MH96960, Xxxxxxxx Islands Name of Borrower FLEX Freedom Limited Xxxxxxxx Islands Original Jurisdiction 98380 Registration number (or equivalent, if any) Trust Company Complex, Ajeltake Road, Ajeltake Registered office Island, Majuro, MH96960, Xxxxxxxx Islands Name of Borrower FLEX LNG Reliance Limited Xxxxxxxx Islands Original Jurisdiction 96931 Registration number (or equivalent, if any) Trust Company Complex, Ajeltake Road, Ajeltake Registered office Island, Majuro, MH96960, Xxxxxxxx Islands BD-#34696673-v11 105
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Name of Borrower FLEX LNG Resolute Limited Xxxxxxxx Islands Original Jurisdiction 96932 Registration number (or equivalent, if any) Trust Company Complex, Ajeltake Road, Ajeltake Registered office Island, Majuro, MH96960, Xxxxxxxx Islands The Original Commercial Facility Lenders Name of Original Commercial Facility Lender Commitment ABN AMRO BANK N.V., Oslo Branch USD 45,000,000 Registration no. 00000000 Citibank N.A., London Branch USD 25,000,000 Crédit Agricole Corporate and Investment Bank USD 12,500,000 Danske Bank A/S USD 37,500,000 Deutsche Bank AG USD 12,500,000 Nordea Bank Abp, filial I Norge USD 50,000,000 Skandinaviska Enskilda Xxxxxx XX (publ) USD 37,500,000 SpareBank 1 SR-Bank ASA USD 30,000,000 Total Commercial Facility Commitments USD 250,000,000 The Original KEXIM Facility Lenders Name of Original KEXIM Facility Lender Commitment The Export-Import Bank of Korea USD 189,879,000 Total KEXIM Facility Commitments USD 189,879,000 The Original KEXIM Guaranteed Facility Lenders Name of Original KEXIM Guaranteed Facility Lender Commitment ABN AMRO BANK N.V., Oslo Branch USD 5,121,000 Registration no. 34334259 BD-#34696673-v11 106
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Citibank N.A., London Branch USD 25,000,000 Commonwealth Bank of Australia USD 40,000,000 Crédit Agricole Corporate and Investment Bank USD 22,000,000 Credit Suisse AG USD 40,000,000 Deutsche Bank Aktiengesellschaft Filiale Hong Kong (Incorporated in the USD 35,000,000 Federal Republic of Germany & members’ liability is limited) Sumitomo Mitsui Trust Bank, Limited (London Branch) USD 22,000,000 Total KEXIM Guaranteed Facility Commitments USD 189,121,000 The Hedge Providers Name of Hedge Provider ABN AMRO BANK N.V. Registration no. 00000000 Citibank Europe plc., Dublin Branch Danske Bank A/S Deutsche Bank AG Nordea Bank Abp Registration no. 2858394-9 Skandinaviska Enskilda Xxxxxx XX (publ) SpareBank 1 SR-Bank ASA BD-#34696673-v11 107
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Schedule 2 CONDITIONS PRECEDENT PART I CONDITIONS PRECEDENT TO SIGNING 1 Corporate authorisations (a) A copy of each Obligor's constitutional documents; (b) A copy of resolutions passed by each Obligor's board of directors evidencing: (i) the approval of the terms of, and the transactions contemplated by, the Finance Documents; and (ii) the authorisation of its appropriate officer or officers or other representatives to execute the Finance Documents and any other documents necessary for the transactions contemplated by the Finance Documents, on its behalf. (c) To the extent required in the relevant jurisdictions, a copy of resolutions passed by the shareholders of each Obligor ratifying the resolutions of its board of directors; (d) To the extent not covered by resolutions, any powers of attorney (notarised and legalised, if required) granted by an Obligor to execute any Finance Documents; (e) A certificate of goodstanding (or equivalent) in respect of each Obligor; (f) A specimen of the signature (which can be by way of copy of passport) of each person signing the Finance Documents on behalf of each Obligor (g) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar binding limit to be exceeded. 2 Authorisations All approvals, authorisations and consents required by any government or other authorities for the Obligors to enter into and perform their obligations under this Agreement and/or any of the Finance Documents to which they are respective parties. 3 Finance Documents (a) The Agreement (as approved by the Agent (acting on the instructions of all Lenders)); and (b) The Fee Letters, duly executed. 4 Vessel Documents (a) A copy of the Shipbuilding Contracts; (b) A copy of the Intermediate MOAs, including arrangements for the assignment of Yard's warranties in respect of the Vessel to the relevant Borrower; and (c) A copy of the Management Agreements. BD-#34696673-v11 108
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5 Miscellaneous (a) Evidence that all fees referred to in Clause 11 (Fees) that are due have or will be paid on its due date; (b) Copy of the Original Financial Statements; (c) Evidence that all process agent appointments required by the Finance Documents listed in item 3 above have been duly accepted; and (d) Any other documentation authorization, opinion or assurance reasonably required by the Agent. 6 Legal opinions If required, such legal opinions relating to the Agreement, in such form (agreed draft or issued) as the Agent may require (acting on the instructions of the Lenders). BD-#34696673-v11 109
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(d) Documentation evidencing all shareholder loans to any Obligor, as well as any intra- group loans or receivables to which any Obligor is a party; (e) Such other documentation and evidence required to complete the "know your customer" checks as described in Clause 20.9 ("Know your customer" checks). (f) If relevant, a closing memorandum agreed between the Yard, the Intermediate Buyer, the relevant Borrower and the Agent; (g) If relevant, an agreed wording of the conditional SWIFT; (h) If relevant, an irrevocable undertaking from the Intermediate Buyer (if relevant) and Borrower, and their representative at closing, not to sign any document triggering release under the MT199 SWIFT, unless they have first received the written consent of the Agent. (i) If relevant, evidence that any part of the delivery instalment for the Vessel not covered by the relevant Loan has been, or will at the latest together with the Loan be, paid by equity to the Yard or the relevant Intermediate Buyer (as the case may be). (j) Any other documentation authorization, opinion or assurance reasonably required by the Agent. 4 Legal opinions (a) A legal opinion regarding Norwegian law issued by Advokatfirmaet Thommessen AS; (b) A legal opinion regarding Bermuda law issued by Xxxxxxx (Bermuda) Limited; (c) A legal opinion regarding Xxxxxxxx Islands law issued by Xxxxxx Xxxx Xxxxxxxxx (US) LLP; (d) A legal opinion regarding English law issued by Xxxxxx Xxxx Xxxxxxxxx LLP; and (e) (In the case of the first Drawdown Date) A legal opinion regarding the KEXIM Guarantee issued by Shin & Xxx LLC, in such form (agreed draft or issued) as the Agent may require (acting on the instructions of the Lenders); and (f) Any such other favourable legal opinions in form and substance satisfactory to the Agent (acting on the instructions of the Lenders) from lawyers appointed by the Agent on matters concerning all relevant jurisdictions, including the jurisdiction of the Approved Ship Registry in which the Vessel is registered. BD-#34696673-v11 111
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Schedule 3 FORM OF DRAWDOWN NOTICE To: [], as Agent From:[Borrowers] Date: [***] $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”) We refer to Clause 5.1 (Delivery of the Drawdown Notice) of the Agreement. Terms defined in the Agreement shall have the same meaning when used in this Drawdown Notice. (a) You are hereby irrevocably notified that we wish to make the following drawdown on the following terms: Vessel: [] Proposed Drawdown Date: [] Principal Amount: USD $[] (represented by: $[] Commercial Facility Loan; $[] KEXIM Facility Loan; and $[] KEXIM Guaranteed Facility Loan) Interest Period: [] (b) The purpose of the Loan is the part financing of the Vessel and, in the case of the KEXIM Guaranteed Facility Loan, to fund the KEXIM Guarantee Premium, and all proceeds shall applied accordingly. (c) The proceeds of the Loan shall be credited to [**] [insert details of account]. (d) We confirm that, as of the date hereof (i) each condition specified in Clause 4 (Conditions Precedent) of the Agreement is satisfied; (ii) each of the Repeating Representations set out in Clause 19 (Representations and warranties) of the Agreement is true and correct; and (iii) no event or circumstances has occurred and is continuing which constitute or may constitute an Event of Default. Yours sincerely for and on behalf of [Borrowers] By: __________________________________ Name: Title: [authorised officer] BD-#34696673-v11 113
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Schedule 4 FORM OF SELECTION NOTICE To: [], as Agent From:FLEX LNG Ltd. Date: [***] $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”) We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when used in this Selection Notice. (a) We refer to the amount outstanding under the Commercial Facility Loans with Interest Periods ending on [**]. (b) We request that the next Interest Period for the Commercial Facility Loans is [**]. This Selection Notice is irrevocable. Yours sincerely for and on behalf of FLEX LNG Ltd. By: ______________________________ Name: Title: BD-#34696673-v11 114
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Schedule 5 FORM OF COMPLIANCE CERTIFICATE To: [], as Agent From:FLEX LNG Ltd. Date: [***] [To be delivered no later than 120/60 days after each Reporting Date] $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”) We refer to the Agreement. Terms defined in the Agreement have their defined meanings when used in this Compliance Certificate. 5 We hereby represent and warrant that at the date of this Compliance Certificate, we are in compliance with Clause 21 (Financial covenants), that no Event of Default has occurred and that the Repeating Representations contained in Clause 19 (Representations and warranties) of the Agreement are true and correct at the date hereof as if made with respect to the facts and circumstances existing at this date. 6 Without limiting the generality of paragraph 1 above, we hereby further represent and warrant as follows: Equity Ratio For the purpose of Clause 21.3 a) (Equity Ratio) we confirm as follows: Total Assets USD [] Total Liabilities USD [] Equity (Total Assets less Total Liabilities) USD [] Equity Ratio [ ]:1.00 Requirement: Not lower than 0.25:1.00 Compliance: [Yes/No] Working Capital For the purpose of Clause 21.3 b) (Working Capital) we confirm as follows: Working Capital: USD [] Requirement: Working Capital > 0 Compliance: [Yes/No] Liquidity For the purpose of Clause 21.3 c) (Liquidity) we confirm as follows: Liquidity: USD [] of which Cash and Cash Equivalents is: USD [] Group’s total interest bearing Financial Indebtedness on a consolidated basis, net of USD [] (“NIBD”) Cash and Cash Equivalents. 5% of which is USD [] Requirement: Liquidity > Higher of (i) USD 25,000,000 and (ii) 5% of NIBD Compliance: [Yes/No] BD-#34696673-v11 115
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Collateral Maintenance Test For the purpose of Clause 7.1 (Collateral Maintenance Test) we confirm as follows: Market Values* USD []/[Not delivered] Flex Artemis USD []/[Not delivered] Flex Resolute USD []/[Not delivered] Flex Freedom USD []/[Not delivered] Flex Aurora USD []/[Not delivered] Flex Amber USD []/[Not delivered] [Alternative Vessel] USD []/[Not delivered] (A) Aggregate Market Value: USD [] (B) Aggregate Loans: USD [] Ratio (A/B): [ ]% Requirement: (A/B) > 130% Compliance: [Yes/No] * Evidence of Market Values attached hereto 7 This Compliance Certificate shall be governed by and construed in accordance with English law. Yours sincerely for and on behalf of FLEX LNG Ltd. By: __________________________________ Name: Title: Principal Financial Officer BD-#34696673-v11 116
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Schedule 6 FORM OF TRANSFER CERTIFICATE To: [], as Agent From:[**] (the “Existing Lender” and [**] (the “New Lender”) Date: [**] $629,000,000 FACILITY AGREEMENT DATED [] 2020 (THE “AGREEMENT”) 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2 We refer to Clauses 25.3 (Limitations of responsibility of Existing Lenders), 25.4 (Procedure for Transfer) and 25.5 (Effects of the Transfer): (a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participations in the Loans under the Agreement as specified in the Schedule. (b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Xxxxxx’s Commitment(s) and participations in the Loans under the Agreement specified in the Schedule. (c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above. (d) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule. 3 The proposed Transfer Date is [●]. 4 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 5 This Transfer Certificate and any non-contractual obligations connected with it are governed by English law. 6 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. BD-#34696673-v11 117
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The Schedule Rights to be assigned and obligations to be released and undertaken [insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments.] [Existing Lender] [New Lender] By: By: This is accepted by the Agent as a Transfer Certificate and the Transfer Date is confirmed as []. Signature of this Transfer Certificate by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party. [Agent] By: BD-#34696673-v11 118
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Schedule 7 VESSELS Name of Vessel: Flex Amber Type of Vessel: LNG carrier Capacity: 174,000 cbm Shipbuilding Contract 6 March 2018 Hull No: 8011 Yard Hyundai Samho Heavy Industries Co., Ltd. Intermediate MOA 28 May 2018 Intermediate Buyer Sea America Inc. Scheduled Delivery Date 31 August 2020 Owner: FLEX LNG Amber Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C) Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 119
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Name of Vessel: Flex Aurora Type of Vessel: LNG carrier Capacity: 174,000 cbm Shipbuilding Contract 6 March 2018 Hull No: 8010 Yard Hyundai Samho Heavy Industries Co., Ltd. Intermediate MOA 28 May 2018 Intermediate Buyer Sea Aurora Inc. Scheduled Delivery Date 30 June 2020 Owner: FLEX LNG Aurora Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C) Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 120
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Name of Vessel: Flex Freedom Type of Vessel: LNG carrier Capacity: 173,400 cbm Shipbuilding Contract 5 July 2018 Hull No: 2492 Yard Daewoo Shipbuilding & Marine Engineering Co., Ltd. Intermediate MOA 15 October 2018 Intermediate Buyer Sea Freedom Shipowning Inc. Scheduled Delivery Date 30 November 2020 Owner: FLEX Freedom Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B), CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 121
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Name of Vessel: Flex Artemis Type of Vessel: LNG carrier Capacity: 173,400 cbm Shipbuilding Contract 26 February 2018 Hull No: 2479 Yard Daewoo Shipbuilding & Marine Engineering Co., Ltd. Intermediate MOA 15 October 2018 Intermediate Buyer Sea Reliance Inc. Scheduled Delivery Date 31 August 2020 Owner: FLEX LNG Reliance Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for Liquefied Gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B), CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 122
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Name of Vessel: Flex Resolute Type of Vessel: LNG carrier Capacity: 173,400 cbm Shipbuilding Contract 26 February 2018 Hull No: 2480 Yard Daewoo Shipbuilding & Marine Engineering Co., Ltd. Intermediate MOA 15 October 2018 Intermediate Buyer Sea Resulute Inc. Scheduled Delivery Date 30 September 2020 Owner: FLEX LNG Resolute Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for Liquefied Gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0#1, BIS, TMON, COAT-PSPC(B), CMON, BWM(T), Clean, NAUT(OC)#2, Recyclable Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 123
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ALTERNATIVE VESSELS Name of Alternative Vessel: Flex Volunteer Type of Alternative Vessel: LNG carrier Capacity: 174,000 cbm Shipbuilding Contract 30 June 2018 Hull No: 8012 Yard Hyundai Samho Heavy Industries Co., Ltd. Scheduled Delivery Date 28 February 2021 Owner: FLEX Volunteer Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C) Classification Society: DNV GL Commitment ($) $125,800,000 Name of Alternative Vessel: Flex Vigilant Type of Alternative Vessel: LNG carrier Capacity: 174,000 cbm Shipbuilding Contract 30 June 2018 Hull No: 8013 Yard Hyundai Samho Heavy Industries Co., Ltd. Scheduled Delivery Date 31 May 2021 Owner: FLEX Vigilant Limited Flag State: Xxxxxxxx Islands Port of Registry: Majuro Classification: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0, BIS, TMON, COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C) Classification Society: DNV GL Commitment ($) $125,800,000 BD-#34696673-v11 124
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Schedule 8 REPAYMENT SCHEDULE (USD) Per Vessel Period Commercial Facility Kexim Guaranteed Facility Kexim Facility Total Repayment Balance Repayment Balance Repayment Balance Total Repayment Total Balance 0 50,000,000.00 37,824,200.00 37,975,800.00 125,800,000.00 1 50,000,000.00 3,152,016.67 34,672,183.33 6,316.67 37,969,483.33 3,158,333.33 122,641,666.67 2 50,000,000.00 3,152,016.67 31,520,166.67 6,316.67 37,963,166.67 3,158,333.33 119,483,333.33 3 50,000,000.00 3,152,016.67 28,368,150.00 6,316.67 37,956,850.00 3,158,333.33 116,325,000.00 4 50,000,000.00 3,152,016.67 25,216,133.33 6,316.67 37,950,533.33 3,158,333.33 113,166,666.67 5 50,000,000.00 3,152,016.67 22,064,116.67 6,316.67 37,944,216.67 3,158,333.33 110,008,333.33 6 50,000,000.00 3,152,016.67 18,912,100.00 6,316.67 37,937,900.00 3,158,333.33 106,850,000.00 7 50,000,000.00 3,152,016.67 15,760,083.33 6,316.67 37,931,583.33 3,158,333.33 103,691,666.67 8 50,000,000.00 3,152,016.67 12,608,066.67 6,316.67 37,925,266.67 3,158,333.33 100,533,333.33 9 50,000,000.00 3,152,016.67 9,456,050.00 6,316.67 37,918,950.00 3,158,333.33 97,375,000.00 10 50,000,000.00 0.00 3,152,016.67 6,304,033.33 6,316.67 37,912,633.33 53,158,333.33 44,216,666.67 11 3,152,016.67 3,152,016.67 6,316.67 37,906,316.67 3,158,333.33 41,058,333.33 12 3,152,016.67 0.00 6,316.67 37,900,000.00 3,158,333.33 37,900,000.00 13 3,158,333.33 34,741,666.67 3,158,333.33 34,741,666.67 14 3,158,333.33 31,583,333.33 3,158,333.33 31,583,333.33 15 3,158,333.33 28,425,000.00 3,158,333.33 28,425,000.00 16 3,158,333.33 25,266,666.67 3,158,333.33 25,266,666.67 BD-#34696673-v11 125
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17 3,158,333.33 22,108,333.33 3,158,333.33 22,108,333.33 18 3,158,333.33 18,950,000.00 3,158,333.33 18,950,000.00 19 3,158,333.33 15,791,666.67 3,158,333.33 15,791,666.67 20 3,158,333.33 12,633,333.33 3,158,333.33 12,633,333.33 21 3,158,333.33 9,475,000.00 3,158,333.33 9,475,000.00 22 3,158,333.33 6,316,666.67 3,158,333.33 6,316,666.67 23 3,158,333.33 3,158,333.33 3,158,333.33 3,158,333.33 24 3,158,333.33 0.00 3,158,333.33 0.00 BD-#34696673-v11 126
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Schedule 9 FORM OF INCREASE CONFIRMATION To: [], as Agent, and [], for and on behalf of each Obligor From: [the Accordion Lender] (the Accordion Lender) Dated: [●] $629,000,000 Facility Agreement dated [] 2020 (the "Agreement") 1 We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation. 2 We refer to Clause 2.5 (Accordion option) of the Facility Agreement. 3 The Accordion Xxxxxx agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if it was an Original Commercial Facility Lender under the Agreement. 4 The proposed date on which the increase in relation to the Accordion Lender and the Relevant Commitment is to take effect (the "Increase Date") is []. 5 On the Increase Date, the Accordion Lender becomes a party to the relevant Finance Documents as a Lender. 6 The Facility Office and address, fax number and attention details for notices to the Accordion Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule. 7 This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation. 8 This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law. 9 This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation. BD-#34696673-v11 127
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