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Title: |
Lease Agreement |
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Entities: |
Canadian Imperial Bank of Commerce; Citibank, NA; Golar LNG Ltd. |
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Date: |
2006 |
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Size: |
Preview shows 9KB of 531KB total |
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Price: |
$74 |
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ID: |
#2254089 |
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Dated April 2003
-------------------------------
GOLAR KHANNUR (BERMUDA) LIMITED
(to be renamed SOVEREIGN KHANNUR LIMITED) (1)
and
GOLAR GAS HOLDING COMPANY, INC. (2)
LEASE AGREEMENT
relating to "KHANNUR"
NORTON ROSE
{PAGE}
Contents
clause Page
1 Purpose and definitions..........................................1
2 Lessee's representations and warranties.........................21
3 Term of Lease...................................................26
4 Conditions......................................................30
5 Delivery and acceptance.........................................31
6 Extent of Lessor's liability....................................32
7 Rental..........................................................33
8 Payments, interest and calculations.............................33
9 Costs and indemnities...........................................35
10 Taxation........................................................39
11 General undertakings............................................44
12 Sub-leasing.....................................................48
13 Use and trade of the Ship.......................................49
14 Title, registration, name and house flag........................50
15 Maintenance and operation.......................................51
16 Insurance Undertakings: wreck removal...........................56
17 Powers of Lessor to remedy defaults.............................61
18 Redelivery......................................................62
19 Consumable stores...............................................63
20 Use of equipment and replacement................................63
21 Encumbrances: Lessor's undertakings.............................64
22 Loss and damage.................................................64
23 Salvage.........................................................67
24 Requisition for hire............................................67
25 Security Provisions.............................................69
26 Termination Events..............................................77
27 Lessor's rights following a Termination Event and
Mandatory Prepayment Event......................................80
28 Notices.........................................................83
29 Liens and indemnities...........................................84
30 Assignment and sale of Ship.....................................85
31 Increased costs, funding problems and illegality................86
32 Refinancings....................................................88
33 Miscellaneous...................................................89
34 Governing law and jurisdiction..................................91
Schedule 1 List of documents and evidence..............................92
Schedule 2 Form of Delivery Request Notice.............................94
Schedule 3 Form of Protocol of Delivery and Acceptance
under Lease.................................................95
Schedule 4 Financial Schedule..........................................96
Schedule 5 Forms of Loss Payable Clause................................97
Schedule 6 Form of Compliance Certificate..............................98
99
K:\DEPT\BD\SRH\AA39491\Legal\khannurlease01.doc THIS LEASE is dated April 2003
and made BETWEEN:
(1) GOLAR KHANNUR (BERMUDA) LIMITED (whose name is to be changed to Sovereign
Khannur Limited), a company incorporated in Bermuda whose principal place
of business is situated at Sovereign House, 298 Deansgate, Manchester M3
4HH (the "Lessor"); and
(2) GOLAR GAS HOLDING COMPANY, INC., a company incorporated in the Republic
of Liberia whose registered office is situated at 80 Broad Street,
Monrovia, Republic of Liberia (the "Lessee").
BY WHICH IT IS AGREED as follows :
1 Purpose and definitions
1.1 Purpose
This Lease sets out the terms and conditions upon and subject to which
the Lessor agrees to lease to the Lessee, and the Lessee agrees to take
on lease, the Ship.
1.2 Definitions
In this Lease, unless the context otherwise requires:
"Account Bank" means Nordea Bank Finland Plc of 8th Floor, City Place
House, 55 Basinghall Street, London EC2V 5NB and includes its successors
in title;
"Accounting Period" means an accounting period as defined in section 12
ICTA;
"Additional Amount" has the meaning given to that expression in the
Letter of Credit;
"Additional Security" means any additional security for the obligations
of the Lessee under this Lease provided in accordance with clause 25 in
form and content acceptable to the Lessor and, where the context so
requires, includes any replacement of such additional security issued
pursuant to clause 25;
"Additional Security Amount" means, at any time, the amount in Sterling
(as certified by the Lessor whose certificate shall, in the absence of
manifest error, be conclusive and binding on the Lessee) which is the
value of any Additional Security at such time (but for the purpose of the
definition of the Applicable Security Amount and in the case of any
Additional Security provided by a Relevant Bank, disregarding any
Relevant Bank Change of Law Event or Relevant Bank Illegality Event which
may affect the liability of the LC Bank to the Lessor in respect of the
relevant Additional Security at such time);
"Additional Security Documents" means all documents under which
Additional Security is constituted or by which such security is evidenced
or pursuant to which any person secures the provision of any Additional
Security;
"Additional Security Provider" means any entity providing Additional
Security and, where the context so requires, means any entity issuing any
replacement Additional Security pursuant to clause 25;
"Additional Security Table" has the meaning given to that expression in
the Financial Schedule;
"Adjustment Period" has the meaning given to that expression in the
Financial Schedule;
"Adverse Event" has the meaning given to that expression in the Letter of
Credit;
"Adverse Event Notice" has the meaning given to that expression in the
Letter of Credit;
"Agency and Trust Deed" means the agency and trust deed of even date
herewith made between the Lessor, the Other Lessors, the Lessor Agent,
the Lessee, the Sub-Lessee, the Other Sub-Lessees and the Standby
Purchaser relating to (inter alia) the Lessee Third Party Assignment and
the Sub-Lessee Third Party Assignment;
"Annual Financial Statements" means annual:
(a) financial statements of the Lessee, the Manager, the Sub-Lessee
and each of the Other Sub-Lessees;
(b) consolidated financial statements of the Lessee Group; and
(c) proforma combined and consolidated financial statements of the
Golar Gas Group,
each comprising a profit and loss account and a balance sheet and cash
flow statement and audited by the Lessee's Auditors;
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