|
|
|
|
Document Preview Facility Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Facility Agreement |
|||
|
Entities: |
Canadian Imperial Bank of Commerce; Citibank, NA; Golar LNG Ltd.; International Swaps & Derivatives Association, Inc. |
|||
|
Date: |
2006 |
|||
|
Size: |
Preview shows 48KB of 319KB total |
|||
|
Price: |
$87 |
|||
|
ID: |
#2254092 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
Dated 2005
------------------------------
GOLAR GAS HOLDING COMPANY, INC. (1)
(Borrower)
BANKS AND FINANCIAL INSTITUTIONS (2)
referred to herein
(Lenders)
NORDEA BANK NORGE ASA
DnB NOR BANK ASA
CITIGROUP GLOBAL MARKET LIMITED
FORTIS BANK (NEDERLAND) N.V. (3)
(Lead Arrangers)
NORDEA BANK NORGE ASA (4)
(Facility Agent and Security Agent)
NORDEA BANK NORGE ASA
CITIGROUP GLOBAL MARKET LIMITED
DnB NOR BANK ASA (5)
(Book Runners)
and
NORDEA BANK FINLAND PLC (6)
(Documentation Agent)
------------------------------
FACILITY AGREEMENT
for a $300,000,000 Senior Secured
Term Loan
------------------------------
NORTON ROSE
{PAGE}
Contents
Clause Page
1 Purpose and definitions.................................................1
2 The Commitments and the Loan...........................................20
3 Interest...............................................................21
4 Repayment and prepayment...............................................23
5 Fees commission and expenses...........................................26
6 Payments and taxes; accounts and calculations..........................27
7 Representations and warranties.........................................30
8 Undertakings...........................................................35
9 Conditions.............................................................53
10 Events of Default......................................................53
11 Indemnities............................................................57
12 Unlawfulness and increased costs.......................................58
13 Set-off, pro rata payments.............................................60
14 Accounts...............................................................61
15 Transfer and lending office............................................63
16 Facility Agent, Security Agent and Reference Banks.....................66
17 Notices and other matters..............................................66
18 Governing law and jurisdiction.........................................68
Schedule 1 The Banks and their Commitments....................................69
Schedule 2 The Ships..........................................................70
Schedule 3 Form of Drawdown Notice............................................73
Schedule 4 Documents and evidence required as conditions precedent
(referred to in clause 9)............................................74
Schedule 5 Repayment Schedule.................................................78
Schedule 6 Form of Transfer Certificate.......................................79
Schedule 7 Calculation of Additional Cost.....................................83
Schedule 8 Form of officer's certificate
(referred to in clause 8.1.5(b)(iv))...............................85
{PAGE}
THIS AGREEMENT is dated March 2005 and made BETWEEN:
(1) GOLAR GAS HOLDING COMPANY, INC. (a Liberian corporation) as Borrower;
(2) NORDEA BANK NORGE ASA, DnB NOR BANK ASA, CITIGROUP GLOBAL MARKET LIMITED
and FORTIS BANK (NEDERLAND) N.V. as Lead Arrangers;
(3) the banks and financial institutions whose names and addresses are set
out in Schedule 1 as lenders;
(4) NORDEA BANK FINLAND PLC, London Branch as Documentation Agent;
(5) NORDEA BANK NORGE ASA as Facility Agent;
(6) NORDEA BANK NORGE ASA as Security Agent; and
(7) CITIGROUP GLOBAL MARKET LIMITED, NORDEA BANK NORGE ASA and DnB NOR BANK
ASA as Book Runners.
IT IS AGREED as follows:
1 Purpose and definitions
1.1 Purpose
This Agreement sets out the terms and conditions upon and subject to
which the Banks agree, according to their several obligations, to make
available to the Borrower a term loan of up to three hundred million
Dollars ($300,000,000) to (a) refinance the Previous Facility and the
Previous Second Facility, (b) to pay fees and expenses incurred in
connection with this Agreement and (c) to provide for the Borrower's and
the Golar LNG Group's general corporate and working capital purposes.
1.2 Definitions
In this Agreement, unless the context otherwise requires:
"Account Bank" means Nordea Bank Norge ASA acting through its office at
P.O. Box 1166, Sentrum, 0107 Oslo, Norway (in respect of one of the
Earnings Accounts) and Nordea Bank Finland Plc, London Branch acting
through its office at 55 Basinghall Street, London EC2V 5NB (in respect
of the other Earnings Accounts) and includes any other bank designated in
writing by the Facility Agent (at the request of the Borrower and acting
on the instructions of the Majority Banks) to be an "Account Bank" for
the purposes of the Security Documents (whether generally or in relation
to a specific Earnings Account);
"Additional Cost" means, in relation to any period, a percentage
calculated for such period at an annual rate determined in accordance
with Schedule 7;
"Additional Lease Security Amount" means the amount of any additional
security from time to time to be provided by the Borrower (or the Parent
or any other member of the Golar Gas Group) pursuant to clause 25 or any
other relevant provision of the relevant Lease Agreement, after having
first obtained the prior written consent of the Banks pursuant to clause
8.3.13;
"Affiliate" of any specified person means any other person directly or
indirectly controlling, or controlled by, or under direct or indirect
common control with such specified person;
"Agency Agreement" means the agency and trust agreement of even date
herewith executed or (as the context may require) to be executed between
(among others) the Lead Arrangers, the Facility Agent, the Security
Agent, the Banks, the Borrower and the Guarantors in the agreed form;
"A&L" means Alliance & Leicester plc, a company incorporated under the
laws of England with its registered office at 49 Park Lane, London W1K
1EQ, England;
"Annual Financial Statements" means annual:
(a) financial statements of each Bareboat Charterer;
(b) consolidated financial statements of the Golar LNG Group;
each comprising a profit and loss account and a balance sheet and cash
flow statement and audited by the Auditors; and
(c) unaudited consolidated management accounts of the Golar Gas Group;
"Annualised EBITDA" means at any relevant date the EBITDA for the three
(3) month period ending on such date multiplied by four (4);
"Applicable Security Amount" means the amount from time to time of the
Applicable Security Amount as defined in each of the Lease Agreements;
"Approved Brokers" means, in relation to a Ship, such firm of insurance
brokers, appointed by its Bareboat Charterer, as may from time to time be
approved in writing by the Facility Agent for the purposes of this
Agreement;
"Approved Charter" means, in relation to a Ship, the time charterparty in
respect of such Ship details of which are specified in part 2 of schedule
2 and any future charter in respect of such Ship entered into in
accordance with clause 8.4.15 and including any extensions and
replacements thereof pursuant to the terms thereof approved by the
Security Agent, and including any other charters approved by the Security
Agent for the purposes of this Agreement and "Approved Charters" means
all of such approved charters;
"Approved Charterer" means, in relation to a Ship, the person who is the
charterer or employer of such Ship under an Approved Charter of such
Ship;
"Approved Management Agreement" means, in relation to each Ship:
(a) as at the Drawdown Date in respect of such Ship, the management
agreement between the relevant Bareboat Charterer and the Manager
thereof providing (inter alia) for the Manager to provide the
technical management of (inter alia) such Ship, details of which
are specified in Part 2 of Schedule 2; and
(b) any future management agreement relative (inter alia) to that Ship
entered into by the relevant Bareboat Charterer with an Approved
Manager on terms previously approved by the Facility Agent (such
approval not to be unreasonably withheld);
"Approved Manager" means, in relation to a Ship:
(a) with effect from the Drawdown Date in respect of such Ship, the
Manager for that Ship (including, but not limited to, any other
manager or sub-manager to whom the Manager may delegate its
management of such Ship on terms, inter alia, that the Manager
remains wholly responsible as principal to the relevant Bareboat
Charterer for the due performance of the relevant management
obligations); or
(b) any other entity appointed with the prior written consent of the
Facility Agent as manager or sub-manager of such Ship;
"Auditors" means PricewaterhouseCoopers or another first class firm of
international accountants;
"Banking Day" means a day on which dealings in deposits in Dollars are
carried on in the London Interbank Eurocurrency Market and (other than
Saturday or Sunday) on which banks are open for business in London, New
York City and Oslo (or any other relevant place of payment under clause
6);
"Banks" means the banks and financial institutions listed in Schedule 1
and includes their successors in title and assignees and transferees;
"Bareboat Charter" means, in relation to a Ship a bareboat charter
entered into between the Borrower and its relevant Bareboat Charterer,
and "Bareboat Charters" means all of such bareboat charters;
"Bareboat Charterer" means, in relation to a Ship the company
incorporated in England and Wales whose registered office is at 30 Marsh
Wall, London E14 9TP and whose name is set forth against the name of such
Ship in column (c) of the table part 1 of schedule 2 and "Bareboat
Charterers" means all of such bareboat charterers;
"Bareboat Charterer's Earnings" means, in relation to each Bareboat
Charterer, the Earnings payable to such Bareboat Charterer;
"Bareboat Charterer's Guarantee" means, in relation to a Ship, the
guarantee executed (or as the context may require) to be executed by the
relevant Bareboat Charterer in favour of the Security Agent in the agreed
form and "Bareboat Charterers' Guarantees" means all of such guarantees;
"Bareboat Earnings" means, in relation to each Ship, the Earnings payable
by the Bareboat Charterer of such Ship to the Borrower under or pursuant
to the relevant Bareboat Charter and/or any moneys payable to the
Borrower under any guarantee, security or other assurance given to the
Borrower at any time in respect of the relevant Bareboat Charterer's
obligations under or pursuant to such Bareboat Charter;
"Book Runners" means each of Nordea Bank Norge ASA of P.O. Box 1166,
Sentrum, 0107 Oslo, Norway, Citigroup plc 33 Canada Square, Canary Wharf,
London E14 5LB and DnB NOR Bank ASA of Stranden 21, N-0021 Oslo, Norway;
"Borrower" means Golar Gas Holding Company, Inc., a company incorporated
in Liberia whose registered office is at 80 Broad Street, Monrovia,
Liberia;
"Borrowed Money" means Indebtedness incurred in respect of:
(a) money borrowed or raised and debit balances at banks;
(b) any bond, note, loan stock, debenture or similar debt instrument;
(c) acceptance or documentary credit facilities;
(d) receivables sold or discounted (otherwise than on a non-recourse
basis);
(e) deferred payments for assets or services acquired (other than
assets or services acquired on normal commercial terms in the
ordinary course of business where payment is deferred by no more
than one hundred and eighty (180) days);
(f) Capitalised Lease Obligations;
(g) any other transaction (including without limitation forward sale
or purchase agreements) having the commercial effect of a
borrowing or raising of money;
(h) guarantees in respect of Indebtedness of any person falling within
any of (a) to (g) above; and
(i) preference share capital in the Borrower or any other member of
the Golar Gas Group which is or may be redeemable prior to the
Final Repayment Date and/or the full and final discharge of all
Indebtedness and liabilities of the Borrower under this Agreement;
"Breakage Costs" shall have the meaning ascribed to it in clause 11.1;
"capital expenditure" means expenditure incurred in:
(a) improving, upgrading or refurbishing any of the Ships or any other
vessels or other fixed assets of the Golar Gas Group;
(b) the acquisition of buildings, plant, machinery, vessels or other
fixed tangible assets of the Golar Gas Group or other expenditure
which is to be treated as capital expenditure in accordance with
the Relevant GAAP including Capitalised Lease Obligation
commitments
but does not include expenditure on repairing or maintaining any of the
Ships or any other vessels or other fixed assets;
"Capitalised Lease Obligation" of any person means the obligation to pay
rent or other payment amounts under a lease of (or other Borrowed Money
arrangements conveying the right to use) real or personal property which
is required to be classified and accounted for as a capitalised lease or
a liability on the face of a balance sheet of such person in accordance
with the Relevant GAAP (in the case of the Lease Agreements net of an
amount equal to the aggregate of the Applicable Security Amounts or any
Additional Lease Security Amount);
"Casualty Amount" means five million Dollars ($5,000,000) (or the
equivalent in any other currency) or, if the context so requires in
respect of any single refurbishment of the Ship to be undertaken by the
Borrower or, as the case may be, the Bareboat Charterer, during the
period of twenty four (24) months from the date of this Agreement, eight
million Dollars ($8,000,000);
"Charter Guarantee" means, in relation to a Ship:
(a) as at the date hereof, any guarantee in respect of the current
Approved Charter of that Ship which is specified in part 2 of
Schedule 2; and
(b) any other guarantee, letter of credit, Encumbrance or other
security given by any person to the relevant Bareboat Charterer or
(as the case may be) the Borrower in respect of the obligations of
the Approved Charterer under an Approved Charter of that Ship;
"Charter Guarantor" means, in relation to a Ship, any person who has
given a Charter Guarantee to the relevant Bareboat Charterer or (as the
case may be) the Borrower;
"Classification" means, in relation to each Ship, the classification set
forth against the name of such Ship in part 1 of Schedule 2 with its
Classification Society or such other classification as the Facility Agent
shall, at the request of the relevant Bareboat Charterer or (as the case
may be) the Borrower, have agreed in writing shall be treated as the
Classification of such Ship for the purposes of this Agreement;
"Classification Society" means, in relation to any Ship, the
classification society set forth against the name of such Ship in part 1
of Schedule 2 or such other classification society which the Facility
Agent shall, at the request of the relevant Bareboat Charterer or (as the
case may be) the Borrower, have agreed in writing shall be treated as its
Classification Society for the purposes of this Agreement;
"Commitment" means, in relation to a Bank, the amount set out opposite
its name in Schedule 1 or, as the case may be, in any relevant Transfer
Certificate, as reduced by any relevant term of this Agreement;
"Compulsory Acquisition" means requisition for title or other compulsory
acquisition, requisition, appropriation, expropriation, deprivation,
forfeiture or confiscation for any reason of a vessel by any Government
Entity or other competent authority, whether de jure or de facto, but
shall exclude requisition for use or hire not involving requisition of
title;
"Contribution" means, in relation to a Bank, the principal amount of the
Loan owing to such Bank at any relevant time;
"control" when used with respect to any person means either the ownership
of more than fifty per cent (50%) of the voting share capital (or
equivalent rights of ownership) of such person or the power to direct the
management and policies of such person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise, and
the terms "controlling" and "controlled" shall be construed accordingly;
"Creditors" means the Lead Arrangers, the Facility Agent, the Security
Agent and the Banks;
"Current Assets" means, on a consolidated basis, the current assets (as
determined in accordance with the Relevant GAAP) of the Golar Gas Group;
"Current Liabilities" means, on a consolidated basis, the current
liabilities (less the current portion of long-term debt, the current
portion of long-term capital lease obligations and mark to market swap
valuations) (as determined in accordance with the Relevant GAAP) of the
Golar Gas Group;
"Default" means any Event of Default or any event or circumstance which
with the giving of notice or lapse of time or the satisfaction of any
other condition (or any combination thereof) would constitute an Event of
Default;
"Disposal Repayment Amount" shall have the meaning ascribed thereto in
clause 4.4;
"Disposal Repayment Date" shall have the meaning ascribed thereto in
clause 4.4;
"Documentation Agent" means Nordea Bank Finland Plc, London branch acting
through its office at 55 Basinghall Street, London EC2V 5NB;
"Dollars" and the symbol "$" mean the lawful currency of the United
States of America and in respect of all payments to be made under any of
the Security Documents mean funds which are for same day settlement in
the New York Clearing House Interbank Payments System (or such other U.S.
dollar funds as may at the relevant time be customary for the settlement
of international banking transactions denominated in U.S. dollars);
"Drawdown Date" means the date on which the Loan is drawn down;
"Drawdown Notice" means a notice substantially in the terms of Schedule
3;
"Earnings" means, in relation to any Ship, all moneys whatsoever from
time to time due or payable to the relevant Bareboat Charterer or the
Borrower during the Security Period arising out of the use or operation
of such Ship including (but without limiting the generality of the
foregoing) all freight, hire and passage moneys, income arising out of
pooling arrangements, compensation payable to the relevant Bareboat
Charterer or the Borrower in the event of requisition of such Ship for
hire, remuneration for salvage or towage services, demurrage and
detention moneys and damages for breach (or payments for variation or
termination) of any charterparty or other contract for the employment of
such Ship and any sums recoverable under any loss of earnings insurance
and includes the Bareboat Earnings;
"Earnings Account" means any of the accounts of the Borrower or any
Bareboat Charterer of any Ship or all of the Bareboat Charterers with an
Account Bank designated in writing by the Facility Agent (at the request
of the Borrower or (where an existing Earnings Account is to be closed by
the relevant Account Bank) the Facility Agent and in either case acting
on the instructions of the Majority Banks) to be an Earnings Account for
the purposes of the Security Documents (and includes any fixed term
deposit contract or account associated with such account and/or arranged
through the Account Bank as contemplated by clause 14.1.2(c)) and which
is subject to an effective Encumbrance in favour of the Security Agent as
security for the obligations of the Borrower under this Agreement in
accordance with clause 14 and "Earnings Accounts" means all of such
accounts and fixed term deposit contracts and/or accounts;
"Earnings Account Security" means a deed of assignment or charge executed
or (as the context may require) to be executed by any person in favour of
the Security Agent in respect of (inter alia) an Earnings Account as
security for the obligations of the Borrower under this Agreement in the
agreed form or in such other form as the Facility Agent may reasonably
require for the purpose of creating effective security over such account
under any applicable laws;
"EBITDA" means, for any period, the earnings before interest, taxes and
depreciation and amortisation (calculated as income from operations plus
any depreciation and amortisation, Interest Expense, and taxes on overall
net income deducted in calculating income from operations in respect of
such period) of the Golar Gas Group determined in accordance with the
Relevant GAAP on a consolidated basis;
"Eligible Swap Contract" means any swap contracts entered or (as the
context shall require) to be entered into between the Borrower and the
Swap Banks upon and pursuant to any swap confirmation made or to be made
by the Borrower and incorporating the terms and conditions of any ISDA
Master Agreement made between the Borrower and each of the Swap Banks for
the purpose of swapping for and/or capping to a fixed interest rate the
Borrower's exposure under this Agreement to fluctuations in Dollar
interest rates and "continuing Eligible Swap Contract" means, at any
relevant time, an Eligible Swap Contract under which any party thereto
has or may have continuing actual or contingent obligations at such time;
"Eligible Swap Liabilities" means Swap Liabilities owing to any Swap Bank
incurred under an Eligible Swap Contract;
"Encumbrance" means any mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment, security deposit arrangement,
trust arrangement or security interest or other encumbrance of any kind
securing any obligation of any person or any type of preferential
arrangement (including, without limitation, conditional sale or title
transfer and/or retention arrangements having a similar effect);
"Environmental Approval" means any consent, authorisation, licence or
approval of any governmental or public body or authorities or courts
applicable to any vessel or its operation required under any
Environmental Law;
"Environmental Claim" means any and all enforcement, clean-up, removal or
other governmental or regulatory actions or orders instituted or
completed pursuant to any Environmental Law or any Environmental Approval
together with claims made by any third party relating to damage,
contribution, loss or injury, resulting from any actual or threatened
emission, spill, release or discharge of a Pollutant from any vessel;
"Environmental Laws" means all national, international and state laws,
rules, regulations, treaties and conventions applicable to any vessel
pertaining to the pollution or protection of human health or the
environment including, without limitation, the carriage of Pollutants and
actual or threatened emissions, spills, releases or discharges of
Pollutants;
"Equity Distribution" means, in relation to a person, any of the
following:
(a) the purchase, redemption or other acquisition for any value by
such person or any Subsidiary of such person of any ordinary or
preference shares of such person's share capital;
(b) the repayment, redemption or acquisition for value by such person
or any Subsidiary of such person of any other form of Equity
Finance received or raised by such person; or
(c) the declaration or payment of any dividend, interest, commission
or other costs or charges of a periodic nature in respect of
Equity Finance or the distribution of any of such person's present
or future assets, undertakings, rights or revenues to any of its
shareholders;
"Equity Finance" means:
(a) the issue for cash of ordinary shares in the Borrower;
(b) the issue for cash of preference shares in the Borrower (other
than preference share capital which constitutes Borrowed Money of
the Borrower);
(c) the incurring of Subordinated Debt; or
(d) any combination of the foregoing;
"Event of Default" means any of the events or circumstances described in
clause 10.1;
"Facility Agent" means Nordea Bank Norge ASA of P.O. Box 1166, Sentrum,
0107 Oslo, Norway or such other person as may be appointed Facility Agent
for the Banks pursuant to the Agency Agreement;
"Faraway" means Faraway Maritime Shipping Company Limited a company
incorporated in Liberia whose registered office is at 80 Broad Street,
Monrovia, Liberia;
"Final Repayment Date" means, subject to clause 6.4, the final date
specified in the table in Schedule 5;
"Flag State" means, in relation to each Ship, the United Kingdom, or in
relation to the Ship known as "Golar Spirit", the Marshall Islands, or
such other state or territory as the Banks may approve, at the request of
the relevant Bareboat Charterer, as being the "Flag State" of such Ship
for the purposes of the Security Documents;
"Free Available Cash" means, at any relevant time, the aggregate amount
credited to and/or invested in Earnings Accounts, freely available for
use by the Borrower and/or any of the Bareboat Charterers which may,
notwithstanding any Encumbrance, right of set-off or agreement with any
other party, be withdrawn and/or encashed and used by it for any lawful
purpose without restriction (save pursuant to the Security Documents);
"Golar Gas Group" means the Borrower, the Bareboat Charterers and their
respective Subsidiaries (other than Oxbow, Golar Maritime and Faraway);
"Golar LNG Group" means the Parent and its Subsidiaries and for the
purposes of the definitions of "Annual Financial Statements" and
"Quarterly Financial Statements" (and the expression "Golar LNG Group"
where used in such definitions) any company or entity whose accounts are
to be consolidated with those of the Parent in accordance with Relevant
GAAP shall be treated as a Subsidiary of the Parent;
"Golar Maritime" means Golar Maritime (Asia) Inc. a company incorporated
in Liberia whose registered office is at 80 Broad Street, Monrovia,
Liberia;
"Government Entity" means and includes (whether having a distinct legal
personality or not) any national or local government authority, board,
commission, department, division, organ, instrumentality, court or agency
and any association, organisation or institution of which any of the
foregoing is a member or to whose jurisdiction any of the foregoing is
subject or in whose activities any of the foregoing is a participant;
"Guarantees" means each of the Bareboat Charterers' Guarantees and the
Parent Guarantee and "Guarantee" means any of them;
"Guarantor" means any of the Parent and the Bareboat Charterers and
"Guarantors" means all of them;
"Indebtedness" means any obligation for the payment or repayment of
money, whether as principal or as surety and whether present or future,
actual or contingent;
"Insurances" means, in relation to any Ship, all policies and contracts
of insurance (which expression includes all entries of such vessel in a
protection and indemnity or war risks 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, inter alia, the relevant Owner and/or the Borrower
and/or the Bareboat Charterer (whether in the sole name of such Owner or
in the joint names of such Owner, the Borrower, Bareboat Charterer and
any other person) in respect of such Ship or otherwise howsoever in
connection with such Ship and all benefits thereof (including claims of
whatsoever nature and return of premiums);
"Interest Period" means, in relation to the Loan, each period for the
calculation of interest in respect of the Loan ascertained in accordance
with clauses 3.2 and 3.3;
"ISM Code" means the International Safety Management Code for the Safe
Operation of Ships and for Pollution Prevention constituted pursuant to
Resolution A.741 (18) of the International Maritime Organisation and
incorporated into the Safety of Life at Sea Convention and includes any
amendments or extensions of it and any regulation issued pursuant to it;
"ISPS Code" means the International Ship and Port Facility Security Code
constituted pursuant to Resolution A.924(22) of the International
Maritime Organisation and incorporated into the Safety of Life at Sea
Convention and includes any amendments or extensions thereto and any
regulation issued pursuant thereto;
"Latest Drawdown Date" means 30 April 2005 or such later date as the
Banks in their absolute discretion agree in writing;
"L/C Bank" means Bayerische Landesbank, a German company acting out of
its London branch at 13/14 Appold Street, London EC2A 2NB, Canadian
Imperial Bank of Commerce, a Canadian company acting out of its London
branch at Cottons Centre, Cottons Lane, London SE1 2QL and, where the
context so requires, such other bank as may replace the L/C Bank pursuant
to the Lease Agreements;
"L/C Deposit Account" means, with respect to each Lease Agreement, the
account opened by the Borrower with the L/C Banks into which the relevant
L/C Deposit has been paid;
"L/C Deposit Money" means, with respect to each L/C Deposit Account, each
cash deposit placed by the Borrower in the relevant L/C Deposit Account
as security for the Borrower's obligations under the Lease Agreement and
any moneys accruing to such account;
"L/C Deposit Surplus" means, with respect to each L/C Deposit, any amount
which may from time to time accrue by way of a financial benefit as
contemplated by the Approved Charters and which is surplus to the amount
required by the Borrower to discharge its obligations under the Lease
Agreements and which would, but for the provisions of clause 14.2,
otherwise be payable to the Borrower or such other person as it may
direct;
"L/C Deposit Surplus Account" means any account or accounts opened by the
Borrower with the Account Bank for the purpose of holding any L/C Deposit
Surplus in accordance with the provisions of clause 14.2;
"L/C Documents" means each of the Letters of Credit together with the
deposit agreement and deposit charge, guarantee and indemnity and
reimbursement agreement entered into between the Borrower and the
relevant L/C Bank in relation thereto;
"Lead Arrangers" means Nordea Bank Norge ASA of P.O. Box 1166, Sentrum,
0107 Oslo, Norway, DnB NOR Bank ASA of Stranden 21, 0021 Oslo, Norway,
Citigroup Global Market Limited of 33 Canada Square, Canary Wharf, London
E14 SLB and Fortis Bank (Nederland) N.V., Oslo Branch of Munkedamsveien
53b, 0250 Oslo, Norway and "Lead Arranger" means any of them;
"Lease Agreement" means, in relation to a Ship:
(a) prior to a Standby Ship Disposition, the lease agreement dated 8
April 2003 entered into between the relevant Lessor and the
Borrower (as lessee thereunder); and
(b) following a Standby Ship Disposition, the relevant Standby Lease,
and "Lease Agreements" means all such lease agreements;
"Lease Documents" means, for the purposes of this agreement, each of the
Lease Agreements and the guarantees relating thereto issued by the Parent
in favour of the relevant Lessors;
"Lessor" means, in relation to a Ship, the party listed opposite the name
of that Ship in column (b) of the table in part 1 of schedule 2 and
"Lessors" means all of such companies;
"Lessor Parent Support Letter" means, in relation to a Ship, the support
letter issued or (as the context may require) to be issued by A&L in
favour of the Security Agent with respect to the relevant Lessor and
"Lessor Parent Support Letters" means all such support letters;
"Letter of Credit" means, with respect to each Ship, a letter of credit
issued by the relevant L/C Bank in favour of the relevant Lessor whereby
the L/C Bank has secured certain payment obligations of the Borrower to
the Lessor under the relevant Lease Agreement and "Letters of Credit"
means all such letters of credit;
"LIBOR" means, in relation to a particular period, the rate for deposits
of Dollars for a period equivalent to such period at or about 11 am
(London time) on the second London Banking Day before the first day of
such period as displayed on Telerate page 3750 (British Bankers'
Association Interest Settlement Rates) (or such other page as may replace
such page 3750 on such system or on any other system of the information
vendor for the time being designated by the British Bankers' Association
to calculate the BBA Interest Settlement Rate (as defined in the British
Bankers' Association's Recommended Terms and Conditions ("BBAIRS" terms)
dated August, 1985)), provided that if on such date no such rate is so
displayed, LIBOR for such period shall be the arithmetic mean (rounded
upward if necessary to four decimal places) of the rates respectively
quoted to the Facility Agent by each of the Reference Banks at the
request of the Facility Agent as such Reference Bank's offered rate for
deposits of Dollars in an amount approximately equal to the amount in
relation to which LIBOR is to be determined for a period equivalent to
such period to prime banks in the London Interbank Market at or about 11
am (London time) on the second Banking Day before the first day of such
period;
"Loan" means the aggregate principal amount borrowed, or to be borrowed,
by the Borrower on the Drawdown Date or (as the context may require) the
aggregate principal amount owing to the Banks under this Agreement at any
relevant time;
"London Banking Day" means a day on which banks are open for business in
London;
"Loss Payable Clauses" means the provisions regulating the manner of
payment of sums receivable under the Insurances of a Ship which are to be
incorporated in the relevant insurance documents, such Loss Payable
Clauses to be in the forms set out in schedule 1 to the Proceeds Deeds or
in such other forms as may from time to time be agreed in writing by the
Facility Agent;
"Majority Banks" means Banks the aggregate of whose Commitments exceed
sixty six and two thirds per cent. (66(2)/3%) of the Total Commitments
save that, where the Commitments of a single Bank exceed, or the
aggregate Commitments of Banks which are Affiliates of each other
together exceed, sixty six and two thirds per cent. (66(2)/3%) of the
Total Commitments, "Majority Banks" shall mean Banks the aggregate of
whose Commitments exceed the Commitment of such single Bank or the
aggregate of the Commitments of such Banks who are Affiliates of each
other;
"Manager" means Golar Management (UK) Limited of 30 Marsh Wall, London
E14 9TP, England;
"Manager's Undertaking" means, in relation to a Ship, an agreement
entered or (as the context may require) to be entered into between the
Approved Manager of such Ship and the Security Agent in the agreed form;
"Margin" means one per cent. (1%);
"Marshall Island Conditions" means each of the following:
(a) originals of the duly executed Mortgage over "Golar Spirit"
(governed by the law of the Marshall Islands) and the Security
Assignment relating to such Mortgage (together, the "Re-flagging
Documents");
(b) any consents to the Re-flagging which may be required from any
party under the Proceeds Deed or otherwise;
(c) in relation to each of the parties to the Re-flagging Documents,
certified true copies of resolutions of each of its board of
directors approving such of the Re-flagging Documents to which it
is or is to be a party and authorising the signature, delivery and
performance of each such party's obligations thereunder, together
with originals or certified copies of any powers of attorney
issued by any party pursuant to such resolutions, or other
evidence acceptable to the Security Agent (in its absolute
discretion) of valid delegation of signing authority;
(d) documentary evidence that:
(i) the "Golar Spirit" is definitively and permanently
registered in the name of the relevant Lessor under the
Marshall Islands flag;
(ii) the Reflagging Documents have been registered against the
"Golar Spirit" on the Marshall Islands register;
(iii) the "Golar Spirit" is in the absolute and unencumbered
ownership (other than Permitted Encumbrances) of the
relevant Lessor;
(iv) the "Golar Spirit" maintains the class +1A1, Tanker for
Liquefied Gas (-163(degree)C, 0.5 ton/m3, 0.7 kg/cm2, DAT
-10(degree)): MV+KV, EO with Det Norske Veritas free of all
overdue recommendations and conditions of such
Classification Society; and
(v) each of the insurers/brokers in respect of the "Golar
Spirit"'s insurances have confirmed that such Ship remains
insured and will remain insured with/through them on the
same terms as required by the terms of this Agreement at
the time of and following the re-flagging;
(e) a favourable legal opinion from Holland & Knight LLP in respect of
Marshall Islands' law confirming (inter alia) the validity and
registration of the Re-flagging Documents under Marshall Islands
law; and
(f) any further opinions, consents, agreements and documents in
connection with the Re-flagging Documents which the Security Agent
may request by notice to the Borrower;
"month" means a period beginning in one calendar month and ending in the
|
End of Preview |
Home Intelligence Services Subscriptions News About Us