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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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December 31, 2025 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Date of event requiring this shell company report |
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| For the transition period from |
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| Commission file number |
000-50113 |
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| Golar LNG Limited |
| (Exact name of Registrant as specified in its charter) |
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| Bermuda |
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2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road, Hamilton
HM 11, Bermuda
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Mi Hong Yoon
S.E. Pearman Building
2nd Floor 9 Par-la-Ville Road, Hamilton
HM 11, Bermuda
Telephone: +1 (441) 295-4705
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to section 12(b) of the Act.
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| Title of each class |
Trading Symbol |
Name of each exchange
on which registered |
| Common Shares, par value, $1.00 per share |
GLNG |
Nasdaq Global Select Market |
Securities registered or to be registered pursuant to section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
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As of December 31, 2025, the registrant had 101,319,440 outstanding issued common shares. |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934.
Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).
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| Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP |
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International Financial Reporting Standards as issued by the International Accounting
Standards Board
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Other |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
INDEX TO REPORT ON FORM 20-F
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “projected”, “plan”, “potential”, “continue”, “will”, “may”, “could”, “should”, “would”, “expect” and similar expressions identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:
•our ability to fulfill our obligations under our commercial agreements, including the Liquefaction Tolling Agreement (the “LTA”) for the FLNG Hilli Episeyo (“FLNG Hilli”) and the 20-year Lease and Operate Agreement (the “LOA”) for the FLNG Gimi (“FLNG Gimi”);
•our ability to perform under our agreements with Southern Energy S.A. (“SESA”) for the deployment of FLNG Hilli and MKII FLNG (“MKII FLNG”) in Argentina, including the timely completion of redeployment and commissioning activities, as well as SESA’s ability to meet its commitments to us;
•our ability to complete the MKII conversion and FLNG Hilli refurbishment in a timely manner and within budget;
•our ability to obtain additional financing or refinance existing debt on acceptable terms or at all;
•global economic trends, competition, and geopolitical risks, including actions by the U.S. government, trade tensions or conflicts such as those between the U.S. and China, related sanctions, the potential effects of any Russia-Ukraine peace settlement on liquefied natural gas (“LNG”) supply and demand and heightened geopolitical tensions or military conflict in the Middle East, including conflicts involving Iran, Israel and the United States;
•an increase in tax liabilities in the jurisdictions where we are currently operating, have previously operated or expect to operate;
•any material decline or prolonged weakness in tolling rates for FLNGs;
•any failure of shipyards to comply with project schedules, performance specifications or agreed prices;
•any failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;
•continuing volatility in the global financial markets, including commodity prices, foreign exchange rates and interest rates and global trade policy, particularly the imposition of tariffs by the U.S. government;
•changes in general domestic and international political conditions, particularly where we operate, or where we seek to operate;
•changes in our ability to retrofit vessels as FLNGs, including the availability of donor vessels to purchase and the time it takes to build new vessels;
•continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure under contractual arrangements, including our future projects and other contracts to which we are a party;
•our ability to close potential future transactions in relation to equity interests in our vessels or to monetize our remaining investments in other businesses on a timely basis or at all;
•increases in operating costs as a result of inflation or trade policy, including salaries and wages, insurance, crew and related costs, repairs and maintenance and spares;
•claims made or losses incurred in connection with our continuing obligations;
•the ability of certain parties to meet their respective obligations to us, including indemnification obligations;
•changes to rules and regulations applicable to FLNGs or other parts of the natural gas and LNG supply chain;
•rules on climate-related disclosures promulgated by the European Union, including but not limited to disclosure of certain climate-related risks and financial impacts, as well as greenhouse gas emissions;
•actions taken by regulatory authorities that may prohibit the access of FLNGs to various ports and locations; and
•other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission, including our annual report on Form 20-F.
Please see our Risk Factors in Item 3 of this report for a more complete discussion of these and other risks and uncertainties. We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.
All forward-looking statements included in this report are made only as of the date of this report and, except as required by law, we assume no obligation to revise or update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
Throughout this report, unless the context indicates otherwise, the “Company”, “Golar”, “Golar LNG”, “we”, “us”, and “our” all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar Management Ltd, or Golar Management, or to all such entities. Unless otherwise indicated, all references to “USD” and “$” in this report are to U.S. dollars.
A. Reserved
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors summarized and detailed below could materially and adversely affect our business, our financial condition, our results of operations and the trading price of our common shares. We have categorized the risks we face based on whether they arise from our FLNG projects, FLNG operations, financing activities, from the industry in which we operate, matters specific to our common shares and taxation. The order in which these risks are presented reflects management’s assessment of their relative significance. Where relevant, we have grouped together related risks into the following categories:
◦Risks related to our existing and prospective FLNG projects
■Our ability to meet our obligations in connection with FLNG Hilli's refurbishment and the conversion of the MKII FLNG and their respective charters to SESA;
■Our heavy reliance on a limited number of contractors, suppliers and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions; and
■Our ability to develop, structure and execute a fourth FLNG aligned with specific customer requirements and conversion strategy.
◦Risks related to our operations
■Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi;
■Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli;
■Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition;
■Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition;
■We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business;
■We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our management and our results of operations;
■Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and have an associated impact on financial performance of our FLNGs;
■A cyberattack could materially impact our reputation, operations or financial performance; ■Net investment in sales-type leases may be subject to credit loss provision or changes in valuation, which could adversely affect our results of operations.
■Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations;
■We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound and other foreign currency fluctuations and devaluations that could harm our results of operations;
■We will have to make additional contributions to our pension scheme because it is underfunded; and
■Our investments in businesses outside our core FLNG operations may not achieve anticipated profitability and could result in future impairments.
◦Risks related to the financing of our business
■We may not be able to obtain new funding sources to meet our obligations as they fall due or to fund our growth or our existing and future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends;
■Some of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities;
Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility;
We are exposed to volatility in the Secured Overnight Financing Rate (“SOFR”) and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates;
■We are exposed to potential liabilities under guarantees and indemnities provided in connection with certain of our subsidiaries, equity method investees, former investees and other counterparties;
■Our consolidated lessor variable interest entity (“VIE”) may enter into different financing arrangements, which could affect our financial condition, results of operations and cash flows; and
■Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition.
◦Risks related to our industry
■Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs;
■Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations;
■Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Bribery Act of the UK (the “UK Bribery Act”) and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations;
■Our operations are subject to extensive and changing laws, regulations, reporting requirements and environmental and social attitudes towards fossil fuel, may have an adverse effect on our business;
■We are subject to the economic, political, social and other conditions in the jurisdictions where we operate;
■Potential new trade policies, such as tariffs, could adversely affect our operations, costs, and business; and
■Sustainability considerations may adversely impact our operations and markets.
◦Risks related to our common shares
■The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors;
■Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment;
■We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares;
■Because we are a Bermuda exempted company, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company; and
■Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States.
◦Risks related to tax
■As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements;
■The enactment of a corporate income tax in Bermuda could adversely affect us;
■We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or have previously operated in which we or our subsidiaries are organized, could adversely affect our business, results of operations and financial condition; and
■We could be treated as or become a passive foreign investment company (“PFIC”), which could have adverse U.S. federal income tax consequences to U.S. shareholders.
Risks related to our existing and prospective FLNG project
•Our ability to meet our obligations in connection with FLNG Hilli's refurbishment and the conversion of the MKII FLNG and their respective charters to SESA.
The FLNG Hilli and MKII FLNG have both secured 20-year charters with SESA. We are required to satisfy certain contractual obligations with SESA in connection with both projects, including the timely delivery of each vessel to site and compliance with agreed technical performance specifications. Following the scheduled maturity of the LTA, FLNG Hilli will disconnect and sail from its moorings in Cameroon to Seatrium in Singapore to undergo refurbishment, modifications and project-specific upgrades prior to commencing her 20-year redeployment in Argentina. Any delays or complications in the decommissioning process or export of the vessel, including during its transit to Singapore, could result in increased costs, operational disruptions, penalties or claims, and may impact the timing of the FLNG Hilli’s refurbishment and subsequent redeployment under its charter with SESA. Such events could have a material adverse effect on our results of operations, cash flows and financial condition.
Additionally, in September 2024, we entered into an Engineering, Procurement and Construction (“EPC”) agreement with CIMC Raffles (“CIMC”), a Chinese manufacturer of vessels and other marine equipment, in connection with the conversion of the Fuji LNG into the MKII FLNG. Although we have implemented detailed project plans and governance frameworks to support disciplined execution, both projects remain subject to customary project risks, including contractor performance, cost inflation and supply chain constraints. The failure of the shipyard to adhere to performance specifications in refurbishment or conversion could compromise the operational efficiency and effectiveness of our FLNG units. This may lead to suboptimal performance, increased maintenance costs, and potential liabilities if the delivered product fails to meet industry standards or regulatory requirements. Additionally, the global nature of the shipbuilding industry exposes us to geopolitical and economic risks including potential tensions or conflicts between the U.S. and China, including related sanctions. Changes in trade policies, geopolitical tensions, or economic downturns in key regions, may affect the availability of skilled labor, essential materials, and financing, leading to increased project costs and delays. Any material delays, cost overruns or failure to meet contractual specifications could result in reduced or deferred revenues and higher-than-anticipated capital expenditures, which may adversely affect our results of operations, cash flows and financial condition.
In addition, a portion of the revenues under the FLNG Hilli redeployment is linked to commodity price movements, which may introduce variability in revenues and cash flows. A decline in commodity prices, operational underperformance or costs exceeding projections could cause the anticipated returns from the redeployment to be materially lower than expected.
The intricacies and scale of the FLNG conversion process pose additional risks, including unforeseen technical challenges or complexities in the MKII FLNG design, especially with the integration of new technologies or modifications to the original design. Delays in the MKII FLNG conversion schedules beyond agreed-upon timelines may impact our ability to meet contractual obligations, including obligations associated with its 20-year deployment in Argentina, resulting in potential financial penalties, strained customer relationships and reputational damage. Such delays may be caused by various factors, including unforeseen technical issues, supply chain disruptions, adverse weather conditions, or regulatory hurdles.
Furthermore, the successful deployment of the MKII FLNG in Argentina is also subject to project-specific risks, including integration with upstream and downstream infrastructure, compliance with local regulatory and environmental requirements, and coordination with project counterparties. If the MKII FLNG is not delivered, commissioned or deployed in accordance with contractual specifications or within the anticipated timeframe, we may experience delays in revenue generation, increased costs or potential penalties.
In addition, changes in regulatory requirements, unexpected permitting delays or the need to comply with evolving environmental, safety, and operational standards may require modifications to the project plans. Regulatory developments in Argentina or other applicable jurisdictions could further affect project timing or economics for both projects. In the event of non-compliance by the shipyard, our ability to enforce contractual terms and secure timely remedies may be subject to legal and regulatory complexities, further exacerbating the adverse impact on our results of operations, cash flow and financial condition.
In addition, we have incurred and expect to continue to incur significant capital expenditures related to the conversion of the Fuji LNG into the MKII FLNG, which is recorded as asset under development on our balance sheet until the project is completed and placed into service. If the project experiences significant delays, cost overruns, contract modifications, adverse changes in market conditions, or other developments affecting the expected deployment or economics of the MKII FLNG, we may be required to evaluate the recoverability of asset under development and could be required to recognize an impairment charge. Any such impairment could have a material adverse effect on our results of operations, financial condition and cash flows.
•Our heavy reliance on a limited number of contractors and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions.
The conversion of our MKII FLNG design will be the first of its kind. Due to its novelty and the highly technical process related to FLNG conversions, we are reliant on a limited number of contractors and shipyards with relevant FLNG conversion experience. A change of appointed contractors for any reason would likely result in higher costs and a significant delay to any delivery schedules. Our future FLNG vessels may not be able to meet certain performance requirements or perform as intended and we may have to accept reduced rates, not be able to contract FLNG vessels or we may be required to recognize an impairment expense in our financial statements in the future. Furthermore, changes in global trade policy, including increased sanctions, may limit the number of available shipyards with relevant FLNG conversion capabilities. Any of these possibilities would have a negative impact, which could be significant, on our results of operations, cash flow and financial condition.
•Our ability to develop, structure and execute a new FLNG aligned with specific customer requirements and conversion strategy.
We see continued strong development of our commercial pipeline and are on advanced multiple discussions in both existing and geographies new to FLNG. Prospective projects pipeline currently under discussion involve differing production capacities, field characteristics and technical requirements, which may necessitate different vessel selection, conversion scope and shipyard strategy. We currently expect that the development of a fourth FLNG will depend on achieving commercial alignment with its prospective customer.
Although Golar’s standardized FLNG designs are able to process a range of feed gas composition and endure a wide range of meteorological conditions, the size, configuration and technical requirements of a fourth FLNG may differ materially depending on the project ultimately selected. As a result, donor vessel sourcing decisions, engineering design, shipyard selection, construction timelines and capital commitments are closely linked to commercial and technical alignment with a customer.
If we commit to vessel acquisition or conversion activities prior to finalizing key commercial and technical parameters, we may expose ourselves to asset specification mismatch risk, cost overruns, inefficient capital deployment or the need for redesign. Conversely, delaying capital commitment until commercial terms are sufficiently advanced may result in longer lead times, reduced shipyard availability or increased construction costs.
Development of a fourth FLNG would also require negotiation of long-term commercial agreements, regulatory and environmental approvals, financing arrangements and coordination with upstream development schedules. These processes are complex and time consuming and may be affected by governmental discretion, evolving regulatory requirements, stakeholder opposition, supply chain constraints or geopolitical developments.
While we see strong demand for additional FLNG capacity, there can be no assurance that discussions currently underway will result in binding agreements or that any such agreements will be concluded on terms acceptable to us. If we are unable to successfully align technical specifications, commercial terms and capital commitments for a fourth FLNG, or if development timelines are materially delayed, our growth strategy, competitive position and long-term earnings potential could be adversely affected.
Risks related to our operations
•Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi.
On June 12, 2025, the FLNG Gimi achieved commercial operations (“COD”), triggering the commencement of the 20-year lease term with bp under the LOA and unlocking the equivalent of around $4.3 billion Adjusted EBITDA backlog, of which we have a 70% ownership interest. If FLNG Gimi does not meet its anticipated profitability or generate sufficient cash flow on time or at all, our cash flows and results of operations may be adversely affected.
In the duration of the LOA, we are exposed to various risks, which encompass bp’s right to terminate the LOA due to specified events of default, non-payment by bp due to disagreements or disputes, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Gimi fails to meet contracted capacity.
Additionally, our ability to improve the FLNG Gimi economics is dependent in part on achieving and sustaining operational efficiencies, optimizing uptime and where feasible, implementing debottlenecking initiatives to enhance production capacity. These initiatives may require additional capital expenditures, technical modifications or regulatory approvals and may not achieve the anticipated performance improvements or cost efficiencies. If FLNG Gimi does not operate at expected efficiency levels, experiences higher than anticipated operating costs or fails to realize expected production optimization, our results of operations, cash flows and financial condition could be adversely affected.
Any vessel unavailability, shortfall in production, material cost overruns, contractual termination, or prolonged operational disruption could have a material adverse effect on our results of operations, cash flows, and financial condition.
•Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli.
The FLNG Hilli is currently operating under the terms of the LTA by and between Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”) (together the “Customer”) which matures in mid-July 2026.
During the duration of the LTA, we are exposed to various risks, including potential challenges in realizing the benefits of the LTA. These risks encompass non-payment by the Customer due to financial constraints or disagreements, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Hilli fails to meet the remaining contracted capacity. We are executing a structured exit from Cameroon, with clear plans in place to ensure compliance with all applicable legal, tax, social and environmental requirements. Through proactive stakeholder engagement, we are committed to completing the transition responsibly while protecting shareholder value and financial performance. However, any failure to comply with applicable requirements or to execute the transition as planned could have a material adverse effect on our results of operations, cash flows, and financial condition.
•Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition.
Our revenue is dependent on a limited number of customers. The loss of a key customer or a substantial decline in the amount of services requested by a key customer, or the inability of a customer to pay for our services, could have a material adverse effect on our results of operations, cash flows and financial condition. We could lose a customer or the benefits of a contract if:
•the customer fails to make payments because of its financial inability, disagreements with us or otherwise;
•we breach the relevant contract and the customer exercises certain rights to terminate the contract;
•the customer terminates the contract because we fail to deliver the vessel or provide the service within a contracted period of time, the vessel is lost or damaged beyond repair or incurs prolonged periods of off-hire, or we default under the contract;
•the customer terminates the contract due to prolonged force majeure event affecting the customer, including damage to or destruction of relevant facilities, war or geopolitical unrest preventing us from performing services for that customer; or
•the customer becomes subject to sanction laws which directly or indirectly prohibits our ability to lawfully charter our vessel to such customer.
If we lose a key customer or if a customer exercises its right to terminate the contract or charter, we may be unable to acquire an adequate replacement which could have a material adverse effect on our results of operations, cash flows and financial condition.
The temporary reduction in earnings between the maturity of the FLNG Hilli LTA in July 2026 and the commencement of its 20-year redeployment contract with SESA in 2027 could adversely affect our results of operations, cash flows and financial condition.
•Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition.
We use derivative instruments to manage commodity, currency and financial market risks. The extent of our derivative position at any given time depends on our assessments of the markets for these commodities and related exposures. We currently account for all derivatives at fair value, with immediate recognition of changes in the fair value in our earnings. These transactions and other derivative transactions have resulted and may continue to result in substantial volatility in reported results of operations, particularly in periods of significant commodity, currency or financial market variability, or as a result of ineffectiveness of these contracts. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract.
•We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.
We entered into agreements for the provision of certain technical and crew services which we have subcontracted to third party agents or ship managers. Such agreements expose us to subcontractor counterparty risks. The ability of each of our subcontractors to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include general economic conditions, the overall financial condition of our subcontractors, the condition of the maritime and offshore industries and work stoppages or other labor disturbances. Should our subcontractors fail to honor their obligations under the agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, reputation, results of operations, cash flow and financial condition.
•We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our business management and our results of operations.
We are dependent upon the available labor pool of skilled employees. We compete with other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our FLNGs and to provide our customers with the highest quality service. A shortage in the labor pool of skilled workers, remote FLNG locations, increasing cost of living or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for us to attract and retain qualified personnel and could require an increase in the salaries, wages and benefits packages that we offer, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, results of operations, cash flow and financial condition.
Our success depends, to a significant extent, upon the skills and efforts of our senior executives and certain key employees. While we believe that we have an experienced team, the loss or unavailability of one or more of our senior executives and/or our key employees for any extended period of time could have an adverse effect on our business and results of operations.
Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and associated impact on financial performance of our FLNGs.
FLNGs are complex floating operation platforms dependent on multiple systems to work in parallel to obtain efficient operations. The various equipment onboard has different operational procedures and maintenance cycles. Operating at higher capacity may result in increased strain on the system, which inherently raises technical operation risks. A breakdown of critical component(s) may adversely impact the overall performance of our FLNG operations, which may lead to economic impacts. Human operational errors, out of cycle maintenance of equipment, failure to routinely conduct maintenance, wear and tear and external impacts may negatively impact our operations and results of operations.
•A cyberattack could materially impact our reputation, operations or financial performance.
We rely on information technology (“IT”) and operational technology (“OT”) systems in connection with the operation of our FLNG assets and the administration of our business. These systems process and store sensitive operational, financial and commercial information and are critical to the safe and reliable operation of our assets. Such systems are vulnerable to damage, interruption, system failures, data breaches and cyberattacks.
Cybersecurity threats continue to increase in frequency and sophistication and may include ransomware, phishing, social engineering, unauthorized access, supply chain attacks and other attempts to disrupt operations or gain access to sensitive information. Our systems and those of our third-party service providers, contractors and counterparties may be targeted by such threats. Although we have implemented security measures designed to detect and mitigate cybersecurity risks, no system is entirely secure and we may not be able to anticipate, detect or prevent all incidents.
A successful cyberattack or systems failure could disrupt our operations, impair the safety or availability of our FLNG assets, result in the unauthorized disclosure or alteration of sensitive information, cause reputational damage or lead to regulatory investigations, litigation, fines or remediation costs. In addition, efforts to prevent, detect and respond to cybersecurity incidents may increase our operating costs and require significant management attention. Any of the foregoing could have a material adverse effect on our business, results of operations, cash flows and financial condition.
•Net investment in sales-type leases may be subject to credit loss provision or changes in valuation, which could adversely affect our results of operations.
Our contract for the FLNG Gimi is accounted for as sales-type leases, under which the carrying amount of the vessel is derecognized and replaced with a net investment in the lease. As a result, the value of the vessel is dependent on the present value of future contractual lease payments and the estimated residual value of the asset at the end of the lease term.
The net investment in sales-type leases may be affected by a number of factors, including:
•the creditworthiness and financial condition of the charterer;
•the charterer’s ability to meet its contractual obligations under the lease;
•changes in discount rates used in measuring the net investment in the lease;
•modifications or early termination of lease arrangements; and
•changes in assumptions regarding residual value at the end of the lease term.
If circumstances indicate that the expected future cash flows from a sales-type lease may not be fully recoverable, we may be required to recognize an credit loss provision or other adjustment to the net investment in the lease. Any such adjustment could have a material adverse effect on our results of operations, financial condition and cash flows.
•Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations.
Vessel values can fluctuate substantially over time due to several different factors, including:
•prevailing economic and market conditions in the natural gas and energy markets;
•a substantial or extended decline in demand for LNG;
•increases in the supply of vessel capacity without a commensurate increase in demand;
•the type, size and age of a vessel;
•competition from more technologically advanced vessels; and
•the cost of new buildings or retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
As our vessels age, the expenses associated with maintaining and operating them are expected to increase, which could have an adverse effect on our business and operations.
The carrying values of our vessels may not represent their fair market value at any point in time because the market prices of secondhand vessels tend to fluctuate with the cost of new build vessels and supply/demand for secondhand vessels. Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges recognized in our consolidated financial statements could negatively affect our business, results of operations, financial condition or the trading price of our common shares and publicly listed debt.
•We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound and other foreign currency fluctuations and devaluations that could harm our results of operations.
Our principal currency for our operations and financing is the U.S. Dollar. We generate most of our revenues in the U.S. Dollar. Apart from the U.S. Dollar, we incur operating and administrative expenses in multiple currencies. Due to a portion of our expenses being incurred in currencies other than the U.S. Dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. Dollar and but not limited to the Euro, the Norwegian Krone (“NOK”), and the British Pound (“GBP”), which could affect our earnings. We may use financial derivatives to hedge some of our currency exposures. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results and cash flows.
•We will have to make additional contributions to our pension scheme because it is underfunded.
We have two defined benefit pension plans for certain of our current and former marine employees. Members do not contribute to the pension scheme plans and these pension schemes are closed to new entrants. As of December 31, 2025, one of the plans is underfunded by $22.6 million. The underfunded pension liability could change depending on market conditions, interest rate volatility and other key actuarial assumptions. We may need to increase our contributions in order to meet the scheme’s liabilities as they fall due or to reduce the deficit. Such contributions could have a material and adverse effect on our cash flows and financial condition.
•Our investments in businesses outside our core FLNG operations may not achieve anticipated profitability and could result in future impairments.
We have made, and may continue to make, investments in businesses that are not part of our core FLNG operations, including investments focused on energy transition, gas services and related infrastructure. The value of our subsidiaries and investments outside our core FLNG business is subject to a variety of risks, including, among others, the inability of such businesses to identify and enter into appropriate and profitable projects, obtain sufficient financing for projects they pursue, successfully develop or commercialize their technologies, or achieve operational performance targets. With respect to Macaw Energies, risks include those inherent in the compression and processing of natural gas, the effectiveness and commercial acceptance of its flare-to-gas mobile technology, and its ability to secure customers and long-term contracts on economically attractive terms.
These businesses are also subject to industry-specific, regulatory, economic and political risks, many of which are beyond our control and may differ from or exceed those associated with our core FLNG operations. As minority investments, we may have limited control over the management, strategy or operations of certain of these entities, which may further increase the risk that expected returns are not realized.
Our investments may not generate sufficient profitability or cash flows to justify their carrying value. We may need to increase our contributions in order for our investments to meet their liabilities as they fall due. Such contributions could have a material and adverse effect on our cash flows and financial condition. If the performance or outlook of any of these investments deteriorates, we may be required to recognize impairment charges, which could have a material adverse effect on our results of operations in the period in which such charges are recorded.
Risks related to the financing of our business
•We may not be able to obtain new funding sources, to meet our obligations as they fall due or to fund our growth or our existing and future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends.
In order to fund future projects, increased working capital levels or other capital expenditures, we may be required to use cash from operations, incur additional borrowings or raise capital through the issuance of debt or equity securities.
Our ability to do so may be limited by our financial condition at the time of such financing or offering restrictions in our debt agreements, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Historically, amongst other financing alternatives, we have obtained financing from Chinese leasing houses using lease financing agreements that are customary in the maritime industry. Our ability to obtain similar financing with Chinese counterparties may be impacted by geopolitical conditions, including export controls, trade policy and the imposition of tariffs, all of which are beyond our control. Our failure to obtain funds for future capital expenditures could impact our results of operations, financial condition and our ability to pay dividends and service our indebtedness. Furthermore, our ability to access capital, the overall economic conditions and our ability to secure new customers on a timely basis could limit our ability to fund our growth plans and capital expenditures. If we are successful in issuing equity in order to raise capital, the issuance of additional equity securities would dilute existing shareholders’ equity interests and reduce any pro rata dividend payments without a commensurate increase in cash allocated to dividends, if any. Even if we are successful in obtaining a financing, paying debt service would limit cash available for our working capital and capital expenditure requirements and increase our indebtedness which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
•Some of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities.
Some of our obligations are secured by our vessels and guaranteed by our subsidiaries holding the interests in our vessels. Our financing agreements impose, and future financial obligations may impose, operating and financial restrictions on us, including the indentures governing our notes. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things: merge into or consolidate with any other entity; to sell or otherwise dispose of, all or substantially all of our assets; make or pay equity distributions, repurchase our own shares; incur additional indebtedness; incur or make any capital expenditures; or materially amend, or terminate, any of our current vessel contracts or management agreements.
Our loan agreements and lease financing arrangements also require us to maintain specific financial ratios, including minimum amounts of unrestricted cash, minimum ratios of current assets to current liabilities, excluding but not limited to the current portion of long-term debt, VIE balances, minimum levels of shareholders' equity and maximum loan amounts to value. If we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to our covenants, we would be in default of our loans and lease financing agreements, which, unless waived by our lenders, could provide our lenders with the right to require us to increase the minimum value held by us under our equity and liquidity covenants, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet or reclassify our indebtedness as current liabilities and could allow our lenders to accelerate our indebtedness and foreclose their liens on our vessels, which could result in the loss of our vessels. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain new financing, which would impair our ability to continue to conduct our business.
Events beyond our control, including changes in the economic and business conditions in the industries in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, outbreaks of epidemic and pandemic diseases and war or geopolitical unrest, may affect our ability to comply with these financial covenants. We cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.
•Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility.
Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, regulatory or geopolitical unrest and other factors, some of which are beyond our control. If our cash inflows are not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the future.
•We are exposed to volatility in SOFR and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates.
As of December 31, 2025, we have total outstanding debt of $2.8 billion, of which $1.2 billion was exposed to a floating interest rate based on Term SOFR, which could affect the amount of interest payable on our debt. In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a part of our floating rate debt obligations. As of December 31, 2025, we have interest rate swaps with a notional amount of $0.6 billion representing 48.6% of our total floating rate debt. While we are economically hedged, we do not apply hedge accounting and therefore interest rate swap mark-to-market ("MTM") valuations may adversely affect our results. Entering into swaps and derivative transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivative strategies that we employ currently and in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs or losses.
In the future, our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under loans that have been advanced at a floating rate. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial condition or results of operations.
•We are exposed to potential liabilities under guarantees and indemnities provided in connection with certain of our subsidiaries, equity method investees, former investees and other counterparties.
We have entered into agreements to provide stand-ready guarantees, indemnities and other forms of credit support in connection with the commercial bank indebtedness, contractual obligations and, in certain cases, claims, damages or liabilities imposed by governmental authorities of certain of our current subsidiaries, equity method investees, former subsidiaries or investees and other counterparties.
If any such entity fails to comply with the provisions of the applicable agreements, including financial covenants or other obligations, an event of default may occur. In such circumstances, we could be required to perform under our guarantees, satisfy outstanding indebtedness or indemnify losses incurred. In the event of a default under underlying loan agreements, lenders may accelerate outstanding indebtedness and declare all amounts immediately due and payable. If the relevant entity is unable to obtain a waiver or amendment to the applicable agreement or does not have sufficient liquidity to repay the accelerated amounts, the counterparties may foreclose on pledged assets and/or seek repayment from us under the guarantees we have provided.
In certain cases, we benefit from counter-indemnities from the relevant subsidiary, investee or counterparty. However, their ability to satisfy such indemnification obligations may be affected by economic, financial, geopolitical or industry conditions beyond our control. If they are unable to honor their indemnification commitments, we may not be able to recover amounts paid under our guarantees.
The occurrence of any of the foregoing events could have a material adverse effect on our business, financial condition, results of operations and liquidity, and could limit or prevent our ability to make cash distributions or pay dividends to our shareholders.
•Our consolidated lessor VIE may enter into different financing arrangements, which could affect our financial condition, results of operations and cash flows.
Following the sale and leaseback transaction we have entered into with a subsidiary of a Chinese financial institution that was determined to be lessor VIE, where we are deemed to be the primary beneficiary, we are required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) to consolidate the lessor VIE into our financial results. Although consolidated into our results, we have no control over the funding arrangements negotiated by the lessor VIE such as interest rates, maturity and repayment profiles. The funding arrangements negotiated by the lessor VIE could adversely affect our results of operations, cash flow and financial condition. For additional detail refer to note 5 “Variable Interest Entities” of our consolidated financial statements included herein.
•Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition.
As of December 31, 2025, we had $1.2 billion of cash and cash equivalents and restricted cash, of which $0.9 billion was held in short-term money market deposits carried with certain financial institutions. We also have outstanding debt obligations with some of these financial institutions. The collapse of any such financial institution, the inability of a financial institution to obtain necessary funding when required, or a broader banking crisis, could limit our ability to access our deposits, disrupt our financing arrangements or otherwise have a material adverse effect on our cash flows and financial condition.
Risks related to our industry
•Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs.
Our results of operations and financial condition depend on continued global and regional demand for natural gas, LNG, and FLNGs, which could be negatively affected by several factors, including but not limited to geopolitical unrest or war, such as the conflicts in Ukraine, and the Middle East, fluctuations in natural gas, crude oil and petroleum product prices, changes in the cost and availability of natural gas relative LNG, global oversupply or insufficiency of natural gas liquefaction or receiving capacity and changes in global energy policies promoting electrification or alternative energy sources.
Other potential risks include technological advancements in land-based liquefaction systems, developments in alternative floating liquefaction technologies, increase in low-cost natural gas production, expansions of pipeline systems, adverse economic or political conditions in LNG-consuming regions, regulatory changes, incidents involving LNG facilities, tax or regulatory burdens affecting LNG production, a rise in the number of available FLNGs, interest rate increases, financing challenges for FLNG projects, and obstacles in obtaining governmental approvals or community acceptance. Any decline in demand for LNG, liquefaction, transportation or constraints on LNG production capacity, could have a material adverse effect on prevailing tolling fees or the market value of our vessels, which could have a material adverse effect on our results of operations and financial condition.
•Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations.
Our vessels are exposed to a range of risks, including marine disasters, piracy, environmental accidents, adverse weather conditions, mechanical failures, and geopolitical events like war and terrorism. These events have the potential to disrupt cargo delivery, services, routine maintenance, inspections, and equipment management, leading to loss of hire, contract termination, governmental fines, and business restrictions. Additionally, our vessels could be requisitioned during national emergencies, exposing us to higher insurance premiums, potential coverage inadequacy, and uncertainties in claims settlements. Operating in regions designated as "war risk" zones could also increase insurance costs. Uninsured repair costs and the unpredictability of vessel repair cost could pose substantial financial challenges. Environmental incidents, including those from sandstorms, could lead to cleanup liabilities, penalties, and negative media coverage. All of these factors have the potential to materially impact our business, results of operations, cash flows, weaken our financial condition and negatively affect our ability to pay dividends.
•Failure to comply with the FCPA, the UK Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations.
We may operate in several countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and the UK Bribery Act. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the UK Bribery Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
To effectively compete in some foreign jurisdictions, we utilize local agents and/or establish entities with local operators or strategic partners. All these activities may involve interaction by our agents with government officials. Even though some of our agents or partners may not themselves be subject to the FCPA, the UK Bribery Act, or other anti-bribery laws to which we may be subjected to, if our agents or partners make improper payments to government officials or other persons in connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse effect on our business and results of operations.
•Our operations are subject to extensive and changing laws, regulations, reporting requirements and social attitudes towards fossil fuel, may have an adverse effect on our business.
Our operations are affected by extensive and changing laws, regulations, reporting requirements and stakeholders’ social attitudes towards fossil fuels, which could create greater reporting obligations and compliance requirements, including those related to environmental protection, handling, use, disposal, and generation of hazardous substances, occupational health and safety, and other matters. We or our customers may be required to obtain permits, licenses, or other authorizations to operate under such laws, which could be costly and time-consuming, and we or our customers may experience delays or difficulties obtaining such permits. Additionally, compliance with these laws, regulations, treaties, conventions, and other requirements, may increase our costs, limit our operations or access to new opportunities or have an adverse effect on our business. Failure to comply can result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels.
•We are subject to the economic, political, social and other conditions in the jurisdictions in which we operate.
Our primary operations are currently based in Cameroon, Senegal, and Mauritania with Argentina to be added in the near term. These operations are exposed to a range of risks and uncertainties arising from economic, political, social and other conditions and developments within these jurisdictions.
Some of these countries have experienced political, security, and socio-economic instability in recent years and may experience instability in the future, including changes, sometimes frequent or marked, in energy policies or the personnel administering them, expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, redefinition of international boundaries or boundary disputes, foreign exchange restrictions or controls, currency fluctuations, royalty and tax increases and other risks arising out of governmental sovereignty over the areas in which our operations are and will be conducted, as well as risks of loss due to acts of social unrest, terrorism, corruption and bribery. The governments in certain of these jurisdictions differ widely with respect to structure, constitution, political, economic and social stability and some countries lack mature legal and regulatory systems. As our operations depend on governmental approval and regulatory decisions, we may be adversely affected by changes in the political structure or government representatives in each of the countries in which we operate. In addition, these jurisdictions, particularly emerging countries, are subject to risk of contagion from the economic, political and social developments in other emerging countries and markets.
Furthermore, some of the regions in which we operate have been subject to significant levels of terrorist activity, social and political unrest, including risks specifically targeting energy infrastructure and maritime transportation assets. In addition to acts of terrorism, vessels trading in these and other regions have also been subject, in limited instances, to piracy, armed attacks, vessel seizures, or military actions.
In early 2026, military strikes targeted civilian infrastructure in the Middle East, including in Qatar and the United Arab Emirates (notably in Dubai and Abu Dhabi). Such strikes have resulted in civilian casualties, damage to infrastructure, and temporary closure or disruption of airspace and maritime approaches. These developments represent an escalation in Middle East hostilities and demonstrate the potential for broader regional conflict. Disruptions to critical shipping routes, including the Strait of Hormuz and adjacent Gulf waters, heightened military activity, closure of airspace or ports, mine threats, or retaliatory measures could adversely affect our operations and insurance costs.
In addition, public reports indicate that regional instability has disrupted liquefied natural gas production in Qatar following Iranian attacks, contributing to increased volatility in global gas and energy markets. While higher commodity prices may, in certain circumstances, positively affect parts of the LNG value chain, sustained market volatility, supply disruptions, or damage to critical energy infrastructure could adversely affect our customers, counterparties, supply chains, financing markets, and insurance costs. Prolonged instability in the Gulf region, which accounts for a significant portion of global LNG production and export capacity, could materially disrupt global trade flows and maritime operations, which in turn could adversely affect our business.
Tariffs, trade embargoes and other economic sanctions by the U.S., the United Nations, the European Union or other countries may limit trading activities with or other activities involving certain countries, entities, or individuals. Changes in sanctions regimes, including new or expanded sanctions related to the Middle East conflict, the Ukraine conflict, or other geopolitical developments, could restrict our ability to perform existing contracts, enter into new contracts, access financing, or receive payments. Compliance with evolving sanctions and export control laws may also increase our operational complexity and compliance costs. Any of the foregoing factors, individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition, cash flows, and ability to make distributions to shareholders.
•Potential new trade policies, such as tariffs, could adversely affect our operations, costs, and business.
There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.
Recent and potential future changes in U.S. and international trade policies, including tariffs, sanctions, export controls and restrictions on cross-border investment, may increase costs, disrupt supply chains or limit access to critical components and financing.
Any actions taken by the U.S.’s federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may result in direct impacts to our business or indirectly to our customers or suppliers through increased costs, changes in business prospects or operating results, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time.
•Sustainability considerations may adversely impact our operations and markets.
Regulators, investors and other stakeholders have increasingly focused on sustainability matters, including climate change, greenhouse gas emissions, energy transition and related disclosure practices. We may face pressure to adopt more stringent sustainability-related goals, modify our operations or expand disclosures, which could require significant capital expenditures, operational changes and additional compliance resources. We are also subject to complex demands from various parties and governmental entities that may conflict with the demands and expectations of certain other parties, which could expose us to investigations, litigation, reputational or other costs or expenses, which are difficult to anticipate and quantify. We may not be able to meet evolving regulatory requirements or stakeholder expectations in a timely or cost-effective manner.
Our operations are subject to existing and developing environmental, climate-related and sustainability reporting laws and regulations in jurisdictions in which we operate and access capital. Regulatory requirements remain in flux. Changes in the scope, timing or interpretation of such regulations could increase our compliance, governance, reporting and internal control costs or require modifications to our business practices.
Public statements regarding sustainability matters, including emissions reduction targets or other commitments, are subject to heightened scrutiny by regulators, investors, non-governmental organizations and other stakeholders. If such statements are perceived to be inaccurate, misleading or insufficiently supported, we could face allegations of “greenwashing,” regulatory investigations, enforcement actions or private litigation. Even unsuccessful claims could result in reputational harm, increased costs and diversion of management attention.
Sustainability-related initiatives have become increasingly political and socially polarized in certain jurisdictions. We may face criticism, regulatory scrutiny or litigation risk both from parties advocating for stronger sustainability commitments and from parties opposing the consideration of such factors in business decision-making.
In addition, broader climate-related developments, including international agreements, national decarbonization policies, investor capital allocation trends and shifts in public sentiment toward fossil fuels, may reduce demand for natural gas and LNG over time or affect access to capital for companies operating in the hydrocarbon sector. The timing, scope and impact of such developments remain uncertain, but could materially adversely affect our business, financial condition, results of operations and cash flows.
Risks related to our common shares
•The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors.
The declaration and payment of dividends to holders of our common shares or the repurchase of shares from holders of our common shares will be at the discretion of our board of directors in accordance with applicable law. In determining whether to declare and pay a dividend, or to repurchase our shares, our board of directors will take into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law and our debt agreements, our taxable income, our operating expenses, the share price, and other factors our board of directors deem relevant. There can be no assurance that we will resume the payment of dividends in amounts or on a basis consistent with prior distributions, if at all, or approve new share repurchase programs, or pursue share repurchases, even if such a program has been approved. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject.
•Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment.
The market price of our common shares has fluctuated widely since it began trading on the NASDAQ Global Select Market (“Nasdaq”). We cannot assure that an active and liquid public market for our common shares will continue.
The market price of our common shares may experience extreme volatility in response to many factors, including factors that may be unrelated to our operating performance or prospects such as actual or anticipated fluctuations in our quarterly or annual results and those of other public companies in our industry, the suspension of our dividend payments, mergers and strategic alliances within our industry, market conditions in the natural gas and LNG industry, developments in our FLNG investments, shortfalls in our results of operations from levels forecast by securities analysts, announcements concerning us or our competitors, business interruptions, the general state of the securities market, and other factors, many of which are beyond our control.
Additionally, sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the market price for our common shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Therefore, there can be no guarantee that our share price will remain at current prices, and we cannot assure our shareholders that they will be able to sell any of our common shares that they may have purchased at a price greater than or equal to the original purchase price.
•We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares.
We may issue additional common shares or other equity securities in the future in connection with, among other things, mergers and strategic alliances, vessel conversions, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, in each case without shareholder approval in several circumstances. In addition, we have issued convertible bonds that may be settled, at our option, in cash, common shares, or a combination of cash and common shares. If we elect to settle any conversion of these convertible bonds in common shares or a combination of cash and common shares, we would be required to issue additional common shares, which could result in dilution to existing shareholders.
Our issuance of additional common shares or other equity securities, including the potential issuance of common shares upon conversion of our convertible bonds, could have the following effects:
•our existing shareholders’ proportionate ownership interest in us may decrease;
•the amount of cash available for dividends payable on our common shares may decrease;
•the relative voting strength of each previously outstanding common share may be diminished; and
•the market price of our common shares may decline.
•Because we are a Bermuda exempted company, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company.
Because we are a Bermuda exempted company, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws (our “Memorandum of Association and Bye-laws”). The rights of shareholders under Bermuda law may differ from the rights of shareholders in other jurisdictions, including with respect to, among other things, rights related to interested directors, amalgamations, mergers and acquisitions, takeovers, the discharge and indemnification of directors and shareholder lawsuits.
Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any negligence, default, or breach of a fiduciary duty except for liability resulting directly from that director’s fraud or dishonesty. Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director’s or officer’s liability results from that person’s fraud or dishonesty. Our bye-laws also require us to indemnify a director or officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where such losses are the result of fraud or dishonesty. Accordingly, we carry directors’ and officers’ insurance to protect against such a risk. Under Bermuda law, the directors of a Bermuda company owe their duties to that company and not to the shareholders. Bermuda law does not, generally, permit shareholders of a Bermuda company to bring an action for a wrongdoing against the company or its directors, but rather the company itself is generally the proper plaintiff in an action against the directors for a breach of their fiduciary duties. Moreover, class actions and derivative actions are generally not available to shareholders under Bermuda law. These provisions of Bermuda law and our bye-laws, as well as other provisions not discussed here, may differ from the law of jurisdictions with which shareholders may be more familiar and may substantially limit or prohibit a shareholder’s ability to bring suit against our directors or in the name of the company. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
It’s also worth noting that, under Bermuda law, our directors and officers are required to disclose to our board any material interests they have in any material contract entered into by our company or any of its subsidiaries with third parties. Our directors and officers are also required to disclose their material interests in any corporation or other entity which is party to a material contract with our company or any of its subsidiaries. A director who has disclosed his or her interests in accordance with Bermuda law may participate in any meeting of our board and may vote on the approval of a material contract, notwithstanding that he or she has a material interest.
•Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States.
We, and most of our subsidiaries, are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries, or our directors and officers, or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws, or would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
Risks related to tax
•As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements.
On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group for Business Taxation of the European Union, the Council of the European Union (the “Council”) approved and published Council conclusions containing a list of “non-cooperative jurisdictions” for tax purposes. The Council periodically reviews and updates the list of “non-cooperative jurisdictions”. On March 12, 2019, the Council adopted a revised list of non-cooperative jurisdictions (the “2019 Conclusions”). In the 2019 Conclusions, the European Union (“E.U.”) placed Bermuda and the Republic of the Marshall Islands, among others, on its list of non-cooperative jurisdictions for tax purposes for failing to implement certain commitments previously made to the E.U. by the agreed deadline. It was announced by the Council on May 17, 2019 and on October 10, 2019 that Bermuda and the Marshall Islands, respectively, had been removed from the list of non-cooperative jurisdictions, but the Marshall Islands was reinstated to the list of “non-cooperative jurisdictions” for tax purposes on February 14, 2023 owing to concerns that this jurisdiction, which has a zero or only nominal rate of corporate income tax, is attracting profits without real economic activity (in particular, the Marshall Islands were found to be lacking in the enforcement of economic substance requirements). On October 17, 2023, the Marshall Islands was removed from the list of non-cooperative jurisdictions because it had made significant progress in enforcement of economic substance requirements. The E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, controlled foreign company rules, non-deductibility of costs incurred in a listed jurisdiction, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions.
Both Bermuda and the Marshall Islands have enacted economic substance laws and regulations with which we may be obligated to comply. For example, on December 17, 2018, the House of Assembly of Bermuda passed the Economic Substance Act 2018 of Bermuda (the “Economic Substance Act”), which became operative on December 31, 2018, along with the Economic Substance Regulations 2018 of Bermuda. The Economic Substance Act requires each registered entity to maintain a substantial economic presence in Bermuda and provides that a registered entity that carries on a relevant activity must comply with economic substance requirements set out in the legislation. Regulations were also adopted in the Marshall Islands, through Economic Substance Regulations 2018 which came into force in January 2019, and with Guidance Notes being published in October 2019, requiring certain entities that carry out activities to comply with an economic substance test and satisfy certain reporting obligations, beginning with the financial period which ended in 2020.
If we fail to comply with our obligations under this legislation, as it may be amended from time to time, or any similar or supplemental law applicable to us in these or any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or could be removed from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, results of operations and financial condition.
•The enactment of a corporate income tax in Bermuda could adversely affect us.
Prior to 2023, there was no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. However, on December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the “CIT Act”), which became effective on January 1, 2025. For taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax on Bermuda resident entities and Bermuda permanent establishments that are constituent entities of multinational groups with annual revenue of at least €750 million (approximately $880 million as of December 31, 2025) in at least two out of the last four fiscal years, assessed on their net taxable income after adjustments. While we had previously obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (the “EUTP Act”) that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our shares or other obligations, the CIT Act specifically provides that it applies notwithstanding any assurance given pursuant to the EUTP Act. Based on a number of operational, economic and regulatory assumptions with respect to the current year, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in our 2026 fiscal year. To the extent our revenue is sufficient for us to be within the CIT Act thresholds in the future, the resulting tax liability could adversely affect our business, results of operations and financial condition.
•We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or have previously operated or in which we or our subsidiaries are organized, could adversely affect our business, results of operations and financial condition..
We are subject to complex and changing tax laws, treaties, regulations, rules and policies in the countries in which we and our subsidiaries operate or have previously operated or in which we and our subsidiaries are organized. Our tax expense is based on our interpretation of such tax laws, treaties, regulations, rules and policies in effect at the time the expense was incurred. Such tax laws, treaties, regulations, rules and policies could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. A change in such tax laws, treaties, regulations, rules or policies, or in the interpretation thereof, in any country in which we or any of our subsidiaries operate or have previously operated or in which we or any of our subsidiaries is organized, could result in us incurring a materially higher tax expense or having a higher effective tax rate on our earnings. Further, one or more of our tax positions could be challenged by the tax or other governmental authorities (in a tax audit or otherwise) in the countries in which we operate or have previously operated or in which we or any our subsidiaries are organized. Any changes in such tax laws treaties, regulations, rules or policies or a successful challenge to our tax positions by tax authorities or other governmental authorities could result in additional taxes, interest or penalties being imposed on us, which could adversely affect our business, results of operations and financial condition.
Further, the Organization for Economic Co-Operation and Development has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%. Certain countries in which we or any of our subsidiaries operates, or in which we or any of our subsidiaries is organized, have enacted legislation implementing, and other countries are in the process of introducing legislation to implement, the Pillar Two minimum tax directive. In general, the Pillar Two minimum tax directive applies to entities that are members of a multinational group that has annual revenue of €750 million (approximately $880 million as of December 31, 2025) or more in the consolidated financial statements of their ultimate parent in at least two of the four fiscal years immediately preceding the fiscal year in which the test is applied.
Although we cannot predict with any certainty when we will reach the applicable revenue threshold for the application of the Pillar Two rules (or the corresponding legislation enacted in any particular country) to us, we do not expect to reach such threshold in the current year. To the extent we reach the Pillar Two applicable revenue threshold in the future, the Pillar Two rules could increase tax compliance complexity and uncertainty and result in additional administrative costs and income tax liabilities in those taxing jurisdictions that have implemented the Pillar Two minimum tax directive.
•We could be treated as or become a PFIC, which could have adverse U.S. federal income tax consequences to U.S. shareholders.
A foreign corporation will be treated as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income during the taxable year consists of “passive income” or (ii) at least 50% of the average value of the corporation’s assets during such taxable year produce or are held for the production of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, capital gains and rents derived other than in the active conduct of a rental business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
To date, we and our subsidiaries have derived most of our income from the LTA of FLNG Hilli, and the LOA of FLNG Gimi as well as time and voyage charters for our legacy shipping operations. We believe this income should be treated as services income, and not as “passive income” for PFIC purposes. While there is substantial legal authority supporting our conclusion, including pronouncements by the United States Internal Revenue Service (“U.S. IRS”) concerning the characterization of income derived from time charters as services income, there is also authority that characterizes such time charter income as rental income rather than services income for other tax purposes. The U.S. IRS or a court could disagree with our position. Because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because there is no controlling authority for determining whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for the current or any future taxable year.
Based on the foregoing, we believe that we were not a PFIC with respect to any prior taxable year. If we were a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences and certain information reporting requirements regardless of whether we remain a PFIC in subsequent years. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure that the nature of our assets, income, and operations will not change, or that we can avoid being treated as a PFIC for any future taxable year. Furthermore, the PFIC rules may change, which could result in us being treated as a PFIC in the future as a result of such change in law.
Under the PFIC rules, unless those shareholders make a certain U.S. federal income tax election (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares. Please see the section of this annual report entitled “Taxation” under “Item 10. Additional Information - E. Taxation” for a more comprehensive discussion of the U.S. federal income tax consequences if we were to be treated as a PFIC.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Overview
We design, convert, own and operate marine infrastructure for the liquefaction of natural gas, and are a leading provider of FLNG as a service. We believe that natural gas has a critical role to play in providing cleaner energy for many years to come. Our pioneering infrastructure solutions provide safe, competitive and sustainable ways of liquefying gas globally. Our mission is to be recognized as an organization with an outstanding reputation for safe, reliable and cost-effective operations; to employ and develop talented people who appreciate the impact of their work towards the Company's mission; to develop a portfolio of new FLNG infrastructure opportunities and convert the best opportunities into world-class projects; and to be a great business partner, where combining skills and resources makes a big difference.
Our strategy is to provide market-leading FLNG operations and maintain balance sheet flexibility to maximize shareholder returns through accretive FLNG projects. We offer gas resource holders a proven, capital efficient and timely solution to monetize stranded, associated, flared or otherwise underutilized gas reserves. Our industry leading FLNG operational track record and FLNG growth prospects allow gas resource holders, developers and customers access to a low-cost, low-risk, rapidly deployable solution for natural gas liquefaction.
FLNG projects provide a solution for gas reserves where geographical, technical, political and economic constraints limit monetization through traditional infrastructure. Our standardized FLNG units can be redeployed to new opportunities after producing a field and offer a viable economic alternative to large-scale land-based projects. Our liquefaction solution and accelerated execution model place liquefaction technology onboard an existing LNG carrier, converting such carriers into a fully commissioned FLNG. As of March 16, 2026, we are currently the only company with a proven track-record to deliver FLNG as a service to gas resource owners.
The FLNG industry is in the early stages of development, and we do not currently face significant competition from other providers of FLNG services. There are currently nine FLNGs on the water, including our two that provide liquefaction as a service (FLNG Hilli and FLNG Gimi), six FLNGs being used to liquefy the resource holder’s own gas and one being used to liquefy gas to service its downstream portfolio. Further, there are currently five FLNGs under conversion or construction, including our MKII FLNG. We anticipate that more companies will enter the FLNG industry at some point in the future, resulting in greater competition.
History and development of the business
We are listed on Nasdaq under the ticker “GLNG”. We are incorporated under the name Golar LNG Limited as an exempted company under the Bermuda Companies Act of 1981 in the Islands of Bermuda on May 10, 2001, and our registered office is at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda. Our telephone number at that address is +(1) 441 295 4705. Our principal administrative office is located at 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom and our telephone number at that address is +44 207 063 7900. The Commission maintains an internet site that contains reports, proxy and information statements, and other information that we file electronically with the Commission and this can be obtained from the Commission’s website at (http://www.sec.gov) or from the “SEC filings” tab in the “Investor Relations” section of our website (www.golarlng.com). Information contained on our website does not constitute part of this annual report.
Our operations have evolved from LNG shipping, floating regasification, floating liquefaction and combined cycle gas fired power to a focus on floating liquefaction operations as we executed a strategic transformation to simplify our business to unlock value and deleverage our balance sheet.
Key developments during the past three years include the following:
Asset divestments
•Golar Arctic: In March 2025, we completed the sale of our last LNG carrier for $24.8 million. Following this sale, we have fully exited our legacy shipping business.
•Avenir LNG: In January 2025, we sold our equity method investment in Avenir for $39.1 million.
•Golar Gandria: In May 2023, we disposed of our LNG carrier, Gandria, for net proceeds of $15.2 million.
•Listed equity holdings: In 2023, we divested our holdings of 1.2 million shares in New Fortress Energy Inc. (“NFE”) and 4.5 million shares in Cool Company Ltd (“CoolCo”), generating total proceeds of $45.6 million and $56.1 million, respectively. In March 2023, we also exchanged our remaining 4.1 million NFE shares and $100.0 million in cash for NFE’s common units in FLNG Hilli.
FLNG developments
•FLNG Gimi: In June 2025, FLNG Gimi reached COD, triggering the commencement of the 20-year LOA for the GTA Project unlocking approximately $4.3 billion of Adjusted EBITDA backlog, of which Golar's share is approximately $3.0 billion.
•FLNG Hilli: In December 2024, we acquired the remaining non-controlling interest in FLNG Hilli for $59.9 million, resulting in full ownership of FLNG Hilli. In May 2025, we satisfied all conditions precedent in connection with agreements with SESA for a 20-year deployment of FLNG Hilli offshore Argentina, commencing in 2027. The contract is expected to generate approximately $5.7 billion in Adjusted EBITDA backlog, excluding inflation and commodity-linked upside.
•MKII FLNG: In September 2024, we executed the EPC agreement with CIMC for our first 3.5 mtpa MKII FLNG conversion, with an estimated total project cost of approximately $2.2 billion (excluding financing costs) and delivery expected in the fourth quarter of 2027. In October 2025, we satisfied all conditions precedent in connection with agreements with SESA for a 20-year deployment of the MKII FLNG offshore Argentina, commencing in 2028. The contract is expected to generate approximately $8.0 billion in Adjusted EBITDA backlog, excluding inflation and commodity-linked upside.
The achievement of commercial operations for FLNG Gimi, together with the long-term redeployment of FLNG Hilli and the contracting of our MKII FLNG offshore Argentina, collectively demonstrate the continued expansion of our contracted FLNG portfolio and our progress in advancing floating liquefaction solutions.
Market outlook and commercial pipeline
We continue to observe increasing demand for additional FLNG capacity, supporting the development of our commercial opportunity pipeline. During the fourth quarter of 2025, we obtained updated shipyard availability, pricing and delivery terms for each of our three FLNG designs, discussed below, with liquefaction capacity ranging from approximately 2 mtpa to 5 mtpa.
While we strongly believe there is demand for additional FLNG units, FLNG project development is complex and typically involves extended timelines. In addition to negotiating commercial agreements, such projects require regulatory and environmental approvals, which may affect development timing.
During the second half of 2025, the LNG market saw increased attention on a projected wave of new liquefaction capacity expected to come online over the next approximately five years. A significant portion of this anticipated capacity is expected to be located in the United States, which is currently the largest LNG exporter and a key marginal supplier to the global LNG market. During the first quarter of 2026, the focus has shifted from focusing on the supply wave driven by US volumes to energy diversification and security in light of the ongoing war in the Middle East. We now see increasing pace of our commercial pipeline to deploy additional FLNG units.
We believe FLNG solutions remain competitive due to their ability to monetize gas reserves that may otherwise be difficult to develop, relatively competitive liquefaction capital costs, operational flexibility, and, in certain cases, shorter shipping distances between production sites and end markets compared with global averages. These developments support our strategy of pursuing additional long-term contracted FLNG infrastructure opportunities.
B. Business Overview
Our business
Golar’s business is to actively seek monetization of attractive gas reserves globally utilizing our FLNG technology. Liquefaction projects have three key cost factors: (i) cost of natural gas input, (ii) capex of liquefaction plant, and (iii) transportation cost or shipping distance from liquefaction to end-users. Floating liquefaction solutions enable monetization of proven stranded, associated and flare gas resources that can be sourced competitively compared to typical input gas cost for land-based liquefaction solutions. Golar has demonstrated a capex/ton of liquefaction capacity of up to approximately 40% compared to land-based liquefaction developments. The increased flexibility of a moveable asset that can be repositioned between gas fields enables monetization of gas reserves that would otherwise be too small or geographically located too challenging to be economically monetized through land-based liquefaction solutions.
The FLNG industry has grown from the first unit delivery in 2018 to now be 9 units in operation and another 5 currently under construction. We are pleased to see increased adoption of FLNG projects globally. Golar remains the only proven provider of FLNG as a service. Our unique position as the only service provider allows LNG resource owners a liquefaction solution with a proven design, market leading operational track record and no capex requirement for the FLNG solution until cash flow from LNG sales start.
The attractiveness of FLNG to monetize gas and Golar’s position as the only proven provider of FLNG as a service drive demand for our FLNG solutions. We target long term contracts for gas monetization of attractive gas resource where we aim to structure the commercial arrangements to align with the gas resource owners. Our commercial structures therefore vary from project to project. All our contracts are structured under English law, paid in US dollars and for our long-term contracts operational expenses are reimbursable or covered by the client directly.
The development of any major FLNG project involves multiple stakeholders, including resource owners, national and international energy companies, governments, contractors, technology providers, regulators and international organizations. While this collaborative structure requires coordination across multiple parties and approval processes, it also reflects the strategic importance of FLNG developments and the broad industry and governmental support typically associated with such projects. We actively engage with stakeholders throughout the project lifecycle to facilitate alignment and progress, although the timing and execution of future FLNG projects remain subject to commercial, technical, regulatory and governmental approvals, some of which are outside our direct control.
Our Fleet
As of March 16, 2026, our fleet consists of two FLNGs on the water (FLNG Hilli and the FLNG Gimi) and one FLNG in conversion (Fuji LNG being converted into the MKII FLNG). Our fleet and standardized FLNG designs are summarized below.
FLNG Hilli
FLNG Hilli, currently operating offshore Cameroon, was the world's first converted FLNG from an LNG carrier. Originally constructed as a Moss-type LNG carrier, the Hilli was converted into a FLNG unit in 2018 and has a nameplate liquefaction capacity of approximately 2.45 mtpa. As of March 16, 2026, FLNG Hilli has offloaded a total of 148 LNG cargoes and produced around 10.4 million tonnes of LNG since the start of operations under the LTA.
FLNG Hilli is currently operating under an LTA with Perenco and SNH until July 2026. Upon maturity of the LTA, the vessel will undergo upgrades and life extension works at Seatrium’s shipyard in Singapore prior to its long-term redeployment offshore Argentina under a 20-year charter with SESA, expected to commence in the second half of 2027, subject to final commissioning and regulatory approvals.
We have committed $350 million of capital expenditures for refurbishment and life-extension works required prior to the redeployment of FLNG Hilli under a 20-year agreement with SESA.
FLNG Gimi
In 2019, Gimi MS Corporation (“Gimi MS”) and Golar MS Operator S.A.R.L., entered into the LOA in connection with the employment of FLNG Gimi as part of the first phase of bp’s GTA Project offshore Mauritania and Senegal.
The FLNG Gimi is designed to produce approximately 2.7 mtpa of LNG. The GTA field is estimated to contain approximately 15 trillion cubic feet of gas resources.
FLNG Gimi achieved COD in June 2025, triggering the commencement of the 20-year LOA. As of March 16, 2026, FLNG Gimi has offloaded a total of 26 LNG cargoes and produced around 1.8 million tonnes of LNG since the start of operations.
MKII FLNG
The MKII FLNG represents our 3.5 mtpa next-generation design and is currently under construction at CIMC's shipyard in China. In 2023, we purchased the Fuji LNG which was identified as a suitable donor vessel for the FLNG conversion project. In September 2024, we executed the EPC agreement with CIMC for the conversion of Fuji LNG into our first 3.5 mtpa MKII FLNG.
The total conversion budget is estimated at approximately $2.2 billion, excluding financing costs. This estimate includes the donor vessel, conversion works, yard supervision, spares, crew recruitment and training, contingencies, initial bunker supply and voyage-related delivery costs.
Standardized FLNG Designs
We have developed three standardized FLNG designs, as follows:
•Mark I
FLNG Hilli and FLNG Gimi are both Mark I (“MKI”) FLNGs. The MKI design has a nameplate capacity of up to 2.7 mtpa and is based on the conversion of a Moss-type LNG carrier. Sponsons are added to either side of the LNG carrier to create the necessary deck space to accommodate the topsides liquefaction and gas processing equipment. Power generation, utility and auxiliary systems and storage are located within the new sponsons and the existing donor vessel hull.
The Mark I conversions were executed in collaboration with our principal contractors, Seatrium (formerly Keppel Shipyard) and Black & Veatch, who delivered both FLNG Hilli and FLNG Gimi.
•Mark II
The Mark II (“MKII”) FLNG design has a nameplate capacity of up to 3.5 mtpa and is also based on the conversion of a Moss-type LNG carrier. The MKII design involves the construction of a new midship section to accommodate the liquefaction and gas processing equipment, while power generation, utility and auxiliary systems and storage are located within the new midship section and the existing donor vessel hull.
The higher nameplate capacity is achieved through the use of larger liquefaction trains and a more efficient configuration of the liquefaction equipment. This modularized conversion approach is designed to reduce construction, delivery and commissioning timelines compared to earlier designs. This approach also expands the number of shipyards and fabrication facilities capable of executing the conversion, which could enhance competitive tension among contractors and potentially improve commercial terms, including construction pricing and payment structures.
We are currently executing our first MKII FLNG conversion project at CIMC, with Black & Veatch providing engineering and procurement services for the liquefaction and gas processing systems.
•Mark III
The Mark III design targets larger gas field developments and is intended to provide an offshore alternative to certain land-based LNG projects. This design has a nameplate capacity of up to 5.4 mtpa, increased storage capacity relative to the Mark I and Mark II designs, and is based on a newbuild hull rather than the conversion of an existing Moss-type LNG carrier. We currently estimate that a Mark III FLNG would require approximately four years from final investment decision to commissioning, subject to project scope, contracting structure and shipyard availability.
Our Customers
Our FLNG units are under long-term contracts, including the MKII FLNG which is still under conversion, with international energy companies and regional partners. These contracts are structured to limit our exposure to sovereign, currency and operational risks, and to provide revenue visibility over the contract term. The contracts typically span up to 20 years and include defined operational and cost allocation mechanisms. In addition, although our FLNG units operate in foreign jurisdictions, contract payments are denominated in U.S. dollars and the agreements are governed by English law. The following chart summarizes key commercial terms of our FLNG contracts as of March 16, 2026:
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| FLNG |
FLNG Hilli |
FLNG Gimi |
FLNG Hilli |
MKII FLNG |
| Customer |
Perenco and SNH |
bp/Kosmos |
SESA |
| COD |
June 2018 |
June 2025 |
Expected H2 2027 |
Expected 2028 |
| End date of fixed contract term |
July 2026 |
June 2045 |
Expected H2 2047 |
Expected 2048 |
| Currency of contract payment |
USD |
USD |
USD |
USD |
| Country of operations |
Cameroon |
Mauritania / Senegal |
Argentina |
Argentina |
| Contract legal jurisdiction |
English law |
English law |
English law |
English law |
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| Opex responsibility |
Covered by Golar |
Reimbursable by customer |
Covered by SESA |
Covered by SESA |
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FLNG Hilli
FLNG Hilli is currently operating under the LTA with Perenco and SNH which expires in mid-July 2026. Upon expiry of the LTA in July 2026, FLNG Hilli will undergo upgrade and life extension works in Singapore prior to commencing a 20-year redeployment contract with SESA offshore Argentina.
•Perenco and SNH
The contract with Perenco and SNH for FLNG Hilli is structured as a tolling arrangement with commodity-linked upside. The contract provides fixed capacity payments with additional upside linked to Brent and TTF price movements, with our commodity exposure limited to those reference indices.
•SESA
The contract with SESA consists of a fixed tariff of $285 million per year plus a commodity-linked upside. Scheduled to commence commercial operations in 2027, the contract is expected to generate approximately $5.7 billion of Adjusted EBITDA backlog, before commodity-linked upside and inflationary adjustments. All budgeted operating costs are borne by SESA, except for certain insurance costs.
The commodity linked tariff component is upside oriented. Golar will make 25% of realized Free on Board (“FOB”) prices above a reference price of US$ 8/mmbtu, with no cap to the upside for gas prices. Golar has also agreed to a mechanism where the charter hire can be partially reduced for FOB prices below a reference price of $7.5/mmbtu down to a floor of $6/mmbtu. Under this mechanism, the maximum accumulated discount over the life of FLNG Hilli's contract has a cap of $88 million, and any outstanding discounted amounts will be repaid through an additional upside sharing if FOB prices return to levels above $7.5/mmbtu. Golar is not exposed to further downside in the commodity-linked FLNG charter mechanism. The respective reference prices are subject to an inflationary adjustment after contract year five.
The FLNG Hilli will initially receive gas from the existing San Martin pipeline, until a dedicated pipeline is completed to supply gas directly from the Vaca Muerta shale deposit in the Neuquén Basin, the world’s second largest shale gas formation.
FLNG Gimi
FLNG Gimi operates under a 20-year LOA with bp in connection with the Greater Tortue Ahmeyim (“GTA”) Project offshore Mauritania and Senegal. Following COD in June 2025, the 20-year lease term commenced and provides contracted revenue visibility through 2045. The LOA represents approximately $4.3 billion of Adjusted EBITDA backlog (100% basis), of which Golar’s share is approximately $3.0 billion.
The LOA for FLNG Gimi is structured as a pure tolling agreement with availability-based payments, ensuring that we assume no volume risk and limited utilization risk. The day rate is performance based, anchored to a 2.4 mtpa base capacity, which represents 90% of nameplate capacity. Availability and utilization payments are de-linked from oil and gas prices, allowing the LOA to provide attractive returns in a broad range of energy price environments. All budgeted operating costs and expenses, except for insurance, are passed through to bp for reimbursement. The LOA also provides protections in the event of contract termination, including termination payments equal to the lessee’s credit support amount.
In June 2025, the FLNG Gimi completed acceptance tests and reached its COD. COD triggered the start of the 20-year LOA term that unlocks the equivalent of around $4.3 billion Adjusted EBITDA, of which we have a 70% ownership interest.
MKII FLNG
The MKII FLNG is currently undergoing conversion at CIMC and is expected to deliver from the Shipyard at the end of 2027. In October 2025 all outstanding conditions precedent and customary closing conditions were satisfied for MKII FLNG's 20-year contract with SESA offshore Argentina in the Gulf of San Matías.
The contract with SESA consists of a fixed tariff of $400 million per year plus a commodity linked upside. Scheduled to commence commercial operations in 2028, the contract is expected to generate approximately $8.0 billion of Adjusted EBITDA backlog, before commodity-linked upside and inflationary adjustments. All budgeted operating costs are borne by SESA, except for certain insurance costs.
The commodity linked tariff component is upside oriented. Golar will make 25% of realized FOB prices above a reference price of US$ 8/mmbtu, with no cap to the upside for gas prices. Golar has also agreed to a mechanism where the charter hire can be partially reduced for FOB prices below a reference price of $7.5/mmbtu down to a floor of $6/mmbtu. Under this mechanism, the maximum accumulated discount over the life of MKII FLNG's contract has a cap of $122 million, and any outstanding discounted amounts will be repaid through an additional upside sharing if FOB prices return to levels above $7.5/mmbtu. Golar is not exposed to further downside in the commodity-linked FLNG charter mechanism. The respective reference prices will be subject to an inflationary adjustment after contract year five.
Overall, our contracted FLNG units provide approximately $17 billion of forward-looking Adjusted EBITDA backlog over the next 20 years, before commodity-linked upside and inflationary adjustments. As of December 31, 2025, backlog is primarily attributable to the 20-year LOA for FLNG Gimi and the 20-year charters for FLNG Hilli and MKII FLNG offshore Argentina as summarized below.
Seasonality
Historically, LNG trade volumes, and consequently LNG commodity prices, have increased during the northern hemisphere winter months and eased during the summer months, as demand for LNG for heating rises in colder weather and declines in warmer weather. Seasonal demand during the summer months has increased in certain markets due to energy requirements for air conditioning and, in some regions, reduced availability of hydropower generation.
Certain of our tolling arrangements include both fixed capacity payments and variable components that provide exposure to underlying commodity price indices. As a result of seasonal fluctuations in LNG demand and pricing, and to the extent our revenues include commodity-linked components, results of operations for individual quarterly periods may vary and may not be indicative of full-year results.
Seasonality can also impact production volumes. The throughput of a liquefaction plant is sensitive to ambient temperatures, with colder conditions generally supporting higher production efficiency. Accordingly, throughput variations between winter and summer months should be expected. Where our invoicing includes volume-based components, such seasonal throughput variations may also contribute to fluctuations in quarterly operating results.
Vessel Maintenance
Safety is our top operational priority. Our vessels are operated in a manner intended to protect the health and safety of our employees, the general public and the environment. We carry out inspections of our vessels on a regular basis which result in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program of continual maintenance and improvement for our vessels and their systems.
We also actively work to manage the risks inherent in our business and are committed to preventing incidents that may compromise safety, such as fires, environmental spills or any harm to people. Additionally, we are committed to minimizing emissions and waste and have established key performance indicators to facilitate regular monitoring of operational performance, including lost time injury frequency monitoring, total recordable case frequency reporting, carbon dioxide, sulfur oxide, nitrogen oxide, methane and particulate matter emissions, total waste disposed of, spills, and crew retention rates, among others. We set targets to drive continuous improvement, and regularly review performance indicators to determine if remedial action is necessary to reach our targets.
Our operations utilize a thorough risk management program that includes, among other things, computer-aided risk analysis tools, maintenance and assessment programs, offshore worker’s competence training program, offshore worker’s workshops and membership to emergency response organizations. Golar Management AS maintains its ISO 9001 certification for a quality management system, ISO 14001 certification for an environmental management system and ISO 45001 certification for an occupational health and safety management system and is certified in accordance with the IMO’s International Safety Management (“ISM”), on a fully integrated basis. The ISO 27001 certification for Golar Management AS’s IT Department, is also maintained.
As of March 16, 2026, all our vessels are “in class”. The FLNG Hilli and FLNG Gimi are certified by Det Norske Veritas. These class certificates are renewed every five years.
Our contractual vessel management obligations to certain customers have been outsourced to third-party ship managers. Outsourcing this non-core aspect of our operations affords operational and cost efficiency and provides appropriate access to supporting administrative functions.
Risk of Loss and Insurance
The operation of our FLNGs has inherent risks which includes mechanical failure, personal injury, collision, property loss, vessel or cargo loss or damage and business interruption due to physical damage and/or political circumstances in foreign countries and/or war risk situations or hostilities, cyber risk or pandemics. In addition, there is always an inherent possibility of marine disaster, including explosion, spills and other environmental casualties, and the liabilities arising from owning and operating FLNGs in international trade.
We have obtained:
•property damage (also known as hull and machinery) insurance on all of our FLNGs to protect us against marine and war risks, which include the risks of damage to our FLNGs, salvage or towing costs, and also insure against actual or constructive total loss of any of our FLNGs. However, our insurance policies contain deductible amounts for which we will be responsible in the event of a claim. We have also obtained additional total loss coverage for each FLNG, which provides additional coverage in the event of the total loss of an FLNG;
•business interruption insurance to protect us against loss of income in the event one of our FLNGs cannot be employed due to property damage that is covered under the terms of the insurance. Under our business interruption policies, our insurer will indemnify our losses up to the daily rate agreed in respect of each FLNG for each day, in excess of a certain number of deductible days, for the time that the FLNG is out of service as a result of eligible damage. The maximum coverage is 360 days, with number of deductible days varying from 60 days to 90 days, depending on the FLNG; and
•protection and indemnity insurance, which covers our third-party legal liabilities in connection with our FLNG activities, is provided by mutual protection and indemnity associations (“P&I clubs”). This includes third-party liability and other liability arising from injury or death of crew members, passengers and other third-party persons, loss or damage to cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal. Subject to the capping discussed below, our coverage, except for pollution, is unlimited.
The current protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The twelve P&I clubs that comprise the International Group of Protection and Indemnity Clubs (the “International Group”) insure approximately 90% of the non-sanctioned global commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be approximately $8.9 billion per accident or occurrence. We are a member of Skuld P&I club. As a member, we are subject to a call for additional premiums based on the clubs’ claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group.
We have also obtained ship manager’s liability insurance to protect us against contractual liabilities with one of our customers and insurances for our on-shore inventory and the global transport of materials for our operations, in addition to a company-wide comprehensive third-party liability cover. Moreover, a cybersecurity insurance has been obtained which provides cover for property damage, business interruption and enterprise or hardware risk.
We believe that our current insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage consistent with standard industry practice. However, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable premiums.
Environmental and Other Regulations
General
Our operations are subject to various international treaties and conventions, and to the applicable local, national and subnational laws and regulations of the countries in which our vessels operate or are registered. Such laws and regulations cover a variety of topics, including but not limited to, air, water pollution, waste and oily waste and hazardous material management, protection of natural resources, biodiversity conservation and occupational health and safety of our offshore personnel, which may require us to obtain governmental permits and authorizations before we conduct certain activities. Failure to comply with these laws or to obtain the necessary business and technical licenses could result in sanctions including suspension and/or freezing of our operations and responsibility for all damages arising from any violation.
Governments may also periodically revise their environmental laws and regulations or adopt new ones, and the effects of new or revised laws and regulations on our operations cannot be predicted. Any non-compliance or failure to obtain and maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels. There can be no assurance that additional significant costs and liabilities will not be incurred to comply with such current and future laws and regulations, or that such laws and regulations will not have a material effect on our operations. Similar or more stringent laws, regulations and permitting requirements may also apply to our customers, including oil and gas exploration and production companies, which may impact demand for our services.
•Environmental regulations in Cameroon
Our operations in Cameroon are governed by the Ministry of Environment, Nature Protection and Sustainable Development, which, among other things, administers the National Environmental Management Plan, requires environmental impact assessments for any development which may endanger the environment, and regulates pollution to the air, water, and other biological resources, including maritime activities. Cameroon is a signatory to international agreements regarding climate change and greenhouse gases including the Paris Agreement and the UN Framework Convention on Climate Change (“UNFCCC”).
•Environmental regulations in Mauritania and Senegal
Our operations in Mauritania and Senegal are governed by various government bodies, including the respective Ministries of Environment and Sustainable Development in Mauritania and Senegal, and the Department of Environment and Classified Establishments in Senegal. Mauritania and Senegal have also entered into several international conventions, protocols and bilateral agreements which establish environmental quality standards for waste management, including discharge of chemicals to the marine environment. Mauritania and Senegal are also signatories to the Paris Agreement and the UNFCCC.
•Environmental regulations in Brazil
Our operations in Brazil are governed by various environmental laws and regulations, including the Brazilian Institute for the Environment and Renewable Natural Resources, the National Environmental Council, and state environmental agencies. These agencies regulate environmental licensing for activities that could cause significant adverse environmental impact, water use permitting, and quality standards for air, water, and soil. Brazil is also a signatory to the Paris Agreement and the UNFCCC.
•U.S. and International Maritime Regulations
We must comply with key regulations set forth by the International Maritime Organization (“IMO”), such as the International Safety Management Code, International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (“IGC Code”), amendments to the International Convention for the Safety of Life at Sea, the International Ship and Port Facility Security Code, and the IMO’s Marine Pollution standards. The evolving nature of IMO regulations poses uncertainties to our business, and non-compliance may result in increased liability, penalties, reductions in insurance coverage, or port access issues.
With respect to our limited exposure to U.S. waters, we are subject to various federal, state, and local laws and regulations relating to the protection of the environment, including the Oil Pollution Act, Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, and the Clean Air Act. These environmental laws and regulations may impose substantial penalties for noncompliance and liabilities for pollution.
Sustainability reporting
We have published our annual Environmental, Social and Governance (“ESG”) Report on our website since 2020. Our 2024 ESG Report is currently available on our website, and the 2025 ESG Report will be published in the coming months.
The European Union’s CSRD, which entered into force in January 2023 and has subsequently been modified. At this time, based on our current structure and operations, we do not believe that we are subject to CSRD reporting obligations. In March 2026, the Omnibus I Directive was adopted, which simplifies the CSRD and limits its application. However, the regulatory landscape continues to evolve, and future guidance or amendments from the European Commission could potentially affect the applicability of these requirements to the Company.
In addition, regulatory developments in the United States, particularly at the state level with respect to climate-related disclosure requirements, aimed at increasing transparency around climate-related risks, greenhouse gas emissions, and governance practices. While these requirements are not currently applicable to the Company, we continue to monitor regulatory developments in both the European Union and the United States to assess potential implications for our future reporting obligations.
C. Organizational Structure
Golar LNG Limited is a Bermuda-incorporated holding company. For a list of our significant subsidiaries, see Exhibit 8.1 to this annual report and note 4 “Subsidiaries” of our consolidated financial statements included herein. All of our subsidiaries are, directly or indirectly, wholly-owned by us except for Gimi MS.
D. Property, Plant and Equipment
For information on our fleet, please see the section of “Item 4 - B. Business Overview”.
We do not own any interest in real estate. As of December 31, 2025, we lease the following office spaces: 10,700 square feet in London, England; 27,100 square feet in Oslo, Norway; 2,500 square feet in Hamilton, Bermuda; 2,100 square feet in Douala, Cameroon; 415 square feet in Nouakchott, Mauritania; and 130 square feet in Rio de Janeiro, Brazil.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with the sections of this Annual Report entitled “Item 4. Information on the Company” and our consolidated financial statements included herein. Our financial statements have been prepared in accordance with U.S. GAAP. This discussion includes forward-looking statements based on assumptions about our future business. You should also review the section of this Annual Report entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information - D. Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by certain forward-looking statements.
Significant Developments since January 1, 2026
Significant developments since January 1, 2026 until March 16, 2026 are discussed below.
•Release of restricted cash – LNG Hrvatska performance guarantees
In July 2025, we entered into an agreement with LNG Hrvatska to mutually terminate the Operate and Maintain (“O&M”) agreement prior to its contractual expiry date. Under the deed of termination, the two cash-backed performance guarantees related to the O&M agreement were discharged. In January 2026, the restricted cash plus accrued interest associated to the performance guarantees amounting to $13.3 million was released.
•Dividends
In February 2026, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2025 to shareholders of record on March 9, 2026, which was paid on March 18, 2026.
•SESA shareholder loan
In February 2026, we entered into a credit agreement under which we agreed to provide SESA, as borrower, with a credit facility of up to $5.6 million.
Subsequent to execution of the agreement, SESA has drawn $2.6 million under the facility. Amounts drawn bear interest at Term SOFR plus a margin of 3.875%, with interest payable semi-annually. The loan matures on April 15, 2029, with principal repayable in two equal semi-annual installments.
•Sale of investment in OLT
In March 2026, we sold our entire 2.69% shareholding in OLT Offshore LNG Toscana S.p.A., which was fully impaired in 2019, pursuant to a Sale and Purchase Agreement with SNAM S.p.A. for a consideration of $3.1 million.
•Strategic review
In March 2026, a formal process to evaluate strategic alternatives to accelerate our FLNG growth pipeline and maximize shareholder value was initiated. In connection with this process, we have appointed Goldman Sachs International as our financial advisor. The strategic review will include a comprehensive evaluation of Golar’s platform, including our industry-leading FLNG technology, long-term contract backlog, and growth pipeline. Potential alternatives to be explored include, but are not limited to, a sale of the Company, a merger or other business combination, divestiture of assets, or further optimization of the corporate structure. The Company will target solutions that unlock shareholder value and enable faster roll-out of Golar’s FLNG growth pipeline. There can be no assurance that the strategic review will result in any transaction or other strategic outcome, nor have we established a definitive timetable for the completion of this process.
Factors Affecting Our Future Results of Operations and Financial Condition
Our historical results of operations may not be indicative of our future results of operations which may be principally affected for the following reasons:
•Utilization of the FLNG Gimi and our continued obligations under the LOA. During the term of the LOA, we remain exposed to key risks, including underperformance against contracted capacity, payment disputes or defaults, termination events, and unforeseen costs or liabilities. Our ability to sustain or enhance FLNG Gimi’s economics depends on delivering consistent operational performance and executing production optimization initiatives, which may require additional capital investment or regulatory approvals and may not generate the expected returns. Any vessel unavailability, shortfall in production, material cost overruns, contractual termination, or prolonged operational disruption could have a material adverse effect on our results of operations, cash flows, and financial condition.
•Utilization of FLNG Hilli under the remaining LTA term. With the LTA maturing in mid-July 2026, FLNG Hilli remains well positioned to deliver reliable production and strong cash flow generation through the end of the contract term. We continue to focus on maximizing operational uptime and performance to fully capture the remaining contractual value. In parallel, we are executing a structured exit from Cameroon, with clear plans in place to ensure compliance with all applicable legal, tax, social and environmental requirements. Through proactive stakeholder engagement, we are committed to completing the transition responsibly while protecting shareholder value and financial performance. However, any failure to comply with applicable requirements or to execute the transition as planned could have a material adverse effect on our results of operations, cash flows, and financial condition.
•Timely execution of the FLNG Hill's pre-deployment refurbishment. Following the LTA’s contractual maturity, FLNG Hilli will undertake a planned $350 million refurbishment program to upgrade the vessel and extend her economic life ahead of her 20-year redeployment with SESA in Argentina. This investment is expected to position Hilli for long-term, stable cash flow generation under a new contract and reinforces the strategic value of the asset within our portfolio. We are required to satisfy certain contractual obligations with SESA, including timely delivery of the vessel onsite and compliance with agreed technical performance specifications. While we have established detailed project plans and oversight structures to support disciplined execution, the refurbishment remains subject to customary project risks, including contractor performance and delays, cost inflation and supply chain constraints. Any material delays, cost overruns or failure to meet contractual specifications could lead to reduced or deferred revenues and higher capital expenditures than anticipated, which could adversely affect our results of operations, cash flows and financial condition.
•Timely and on budget conversion of the MKII FLNG. The MKII FLNG is the first application of Golar’s MKII design and is supported by a 20-year contract with SESA. The conversion requires significant technical execution, complex project management and substantial capital investment. In addition, we are required to meet specified delivery milestones and performance standards under the SESA contract. As with any large-scale conversion project, execution is subject to risks, including contractor performance and delays, cost escalation, supply chain constraints and permitting or regulatory approvals. Any material delays, cost overruns or failure to achieve contractual performance specifications could negatively impact project economics and delay the commencement of revenue generation.
•Customer concentration. Our operating revenues are generated from a limited number of customers under long-term contracts, one of which will mature in July 2026. The temporary reduction in earnings associated with the transition of one of our assets could adversely affect our results of operations, cash flows and financial condition. This interim revenue and cash flow gap is expected to narrow as FLNG Hilli commences its 20-year contract with SESA in 2027 and when the MKII FLNG begins operations in 2028, materially strengthening our revenue base.
•Access to capital and compliance with financing arrangements. Our business is capital-intensive and requires substantial financing. A significant portion of our indebtedness is secured by our FLNG units. We expect to require additional capital transactions or financings to support future projects, including the current MKII FLNG conversion and other growth initiatives. There can be no assurance that we will be able to obtain new financing or refinance existing indebtedness on acceptable terms, on a timely basis or at all.
•Risk of breach of certain debt covenants. Our loan agreements and lease financing arrangement require us to maintain specific financial levels and ratios, including minimum amounts of available cash, minimum ratios of current assets to current liabilities (excluding current portion of long-term debt), minimum levels of stockholders’ equity and maximum loan amounts to value. If certain covenants are breached, we may be required to make further principal repayments ahead of our loan maturity, which would reduce our available cash.
Please see the section of this Annual Report entitled “Item 3. Key Information - D. Risk Factors” for a discussion of certain risks inherent in our business.
Important Financial and Operational Terms
We use a variety of financial and operational terms when analyzing our performance. These include but are not limited to the following:
Liquefaction services revenue: For the FLNG Hilli LTA, we consider the provision of liquefaction services capacity as a single performance obligation recognized evenly over time. We consider our services (the receipt of customer’s gas, treatment and temporary storage on board our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Overproduction and underutilization arrangements in the LTA are variable consideration, estimated using the expected value method and recognized using the output method to the extent it is probable that a significant reversal will not occur.
Sales-type lease receivable in excess of interest income: Sales-type lease receivable in excess of interest income is a non-U.S. GAAP financial measure which represents the lease receivable principal amortization component of the total amounts invoiced under the FLNG Gimi sales-type lease. Amounts recognized as sales type lease revenue is analogous to the interest income component earned, while the principal amortization is treated as a reduction to the lease receivable balance presented in “Net investment in sales-type lease” in our consolidated balance sheet. We included the total invoiced amounts comprising both interest income and principal repayment in our FLNG Adjusted EBITDA to reflect the total cash earnings and economic performance of the FLNG Gimi. This amount is eliminated from the consolidated statement of operations in accordance with U.S. GAAP.
FLNG tariff, net: FLNG tariff, net is a non-U.S. GAAP financial measure that represents the total cash inflow and economic performance generated by our FLNGs during a given period. It is calculated by taking the total amount invoiced for FLNG services, including liquefaction services revenue, sales-type lease revenue, vessel management fees and other revenue and realized gains on oil and gas derivative instruments, adjusted for the amortization of deferred commissioning period revenue, Day 1 gains (deferred revenues) and deferred pre-COD cashflows that is allocated to the non-lease component, the unwinding of liquidated damages, the accretion of unguaranteed residual value and the accruals and other timing related items including tax reimbursement, underutilization, overproduction revenue and demurrage cost. FLNG tariff, net is intended to enhance the comparability of our FLNG performance across periods and with other operational FLNGs in the industry. FLNG tariff, net should not be considered as an alternative to total operating revenue of the FLNG segment or any other performance measure of our financial performance calculated in accordance with U.S. GAAP.
Adjusted EBITDA: Adjusted EBITDA is a non-U.S. GAAP financial measure and is calculated by taking net income/(loss) before net income/(loss) from discontinued operations, net income/(losses) from equity method investments, income taxes, other financial items net, unrealized (losses)/gains on oil and gas derivative instruments, interest expense, net, interest income, other non-operating income/(losses), realized and unrealized MTM (losses)/gains on our investment in listed equity securities, unrealized movements on the oil and gas derivative instruments, losses/(gains) on derivative instruments, impairment of long-lived assets, depreciation and amortization and sales-type lease receivable in excess of interest income. Adjusted EBITDA is a financial measure used by management and investors to assess our total financial and operating performance. Adjusted EBITDA increases the comparability of our operational performance from period to period and against the operational performance of other companies without regard to our financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to net income or any other measure of our financial performance calculated in accordance with U.S. GAAP. See the section of this Item 5 entitled “A. Operating Results” included herein for a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP financial measure.
Adjusted EBITDA backlog: Adjusted EBITDA backlog is a non-U.S. GAAP financial measure and represents the share of contracted earnings for executed contracts less forecasted operating expenses for these contracts. Adjusted EBITDA backlog should not be considered as an alternative to net income/(loss) or any other measure of our financial performance calculated in accordance with U.S. GAAP.
A. Operating Results
In January 2025, our LNG carrier Fuji LNG completed its final cargo delivery under a short-term contract and entered the shipyard in early February 2025 to begin conversion into a MKII FLNG. In the first quarter of 2025, we finalized the sale of our remaining LNG carrier, the Golar Arctic. These key milestones marked our exit from shipping operations. Accordingly, starting in the first quarter of 2025, we no longer classify Shipping as a reportable segment. All associated legacy shipping activities have been included within the broader Corporate and other segment with retrospective effect.
Reconciliations of the 2025 and 2024 consolidated net income/(loss) to Adjusted EBITDA are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| (in thousands of $) |
2025 |
2024 |
|
| Net income |
112,576 |
|
80,793 |
|
|
| Income tax expense/(benefit) |
4,307 |
|
(18) |
|
|
| Income before income taxes |
116,883 |
|
80,775 |
|
|
| Depreciation and amortization |
49,255 |
|
53,526 |
|
|
Impairment of long-lived assets |
— |
|
22,933 |
|
|
Unrealized loss on oil and gas derivative instruments, net |
93,102 |
|
101,862 |
|
|
|
|
|
|
| Other non-operating (income)/loss, net |
(29,981) |
|
7,000 |
|
|
| Interest income |
(34,577) |
|
(37,350) |
|
|
Interest expense, net |
32,925 |
|
— |
|
|
| Losses/(gains) on derivative instruments, net |
7,822 |
|
(65) |
|
|
| Other financial items, net |
15,578 |
|
4,317 |
|
|
Net (income)/loss from equity method investments |
(8,928) |
|
7,502 |
|
|
|
|
|
|
| Sales-type lease receivable in excess of interest income |
22,536 |
|
— |
|
|
| Adjusted EBITDA |
264,615 |
|
240,500 |
|
|
Discussed below are the financial statement line items of our consolidated results of operations for the years ended December 31, 2025 and 2024 that are not covered by the segmental analysis presented later in this section:
Income taxes: The increase of $4.3 million in 2025 compared to 2024 was primarily due to higher taxable income resulting from the commencement of operations of the FLNG Gimi in June 2025. Pursuant to the LOA, taxes incurred under the LOA operations are reimbursed by bp, with the corresponding credit recognized within sales-type lease revenue and vessel management fees.
Depreciation and amortization: The decrease of $4.3 million in 2025 compared to 2024 was primarily due to cessation of depreciation for the Fuji LNG following her arrival at CIMC’s yard for conversion to a FLNG in February 2025, and the disposal of the Golar Arctic during the first quarter of 2025.
Impairment of long-lived assets: The impairment charge of $22.9 million in 2024 is associated with our LNG carrier, Golar Arctic. During 2024, we engaged in discussions with multiple potential buyers regarding the sale of the vessel, however, no binding agreement was reached as of December 31, 2024. We conducted an impairment assessment based on the third-party purchase offers received during 2024 as it is more accurately reflective of the vessel's exit price. As a result, an impairment charge of $22.9 million was recognized as of December 31, 2024.
Unrealized loss on the oil and gas derivative instruments, net:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| (in thousands of $) |
2025 |
2024 |
|
Unrealized loss on FLNG Hilli’s oil derivative instrument |
(55,428) |
|
(47,272) |
|
|
Unrealized loss on FLNG Hilli’s gas derivative instrument |
(37,674) |
|
(6,511) |
|
|
| Unrealized MTM adjustment for commodity swap derivatives |
— |
|
(48,079) |
|
|
Unrealized loss on oil and gas derivative instruments, net |
(93,102) |
|
(101,862) |
|
|
•Unrealized loss on FLNG Hilli’s oil derivative instrument: This reflects the MTM movements related to the changes in the fair value of the FLNG Hilli’s oil derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us as a result of Brent linked crude oil prices moving above a contractual oil price floor over the remaining term of the LTA. The increase in unrealized loss of $8.2 million in 2025 compared to 2024 was primarily driven by a reduction in the remaining term of the LTA along with the volatility in the future Brent linked crude oil price curves over the LTA’s remaining term.
•Unrealized loss on FLNG Hilli’s gas derivative instrument: This reflects the MTM movements related to the changes in the fair value of the FLNG Hilli’s gas derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us for the 0.2 mtpa incremental LNG capacity over the remaining term of the LTA which is linked to the Dutch Title Transfer Facility (“TTF”) gas prices and forecast Euro/USD exchange rates. The increase in unrealized loss of $31.2 million in 2025 compared to 2024, was primarily driven by a reduction in the remaining term of the LTA along with the volatility in the future TTF linked gas price curves over the LTA’s remaining term.
•Unrealized MTM adjustment for commodity swap derivatives: We previously entered into commodity swaps to hedge our exposure to the TTF linked earnings on the FLNG Hilli. Our exposure is economically hedged by swapping variable cash receipts linked to the TTF index for anticipated future production volumes with fixed payments from our TTF swap counterparties, of which the resultant adjustments were presented in “Realized MTM adjustment on commodity swap derivatives” in the consolidated statements of operations. The decrease of $48.1 million in 2025 compared to 2024, was due to maturity of TTF swaps on December 31, 2024. No new commodity swaps were entered into during the year ended December 31, 2025.
Other non-operating (income)/loss:
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|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
Gain on deemed sale of FLNG Gimi |
29,981 |
|
— |
|
|
| Others |
— |
|
(7,000) |
|
|
| Other non-operating (income)/loss, net |
29,981 |
|
(7,000) |
|
|
•Gain on deemed sale of FLNG Gimi on COD: In June 2025, FLNG Gimi successfully achieved its COD, marking the commencement of the 20-year lease term with BP Mauritania Investments Limited, a subsidiary of BP p.l.c. (“bp”) under the LOA. As a result, the FLNG Gimi asset under development was derecognized, and a net investment in sales-type lease was recognized resulting in a gain on deemed sale of the FLNG Gimi of $30 million. There was no comparable gains in 2024.
•Others: This relates to payments to Seatrium in relation to FLNG Hilli's utilization bonus and termination fee on our historical third FLNG conversion main building contract. There were no comparable payments made in 2025.
Interest income: The decrease of $2.8 million in 2025 compared to 2024 was primarily due to:
•a $3.8 million decrease in interest income due to lower interest rates for the short term money-market deposits held on December 31, 2025 compared to 2024. At December 31, 2025 and 2024, the cash held in short-term money-market deposits amounted to $920.5 million and $301.8 million, respectively; and
•partially offset by an increase of $1.1 million in interest income due to higher cash balances maintained in bank accounts in 2025 compared to 2024.
Interest expense: The $32.9 million increase in interest expense in 2025 compared to 2024 was primarily due to:
•higher corporate debt interest expense inclusive of the amortization of related deferred financing costs following the issuance of the $575 million 2025 Convertible Bonds in June 2025 and the $500 million 2025 Senior Unsecured Notes in October 2025; and
•changes in the capitalization of borrowing costs following the achievement of COD of FLNG Gimi, after which borrowing costs were no longer capitalized to FLNG Gimi and were recognized as expense.
(Losses)/gains on derivative instruments, net:
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|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
Net interest income on undesignated interest rate swaps (“IRS”) derivatives |
3,339 |
|
6,036 |
|
|
Unrealized MTM adjustment for IRS derivatives |
(11,161) |
|
(5,971) |
|
|
| (Losses)/gains on derivative instruments, net |
(7,822) |
|
65 |
|
|
•Net interest income on undesignated IRS derivatives: This reflects the net interest exposure in relation to our IRS derivatives. The decrease of $2.7 million net interest income in 2025 compared to 2024 was driven largely by the movements in the SOFR.
•Unrealized MTM adjustment for IRS derivatives: This reflects the MTM movements related to the changes in the fair value of our IRS derivatives. As of December 31, 2025 and 2024, we had an IRS portfolio with a notional amount of $600.0 million and $518.5 million respectively, none of which are designated as hedges for accounting purposes. The $5.2 million increase in unrealized MTM loss in 2025 compared to 2024 was driven by higher notional values of our swap portfolio partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties.
Other financial items, net:
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|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| (in thousands of $) |
2025 |
2024 |
|
|
Loss on debt extinguishment |
(9,954) |
|
— |
|
|
|
| Financing arrangement fees and other related costs |
(3,316) |
|
(5,157) |
|
|
|
| Foreign exchange (loss)/gain on operations |
(1,716) |
|
205 |
|
|
|
| Amortization of debt guarantees |
106 |
|
1,432 |
|
|
|
| Other |
(698) |
|
(797) |
|
|
|
| Other financials items, net |
(15,578) |
|
(4,317) |
|
|
|
•Loss on debt extinguishment: The $10.0 million loss on extinguishment in 2025 relates to the write-off of the unamortized deferred financing costs following the refinancing of the $700 million Gimi facility ahead of maturity. There were no comparable charges in 2024.
•Financing arrangement fees and other related costs: The decrease in financing arrangement fees and other related costs of $1.8 million in 2025 compared to 2024 was primarily due to $1.5 million decrease in fees from the parent of the FLNG Hilli's lessor variable interest entity (“VIE”) which we consolidate.
•Foreign exchange (loss)/gain on operations: The increase in foreign exchange loss in 2025 compared to a foreign exchange gain in 2024 of $1.9 million was mainly driven by the weakening of the U.S. Dollar against the Euro, Central African CFA franc (XAF) and Mauritanian Ouguiya (MRU) which are used for payments to our European vendors and offshore personnel, as well as for our operations in Cameroon and Mauritania/Senegal, respectively.
•Amortization of guarantees: This relates to fees earned from guarantees provided to our former subsidiaries and investees. The decrease of $1.3 million in 2025 compared to 2024 was mainly due to the maturity of the various guarantees provided.
Net (income)/loss from equity method investments: This represents our share of earnings from our equity accounted investments, as well as gains or losses on disposals and impairment charges related to these investments. The increase of $16.4 million in net income from equity method investments in 2025 compared to a net loss in 2024 was primarily due to:
•$9.8 million increase in the gain on disposals. In 2025, we recognized a $10.3 million gain on the disposal of our remaining 39.1 million Avenir shares, compared to a $0.5 million gain on partial disposal 3.6 million Avenir shares in 2024;
•$2.8 million decrease in impairment charges. In 2024, due to continued uncertainties on the future cashflows from the inclusion of the Higas terminal within Sardinia's regulatory framework, we fully impaired our investment in Higas. There was no comparable impairment charge in 2025; and
•$4.0 million improvement in our share of net losses from our equity method investments in 2025, due to the absence of losses from Avenir and Higas following their respective disposal and impairment in 2024.
The following details our operating results and the resultant Adjusted EBITDA for our reportable segments for the years ended December 31, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
| (in thousands of $) |
FLNG |
Corporate and
other
|
Total Segment Reporting |
Elimination |
Consolidated Reporting |
|
|
|
|
|
|
|
|
|
|
|
|
| Liquefaction services revenue |
226,794 |
|
— |
|
226,794 |
|
— |
|
226,794 |
|
| Sales-type lease revenue |
91,461 |
|
— |
|
91,461 |
|
— |
|
91,461 |
|
| Vessel management fees and other revenues |
48,469 |
|
25,922 |
|
74,391 |
|
— |
|
74,391 |
|
| Time and voyage charter revenues |
— |
|
876 |
|
876 |
|
— |
|
876 |
|
Total operating revenues |
366,724 |
|
26,798 |
|
393,522 |
|
— |
|
393,522 |
|
Vessel operating expenses |
(127,924) |
|
(31,970) |
|
(159,894) |
|
— |
|
(159,894) |
|
Administrative expenses |
(844) |
|
(28,750) |
|
(29,594) |
|
— |
|
(29,594) |
|
Project development expenses |
(15,306) |
|
(3,925) |
|
(19,231) |
|
— |
|
(19,231) |
|
Realized gain on oil and gas derivative instruments, net |
62,890 |
|
— |
|
62,890 |
|
— |
|
62,890 |
|
| Other operating income/(loss) |
2,143 |
|
(7,757) |
|
(5,614) |
|
— |
|
(5,614) |
|
Sales-type lease receivable in excess of interest income |
22,536 |
|
— |
|
22,536 |
|
(22,536) |
|
— |
|
| Adjusted EBITDA |
310,219 |
|
(45,604) |
|
264,615 |
|
(22,536) |
|
242,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2024 |
| (in thousands of $) |
FLNG |
Corporate and
other
|
Total Segment Reporting |
Elimination |
Consolidated Reporting |
|
|
|
|
|
|
|
|
|
|
|
|
| Liquefaction services revenue |
224,959 |
|
— |
|
224,959 |
|
— |
|
224,959 |
|
|
|
|
|
|
|
| Vessel management fees and other revenues |
— |
|
23,067 |
|
23,067 |
|
— |
|
23,067 |
|
| Time and voyage charter revenues |
— |
|
12,346 |
|
12,346 |
|
— |
|
12,346 |
|
Total operating revenues |
224,959 |
|
35,413 |
|
260,372 |
|
— |
|
260,372 |
|
Vessel operating expenses |
(82,284) |
|
(39,299) |
|
(121,583) |
|
— |
|
(121,583) |
|
Administrative expenses |
(1,269) |
|
(26,236) |
|
(27,505) |
|
— |
|
(27,505) |
|
Project development expenses |
(7,258) |
|
(5,083) |
|
(12,341) |
|
— |
|
(12,341) |
|
Realized gain on oil and gas derivative instruments, net |
141,088 |
|
— |
|
141,088 |
|
— |
|
141,088 |
|
| Other operating income |
469 |
|
— |
|
469 |
|
— |
|
469 |
|
|
|
|
|
|
|
| Adjusted EBITDA |
275,705 |
|
(35,205) |
|
240,500 |
|
— |
|
240,500 |
|
Adjusted EBITDA: Total segment reporting Adjusted EBITDA increased $24.1 million in 2025 compared to 2024, primarily due to the commencement of FLNG Gimi's LOA. The Gimi LOA contributed $162.4 million to operating revenues, partially offset by a corresponding increase in vessel operating expenses of $38.5 million. However, on a consolidated basis, Adjusted EBITDA increased by only $1.6 million in 2025 compared to 2024, primarily due to the accounting impact of the sales-type lease receivable, whereby revenue recognized in excess of interest income is eliminated upon consolidation.
This increase in Adjusted EBITDA was partially offset by the $78.2 million reduction in realized gains on oil and gas derivative instruments, following the maturity of TTF swaps on December 31, 2024, with no new TTF positions entered into during 2025. Additionally, project development expenses and administrative expenses increased by $6.9 million and $2.1 million, reflecting increased business development activities and higher general overheads, respectively. Other operating losses under the Corporate and Other segment increased by $7.8 million driven by a waiver of our shareholder loan and the loss recognized on the disposal of Golar Arctic.
These movements reflect consolidated changes across all segments. Further details and material movements within specific reportable segments are discussed below.
FLNG segment
This segment includes the operations of FLNG Hilli and FLNG Gimi, as well as our FLNG business development activities and other FLNG projects.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
|
|
|
|
| Liquefaction services revenue |
226,794 |
|
224,959 |
|
|
| Sales-type lease revenue |
91,461 |
|
— |
|
|
| Vessel management fees and other revenues |
48,469 |
|
— |
|
|
| Total operating revenue |
366,724 |
|
224,959 |
|
|
| Realized gain on oil and gas derivative instruments, net |
62,890 |
|
141,088 |
|
|
| Vessel operating expenses |
(127,924) |
|
(82,284) |
|
|
|
|
|
|
| Administrative expenses |
(844) |
|
(1,269) |
|
|
| Project development expenses |
(15,306) |
|
(7,258) |
|
|
| Other operating income |
2,143 |
|
469 |
|
|
| Sales-type lease receivable in excess of interest income |
22,536 |
|
— |
|
|
| Adjusted EBITDA |
310,219 |
|
275,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2025, FLNG Hilli maintained its market-leading operational track record and exceeded the contracted production volume for the year. In December 2025, the vessel achieved a major milestone, reaching 10 million tonnes of cumulative LNG production since commencement of the LTA.
Liquefaction services revenue is comprised of the following components:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
| Base tolling fee |
204,501 |
|
204,501 |
|
|
| Amortization of Day 1 gains |
12,541 |
|
12,575 |
|
|
| Incremental base tolling fee |
5,000 |
|
5,000 |
|
|
| Amortization of deferred commissioning period revenue |
4,120 |
|
4,131 |
|
|
| Overproduction |
371 |
|
102 |
|
|
| Other |
261 |
|
(1,350) |
|
|
Liquefaction services revenues |
226,794 |
|
224,959 |
|
|
•Base tolling fee: Under the terms of the LTA, we invoice and recognize base tolling fees up to the contracted annual base capacity so long as actual production is 95% of the contracted base capacity, provided that there are no services unavailability considered our fault in a given contract year.
•Amortization of Day 1 gains: This relates to the amortization of the FLNG Hilli’s deferred Day 1 gains on the oil and gas derivative instruments embedded in the LTA. In July 2021, we entered into LTA Amendment 3 which increased the annual capacity utilization of FLNG Hilli by 0.2 mtpa of LNG for the contract year 2022. In July 2022, the Customer exercised the option to maintain the increased annual contracted volume of 1.4 million tonnes from January 2023 until July 2026 resulting to the extension to the initial amortization profile of the TTF linked Day 1 gain until July 2026.
•Other: Other is comprised of accrued demurrage cost recognized in the period during which the production delay occurred, as well as the unwinding of deferred liquidated damages incurred prior to contract commencement in 2018. The increase of $1.6 million in 2025 compared to 2024 was primarily due to the absence of accrued demurrage cost in the current year.
Sales-type lease revenues: FLNG Gimi has a nameplate liquefaction capacity of 2.7 MTPA. The contractual day rate, which corresponds to annual Adjusted EBITDA of approximately $215 million on a 100% basis, is based on a guaranteed availability of 90% of nameplate capacity, equivalent to approximately 2.4 MTPA. The unit is compensated on an availability basis, with the invoiced day rate adjusted upward or downward if actual production exceeds or falls below the contracted 2.4 MTPA level.
FLNG Gimi achieved COD in June 2025 and is currently optimizing operations in close collaboration with the GTA project’s upstream partners. Actual production for the year ended December 31, 2025 has exceeded scheduled production, and meaningful operational efficiencies have been realized. As a result, the invoiced day rate for the fourth quarter of 2025 was 3% above the contractual base day rate.
Under FLNG Gimi’s LOA, total consideration is allocated between lease and non-lease components. The lease component, representing the right to use FLNG Gimi, is accounted for as a sales-type lease. As operations commenced in June 2025, there are no comparable amounts for the corresponding period in 2024.
Sales-type lease revenue is comprised of the following components:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
Sales-type lease revenue |
62,724 |
|
— |
|
|
Variable lease revenue |
23,335 |
|
— |
|
|
Accretion of unguaranteed residual value |
3,296 |
|
— |
|
|
Other |
2,106 |
|
— |
|
|
|
|
|
|
|
|
|
|
| Sales-type lease revenue |
91,461 |
|
— |
|
|
•Sales-type lease revenue: This reflects the interest income recognized on the net investment in the sales-type lease on FLNG Gimi since commencement of operations in June 2025, calculated using the implicit rate in the lease.
•Variable lease revenue: This reflects variable payments not included in the fixed consideration of the lease including overproduction, underutilization, and other operational adjustments invoiced since commencement of operations.
•Accretion of unguaranteed residual value: This relates to the periodic accretion in the present value of the unguaranteed residual value of FLNG Gimi, recognized over the lease term using the effective interest method.
•Other: This reflects taxes that are reimbursable under the LOA and accrued demurrage costs.
Vessel management fees and other revenues: Vessel management fees and other revenues reflects the non-lease component of the FLNG Gimi's LOA, representing O&M services. As operations commenced in June 2025, there are no comparable amounts for the same period in 2024. Vessel management fees and other revenues is comprised of the following components:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
| O&M service revenue |
46,029 |
|
— |
|
|
| Amortization of deferred pre-COD cash flows |
1,026 |
|
— |
|
|
| Other |
1,414 |
|
— |
|
|
| Vessel management fees and other revenues |
48,469 |
|
— |
|
|
•O&M service revenue: This reflects the non-lease O&M services component recognized since commencement of FLNG Gimi's operations in June 2025.
•Amortization of deferred pre-COD cash flows: This reflects the amortization of the non-lease component of pre-COD cash flows received from bp in relation to FLNG Gimi's LOA, recognized over the term of the LOA on a straight-line basis.
•Other: This reflects taxes reimbursable under the LOA, overproduction, underutilization, and accrued demurrage costs.
Realized gain on oil and gas derivative instrument, net:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
Realized gain on FLNG Hilli’s oil derivative instrument |
34,051 |
|
68,700 |
|
|
Realized gain on FLNG Hilli’s gas derivative instrument |
28,839 |
|
22,950 |
|
|
Realized MTM adjustment on commodity swap derivatives |
— |
|
49,438 |
|
|
| Realized gain on oil and gas derivative instruments, net |
62,890 |
|
141,088 |
|
|
•Realized gain on FLNG Hilli’s oil derivative instrument: This reflects the billings above the FLNG Hilli’s base tolling fee when the Brent linked crude oil price is greater than $60 per barrel. The decrease of $34.6 million in 2025 compared to 2024 was driven by lower three-month look-back average oil price of $70.91/barrel for 2025 compared to $82.0/barrel for 2024.
•Realized gain on FLNG Hilli’s gas derivative instrument: This reflects the tolling fee in excess of the contractual floor rate, linked to TTF prices and the Euro/USD foreign exchange movements. The increase of $5.9 million in 2025 compared to 2024, was driven by higher one-month look-back average TTF price of €37.69 for 2025, compared to a TTF price of €33.83 for 2024.
•Realized MTM adjustment on commodity swap derivatives: We entered into commodity swaps to hedge our exposure of FLNG Hilli’s tolling fee that is linked to the TTF index pursuant to the second amendment to the LTA, all of which were attributable to us. The decrease of $49.4 million in 2025 compared to 2024 was driven by the maturity of TTF swaps on December 31, 2024. No new commodity swaps were entered into during the year ended December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
| Other Financial Data: |
|
|
|
Liquefaction services revenue |
226,794 |
|
224,959 |
|
|
| Sales-type lease revenue |
91,461 |
|
— |
|
|
Vessel management fees and other revenues |
48,469 |
|
— |
|
|
Total operating revenue |
366,724 |
|
224,959 |
|
|
| Realized gain on oil and gas derivative instruments, net |
62,890 |
|
141,088 |
|
|
| Amortization of deferred commissioning period revenue, Day 1 gains and deferred pre-COD cash flows, accretion of unguaranteed residual value, accrued tax receipt, over/underproduction and accrued demurrage |
(23,791) |
|
(16,245) |
|
|
Sales-type lease receivable in excess of interest income |
22,536 |
|
— |
|
|
| FLNG tariff, net |
428,359 |
|
349,802 |
|
|
FLNG Tariff, net: The increase of $78.6 million in 2025 compared to 2024 was primarily due to FLNG Gimi's operating revenue contribution following commencement of operations, partially offset by lower realized gain on oil and gas derivative instruments on the FLNG Hilli LTA.
Vessel operating expenses: The increase of $45.6 million in 2025 compared to 2024 was primarily due to:
•a $38.5 million increase in FLNG Gimi's operating expenses since commencement of operations in June 2025;
•a $3.3 million increase in FLNG Gimi's operating expenses resulting from the commissioning activities, wherein certain costs incurred toward COD did not meet the criteria for capitalization instead were deemed essential operating costs to maintain the vessel's exclusive availability and operational readiness; and
•a $3.7 million increase in FLNG Hilli's operating expenses primarily due to a $3.2 million increase in crew taxes and logistics costs.
Project development expenses: This is comprised of non-capitalizable project-related expenses such as legal, professional and consultancy costs for FLNG projects in the exploratory stages. The increase of $8.0 million in 2025 compared to 2024 was primarily due to $8.9 million of Front-End Engineering Design (“FEED”) study costs incurred in connection with the potential development of a modified MKI FLNG and MKIII FLNG. There were no comparable FEED costs in 2024.
Other operating income: The increase of $1.7 million in 2025 compared to 2024 was primarily due to higher overproduction volumes from FLNG Hilli. Overproduction volumes were 73.6 MMBtu in 2025 compared to 73.1 MMBtu in 2024.
Corporate and other segment
This segment includes our legacy shipping activities, vessel management, floating storage and regasification unit services for third parties, LNG carrier transportation operations, administrative services to affiliates and third parties, corporate overhead costs and other strategic investments. We have offices in Bermuda, London and Oslo, which provide corporate management, commercial, technical, accounting, treasury and administrative support.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
|
|
|
|
|
Vessel management fees and other revenues |
25,922 |
|
23,067 |
|
|
Time and voyage charter revenues |
876 |
|
12,346 |
|
|
Total operating revenues |
26,798 |
|
35,413 |
|
|
| Vessel operating expenses |
(31,970) |
|
(39,299) |
|
|
| Administrative expenses |
(28,750) |
|
(26,236) |
|
|
| Project development expenses |
(3,925) |
|
(5,083) |
|
|
| Other operating loss |
(7,757) |
|
— |
|
|
| Adjusted EBITDA |
(45,604) |
|
(35,205) |
|
|
Vessel management fees and other revenues: The increase of $2.9 million in 2025 compared to 2024 was primarily due to a $3.8 million increase in O&M fees from Snam for the FSRU Italis LNG (formerly known as Golar Tundra), partially offset by a $1.0 million decrease in O&M fees earned following the termination of the O&M Agreement with LNG Hrvatska for the FSRU LNG Croatia in December 2025.
Time and voyage charter revenues: The decrease of $11.5 million in 2025 compared to 2024 was primarily due to reduced revenue from the Golar Arctic and Fuji LNG. Golar Arctic was on commercial waiting time beginning in January 2025 and subsequently sold in the first quarter of 2025, while Fuji LNG ceased earning charter revenue following its arrival at CIMC’s yard for conversion to a FLNG in February 2025.
Vessel operating expenses: The decrease of $7.3 million for 2025 compared to 2024 was primarily driven by reduced operational activity for the Fuji LNG following its arrival at CIMC’s yard for conversion and the disposal of Golar Arctic.
Administrative expenses: The increase of $2.5 million for 2025 compared to 2024 was primarily due to:
•a $6.5 million increase in employee compensation and benefits, professional services and travel expenses in 2025 compared to 2024;
•a $2.7 million increase in employee stock compensation costs following new awards granted in November 2024; and
•partially offset by a $6.7 million higher allocation of management and consultancy fees to vessel operating expenses and project development expenses in our FLNG segment reflecting time spent on FLNG activities.
Project development expenses: The decrease of $1.2 million for 2025 compared to 2024 was primarily due to lower professional and consultancy fees incurred on the flare-to-gas mobile kit project.
Other operating loss: The other operating loss of $7.8 million in 2025 was primarily comprised of:
•a $7.1 million write off of our shareholder loan to Higas. During the year ended December 31, 2025, Higas entered into a financial restructuring process pursuant to Article 56 of the Italian Business Crisis and Insolvency Code which required the implementation of a recapitalization plan. To enhance the equity position of Higas, together with the other shareholders, we waived our proportionate shareholder loan principal. There were no comparable transactions in 2024; and
•$0.5 million loss on the disposal of Golar Arctic, recognized in “Other Operating (loss)/income.” There were no comparable losses recognized in 2024.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 27, 2025, Item 5 Operating and Financial Review and Prospects - A. Operating Results, for the management discussion and analysis of the operating results for 2024 compared to 2023.
B. Liquidity and Capital Resources
Liquidity and Cash Requirements
We operate in a capital intensive industry, and we have historically financed the purchase of our vessels, conversion projects and other capital expenditures through a combination of borrowings from debt transactions, leasing arrangements with financial institutions, issuance of debt securities, cash generated from operations, sales of vessels and investments and equity capital. Our liquidity requirements relate to servicing our debt, funding our conversion projects, funding investment in the development of our project portfolio, funding working capital requirements, payment of dividends and share repurchases and maintaining cash reserves to satisfy certain of our borrowing covenants (including cash collateral requirements in respect of certain of our derivatives and as security for the provision of letters of credit) and to offset fluctuations in operating cash flows.
Our funding and treasury activities are conducted in accordance with our established corporate policies to maximize investment returns while maintaining appropriate liquidity for our working capital requirements. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in NOK, Euros, GBP, Central African Francs (“XAF”), Singapore Dollars, and Brazilian Real (“BRL”). We have used derivative instruments for interest rate, foreign currency and commodity risk management purposes.
Our short-term liquidity needs primarily relate to debt servicing, dividend payments, working capital, potential investments, and capital commitments for the MKII FLNG and the FLNG Hilli pre-redeployment refurbishment projects. We believe that our existing cash and cash equivalents and short-term bank deposits, together with cash flow from operations, will be sufficient to support our liquidity and capital requirements for at least the next 12 months from the date of issuance of the financial statements.
As of December 31, 2025, we had cash and cash equivalents (including short-term deposits and restricted cash) of $1,215.4 million, of which $64.2 million is restricted cash. Restricted cash primarily comprised $38.4 million maintained in a debt service reserve account for the duration of the $1.2 billion Gimi facility, $13.3 million in respect of the LNG Hrvatska O&M Agreement (subsequently released in January 2026), $11.4 million cash belonging to the lessor VIE that we are required to consolidate under US GAAP, and $1.1 million relating to office leases. Refer to note 13 “Restricted Cash and Short-term Deposits” of our consolidated financial statements included herein for additional details.
Since December 31, 2025, significant transactions impacting our cash flows include:
Receipts of:
•$3.1 million relating to the sale of our 2.69% shareholding in OLT Offshore LNG Toscana S.p.A which was fully impaired in year ended December 31, 2019;
Payments of:
•$102.3 million of additions to the asset under development, the MKII FLNG;
•$17.0 million of capital expenditure on the FLNG Hilli redeployment, comprised of engineering services and long lead items;
•$49.2 million of scheduled loan and interest repayments, including receipts under interest rate hedging agreements;
•$25.4 million relating to the quarterly dividend
•$15.4 million capital contribution for our equity interest in SESA;
•$4.7 million distribution to First FLNG Holdings in respect of their shareholding in FLNG Gimi; and
•$2.6 million relating to drawdown under the shareholder loan provided to SESA.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements are primarily for funding future investments and our conversion projects and repayment of long-term debt balances. Sources of funding for our medium and long-term liquidity requirements include new loans, refinancing of existing debt arrangements, and public and private debt or equity offerings.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
| (in thousands of $) |
2025 |
2024 |
|
|
|
| Net cash provided by operating activities |
470,929 |
|
318,241 |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
(813,197) |
|
(416,981) |
|
|
|
|
|
|
|
|
|
|
| Net cash provided by financing activities |
841,103 |
|
43,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net increase/(decrease) in cash and cash equivalents, restricted cash, short-term deposits |
498,835 |
|
(54,888) |
|
|
|
|
| Cash and cash equivalents, restricted cash and short-term deposits at the beginning of the year |
716,582 |
|
771,470 |
|
|
|
|
| Cash and cash equivalents, restricted cash and short-term deposits at the end of the year |
1,215,417 |
|
716,582 |
|
|
|
|
Operating activities
Our primary source of cash is generated from the operations of FLNG Hilli and FLNG Gimi. We also generate cash flows from vessel management services and FSRU O&M contracts. Cash used in operating activities primarily relates to crew expenses, repairs and maintenance, spares, stores and consumables, and insurance. Additional operating cash outflows include employee compensation and benefits, audit and accounting fees, legal expenses, general corporate overhead, and project development costs for both existing and prospective FLNG business growth initiatives.
Net cash provided by operating activities increased by $152.7 million in 2025 compared to 2024. This increase was principally driven by a $61.9 million net increase in pre-COD cash flows from FLNG Gimi, reflecting $126.4 million of receipts from bp in 2025 compared to net receipts of $64.5 million in 2024 (comprising $99.5 million of pre-COD receipts from bp partially offset by $35.0 million in liquidated damages we paid bp). The increase further reflects cash receipts from FLNG Gimi’s operating revenues following the commencement of operations in June 2025. These positive contributions were partially offset by lower realized gains on oil and gas derivative instruments for FLNG Hilli compared to 2024, primarily due to the maturity of TTF swaps on December 31, 2024, with no new swaps entered into thereafter.
Investing activities
Cash used in investing activities primarily reflects expenditures related to FLNG conversion projects, loans to related parties, and the acquisition of investments. Conversely, cash provided by investing activities is mainly comprised of proceeds from equity subscriptions, disposals of equity method investments and long-lived assets, as well as repayments of loans by related parties.
Net cash used in investing activities increased by $396.2 million in 2025 compared to 2024, primarily driven by higher capital expenditures of $506.9 million related to our FLNG projects, including the FLNG Gimi conversion prior to COD in June 2025, the MKII FLNG conversion, and the redeployment of FLNG Hilli refurbishment project. We also contributed $30.1 million to our equity method investment in SESA. These increases were partially offset by lower vessel acquisition spend, as $62.2 million was incurred in 2024 to acquire Fuji LNG as the donor vessel for the MKII conversion, with no comparable expenditure in 2025. In addition, we received $63.1 million in proceeds from the disposal of our investment in Avenir and the Golar Arctic in 2025 and $24.2 million lower proceeds from the non-controlling interest’s equity subscription in Gimi MS Corporation following the recent COD of FLNG Gimi.
Financing activities
Cash provided by financing activities primarily consists of proceeds from short-term and long-term debt issuances. Conversely, cash used in financing activities mainly reflects repayments of debt, dividend payments, financing costs, and repurchases of our common shares.
Net cash provided by financing activities increased by $797.3 million in 2025 compared to 2024, primarily driven by higher net proceeds from debt financing transactions during the year. In 2025, we generated $1,058 million in net proceeds from new debt issuances, including the 2025 Convertible Bonds, the 2025 Senior Unsecured Notes, and the $1.2 billion new Gimi debt facility, after giving effect to scheduled debt repayments, repayment of the outstanding principal balance under the refinanced $700 million Gimi debt facility, and financing costs paid.
The higher cash inflows in 2025 were partially offset by a $190.5 million increase in dividends paid to both Golar shareholders and the Gimi MS Corporation non-controlling interest, a $129.9 million increase in opportunistic repurchases of our common shares pursuant to our share buyback program, and $59.9 million lower cash outflows related to the acquisition of the non-controlling interests in Hilli LLC, which occurred in 2024 with no comparable transaction in 2025.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 27, 2025, Item 5 Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Cash Flows, for the management discussion and analysis of the operating results for 2024 compared to 2023.
Borrowing Activities
As of December 31, 2025, we were in compliance with all our covenants under our various loan agreements.
See note 19 “Debt” in our consolidated financial statements included herein for additional information on our borrowing activities.
Derivatives
During the year ended December 31, 2025, we use financial instruments to reduce the risk associated with fluctuations in interest rates.
In November 2025, we entered into new interest rate swap agreements to hedge $600 million of the $1.2 billion floating rate debt at a rate of SOFR plus 3.43%.
See note 25 “Financial Instruments” in our consolidated financial statements included herein for additional information.
Contractual Obligations
The following table sets forth our contractual obligations for the periods indicated as at December 31, 2025:
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|
|
|
|
| (in millions of $) |
Total
Obligation |
|
Due in 2026 |
|
Due in 2027 – 2028 |
|
Due in 2029 – 2030 |
|
Due Thereafter |
| Financing |
|
|
|
|
|
|
|
|
|
Gross Golar long-term and short-term debt(1) |
2,575.0 |
|
|
75.0 |
|
|
150.0 |
|
|
1,525.0 |
|
|
825.0 |
|
Lessor VIE's sale and leaseback obligations(1) |
230.0 |
|
|
230.0 |
|
|
— |
|
|
— |
|
|
— |
|
Interest commitments on long-term debt and other interest rate swaps(2) |
772.5 |
|
|
157.6 |
|
|
278.7 |
|
|
240.8 |
|
|
95.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure commitments(3) |
|
|
|
|
|
|
|
|
|
FLNG Gimi |
9.6 |
|
|
9.6 |
|
|
— |
|
|
— |
|
|
— |
|
| MKII FLNG |
1,183.5 |
|
|
416.8 |
|
|
600.4 |
|
|
166.3 |
|
|
— |
|
FLNG Hilli redeployment |
319.0 |
|
|
184.3 |
|
|
134.7 |
|
|
— |
|
|
— |
|
| SESA capital contributions |
66.6 |
|
|
53.2 |
|
|
13.4 |
|
|
— |
|
|
— |
|
| Total |
5,156.2 |
|
|
1,126.5 |
|
|
1,177.2 |
|
|
1,932.1 |
|
|
920.4 |
|
(1)The obligations under long-term and short-term debt above are presented gross of deferred financing costs and exclude accrued interest. Refer to note 19 of our audited consolidated financial statements included herein for additional information.
(2)Our interest commitment on our long-term debt is calculated based on assumed SOFR rates of between 3.11% to 4.08% and takes into account our various margin rates and interest rate swaps associated with each financing arrangement.
(3)This excludes our outstanding committed funding to Macaw Energies amounting to $1.0 million.
C. Research and Development, Patents and Licenses
Not applicable.
D. Trend Information
Other than as described elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operation results or financial condition.
See the sections of this Item 5 entitled “Factors Affecting Our Future Results of Operations and Financial Condition” and “A. Operating Results” included herein for additional information.
E. Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Our significant accounting policies are summarized in note 2 to the consolidated financial statements included herein. The estimates discussed below involve a significant degree of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of our operations.
Valuation of FLNG Gimi and sales-type lease accounting of the LOA
Description: The accounting for the LOA for FLNG Gimi represents a critical accounting estimate due to the magnitude of the asset, the 20-year contract term, the complexity of the contractual pricing structure, and the limited availability of observable market data for comparable FLNG transactions.
We determined that the LOA contains both lease and non-lease components. The lease component conveys to the customer the right to control the use of the identified FLNG asset over the contract term, while the non-lease components primarily relate to O&M services. Upon COD on June 12, 2025, we derecognized the $1,823.7 million (note 16) carrying value of FLNG Gimi previously recorded as an asset under development and recognized a net investment in a sales-type lease of $1,767.5 million, together with a gain of $30.0 million.
Judgments and estimates: The accounting required significant judgment in:
•concluding that the arrangement contains a lease and determining lease classification;
•identifying and separating lease and non-lease components;
•allocating total consideration between lease and non-lease components based on relative standalone selling prices;
•determining the fair value of the underlying asset at lease commencement;
•determining the rate implicit in the lease; and
•estimating the fair value of the unguaranteed residual value at the end of the 20-year lease term.
Lease classification required assessing whether the present value of lease payments, together with the estimated residual value, represents substantially all of the fair value of the underlying asset and whether the lease term represents a major part of the asset’s remaining economic life.
The fair value of FLNG Gimi at lease commencement was estimated at approximately $1,854 million. Given the absence of an active market for comparable FLNG vessels, fair value was determined using a cost-based valuation methodology reflecting the specialized and long-lived nature of the asset. This approach incorporates construction and conversion costs, estimates of economic useful life, and assumptions a market participant would make regarding required returns and potential asset obsolescence. Because these assumptions are not directly observable and require significant judgment, changes in these inputs could materially affect the estimated fair value and the related gain recognized at lease commencement.
Management allocated consideration between lease and non-lease components based on an estimate of their relative standalone selling prices at lease commencement. Observable standalone selling prices for comparable FLNG arrangements are limited; therefore, the allocation required the use of valuation methodologies and significant judgment. Changes in the allocation of consideration could affect the amount attributed to the lease component and the gain recognized at commencement.
The estimate of the unguaranteed residual value at the end of the 20-year lease term required significant judgment due to the long-term nature of the arrangement and the limited availability of observable market data for comparable assets. In developing this estimate, management considered expected future market conditions, remaining economic useful life, and the anticipated condition and marketability of the asset at the end of the lease term. Changes in these assumptions could materially affect the residual value estimate and lease classification.
Effect if actual results differ from assumptions: The initial measurement of the net investment in the lease and the gain recognized at commencement are sensitive to assumptions regarding lease cash flows, the fair value of the underlying asset, the allocation of consideration between lease and non-lease components, the rate implicit in the lease, and the estimated residual value. Material changes in these assumptions could affect:
•lease classification;
•the amount of gain recognized at commencement;
•the carrying amount of the net investment in the lease; and
•the timing and amount of interest income recognized over the lease term.
Accordingly, changes in underlying assumptions could materially impact our results of operations and financial position in future periods.
Recently Issued Accounting Standards
See Item 18. Financial Statements: note 3 “Recently Issued Accounting Standards”.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Directors
The following provides information about each of our directors as of the date of this annual report.
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| Name |
|
Age |
|
Position |
| Tor Olav Trøim |
|
63 |
|
Chairman of our Board, Director and Nomination Committee member |
| Benoît de la Fouchardière |
|
53 |
|
Director and Compensation Committee member |
| Carl Steen |
|
75 |
|
Director, Compensation Committee Chairperson, Nomination Committee member and Audit Committee member |
| Daniel Rabun |
|
71 |
|
Director, Audit Committee member, Compensation Committee member and Nomination Committee member |
| Lori Wheeler Naess |
|
55 |
|
Director and Audit Committee Chairperson |
| Mi Hong Yoon |
|
55 |
|
Director and Company Secretary |
| Niels Stolt-Nielsen |
|
61 |
|
Director and Compensation Committee member |
| Stephen Schaefer |
|
62 |
|
Director |
Tor Olav Trøim has served as a director of the Company since September 2011 and was appointed as the Chairman of the Board in September 2017. Mr. Trøim is the founder and sole shareholder of Magni Partners. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr. Trøim has over 30 years of experience in energy related industries serving in various positions. Before founding Magni Partners in 2014, he served as a director of Seatankers Management Co. Ltd., from 1995 to September 2014 and was the Chief Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. During his tenure with Seatankers, Mr. Troim also held executive positions in affiliated companies. This included serving as CEO of Seadrill Ltd., Frontline Ltd., and Ship Finance Ltd. Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985. His other directorships and management positions include Magni Partners (Bermuda) Limited (Founding Partner), Stolt-Nielsen Limited (Director), Magni Sports AS (Director) and Borr Drilling Limited (Director).
Benoît de la Fouchardière was appointed as a director of Golar in May 2025. He served as Chief Executive Officer of Dixstone, a Netherlands-based shipyard and engineering services affiliate of the Perenco Group until September 30, 2025. Prior to his role at Dixstone, Mr. de la Fouchardière held various senior leadership positions within the Perenco Group, a leading independent European oil and gas company and a current shareholder and customer of the Company. He served as CEO of Perenco from 2016 to March 2024, following nearly two decades in operational roles across major oil basins worldwide. Mr. de la Fouchardière currently holds non-executive director roles within the Perenco Group and serves as a Board Member of the African Energy Chamber. He holds engineering degrees from Grenoble Institute of Technology – École Nationale Supérieure de l’Énergie, l’Eau et l’Environnement (Ense³) and IFP School (Institut Français du Pétrole) in France.
Carl Steen was appointed to the Board of Directors in February 2015. He currently serves as Chair of the Compensation Committee and is also a member of both the Audit and Nomination Committees. Mr. Steen previously served as a director of Golar LNG Partners LP from August 2012 until its merger with New Fortress Energy. His career includes senior leadership positions across several high-profile companies, including in his role as Head of the Shipping, Oil Services & International Division at Nordea Bank, from January 2001 to February 2011. Mr. Steen holds directorship positions in various Norwegian and international companies, including Himalaya Shipping Ltd, Wilh Wilhelmsen Holding ASA (Chairman), Bartel O. Steen Holding AS and CMB Tech NV. Mr. Steen holds a Master of Science in Industrial and Management Engineering from ETH Zurich, Switzerland.
Daniel Rabun served as Chairman of our Board from 2015 to 2017 and has served as a non-executive Director since 2017. Mr. Rabun also serves on our Audit Committee, Compensation Committee and Nomination Committee (Chair). Mr. Rabun joined Ensco plc in March 2006 as President and as a member of the Board of Directors. He was appointed to serve as Ensco plc’s Chief Executive Officer in January 2007 and was elected Chairman of the Board of Directors in May 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in May 2014 and as Chairman in May 2015. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. He served as a non-executive Chairman and director of ChampionX Corporation from 2018 until its sale to SLB in July 2025. He also served as a non-executive director of APA Corporation (formerly known as Apache Corporation) from May 2015 to May 2024, where he was a member of the Corporate Responsibility, Governance and Nominating Committee and the Audit Committee. He has been a U.S. Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree from Southern Methodist University. Mr. Rabun has served as a non-executive Director and a member of the Compensation Committee of Borr Drilling Limited since 2023 and appointed Lead Independent Director in September 2025. Since October 2024, he has also served as non-executive Chairman of HMH Holding Inc.
Lori Wheeler Naess has served as a non-executive director and Audit Committee Chairperson since 2016 and is also a Chairperson of Golar’s Safety, Environment and Ethics Committee. Ms. Naess is a VP of Financial Accounting at Cognite Holding AS, serves on the Board, Corporate Governance Committee, Nominating Committee, and Audit Committee of Opera Limited, a U.S.-listed company. Since 2024, she has served as a non-executive board member and Audit Committee Chairperson of 2020 Bulkers Ltd. Ms. Naess was a director at PricewaterhouseCoopers in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012, she was a Senior Advisor for the Financial Supervisory Authority in Norway and prior to that she held various roles within PricewaterhouseCoopers in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive).
Mi Hong Yoon has served as a Director since May 2025 and as our Company Secretary since March 2022. Ms. Yoon has also served as Managing Director of Golar Management (Bermuda) Limited since March 2022. Prior to this role, Ms. Yoon was the Chief Legal, Regulatory and Compliance Officer at Digicel from March 2019 to February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. She brings extensive international legal and regulatory, corporate governance and compliance experience. Ms. Yoon holds a Bachelor of Laws (LLB) from the University of New South Wales and a Master of Laws (LLM) in International Economic Law from the Chinese University of Hong Kong. She is a member of the Institute of Directors and has held various director and company secretary positions, including Cool Company Ltd. Her current directorships and management roles include serving as Director and Company Secretary of Borr Drilling Limited, Himalaya Shipping Ltd, and Bruton Limited, and serving as Company Secretary of 2020 Bulkers Ltd.
Niels Stolt-Nielsen has served as a director since September 2015 and serves on the Compensation Committee. He is also the Chairman of Stolt-Nielsen Limited, which includes world-leading business in global bulk-liquid and chemical logistics, an innovative business in land-based aquaculture and a number of LNG joint ventures and investments. He brings with him extensive shipping, logistical and strategic leadership experience.
Stephen Schaefer was appointed as a director in August 2025. Mr. Schaefer brings extensive experience in the natural gas and electricity markets, having been actively involved in the sector since 1993. Mr. Schaefer currently serves as Chairman of the Board of Talen Energy Corporation, as a member of the Board of Directors for GenOn Energy and as a Senior Advisor of EverGen Power LLC. His previous roles include Chairman of GenOn Energy and Texgen Power LLC and as a member of the Board of Directors for Homer City Holdings LLC, Element Markets LLC, Just Energy and Alpine Summit Energy Partners. Prior to retiring in 2015, he was a Partner with Riverstone Holdings, a private equity firm focused on energy investing. Previously, Mr. Schaefer was a Managing Director with Huron Consulting Group, where he founded and headed its Energy Practice. From 1998 to 2003 Mr. Schaefer was Managing Director and Vice President of Duke Energy North America, responsible for mergers and acquisitions. Mr. Schaefer is a Chartered Financial Analyst and holds a B.S., magna cum laude, in Finance and Accounting from Northeastern University.
Executive Officers
The following provides information about each of our executive officers as of the date of this annual report:
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| Name |
|
Age |
|
Position |
| Karl Fredrik Staubo |
|
39 |
|
Chief Executive Officer – Golar Management AS |
| Eduardo Maranhão |
|
42 |
|
Chief Financial Officer – Golar Management Ltd |
|
|
|
|
|
| Ragnar Nes |
|
58 |
|
Chief Operating Officer – Golar Management AS |
|
|
|
|
|
Morten Skjong |
|
40 |
|
Chief Technical Officer – Golar Management AS |
| Federico Petersen |
|
56 |
|
Chief Commercial Officer – Golar Management Ltd |
| Dexter Chan |
|
45 |
|
Chief Accounting Officer – Golar Management Ltd |
Karl Fredrik Staubo was appointed Chief Executive Officer in May 2021. Prior to this role he served as the Company's Chief Financial Officer from September 2020 and as Chief Executive Officer of Golar LNG Partners LP from May 2020 to April 2021. Before joining Golar, Mr. Staubo spent 10 years advising and investing in Shipping, Energy and Infrastructure companies through his roles at Magni Partners Ltd. (2018-2020) and Clarksons Platou Securities (2010-2018). During his time with Magni Partners, Mr. Staubo also worked as an advisor to the Golar Group. At Clarksons Platou Securities he worked in the Corporate Finance division, including serving as Head of Shipping, Investment Banking from 2015 to 2018. He has an MA (Business Studies and Economics) from the University of Edinburgh.
Eduardo Maranhão has served as Chief Financial Officer since May 2021. Prior to assuming this position Mr Maranhão served as CFO of former affiliate company Hygo Energy Transition Ltd. He has also held senior leadership positions including served as both CEO and as a director of Centrais Electricas de Sergipe S.A, and as a partner at Magni Partners. Mr. Maranhão brings extensive experience in international energy projects and infrastructure financing having worked at different financial institutions including Lakeshore Partners, Santander, Credit Agricole, Banco Votorantim and Citibank. He holds a Bachelor of Business Administration from Universidade de Pernambuco in Brazil and has completed a Management Acceleration Programme at INSEAD in France.
Ragnar Nes joined Golar in November 2017 and was appointed Chief Operating Officer (COO) in April 2022 after having served as Head of FLNG since March 2018. Before joining Golar, Mr. Nes served as Operations Manager and Asset Manager for FPSO in Fred Olsen, Yinson and BW Offshore for 10 years. Prior to joining offshore oil and gas, Mr. Nes held various positions in ship management for Odfjell and Wilhelmsen. Mr. Nes has also worked with DNV and started his career at sea as an electrician onboard submarines in the Royal Norwegian Navy. He has an MSc degree in Electrical Engineering from the Norwegian University of Science and Technology (NTNU) in Trondheim.
Morten Skjong was appointed Chief Technical Officer in December 2024. He has held various roles since he joined Golar in 2016, most recently serving as Project Manager for the MK II FLNG project. For several years he has also managed front end business development opportunities and was part of the project management team of the FLNG Gimi project. Mr. Skjong joined Golar from Safetec Nordic AS, where he advised to energy companies on safety and risk management frameworks, and process safety. He holds an MSc degree in Industrial Mathematics from the Norwegian University of Science Technology in Trondheim, Norway.
Federico Petersen joined Golar as Chief Commercial Officer on April 2024. Prior to this, he was a member of the Executive Management Team of VTTI, one of the largest liquid bulk storage operators worldwide, where he served as Global Head of Business Development. Before that, Mr. Petersen spent 18 years in senior M&A and Business Development positions at Schlumberger, Equinor, BG Group and Wintershall, where he led, originated and executed asset and corporate transactions in the global energy sector including upstream, storage, LNG and, power generation businesses. He began his career as an actuary with PwC in Argentina. Mr. Petersen holds a BSc Actuarial Science from Universidad de Buenos Aires and an MBA from London Business School.
Dexter Chan has served as Chief Accounting Officer since July 2022. Prior to his appointment, Mr. Chan held various accounting positions at Golar LNG Limited and Golar LNG Partners LP between 2015 and 2022. Before joining Golar, he served in a financial strategy role at BBDO EMEA Limited from 2012 to 2015, and was a member of the Audit and Assurance Services teams at Ernst & Young LLP from 2005 to 2012 and KPMG Philippines from 2002 to 2005. Mr. Chan is a Certified Public Accountant and holds a Bachelor of Science in Accountancy from the University of San Carlos, in the Philippines.
B. Compensation
For the year ended December 31, 2025, we paid our directors and executive officers aggregate cash compensation (including bonus) of $5.6 million and an aggregate amount of $0.2 million for pension and retirement benefits. During the year ended December 31, 2025, we awarded our executive officers 28,137 restricted stock units which vest in equal increments over three years from respective award date or grant date. We also awarded our directors 23,412 fully vested stock awards during the year ended December 31, 2025. For a description of our share based payment plan please refer to the section of this item entitled
“E. Share Ownership - Share Based Payment Plan” below.
We recognized $8.3 million share based compensation expense issued to certain of our directors and executive officers. See note 24 “Share Capital and Share Based Compensation” of our consolidated financial statements included herein.
C. Board Practices
Our directors do not have service contracts with us and do not receive any benefits upon termination of their directorships. Our board of directors established an Audit Committee in July 2005, which is responsible for overseeing the quality and integrity of our external financial reporting, appointment, compensation and oversight of our external auditors and oversees our management assessment of internal controls and procedures, as more fully set forth in its written charter, which has been adopted by the board. Our Audit Committee consists of three independent directors, Lori Wheeler Naess, Daniel Rabun and Carl Steen, in compliance with SEC Rule 10A-3. In addition, the board of directors also has a Compensation Committee and a Nomination Committee, details of which are further described in “Item 16G. Corporate Governance”.
Our board of directors is elected annually at the annual general meeting of shareholder and hold office until the next annual general meeting following his or her election or until his or her successor is elected. Officers are appointed from time to time by our board of directors and hold office until a successor is elected.
As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. listed companies. Please see the section of this Annual Report entitled “Item 16G. Corporate Governance” for a discussion of how our corporate governance practices differ from those required of U.S. companies listed on the Nasdaq.
D. Employees
As of December 31, 2025, we employed approximately 220 employees and consultants situated in Bermuda, Croatia, UK, Norway, Brazil, offshore Cameroon, and offshore Mauritania and Senegal. In addition, approximately 80 consultants were situated at the CIMC’s shipyard in China in connection with the MKII conversion. As of December 31, 2025, we also employed approximately 280 seafaring employees for the vessels that we own.
As of December 31, 2024 and 2023, we employed approximately 200 employees and consultants in similar locations and approximately 274 and 270 seafaring employees, respectively.
E. Share Ownership
The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 16, 2026. Also shown are their interests in our various share based payment schemes. The subscription price for the share options granted under the scheme will normally be reduced by the amount of all dividends declared by us in the period from the grant date until the date the option is exercised.
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|
Director or Officer
|
Beneficial Ownership in
Common Shares |
Share Options |
Restricted Stock Units |
| |
Number of shares |
% |
Number of
options |
Exercise price |
Expiry date |
Number of RSUs (unvested) |
Vesting Date |
| Tor Olav Trøim |
3,097,687 |
3.05% |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Benoît de la Fouchardière |
* |
* |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Carl Steen |
* |
* |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Daniel Rabun |
* |
* |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Lori Wheeler Naess |
* |
* |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Mi Hong Yoon |
* |
* |
— |
N/A |
N/A |
1,503 |
March-27 |
|
|
|
|
|
|
909 |
March-28 |
|
|
|
|
|
|
424 |
March-29 |
|
|
|
|
|
|
|
|
| Niels Stolt-Nielsen |
2,741,470 |
2.70% |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
| Stephen Schaefer |
* |
* |
— |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
|
|
|
|
Karl Fredrik Staubo |
* |
* |
200,000 |
$18.70 |
March 10, 2027 |
17,885 |
March-27 |
|
|
|
450,000 |
$32.50 |
November 15, 2030 |
9,084 |
March-28 |
|
|
|
50,000 |
$38.60 |
January 20, 2031 |
5,031 |
March-29 |
|
|
|
|
|
|
|
|
| Eduardo Maranhão |
* |
* |
200,000 |
$32.50 |
November 15, 2030 |
9,225 |
March-27 |
|
|
|
35,000 |
$38.60 |
January 20, 2031 |
4,901 |
March-28 |
|
|
|
|
|
|
2,374 |
March-29 |
|
|
|
|
|
|
|
|
| Ragnar Nes |
* |
* |
33,333 |
$32.50 |
November 15, 2030 |
2,270 |
March-27 |
|
|
|
35,000 |
$38.60 |
January 20, 2031 |
1,262 |
March-28 |
|
|
|
|
|
|
705 |
March-29 |
|
|
|
|
|
|
|
|
| Morten Skjong |
* |
* |
60,000 |
$32.50 |
November 15, 2030 |
2,463 |
March-27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director or Officer
|
Beneficial Ownership in
Common Shares |
Share Options |
Restricted Stock Units |
| |
Number of shares |
% |
Number of
options |
Exercise price |
Expiry date |
Number of RSUs (unvested) |
Vesting Date |
|
|
|
35,000 |
$38.60 |
January 20, 2031 |
1,226 |
March-28 |
|
|
|
|
|
|
705 |
March-29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Federico Petersen |
* |
* |
50,000 |
$22.13 |
April 01, 2028 |
540 |
March-27 |
|
|
|
50,000 |
$32.50 |
November 15, 2030 |
540 |
March-28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dexter Chan |
* |
* |
30,000 |
$32.50 |
November 15, 2030 |
2,454 |
March-27 |
|
|
|
20,000 |
$38.60 |
January 20, 2031 |
1,444 |
March-28 |
|
|
|
|
|
|
751 |
March-29 |
* Less than 1%.
(1) Included within this balance are 3,050,000 common shares which are owned by Drew Holdings Limited, a company controlled by Tor Olav Trøim.
(2) Included within this balance are 2,672,695 common shares which are owned by Stolt-Nielsen Ltd, a company associated to Niels Stolt-Nielsen.
Our directors and executive officers have the same voting rights as all other holders of our common shares.
Share Based Payment Plan
Our Long Term Incentive Plan (the “LTIP”) was adopted by our board of directors, effective as of October 24, 2017. In August 2024, our board approved the first amendment to the LTIP. Under this amendment, the maximum aggregate number of common shares that may be delivered pursuant to any and all awards under the LTIP was increased from 3.0 million to 6.0 million, subject to adjustment due to recapitalization or reorganization as provided under the LTIP.
The purpose of the LTIP is primarily to provide a means through which we may attract, retain and motivate qualified persons as employees, directors and consultants. The LTIP provides for the grant of options and other awards as determined by the board of directors in its sole discretion.
As of March 16, 2026, 1.6 million of our authorized and unissued common shares were reserved for issuance as grants under our LTIP. For further detail on share options and restricted stock units please see note 24 “Share Capital and Share Based Compensation” of our consolidated financial statements included herein.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major shareholders
The following table presents certain information as of March 16, 2026 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares:
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Shares |
| Owner |
|
Number |
Percent(3) |
Naria Inc (1) |
|
10,284,166 |
10.12% |
Rubric Capital Management LP (2) |
|
8,975,149 |
8.83% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Information derived from Schedule 13D of Naria Inc filed with the Commission on August 15, 2025.
(2) Information derived from Schedule 13G of Rubric Capital Management LP filed with the Commission on May 14, 2025.
(3) Based on a total of 101,589,268 issued and outstanding common shares as of March 16, 2026.
Our major shareholders have the same voting rights as all of our other common shareholders. To our knowledge, no corporation or foreign government owns more than 50% of our issued and outstanding common shares. In 2025, Millennium Management LLC and Morgan Stanley reduced their holdings by approximately 5.20% and 5.14%, respectively, resulting in ownership of approximately 0.1% and 2.5% of our outstanding common shares. We are not aware of any arrangements, the operation of which may, at a subsequent date, result in a change of control.
As of March 16, 2026, we had five common shareholders of record located in the United States. One of those shareholders was CEDE & CO., a nominee of The Depository Trust Company, which held in aggregate 101,584,514 common shares, representing 99.99% of our outstanding common shares. We believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in the United Sates and non-U.S. beneficial owners.
B. Related party transactions
There are no provisions in our Memorandum of Association or Bye-Laws regarding related party transactions. The Bermuda Companies Act of 1981 provides that a company, or one of its subsidiaries, may enter into a contract with an officer of the company, or an entity in which an officer has a material interest, if the officer notifies the directors of his or her interest in the contract or proposed contract.
The related party transactions that we were party to between January 1, 2025 and December 31, 2025 are described in note 26 “Related Party Transactions” of our consolidated financial statements included herein.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Financial Statements and Other Financial Information
See “Item 18. Financial Statements”
Legal proceedings and claims
We may, from time to time, be involved in various legal proceedings, claims, lawsuits and complaints that arise in the ordinary course of business. We will recognize a contingent liability in our consolidated financial statements if the contingency has occurred at the date of the financial statements, where we believe that the likelihood of a loss was probable and the amounts can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the lower amount within the range. A contingent gain is only recognized when the amount is considered realized or realizable. Legal costs are expensed as incurred.
Dividend distribution policy
Our long-term objective is to pay a regular dividend in support of our main objective to provide significant returns to shareholders. The level of our dividends will be guided by current earnings, market prospects, capital expenditure requirements and investment opportunities.
Any future dividends declared will be at the discretion of our board of directors and will depend upon our financial condition, earnings and other factors, such as any restrictions in our financing arrangements. Our ability to declare dividends is also regulated by Bermuda law, which prohibits us from paying dividends if, at the time of distribution, we will not be able to pay our liabilities as they fall due or the value of our assets is less than the sum of our liabilities, issued share capital and share premium.
In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and equity method investments through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and equity method investments distributing to us their earnings and cash flows. Some of our loan agreements limit or prohibit our ability to make distributions without the consent of our lenders.
After the reinstatement of our quarterly dividend in 2023 of $0.25 per share, our board of directors declared quarterly dividends in May 2023, August 2023, and November 2023 in the aggregate amount of $79.4 million.
During the year ended December 31, 2024, our board of directors declared quarterly dividends in February 2024, May 2024, August 2024 and November 2024 of an aggregate amount of $104.1 million.
During the year ended December 31, 2025, our board of directors declared quarterly dividends in February 2025, May 2025, August 2025 and November 2025 of an aggregate amount of $103.3 million.
B. Significant Changes
Significant changes since the date of our consolidated financial statements are discussed on Item 5. “Operating and Financial Review and Prospects” and further disclosed in note 28 “Subsequent Events” of our consolidated financial statements included herein.
ITEM 9. THE OFFER AND LISTING
A. Offer and listing details
Not applicable.
C. Markets
Our common shares have traded on the Nasdaq since December 12, 2002, under the symbol “GLNG”.
In March 2025, we listed our 2024 Unsecured Bonds on the Oslo Børs, trading under the International Securities Identification Number NO0013331223.
In November 2025, we listed our $500.0 million Senior Unsecured Notes on The International Stock Exchange (“TISE”), trading under ISIN US38046YAE14 (Rule 144A) and ISIN USG4023LAD31 (Regulation S).
ITEM 10. ADDITIONAL INFORMATION
This section summarizes our share capital and the material provisions of our Memorandum of Association and Bye-Laws, including rights of holders of our common shares. The description is only a summary and does not describe everything that our Memorandum of Association and Bye-laws contain. Our Memorandum of Association and the Bye-Laws have previously been filed as Exhibits 1.1 and 1.2, respectively, to our Registration Statement on Form 20-F (File No. 000-50113), filed with the Commission on November 27, 2002, and are hereby incorporated by reference into this Annual Report.
At our 2013 Annual General Meeting, our shareholders voted to amend our Bye-laws to ensure conformity with revisions to the Bermuda Companies Act of 1981, as amended. We adopted these amended Bye-laws of the Company on September 20, 2013, and they were filed with the Commission on July 1, 2014 as Exhibit 3.1, and are hereby incorporated by reference into this Annual Report (Exhibit 1.2).
At our 2020 Annual General Meeting, our shareholders voted to further amend our Bye-laws to change the quorum necessary for the transaction of the company business. We adopted these amended Bye-laws of the Company on September 24, 2020, and they were filed with the Commission on November 30, 2020, and are hereby incorporated by reference into this Annual Report (Exhibit 1.3).
A. Share capital
Not applicable.
B. Memorandum of Association and Bye-laws
The object of our business, as stated in Section 6 of our Memorandum of Association, is to engage in any lawful act or activity for which companies may be organized under the Companies Act 1981 of Bermuda, or the “Companies Act”, other than to issue insurance or re-insurance, to act as a technical advisor to any other enterprise or business or to carry on the business of a mutual fund. Our Memorandum of Association and Bye-laws do not impose any limitations on the ownership rights of our shareholders.
Shareholder Meetings. Under our Bye-laws, annual shareholder meetings will be held in accordance with the Companies Act at a time and place selected by our board of directors in Bermuda or any such other location, but not in the United Kingdom or in a Combating the Financing of Terrorism Jurisdiction. The quorum at any annual or general meeting is at least two shareholders, either present in person or represented by proxy and entitled to vote (whatever the number of shares held by them). Special meetings may be called at the discretion of the board of directors and at the request of shareholders holding at least one-tenth of all outstanding shares entitled to vote at a meeting. Annual shareholder meetings and special meetings must be called by not less than seven days’ prior written notice specifying the place, day and time of the meeting. The board of directors may fix any date as the record date for determining those shareholders eligible to receive notice of and to vote at the meeting.
The Companies Act provides that a company must have a general meeting of its shareholders in each calendar year. The Companies Act does not impose any general requirements regarding the number of voting shares which must be present or represented at a general meeting in order for the business transacted at the general meeting to be valid. The Companies Act generally leaves the quorum for shareholder meetings to the company to determine in its Bye-laws. The Companies Act specifically imposes special quorum requirements where the shareholders are being asked to approve the modification of rights attaching to a particular class of shares (33.33%) or an amalgamation or merger transaction (33.33%) unless in either case the Bye-laws provide otherwise. The Company’s Bye-laws do not provide for a quorum requirement other than at least two members being present in person or by proxy and entitled to vote (whatever the number of shares held by them).
There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.
The key powers of our shareholders include the power to alter the terms of the Company’s Memorandum of Association and to approve and thereby make effective any alterations to the Company’s Bye-laws made by the directors. Dissenting shareholders holding 20% of the Company’s shares may apply to the Court to annul or vary an alteration to the Company’s Memorandum of Association. A majority vote against an alteration to the Company’s Bye-laws made by the directors will prevent the alteration from becoming effective. Other key powers are to approve the alteration of the Company’s capital including a reduction in share capital, to approve the removal of a director, to resolve that the Company be wound up or discontinued from Bermuda to another jurisdiction or to enter into an amalgamation or winding-up. Under the Companies Act, all of the foregoing corporate actions require approval by an ordinary resolution (a simple majority of votes cast), except in the case of an amalgamation or merger transaction, which requires approval by 75% of the votes cast unless the Bye-Laws provide otherwise. The Company’s Bye-laws only require an ordinary resolution to approve an amalgamation. In addition, the Company’s Bye-laws confer express power on the board to reduce its issued share capital selectively with the authority of an ordinary resolution.
The Companies Act provides shareholders holding 10% of the Company’s voting shares the ability to request that the board of directors shall convene a meeting of shareholders to consider any business which the shareholders wish to be discussed by the shareholders including (as noted below) the removal of any director. However, the shareholders are not permitted to pass any resolutions relating to the management of the Company’s business affairs unless there is a pre-existing provision in the Company’s Bye-laws which confers such rights on the shareholders. Subject to compliance with the time limits prescribed by the Companies Act, shareholders holding 20% of the voting shares (or alternatively, 100 shareholders) may also require the directors to circulate a written statement not exceeding 1,000 words relating to any resolution or other matter proposed to be put before, or dealt with at, the annual general meeting of the Company.
Majority shareholders do not generally owe any duties to other shareholders to refrain from exercising all of the votes attached to their shares. There are no deadlines in the Companies Act relating to the time when votes must be exercised.
The Companies Act provides that a company shall not be bound to take notice of any trust or other interest in its shares. There is a presumption that all the rights attaching to shares are held by, and are exercisable by, the registered holder, by virtue of being registered as a member of the company. The company’s relationship is with the registered holder of its shares. If the registered holder of the shares holds the shares for someone else (the beneficial owner) then if the beneficial owner is entitled to the shares, the beneficial owner may give instructions to the registered holder on how to vote the shares. The Companies Act provides that the registered holder may appoint more than one proxy to attend a shareholder meeting, and consequently, where rights to shares are held in a chain, the registered holder may appoint the beneficial owner as the registered holder’s proxy.
Directors. The Companies Act provides that the directors shall be elected or appointed by the shareholders. A director may be elected by a simple majority vote of shareholders, at a meeting where more than two shareholders are present in person or by proxy and entitled to vote (whatever the number of shares held by them). There are no provisions for cumulative voting in the Companies Act or the Bye-laws, and the Company’s Bye-laws do not contain any super-majority voting requirements for general shareholder voting or director elections, although the Amended Bye-Laws require a seventy-five percent vote to vary class rights and two-thirds majority (i.e., an ‘Extraordinary Resolution’) for certain other matters. The appointment and removal of directors is covered by Bye-laws 86, 87 and 88.
There are procedures for the removal of one or more of the directors by the shareholders before the expiration of his term of office. Shareholders holding 10% or more of the voting shares of the Company may require the board of directors to convene a shareholder meeting to consider a resolution for the removal of a director. At least 14 days’ written notice of a resolution to remove a director must be given to the director affected, and that director must be permitted to speak at the shareholder meeting at which the resolution for his removal is considered by the shareholders.
The Companies Act stipulates that an undischarged bankruptcy of a director (in any country) shall prohibit that director from acting as a director, directly or indirectly, and taking part in or being concerned with the management of a company, except with leave of the court. The Company’s Bye-Law 89 is more restrictive in that it stipulates that the office of a director shall be vacated upon the happening of any of the following events (in addition to the director’s resignation or removal from office by the shareholders):
•If he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that he shall be removed from office;
•If he becomes bankrupt or compounds with his creditors;
•If he is prohibited by law from being a director; or
•If he ceases to be a director by virtue of the Companies Act.
Under the Company’s Bye-laws, the minimum number of directors comprising the board of directors at any time shall be two. The board of directors currently consists of eight directors. The quorum necessary for the transaction of business of the board may be fixed by the board and shall constitute a majority of the board, provided that a majority of directors present are neither resident or physically located in the United Kingdom or in a Combating the Financing of Terrorism Jurisdiction. The minimum and maximum number of directors comprising the board of directors from time to time shall be determined by way of an ordinary resolution of the shareholders of the Company. The shareholders may, at the annual general meeting by ordinary resolution, determine that one or more vacancies in the board of directors be deemed casual vacancies. The board of directors, so long as a quorum remains in office, shall have the power to fill such casual vacancies. Each director will hold office until the next annual general meeting or until his successor is appointed or elected. The shareholders may call a Special General Meeting for the purpose of removing a director, provided notice is served upon the concerned director 14 days prior to the meeting and he is entitled to be heard. Any vacancy created by such a removal may be filled at the meeting by the election of another person by the shareholders or in the absence of such election, by the board of directors.
Subject to the provisions of the Companies Act, a director of a company may, notwithstanding his office, be a party to or be otherwise interested in any transaction or arrangement with that company, and may act as director, officer, or employee of any party to a transaction in which the company is interested. Under our Bye-Law 92, provided an interested director declares the nature of his or her interest immediately or thereafter at a meeting of the board of directors, or by writing to the directors as required by the Companies Act, a director shall not by reason of his office be held accountable for any benefit derived from any outside office or employment. The vote of an interested director, provided he or she has complied with the provisions of the Companies Act and our Bye-Laws with regard to disclosure of his or her interest, shall be counted for purposes of determining the existence of a quorum.
The Company’s Bye-law 94 provides the board of directors with the authority to exercise all of the powers of the Company to borrow money and to mortgage or charge all or any part of our property and assets as collateral security for any debt, liability or obligation. The Company’s directors are not required to retire because of their age, and the directors are not required to be holders of the Company’s common shares. Directors serve for a one-year term, and shall serve until re-elected or until their successors are appointed at the next annual general meeting. The Company’s Bye-laws provide that no director, alternate director, officer or member of a committee, if any, resident representative, or his heirs, executors or administrators, whom we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects or defaults of any other such person or any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title to any property acquired by us, or for the insufficiency or deficiency of any security in or upon which any of our monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, alternate director, officer, committee member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee shall be indemnified against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee’s favor, or in which he is acquitted or in connection with any application under the Companies Act in which relief from liability is granted to him by the court. The Company is authorized to purchase insurance to cover any liability it may incur under the indemnification provisions of its Bye-laws. The indemnity provisions are covered by Bye-laws 138 through 146.
Dividends. Holders of common shares are entitled to receive dividend and distribution payments, pro rata based on the number of common shares held, when, as and if declared by the board of directors, in its sole discretion. Any future dividends declared will be at the discretion of the board of directors and will depend upon our financial condition, earnings and other factors.
As a Bermuda exempted company, we are subject to Bermuda law relating to the payment of dividends. We may not pay any dividends if, at the time the dividend is declared or at the time the dividend is paid, there are reasonable grounds for believing that, after giving effect to that payment;
•we will not be able to pay our liabilities as they fall due; or
•the realizable value of our assets is less than our liabilities.
In addition, since we are a holding company with no material assets, and conduct our operations through subsidiaries and our affiliates, our ability to pay any dividends to shareholders will depend on our subsidiaries’ and affiliates distributing their earnings and cash flow to us.
Share repurchases and preemptive rights. Subject to certain balance sheet restrictions, the Companies Act permits a company to purchase its own shares if it is able to do so without becoming cash flow insolvent as a result. The restrictions are that the par value of the share must be charged against the company’s issued share capital account or a company fund which is available for dividend or distribution or be paid for out of the proceeds of a fresh issue of shares. Any premium paid on the repurchase of shares must be charged to the company’s current share premium account or charged to a company fund which is available for dividend or distribution. The Companies Act does not impose any requirement that the directors shall make a general offer to all shareholders to purchase their shares pro rata to their respective shareholdings. The Company’s Bye-Laws do not contain any specific rules regarding the procedures to be followed by the Company when purchasing its own shares, and consequently the primary source of the Company’s obligations to shareholders when the Company tenders for its shares will be the rules of the listing exchanges on which the Company’s shares are listed. The Company’s power to purchase its own shares is covered by Bye-laws 9, 10 and 11.
The Companies Act does not confer any rights of pre-emption on shareholders when a company issues further shares, and no such rights of pre-emption are implied as a matter of common law. The Company’s Bye-Laws do not confer any rights of pre-emption. Bye-Law 8 specifically provides that the issuance of more shares ranking pari passu with the shares in issue shall not constitute a variation of class rights, unless the rights attached to shares in issue state that the issuance of further shares shall constitute a variation of class rights. Bye-Law 12 confers on the directors the right to dispose of any number of unissued shares forming part of the authorized share capital of the Company without any requirement for shareholder approval. The Company’s power to issue shares is covered by Bye-laws 12, 13, 14, and 15.
Liquidation. In the event of our liquidation, dissolution or winding-up, the holders of common shares are entitled to share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.
C. Material contracts
The following is a list of each material contract, other than material contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual Report.
1.Bermuda Tax Assurance, dated May 23, 2011.
2.Memorandum of Agreement, dated September 9, 2015, by and between Golar Hilli Corporation and Fortune Lianjiang Shipping S.A.
3.Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015.
4.Additional Clauses to the Bareboat Charter Party dated September 9, 2015 between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
5.Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015.
6.Amendment Agreement to Common Terms dated 5 July 2023, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
7.Supplemental Agreement to Amendment to Common Terms dated September 18, 2023, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
8.2017 Long-Term Incentive Plan dated October 24, 2017.
9.First amendment to the Long-Term Incentive Plan dated August 13, 2024.
10.Liquefaction Tolling Agreement, dated November 29, 2017, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
11.First Amendment to Liquefaction Tolling Agreement, dated November 15, 2019, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
12.Second Amendment to Liquefaction Tolling Agreement, dated March 23, 2021, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
13.Third Amendment to Liquefaction Tolling Agreement, dated July 22, 2021, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
14.Fourth Amendment to Liquefaction Tolling Agreement dated April 20, 2023, by and between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
15.Amendment Agreement, dated March 23, 2018, relating to the Purchase and Sale Agreement by and between Golar LNG Partners LP, Golar LNG Limited, KS Investments Pte. Ltd. and Black & Veatch International Company.
16.Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, dated July 12, 2018.
17.Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, dated as of April 15, 2021, by and among Golar LNG Limited, Golar Partners Operating LLC, KSI Investments Pte. Ltd. and Black & Veatch International Corporation.
18.Lease and Operate Agreement, dated February 26, 2019, by and between Gimi MS Corporation and BP Mauritania Investments Limited.
19.Amended and Restated Deed relating to the Lease and Operate Agreement dated February 26, 2019, by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Offshore & Marine Limited, BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated September 3, 2021.
20.Amended Deed relating to the Lease and Operate Agreement dated February 26, 2019 as amended and restated on September 3, 2021, by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Management Ltd., BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated August 3, 2024.
21.$700 million facility agreement dated October 24, 2019, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
22.First supplemental agreement to $700 million facility dated January 19, 2021, by and among Gimi MS Corporation, Golar LNG Limited, Gimi Holding Company Limited and ING Bank N.V.
23.Second supplemental agreement to $700 million facility agreement dated March 2, 2021, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
24.Third supplemental agreement to $700 million facility agreement dated February 17, 2023, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
25.Amendment to $700 million facility agreement dated July 7, 2023, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
26.Omnibus Agreement (Hygo), dated as of April 15, 2021, by and among Golar LNG Limited, certain direct and indirect subsidiaries of Golar LNG Limited party thereto and New Fortress Energy Inc.
27.$300 million unsecured Norwegian Bond dated March 11, 2022, by and between Golar LNG Limited, DNB Bank ASA, Danske Bank A/S, Pareto Securities AS and Nordea Bank Abp.
28.Amendment to $300 million unsecured Norwegian Bond dated May 25, 2023, by and between Golar LNG Limited and Nordic Trustee AS.
29.$500 million unsecured Norwegian Bond dated March 13, 2025, by and between Golar LNG Limited, DNB Bank ASA, Pareto Securities AS, Clarksons Securities AS and Fearnley Securities AS.
30.Share purchase agreement dated June 30, 2022 by and between Golar Management (Bermuda) Limited and Cool Company Ltd.
31.Share purchase agreement dated May 31, 2022 by and between Golar LNG Limited and Asset Company 11 S.R.L.
32.MK II EPC Conversion Contract dated September 17, 2024 by and between Golar MK II Corporation and Yantai CIMC Raffles Offshore Ltd.
33.FLNG Bareboat Charter Agreement dated July 4, 2024 by and between Golar Hilli Corporation and Southern Energy S.A.
34.First addendum to FLNG Bareboat Charter Agreement dated September 6, 2024 by and between Golar Hilli Corporation and Southern Energy S.A.
35.Second addendum to FLNG Bareboat Charter Agreement dated December 31, 2024 by and between Golar Hilli Corporation and Southern Energy S.A.
36.Third addendum to FLNG Bareboat Charter Agreement dated January 15, 2025 by and between Golar Hilli Corporation and Southern Energy S.A.
37.Fourth addendum to FLNG Bareboat Charter Agreement dated January 15, 2025 by and between Golar Hilli Corporation and Southern Energy S.A.
38.Fifth addendum to FLNG Bareboat Charter Agreement dated February 14, 2025 by and between Golar Hilli Corporation and Southern Energy S.A.
39.Sixth addendum to FLNG Bareboat Charter Agreement dated May 1, 2025 by and between Golar Hilli Corporation and Southern Energy S.A. and as amended on May 14, 2025 and May 23, 2025.
40.Addendum to the sixth addendum to FLNG Bareboat Charter Agreement dated September 14, 2025 by and between Golar Hilli Corporation and Southern Energy S.A.
41.Seventh addendum to FLNG Bareboat Charter Agreement dated May 1, 2025 by and between Golar Hilli Corporation and Southern Energy S.A.
42.FLNG Bareboat Charter Agreement dated May 1, 2025 by and between Golar MK II Corporation and Southern Energy S.A.
43.First addendum to FLNG Bareboat Charter Agreement dated August 6, 2025 by and between Golar MK II Corporation and Southern Energy S.A.
44.$575 million Indenture, dated June 30, 2025, between Golar LNG Limited and Citibank, N.A. as Trustee.
45.$500 million Indenture, dated October 2, 2025, between Golar LNG Limited and Citibank, N.A., London Branch as Trustee.
46.$1.2 billion facility agreement dated November 5, 2025, by and between Gimi MS Corporation, ABN AMRO Bank N.V., Oslo Branch NUF, Citibank, N.A., London Branch, DNB (UK) Ltd., Goldman Sachs Bank USA and Standard Chartered Bank (Singapore) Limited.
For a further discussion of these contracts and the related transactions, please refer to “Item 4. Information on the Company-A. History and Development of the Company,” “Item 4. Information on the Company-B. Business Overview,” “Item 5. Operating and Financial Review and Prospects A. Operating Results,” “Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees E. Share Ownership,” “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions” and “Item 10. Additional Information-E. Taxation.” Other than as discussed in this Annual Report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we or any of our subsidiaries are a party.
D. Exchange Controls
The Bermuda Monetary Authority (the “BMA”), must give permission for all issuances and transfers of securities of a Bermuda exempted company, unless the proposed transaction is exempted by the BMA’s written general permissions, pursuant to the provision of the Exchange Control Act 1972 and related regulations. We have received a general permission from the BMA to issue any unissued common shares, and for the free transferability of the common shares as long as our common shares are listed on approved stock exchanges such as Nasdaq. Our common shares may therefore be freely transferred among persons who are residents or non-residents of Bermuda.
Although we are incorporated in Bermuda, we are classified as non-resident of Bermuda for exchange control purposes by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into or out of Bermuda to pay dividends to U.S. residents who are holders of our common shares or other non-resident holders of our common shares in currency other than Bermuda Dollars.
E. Taxation
Material U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax considerations relevant to a U.S. Holder, as defined below, of our common shares. This discussion does not purport to deal with the tax consequences of owning our common shares applicable to all categories of investors, some of which (such as banks, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt or governmental organizations, tax-qualified retirement plans, insurance companies, persons holding our common shares as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction, traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes, persons liable for alternative minimum tax, entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holder of interests therein, dealers in securities or currencies, U.S. Holders whose functional currency is not the U.S. dollar, persons deemed to sell our common shares under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the "Code"), persons that acquired our common shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement,” persons subject to the “base-erosion and anti-avoidance” tax and investors that own, actually or under applicable constructive ownership rules, 10% or more (by vote or value) of our shares of common shares) may be subject to special rules. This discussion addresses U.S. Holders who hold our common shares as a capital asset (generally, property held for investment). You are encouraged to consult with, and rely solely upon, your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law with respect to the ownership of our common shares. This summary is based on the provisions of the Code, U.S. Treasury Department regulations promulgated thereunder (“Treasury Regulations”), administrative rulings, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretation, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the U.S. IRS with respect to the statements made and the positions and conclusions described in the following summary. There can be no assurance that the U.S. IRS or a court will agree with any of such statements, positions, or conclusions.
U.S. Taxation of U.S. Holders
The term “U.S. Holder” means a beneficial owner of our common shares that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created, organized, or treated as organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust, or which has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.
If a partnership (including an entity or an arrangement treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. If you are a partner in a partnership holding our common shares, you are urged to consult with, and rely solely upon, your tax advisor.
Distributions with Respect to Common Shares
Any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Dividends paid on our common shares to a U.S. Holder who is an individual, trust, or estate (a “United States Individual Holder”) generally will be treated as “qualified dividend income” that is taxable to such United States Individual Holders at preferential tax rates provided that (i) our common shares are readily tradable on an established securities market in the United States (such as the Nasdaq); (ii) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under the heading “Passive Foreign Investment Company”); and (iii) the United States Individual Holder owns the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. However, there is no assurance that any dividends paid by us will be eligible for these preferential tax rates in the hands of United States Individual Holder. Any dividends paid by us, which are not eligible for these preferential tax rates, will be taxed as ordinary income to a United States Individual Holder. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Dividends paid on our common shares generally will be income from sources outside the United States and will generally constitute “passive category income” or, in the case of certain U.S. Holders, “general category income” for U.S. foreign tax credit limitation purposes. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its common shares, on a dollar-for-dollar basis, and thereafter as a taxable capital gain.
Sale, Exchange or other Disposition of Our Common Shares
Subject to the discussion below under the heading “Passive Foreign Investment Company,” a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in the common shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in such common shares is greater than one year at the time of the sale, exchange or other disposition. Otherwise, such gain or loss will be treated as short-term capital gain or loss. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations. A U.S. Holder’s gain or loss will generally be treated (subject to certain exceptions) as gain or loss from source within the United States for U.S. foreign tax credit limitation purposes.
Passive Foreign Investment Company
Adverse U.S. federal income tax rules apply to a U.S. Holder that holds shares in a foreign corporation classified as a “passive foreign investment company” (or “PFIC”) for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder in any taxable year in which, after applying certain look-through rules, either:
•at least 75% of our gross income for such taxable year is “passive income” (e.g., dividends, interest, capital gains, and rents derived other than in the active conduct of a rental business); or
•the average percentage by value of our assets during such taxable year that produce or are held for the production of passive income is at least 50%.
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of (i) any of our subsidiary corporations in which we own 25% or more of the value of the subsidiary’s stock and (ii) any partnership in which we either own 25% or more of the equity interests (by value) or satisfy an “active partner” test and do not elect out of “look through” treatment for the partnership. To date, we and our subsidiaries have derived most of our income from the LTA for FLNG Hilli and the LOA for FLNG Gimi, as well as time and voyage charters for our legacy shipping operations. We believe this income should be treated as services income, and not as “passive income” for PFIC purposes. While there is substantial legal authority supporting our conclusions, including U.S. IRS pronouncements concerning the characterization of income derived from time charters as services income, there is also authority that characterizes such time charter income as rental income rather than services income for other tax purposes.
Based on the foregoing, we believe that we were not a PFIC with respect to our 2025 taxable year or any prior taxable year. However, the U.S. IRS or a court could disagree with our position. Because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because there is no controlling authority for determining whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for the current year or any future taxable year.
If we were a PFIC for any taxable year, U.S. Holders would face adverse U.S. tax consequences and certain information reporting requirements regardless of whether we remain a PFIC in subsequent years. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure you that the nature of our assets, income, and operations will not change, or that we can avoid being treated as a PFIC for any taxable year. Furthermore, the PFIC rules may change, which could result in us being treated as a PFIC in the future as a result of such change in law.
If we were treated as a PFIC for any taxable year, a U.S. Holder who does not make either a “mark-to-market” election or a “qualified electing fund” election (both described below) for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares) and (ii) any gain realized on the sale, exchange, or other disposition of our common shares. Under these special rules:
•the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;
•the amount allocated to the current taxable year or to any portion of the U.S. Holder’s holding period prior to the first taxable year for which we were a PFIC would be taxed as ordinary income; and
•the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
If we were treated as a PFIC for any taxable year, a U.S. Holder that owns our common shares would be required to file an annual information return with the IRS reflecting such ownership, regardless of whether a mark-to-market election or a qualified electing fund election had been made.
If we become a PFIC and, provided that, as we anticipate, our common shares are treated as “marketable stock,” a U.S. Holder may make a “mark-to-market” election with respect to our common shares, provided the U.S. Holder completes and files the applicable U.S.IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. Under this mark-to-market election, any excess of the fair market value of the common shares at the close of any tax year over the U.S. Holder’s adjusted tax basis in the common shares is included in the U.S. Holder’s income as ordinary income. In addition, the excess, if any, of the U.S. Holder’s adjusted tax basis at the close of any taxable year over the fair market value of the common shares is permitted as an ordinary loss in an amount equal to the lesser of the amount of such excess or the net “mark-to-market” amount that the U.S. Holder included in income in previous years. Gain realized on the sale, exchange, or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange, or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market amount previously included in income by the U.S. Holder. If a U.S. Holder makes a “mark-to-market” election after the beginning of its holding period of our common shares, the U.S. Holder does not avoid the PFIC rules described above with respect to the inclusion of ordinary income, and the imposition of interest thereon, attributable to periods before the election.
In some circumstances, a shareholder in a PFIC may avoid the adverse tax consequences of the PFIC rules by making a qualified electing fund election. A U.S. Holder would make a qualified electing fund election with respect to any year that we are treated as a PFIC by filing one copy of U.S. IRS Form 8621 with its U.S. federal income tax return and a second copy in accordance with the instructions to such form. However, a U.S. Holder cannot make a qualified electing fund election with respect to us unless such U.S. Holder complies with certain reporting requirements. We do not intend to provide the information necessary to meet such reporting requirements.
U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Shares
For purposes of this discussion, a beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder”. It is assumed for purposes of this section that the Non-U.S. Holder (i) is not engaged in the conduct of a United States trade or business and (ii) (a) if an individual, is not treated as a U.S. resident pursuant to the substantial presence test (generally treating a non-resident individual alien as a resident if such person is present in the United States for more than a weighted sum of 183 days during a three-year period and the non-resident alien is present for at least 31 days in the current year) and is not present in the United States for 183 days or more in the taxable year of disposition of common shares or (b) if not a natural person, has not made any election to subject itself to, or is otherwise subject to, U.S. federal income taxation on a net basis.
Subject to the discussion below regarding backup withholding and information reporting, a Non-U.S. Holder will generally not be subject to U.S. federal income tax as a result of the ownership, sale or other disposition of our common shares.
Backup Withholding and Information Reporting
In general, payments to a non-corporate U.S. Holder of distributions or proceeds of a disposition of common shares will be subject to information reporting requirements. Such payments also may be subject to “backup withholding” if the non-corporate U.S. Holder:
•fails to provide an accurate taxpayer identification number;
•is notified by the U.S.IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or
•in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on the appropriate U.S. IRS Form W-8. If a shareholder sells our common shares to or through a U.S. office or broker, the payment of the proceeds is subject to both U.S. information reporting and “backup withholding” unless the shareholder establishes an exemption. If the shareholder sells our common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to the shareholder outside the United States, then information reporting and “backup withholding” generally will not apply to that payment. However, U.S. information reporting requirements, but not “backup withholding,” will apply to a payment of sales proceeds, including a payment made to a shareholder outside the United States, if the shareholder sells the common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under “backup withholding” rules that exceed such taxpayer’s U.S. federal income tax liability by filing a refund claim with the U.S. IRS, provided that the required information is timely furnished to the U.S. IRS.
Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file U.S. IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets, our common shares, unless the common shares were held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file U.S. IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of U.S. IRS Form 8938 is required may not close until three years after the date on which U.S. IRS Form 8938 is filed. U.S. Holders (including U.S. entities) and non-U.S. Holders are encouraged to consult with, and rely solely upon, their own tax advisors regarding their reporting obligations under Section 6038D of the Code.
Bermuda Taxation
The following is a discussion of certain Bermuda tax considerations. On December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the “CIT Act”), which became effective on January 1, 2025. Entities subject to tax under the CIT Act are Bermuda resident entities and Bermuda permanent establishments that are constituent parts of multinational groups. A multinational group is defined under the CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least EUR 750 million (approximately $880 million as of December 31, 2025) for two out of the last four fiscal years. If Bermuda resident entities and Bermuda permanent establishments that are constituent parts of a multinational group are subject to tax under the CIT Act, for taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax on their net taxable income, as determined in accordance with and subject to the adjustments set out in the CIT Act (including adjustments in respect of foreign tax credits applicable to the Bermuda resident entities and Bermuda permanent establishments). Based on a number of operational, economic and regulatory assumptions with respect to the current year, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in our 2025 fiscal year or in our 2026 fiscal year.
The Minister of Finance in Bermuda has granted us a tax exempt status until March 31, 2035, under which no income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda-resident employees) are payable by us in Bermuda. While we have such tax assurance under the Exempted Undertakings Tax Protection Act 1966 (the “EUTP Act”), the CIT Act applies notwithstanding any assurance given pursuant to the EUTP Act.
We will monitor developments with respect to the administration of the CIT Act by the Bermuda authorities. To the extent our consolidated revenue is sufficient for us to be within the CIT Act thresholds in the future, we may be subject to taxation in Bermuda.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
We will file reports and other information with the Commission. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with it.
I. Subsidiary Information
Not applicable.
J. Annual report to security holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including interest rate, commodity price and foreign currency exchange risks. We enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks. Our policy is to hedge our exposure to risks, when possible, within boundaries deemed appropriate by management.
A discussion of our accounting policies for derivative financial instruments is included in note 2 “Basis of Preparation and Significant Accounting Policies” of our consolidated financial statements included herein. Further information on our exposure to various market risks arising on our financial instruments is included in note 25 “Financial Instruments” of our consolidated financial statements included herein. The following analysis provides quantitative information regarding our exposure to foreign currency exchange rate risk, interest rate risk and commodity price risk. There are certain shortcomings inherent in the sensitivity analysis presented, primarily due to the assumption that exchange rates change in a parallel fashion and that interest rates change instantaneously.
Interest rate risk. A significant portion of our long-term debt obligation is subject to adverse movements in interest rates. We enter into economic hedge agreements in order to reduce the risk associated with adverse fluctuations in interest rates. Interest rate swaps are used to convert floating rate debt obligations to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt to manage our exposure to adverse movements in interest rates. Credit exposures are monitored on a counterparty basis, with all new transactions subject to senior management approval.
As of December 31, 2025, the notional amount of interest rate swaps outstanding in respect of our debt obligation was $600.0 million, representing approximately 48.6% of our floating rate loans. The principal of our floating rate loans outstanding as of December 31, 2025 was $1.2 billion. Based on our floating rate debt at December 31, 2025, a one-percentage point increase in the floating interest rate would increase our interest expense by $6.0 million per annum.
Foreign currency risk. The majority of our transactions, assets and liabilities are denominated in U.S. Dollars, our functional currency. However, we periodically incur expenses in foreign currency exchange, including EUR, NOK, GBP, CNY, SGD, XAF and MRU, primarily related to our administrative expenses, operating expenses and capital expenditure projects. As of December 31, 2025, a 10% depreciation of the U.S. Dollar would have increased our U.S. Dollar-denominated capital expenditures and operating expenses by the following:
•Capital expenditures:
◦an increase of $3.6 million in capital expenditures related to our MKII FLNG conversion, denominated in CNY; and
◦an increase of $2.0 million and $1.0 million in capital expenditures related to the FLNG Hilli redeployment project, denominated in SGD and EUR, respectively.
•Operating expenses:
◦an increase of $3.1 million and $2.0 million in administrative expenses, denominated in NOK and GBP, respectively; and
◦an increase of $2.7 million and $0.9 million in seafaring officers’ remuneration, denominated in Euro and XAF, respectively.
Commodity price risks. The realized gain/(loss) on oil and gas derivative instruments results from monthly billings above the FLNG Hilli base tolling fee and the exercised incremental capacity increase under the LTA as amended by LTA Amendment 3 whereas the unrealized gain/(loss) on oil and gas derivative instruments results from movements in forecasted oil and natural gas prices and Euro/USD exchange rates.
Oil component: The realized gain/(loss) on oil derivative instrument represents the monthly billings above the FLNG Hilli base tolling fee of $60.00 per barrel over the annual contract term for 1.2 million tonnes of LNG. The unrealized gain/(loss) on oil derivative instrument is determined using the estimated discounted cash flows of payments due as a result of the oil price moving above the contractual floor of $60.00 per barrel over the remaining term of the LTA. We bear no downside risk to the movement of oil prices should the oil price move below $60.00. For the year ended December 31, 2025, a 10% reduction to the Brent linked crude oil price would have decreased our realized gain on FLNG Hilli’s oil derivative instrument for 2025 by $22.1 million.
Natural gas component: The realized gain/(loss) on gas derivative instrument represents the monthly billings above the contractual floor rate of $0.5652/MMBTu over the contract term for 0.2 million tonnes of LNG. The unrealized gain/(loss) on gas derivative instrument is determined using the estimated discounted cash flows of payments due as a result of the gas price moving above the contractual floor of $0.5652/MMBTu over the remaining term of the LTA. The tolling fee is linked to TTF and the Euro/USD foreign exchange movements. We bear no downside risk to the movement of natural gas prices should the TTF price move below $0.5652/MMBTu. For the year ended December 31, 2025, a 10% reduction to the TTF linked gas price and 10% depreciation of USD against the Euro exchange rates used, would have decreased our realized gain on FLNG Hilli’s gas derivative instrument for 2025 by $8.7 million.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision of our Company’s Principal Executive Officer and Principal Financial Officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, pursuant to Rule 13a-15(b) and 15d-15(b) of the Exchange Act of 1934, as of December 31, 2025. At the time our Annual Report on Form 20-F for the year ended December 31, 2025, was filed on March 26, 2026, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
(b) Management’s annual report on internal control over financial reporting
In accordance with the requirements of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, the following report is provided by management in respect of our internal control over financial reporting. As defined in the Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, internal control over financial reporting is a process designed by, or under the supervision of, our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our published consolidated financial statements for external purposes in accordance with U.S. GAAP.
In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this assessment, management has concluded and hereby reports that as of December 31, 2025, our internal control over financial reporting was effective.
The Company’s independent registered public accounting firm has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
(c) Attestation report of the registered public accounting firm
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on page F-4 of our consolidated financial statements.
(d) Changes in internal control over financial reporting
During the period covered by this Annual Report, the Company implemented Microsoft Dynamics 365, decommissioned the legacy ShipNet system and transitioned certain reporting outputs to Power BI. These changes impacted elements of the Company’s internal control over financial reporting, particularly in relation to transaction processing, system-based controls, interfaces and management reporting. Management accordingly revised and implemented additional controls to address risks arising from the new systems environment, including controls over access, segregation of duties, data migration, interfaces, and report completeness and accuracy.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Lori Wheeler Naess and Daniel Rabun each qualify as an Audit Committee financial experts and are independent, in accordance with Commission Rule 10a-3 pursuant to Section 10A of the Securities Exchange Act of 1934.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Conduct that applies to all our employees. A copy of our Code of Conduct may be found on our website www.golarlng.com. This website is provided as an inactive textual reference only. Information contained on our website does not constitute part of this annual report. We will provide any person, free of charge, a copy of our Code of Conduct upon written request to our registered office. Additionally, our Code of Conduct is included as Exhibit 11.1 of this annual report. Any waivers that are granted from any provision of our Corporate Code of Business Ethics and Conduct may be disclosed on our website within five business days following the date of such waiver.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)Audit Fees
The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by the principal accountant, Ernst & Young LLP for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements for the two most recent fiscal years.
|
|
|
|
|
|
| (in thousands of $) |
|
Fiscal year ended December 31, 2025 |
$ |
2,363 |
|
Fiscal year ended December 31, 2024 |
$ |
1,773 |
|
(b) Audit-Related Fees
The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for assurance and related services, not included under “(a) Audit Fees”, rendered by the principal accountant for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements for the two most recent fiscal years.
|
|
|
|
|
|
| (in thousands of $) |
|
Fiscal year ended December 31, 2025 |
$ |
52 |
|
Fiscal year ended December 31, 2024 |
$ |
49 |
|
(c) All Other Fees
The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by the principal accountant, other than the services reported under “(a) Audit Fees” and “(b) Audit-Related Fees.” These amounts include fees associated with the issuance of comfort letters and related procedures performed in connection with our Senior Unsecured Notes and Convertible Bond debt offerings.
|
|
|
|
|
|
| (in thousands of $) |
|
Fiscal year ended December 31, 2025 |
$ |
502 |
|
Fiscal year ended December 31, 2024 |
$ |
— |
|
(d) Audit Committee’s Pre-Approval Policies and Procedures
Our board of directors has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require our board of directors to approve the appointment of our independent auditor before such auditor is engaged and to approve each of the audit and non-audit related services to be provided by such auditor. All services provided by the principal auditor in 2025 and 2024 were approved by our board of directors pursuant to the pre-approval policy.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
In November 2025, our board of directors approved a share buyback program of up to $150 million of our common shares. During 2025, we repurchased an aggregate of 3.6 million shares for a cost of $144.1 million, all of which were cancelled, except for 18,470 of treasury shares remaining as of December 31, 2025. All repurchases were made in open market transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares purchased |
|
Average price paid per share |
|
Total number of shares purchased as part of publicly announced plan or program |
|
Maximum value of shares (in $) that may yet be purchased under the plan or program |
| June 26, 2025 to June 30, 2025 |
2,500,000 |
|
|
$ |
41.11 |
|
|
2,500,000 |
|
|
— |
|
| November 10, 2025 to November 14, 2025 |
677,517 |
|
|
$ |
38.19 |
|
|
677,517 |
|
|
124,127,607 |
|
| December 12, 2025 to December 29, 2025 |
415,993 |
|
|
$ |
37.12 |
|
|
415,993 |
|
|
108,687,352 |
|
Total |
3,593,510 |
|
|
|
|
3,593,510 |
|
|
|
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Pursuant to an exception under Nasdaq Rule 5615, or Nasdaq listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the Nasdaq’s listing standards, which are available at www.nasdaq.com. As a foreign private issuer, we are permitted to follow our home country practices in lieu of certain Nasdaq corporate governance requirements.
We are exempt from many of the Nasdaq’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with Nasdaq’s corporate governance practices and the establishment and composition of an audit committee and a formal written audit committee charter. The practices we follow in lieu of Nasdaq’s corporate governance requirements are as follows:
Independence of directors. We are exempt from certain Nasdaq requirements regarding independence of directors. Consistent with Bermuda law, our board of directors is not required to be composed of a majority of independent directors. Currently, five of the eight members of the board of directors, Daniel Rabun, Lori Wheeler Naess, Carl Steen, Niels Stolt-Nielsen, and Stephen Schaefer are independent according to Nasdaq's standards for independence. Our board of directors does not hold meetings at which only independent directors are present.
Audit Committee. Nasdaq requires, among other things, that a listed U.S. company have an audit committee consisting solely of at least three independent directors. We are exempt from certain Nasdaq requirements regarding our Audit Committee. Consistent with Bermuda law, the directors on our Audit Committee are not required to comply with certain of Nasdaq’s independence requirements for Audit Committee members, and our management is responsible for the proper and timely preparation of our annual reports, which are audited by independent auditors. However, the committee currently consists of three independent directors only, Lori Wheeler Naess, Daniel Rabun and Carl Steen, who also satisfy the requirements of SEC Rule 10A-3 and who can read and understand fundamental financial statements.
Compensation Committee. We are exempt from certain Nasdaq requirements regarding our Compensation Committee. Consistent with Bermuda law, our Compensation Committee may consist of members who are not independent directors. Three out of four members are independent directors, Carl Steen, Niels Stolt-Nielsen and Daniel Rabun. The primary responsibility of this committee is to review, approve and make recommendations to the board regarding compensation for directors and management.
Nomination Committee. We are exempt from certain Nasdaq requirements regarding our Nomination Committee. Consistent with Bermuda law, our Nomination Committee may consist of members who are not independent directors. Currently, two of the three committee members are independent directors, Carl Steen and Daniel Rabun. The primary responsibility of this committee is to select and recommend to the board, director and committee member candidates.
Share Issuance. In lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with Bermuda law and our Bye-Laws, the board of directors approves share issuances.
Proxy materials. As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq’s corporate governance rules or Bermuda law. Consistent with Bermuda law, and as provided in our amended Bye-laws, we will notify our shareholders of shareholder meetings at least seven days before such meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting.
We believe that our established corporate governance practices satisfy the Nasdaq listing standards. Further information and our corporate governance documents are available in the “Governance” section of our website at (www.golarlng.com).
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by our officers, directors, board members, employees (full and part-time), and consultants that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards. The Insider Trading Policy is included as Exhibit 11.2 to this Annual Report.
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We have established comprehensive cybersecurity risk procedures designed to identify, assess, manage, mitigate and respond to cybersecurity threats and related technological risks in a timely manner, including risks arising from the use or misuse of emerging technologies such as artificial intelligence. These procedures encompass vulnerability assessments, penetration testing, security audits, continuous monitoring activities, and annual security training which are intended to reduce the likelihood and potential impact of cybersecurity incidents while supporting compliance with applicable legal and regulatory requirements.
To further enhance our cybersecurity posture, we engage a third-party service provider to support us in identifying, assessing, managing, and mitigating risks associated with cybersecurity threats and incidents. We recognize that third-party service providers may introduce cybersecurity risks. Accordingly, we conduct risk-based due diligence prior to onboarding of third-party service providers.
The above cybersecurity risk management processes are integrated into our overall risk management program. Cybersecurity threats are understood to be dynamic and to intersect with various other enterprise risks. As such, cybersecurity is considered an integral component of our enterprise-wide risk management approach. Management is responsible for identifying risks that may impede the effectiveness of our control activities. An annual risk assessment process is in place, as necessitated by evolving business needs. Each identified risk is evaluated based on its potential impact and the likelihood of occurrence.
Our Head of IT, with more than 20 years of experience in Information Technology (“IT”), leads our efforts to manage risks related to our IT processes. This role works with the Chief Operating Officer and external experts to manage risk related to our Operating Technology. This collaborative oversight is designed to create a robust approach to safeguarding our information systems against potential threats.
Governance
The Head of IT updates the Cybersecurity Steering Committee (“CSC”) when potential risks arising from cybersecurity threats and incidents are identified. The CSC includes key executives such as the Chief Financial Officer, Chief Accounting Officer, Head of Legal and Head of Investor Relations in addition to the Head of IT. The committee is responsible for assessing the materiality of cybersecurity risks and incidents. Significant cybersecurity risks identified by the CSC are communicated to the Audit Committee, and a comprehensive report is subsequently presented to the board of directors.
As of March 16, 2026, Golar and our service providers have experienced specific cybersecurity incidents, however, no material risks arising from these incidents have been identified, that have materially affected or are reasonably likely to materially affect Golar, our business strategy, results of operations or financial condition.
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements listed below and set forth on pages F-1 through to F-68 are filed as part of this Annual Report.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
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| Number |
Description of Exhibit |
| 1.1** |
|
| 1.2** |
|
| 1.3** |
|
| 1.4** |
|
| 1.5** |
|
| 1.6** |
|
| 2.1** |
|
2.2* |
|
4.1** |
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4.2** |
|
4.3** |
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4.4** |
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| Number |
Description of Exhibit |
4.5** |
|
4.6**/++ |
|
4.7** |
|
4.8** |
|
| 4.9** |
|
4.10**/+ |
|
4.11**/++ |
|
4.12**/++ |
|
4.13**/++ |
|
4.14**/++ |
|
4.15**/+ |
|
4.16**/+ |
Amended and Restated Deed relating to the Lease and Operate Agreement dated February 26, 2019 by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Offshore & Marine Limited, BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated September 3, 2021, incorporated by reference to Exhibit 4.18 to Golar LNG Limited's Annual Report on Form 20-F for the fiscal year ended December 31, 2022. |
|
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|
|
|
|
| Number |
Description of Exhibit |
| 4.17**/++ |
Amended Deed relating to the Lease and Operate Agreement dated February 26, 2019 as amended and restated on September 3, 2021, by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Management Ltd., BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated August 3, 2024, incorporated by reference to Exhibit 4.17 of Golar LNG Limited Annual Report on Form 20-F for the fiscal year ended December 31, 2024.
|
4.18** |
|
| 4.19** |
|
| 4.20**/++ |
|
| 4.21*/++ |
|
| 4.22*/++ |
|
| 4.23*/++ |
|
| 4.24*/++ |
|
| 4.25*/++ |
|
| 4.26*/++ |
|
| 4.27*/++ |
|
| 4.28*/++ |
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|
| Number |
Description of Exhibit |
| 4.29*/++ |
|
| 4.30*/++ |
|
| 4.31*/++ |
|
| 4.32*/++ |
|
| 4.33* |
|
| 4.34* |
|
| 4.35*/++ |
|
| 8.1* |
|
11.1* |
|
11.2* |
|
| 12.1* |
|
| 12.2* |
|
| 13.1* |
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|
| Number |
Description of Exhibit |
| 13.2* |
|
| 15.1* |
|
| 97.1** |
|
_________________________
* Filed herewith.
** Incorporated by reference.
+ Certain portions have been omitted pursuant to a confidential treatment request. Omitted information have been separately filed with the Securities and Exchange Commission.
++ Certain portions have been omitted.
101. INS* XBRL Instance Document
101. SCH* XBRL Taxonomy Extension Schema
101. CAL* XBRL Taxonomy Extension Schema Calculation Linkbase
101. DEF* XBRL Taxonomy Extension Schema Definition Linkbase
101. LAB* XBRL Taxonomy Extension Schema Label Linkbase
101. PRE* XBRL Taxonomy Extension Schema Presentation Linkbase The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
SIGNATURES
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| |
Golar LNG Limited |
| |
(Registrant) |
| |
|
| Date |
March 26, 2026 |
By |
/s/ Eduardo Maranhão |
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| |
|
Eduardo Maranhão |
| |
|
Principal Financial Officer |
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|
|
GOLAR LNG LIMITED
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
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Page |
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1438) |
|
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
|
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
|
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 |
|
| NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golar LNG Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Golar LNG Limited (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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|
Initial accounting for the net investment in sales-type lease
|
Description of the matter |
|
As disclosed in Note 7 to the consolidated financial statements, during the year ended December 31, 2025, the Company entered into an agreement, which met the criteria of a sales-type lease for the FLNG Gimi (“the Gimi Lease”). Under sales-type lease accounting, the lessor recognizes a net investment in sales-type lease and derecognizes the underlying asset, with the difference recorded as a gain or loss at the lease commencement date. At the Gimi Lease commencement date, the Company recorded a total net investment of $1,767.5 million and recognized a gain of $30.0 million.
As disclosed in Note 2 to the consolidated financial statements, accounting for the Gimi Lease required management to make judgments, including determining the allocation of consideration for the Gimi Lease between lease and non-lease components and determining the fair value of the underlying FLNG Gimi at the commencement of the Gimi Lease.
Auditing management’s accounting for the Gimi Lease involved complex auditor judgment, to evaluate management’s estimate of the future cash flows and anticipated profitability associated with the non-lease component of the Gimi Lease and to assess the replacement cost assumptions used by management to determine the fair value of the FLNG Gimi at commencement of the Gimi Lease.
|
| How we addressed the matter in our audit |
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the accounting for the Gimi Lease. For example, we tested controls over management’s review of the determination of the future cash flows associated with the non-lease component and the replacement cost assumptions used in determining the fair value of the underlying FLNG Gimi.
We assessed management’s estimate of future cash flows associated with the non-lease component of the Gimi Lease, by, among other procedures, comparing to available external profitability data for similar services, recalculating management’s non-lease and lease component cash flows, and comparing the analysis to the contractual terms of the Gimi Lease. We also evaluated management’s lease accounting model, including reconciling the cash flows to the lease and non-lease component workings.
To assess the replacement cost assumptions used by management, to determine the fair value of the FLNG Gimi at commencement of the lease, we involved our valuation specialists, to independently determine an appropriate range of assumptions and compared these ranges to management’s assumptions.
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|
/s/ Ernst & Young LLP |
| We have served as the Company’s auditor since 2014. |
| London, United Kingdom |
| March 26, 2026 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golar LNG Limited
Opinion on Internal Control Over Financial Reporting
We have audited Golar LNG Limited’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Golar LNG Limited (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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| /s/ Ernst & Young LLP |
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| London, United Kingdom |
|
| March 26, 2026 |
|
|
|
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
|
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|
|
|
|
|
|
|
|
|
|
|
(in thousands of $, except per share amounts) |
Notes |
2025 |
2024 |
2023 |
Liquefaction services revenue (including related party of $123.4 million in 2025) |
7, 26 |
226,794 |
|
224,959 |
|
245,418 |
|
| Sales-type lease revenue |
7 |
91,461 |
|
— |
|
— |
|
| Vessel management fees and other revenues |
7 |
74,391 |
|
23,067 |
|
35,086 |
|
| Time and voyage charter revenues |
7 |
876 |
|
12,346 |
|
17,925 |
|
| Total operating revenues |
6, 7 |
393,522 |
|
260,372 |
|
298,429 |
|
|
|
|
|
|
Vessel operating expenses (including related party of $3.0 million in 2025) |
6, 26 |
(159,894) |
|
(121,583) |
|
(93,332) |
|
|
|
|
|
|
| Administrative expenses |
6 |
(29,594) |
|
(27,505) |
|
(33,462) |
|
Project development expenses |
6 |
(19,231) |
|
(12,341) |
|
(39,130) |
|
| Depreciation and amortization |
17 |
(49,255) |
|
(53,526) |
|
(50,294) |
|
| Impairment of long-lived assets |
17 |
— |
|
(22,933) |
|
(5,021) |
|
| Total operating expenses |
|
(257,974) |
|
(237,888) |
|
(221,239) |
|
|
|
|
|
|
Realized and unrealized (loss)/gain on oil and gas derivative instruments (including related party of $29.8 million in 2025) |
5, 6, 8, 26 |
(30,212) |
|
39,226 |
|
(84,751) |
|
Other operating (loss)/income (including related party of $2.1 million in 2025) |
6, 7, 26 |
(5,614) |
|
469 |
|
23,359 |
|
| Total other operating (loss)/income |
|
(35,826) |
|
39,695 |
|
(61,392) |
|
|
|
|
|
|
| Operating income |
|
99,722 |
|
62,179 |
|
15,798 |
|
|
|
|
|
|
| Realized and unrealized mark-to-market ("MTM") loss on our investment in listed equity securities |
|
— |
|
— |
|
(62,308) |
|
| Other non-operating income/(loss), net |
|
29,981 |
|
(7,000) |
|
9,823 |
|
| Total other non-operating income/(loss) |
9 |
29,981 |
|
(7,000) |
|
(52,485) |
|
|
|
|
|
|
| Interest income |
25, 26 |
34,577 |
|
37,350 |
|
46,061 |
|
Interest expense, net |
|
(32,925) |
|
— |
|
— |
|
| (Losses)/gains on derivative instruments, net |
10 |
(7,822) |
|
65 |
|
(7,227) |
|
| Other financial items, net |
10, 26 |
(15,578) |
|
(4,317) |
|
(900) |
|
| Net financial (loss)/income |
|
(21,748) |
|
33,098 |
|
37,934 |
|
|
|
|
|
|
| Income before taxes and net income/(loss) from equity method investments |
|
107,955 |
|
88,277 |
|
1,247 |
|
| Income tax (expense)/benefit |
11 |
(4,307) |
|
18 |
|
(1,870) |
|
| Net income/(loss) from equity method investments |
15 |
8,928 |
|
(7,502) |
|
(2,520) |
|
Net income/(loss) from continuing operations |
|
112,576 |
|
80,793 |
|
(3,143) |
|
|
|
|
|
|
| Net income from discontinued operations |
|
— |
|
— |
|
293 |
|
|
|
|
|
|
Net income/(loss) |
|
112,576 |
|
80,793 |
|
(2,850) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income attributable to non-controlling interests |
|
(46,900) |
|
(29,954) |
|
(43,943) |
|
|
|
|
|
|
Net income/(loss) attributable to stockholders of Golar LNG Limited |
|
65,676 |
|
50,839 |
|
(46,793) |
|
|
|
|
|
|
|
Earnings/(loss) per share attributable to Golar LNG Limited stockholders
Per common share amounts
|
|
|
|
Basic earnings/(loss) per share from continuing operations |
12 |
$ |
0.64 |
|
$ |
0.49 |
|
$ |
(0.44) |
|
Diluted earnings/(loss) per share from continuing operations |
12 |
$ |
0.60 |
|
$ |
0.48 |
|
$ |
(0.44) |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
2025 |
2024 |
2023 |
|
|
|
|
|
Net income/(loss) |
|
112,576 |
|
80,793 |
|
(2,850) |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
| Gains/(losses) associated with pensions, net of tax |
11, 23 |
2,379 |
|
(92) |
|
1,227 |
|
Share of equity method investment’s comprehensive income/(losses) from continuing operations (1) |
15 |
1,429 |
|
(579) |
|
(488) |
|
|
|
|
|
|
|
|
|
|
|
| Net other comprehensive income/(loss) |
|
3,808 |
|
(671) |
|
739 |
|
|
|
|
|
|
Comprehensive income/(loss) |
|
116,384 |
|
80,122 |
|
(2,111) |
|
|
|
|
|
|
Comprehensive income/(loss) attributable to: |
|
|
|
|
| Stockholders of Golar LNG Limited |
|
69,484 |
|
50,168 |
|
(46,054) |
|
| Non-controlling interests |
|
46,900 |
|
29,954 |
|
43,943 |
|
|
|
|
|
|
Comprehensive income/(loss) |
|
116,384 |
|
80,122 |
|
(2,111) |
|
|
|
|
|
|
(1) No tax impact for the years ended December 31, 2025, 2024 and 2023.
The accompanying notes are an integral part of these consolidated financial statements.
GOLAR LNG LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
2025 |
2024 |
| ASSETS |
|
|
|
| Current assets |
|
|
|
| Cash and cash equivalents |
|
1,151,221 |
|
566,384 |
|
| Restricted cash and short-term deposits |
13 |
24,695 |
|
75,579 |
|
| Trade accounts receivable and accrued income |
25 |
35,518 |
|
29,667 |
|
|
|
|
|
| Amounts due from related parties |
26 |
23,228 |
|
20,354 |
|
|
|
|
|
| Current portion of net investment in sales-type lease |
7 |
146,829 |
|
— |
|
| Other current assets |
14 |
32,013 |
|
47,882 |
|
| Total current assets |
|
1,413,504 |
|
739,866 |
|
|
|
|
|
| Non-current assets |
|
|
|
| Restricted cash |
13 |
39,501 |
|
74,619 |
|
| Equity method investments |
15 |
45,011 |
|
43,665 |
|
| Assets under development |
16 |
1,228,129 |
|
2,261,197 |
|
| Vessels and equipment, net |
17 |
931,192 |
|
1,079,745 |
|
| Net investment in sales-type leases |
7 |
1,601,452 |
|
— |
|
Intangible assets |
|
2,070 |
|
2,348 |
|
|
|
|
|
| Non-current amounts due from related parties |
26 |
1,691 |
|
6,006 |
|
| Other non-current assets |
18 |
63,051 |
|
160,231 |
|
| Total assets |
|
5,325,601 |
|
4,367,677 |
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
| Current liabilities |
|
|
|
| Current portion of long-term debt and short-term debt |
19 |
(301,202) |
|
(521,282) |
|
Trade accounts payable (including related party of $3.0 million in 2025) |
25, 26 |
(123,605) |
|
(198,906) |
|
| Accrued expenses |
20 |
(101,619) |
|
(66,071) |
|
|
|
|
|
| Other current liabilities |
21 |
(28,914) |
|
(55,265) |
|
| Total current liabilities |
|
(555,340) |
|
(841,524) |
|
|
|
|
|
| Non-current liabilities |
|
|
|
| Long-term debt |
19 |
(2,456,822) |
|
(930,973) |
|
|
|
|
|
| Other non-current liabilities |
22 |
(245,885) |
|
(225,776) |
|
| Total liabilities |
|
(3,258,047) |
|
(1,998,273) |
|
|
|
|
|
Commitments and contingencies
EQUITY |
27 |
|
|
Share capital 101,319,440 common shares of $1.00 each issued and outstanding (2024: 104,534,703) |
24 |
(101,319) |
|
(104,535) |
|
| Treasury Shares |
|
684 |
|
— |
|
| Additional paid-in capital |
|
(1,717,732) |
|
(1,705,093) |
|
| Contributed surplus |
|
(200,000) |
|
(200,000) |
|
| Accumulated other comprehensive loss |
|
1,935 |
|
5,743 |
|
| Retained earnings |
|
173,456 |
|
(10,266) |
|
Total stockholders’ equity |
|
(1,842,976) |
|
(2,014,151) |
|
| Non-controlling interests |
5 |
(224,578) |
|
(355,253) |
|
| Total equity |
|
(2,067,554) |
|
(2,369,404) |
|
| Total liabilities and equity |
|
(5,325,601) |
|
(4,367,677) |
|
The accompanying notes are an integral part of these consolidated financial statements.
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
2025 |
2024 |
2023 |
| OPERATING ACTIVITIES |
|
|
|
|
Net income/(loss) |
|
112,576 |
|
80,793 |
|
(2,850) |
|
| Add: Net income from discontinued operations |
|
— |
|
— |
|
(293) |
|
Net income/(loss) from continuing operations |
|
112,576 |
|
80,793 |
|
(3,143) |
|
| Adjustments to reconcile net income/(loss) from continuing operations to net cash provided by operating activities: |
|
|
|
|
| Depreciation and amortization |
17 |
49,255 |
|
53,526 |
|
50,294 |
|
Loss on disposal of long lived asset |
17 |
451 |
|
— |
|
491 |
|
|
|
|
|
|
| Loss on extinguishment of debt |
10 |
9,954 |
|
— |
|
— |
|
Gain on deemed sale of FLNG Gimi |
7 |
(29,981) |
|
— |
|
— |
|
| Impairment of long-lived assets |
17 |
— |
|
22,933 |
|
5,021 |
|
| Amortization of deferred charges and debt guarantees, net |
|
7,113 |
|
3,054 |
|
1,822 |
|
| Dividend received from equity method investments |
15 |
— |
|
456 |
|
— |
|
| Net (income)/loss from equity method investments |
15 |
(8,928) |
|
7,502 |
|
2,520 |
|
| Write off of shareholder loan |
26 |
7,054 |
|
— |
|
— |
|
| Provision for credit loss |
|
251 |
|
— |
|
— |
|
| Drydocking expenditure |
|
— |
|
(2,926) |
|
(6,724) |
|
| Compensation cost related to employee stock awards |
|
9,920 |
|
7,181 |
|
5,824 |
|
| Net foreign exchange losses/(gains) |
10 |
1,716 |
|
(205) |
|
941 |
|
| Sales-type lease receivable in excess of interest income |
6 |
22,536 |
|
— |
|
— |
|
| Change in fair value of investment in listed equity securities |
9 |
— |
|
— |
|
62,308 |
|
| Change in fair value of derivative instruments (interest rate swaps) |
10 |
11,161 |
|
5,971 |
|
15,582 |
|
| Change in fair value of derivative instruments (oil and gas derivatives), commodity swaps and amortization of day 1 gains |
|
80,561 |
|
89,286 |
|
272,117 |
|
| Change in assets and liabilities: |
|
|
|
|
Trade accounts receivable and accrued income (1) |
|
37,301 |
|
9,535 |
|
3,205 |
|
|
|
|
|
|
| Other current and non-current assets |
|
43,907 |
|
33,124 |
|
(266,025) |
|
| Amounts due from related parties |
|
(18,041) |
|
(1,064) |
|
172 |
|
| Trade accounts payable |
|
4,391 |
|
3,587 |
|
(18) |
|
| Accrued expenses |
|
35,320 |
|
4,069 |
|
8,554 |
|
| Other current and non-current liabilities |
|
94,412 |
|
1,419 |
|
(18,335) |
|
| Net cash provided by continuing operations |
|
470,929 |
|
318,241 |
|
134,606 |
|
|
|
|
|
|
| Net income from discontinued operations |
|
— |
|
— |
|
293 |
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
— |
|
— |
|
20 |
|
|
|
|
|
|
|
|
|
|
|
| Loss on disposal and impairment of long-lived assets |
|
— |
|
— |
|
(27) |
|
| Compensation cost related to employee stock awards |
|
— |
|
— |
|
3 |
|
| Net foreign exchange losses |
|
— |
|
— |
|
17 |
|
| Change in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other current and non-current assets |
|
— |
|
— |
|
300 |
|
|
|
|
|
|
| Trade accounts payable |
|
— |
|
— |
|
(2) |
|
| Accrued expenses |
|
— |
|
— |
|
(165) |
|
| Other current and non-current liabilities |
|
— |
|
— |
|
(163) |
|
| Net cash provided by discontinued operations |
|
— |
|
— |
|
276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
2025 |
2024 |
2023 |
| INVESTING ACTIVITIES |
|
|
|
|
Additions to assets under development (1) |
|
(853,361) |
|
(376,342) |
|
(308,093) |
|
| Additions to equity method investments |
15 |
(30,134) |
|
— |
|
(9,678) |
|
Additions for FLNG Hilli redeployment (2) |
|
(29,929) |
|
— |
|
— |
|
| Loan advanced to related parties |
26 |
(2,490) |
|
(17,930) |
|
(3,561) |
|
Additions to intangibles |
|
(192) |
|
(1,531) |
|
— |
|
| Additions to vessels and equipment |
|
(12) |
|
(62,206) |
|
(1,621) |
|
Proceeds from short-term loan advanced to related parties |
26 |
17,930 |
|
— |
|
60 |
|
Proceeds from subscription of equity interest in Gimi MS Corporation |
5 |
21,020 |
|
45,206 |
|
80,021 |
|
| Consideration received for the sale of long-lived asset |
17 |
24,828 |
|
— |
|
15,190 |
|
| Proceeds from sale of equity method investment |
15 |
39,143 |
|
822 |
|
56,097 |
|
Additions to other investments |
|
— |
|
(5,000) |
|
— |
|
| Deposit paid for vessel |
6 |
— |
|
— |
|
(15,500) |
|
| Dividends received from listed equity securities |
|
— |
|
— |
|
9,824 |
|
|
|
|
|
|
| Proceeds from sale of listed equity securities |
|
— |
|
— |
|
45,552 |
|
| Net cash used in investing activities |
|
(813,197) |
|
(416,981) |
|
(131,709) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FINANCING ACTIVITIES |
|
|
|
|
| Proceeds from short-term and long-term debt |
|
2,275,000 |
|
371,145 |
|
156,045 |
|
| Proceeds from exercise of share options |
|
3,210 |
|
5,705 |
|
— |
|
| Financing costs paid |
|
(42,258) |
|
(6,688) |
|
(10,445) |
|
|
|
|
|
|
| Purchase of treasury shares |
24 |
(144,039) |
|
(14,180) |
|
(61,684) |
|
| Cash dividends paid |
|
(305,848) |
|
(115,352) |
|
(102,897) |
|
| Repayments of short-term and long-term debt |
|
(944,962) |
|
(136,859) |
|
(125,925) |
|
Acquisition of Hilli LLC non-controlling interest |
|
— |
|
(59,919) |
|
(100,047) |
|
Net cash provided by/(used in) financing activities |
|
841,103 |
|
43,852 |
|
(244,953) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents, restricted cash and short-term deposits within assets held for sale at the beginning of period |
|
— |
|
— |
|
369 |
|
|
|
|
|
|
Net decrease in cash and cash equivalents, restricted cash and short-term deposits within assets held for sale |
|
|
— |
|
369 |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents, restricted cash,
short-term deposits and cash within assets held for sale
|
|
498,835 |
|
(54,888) |
|
(241,411) |
|
| Cash and cash equivalents, restricted cash and short-term deposits at the beginning of the year |
|
716,582 |
|
771,470 |
|
1,012,881 |
|
| Cash and cash equivalents, restricted cash and short-term deposits at the end of the year |
|
1,215,417 |
|
716,582 |
|
771,470 |
|
|
|
|
|
|
| Supplemental disclosure of cash flow information |
|
|
|
|
| Cash paid during the year for: |
|
|
|
|
Interest paid, net of capitalized interest (3) |
|
7,248 |
|
— |
|
— |
|
| Income taxes paid |
|
3,462 |
|
770 |
|
857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Non-cash additions to assets under development for the years ended December 31, 2025, 2024 and 2023 totaled $1.6 million, $320.8 million and $100.9 million, respectively.
For the year ended December 31, 2025, we crystallized $90.7 million relating to the FLNG Gimi asset under development, which is presented within cash used in investing activities in the consolidated statement of cash flows and therefore excluded from the non-cash additions disclosed above. In addition, non-cash movement during 2025 included a $43.2 million transfer of capital spares and consumables from assets under development to trade receivables and accrued income upon COD of the FLNG Gimi (note 16).
For the year ended December 31, 2024, following the execution of the EPC agreement for the MKII FLNG on September 17, 2024, which reinforced certainty regarding the conversion, costs incurred were capitalized as additions to assets under development and presented within investing activities in the consolidated statement of cash flows.
(2) Non-cash additions related to FLNG Hilli redeployment for the years ended December 31, 2025 was $8.1 million. In May 2025, following the FID for the redeployment of FLNG Hilli under a 20-year agreement with SESA, which reinforced certainty regarding the refurbishment of the vessel, costs incurred in relation to the thereafter presented within investing activities in the statement of cash flows. There was similar cost incurred in 2024 and 2023.
(3) Includes interest paid of $99.0 million, $29.8 million, $24.3 million and capitalized interest of $73.2 million, $46.8 million, $27.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Supplemental note to the consolidated statements of cash flows
The following table identifies the balance sheet line items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
2025 |
2024 |
2023 |
2022 |
| Cash and cash equivalents |
|
1,151,221 |
|
566,384 |
|
679,225 |
|
878,838 |
|
| Restricted cash and short-term deposits |
13 |
24,695 |
|
75,579 |
|
18,115 |
|
21,693 |
|
| Restricted cash (non-current portion) |
13 |
39,501 |
|
74,619 |
|
74,130 |
|
112,350 |
|
|
|
1,215,417 |
|
716,582 |
|
771,470 |
|
1,012,881 |
|
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Notes |
Share Capital |
Treasury Shares |
Additional Paid-in Capital |
Contributed Surplus |
Accumulated Other Comprehensive Loss (1) |
Retained (Losses)/Earnings |
Non-controlling Interests |
Total
Equity |
| Balance at December 31, 2022 |
|
107,226 |
|
— |
|
1,936,746 |
|
200,000 |
|
(5,811) |
|
262,063 |
|
399,950 |
|
2,900,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net (loss)/income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(46,793) |
|
43,943 |
|
(2,850) |
|
| Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(79,448) |
|
(23,449) |
|
(102,897) |
|
|
|
|
|
|
|
|
|
|
|
| Employee stock compensation |
|
— |
|
— |
|
5,989 |
|
— |
|
— |
|
— |
|
— |
|
5,989 |
|
| Forfeiture of employee stock compensation |
|
— |
|
— |
|
(109) |
|
— |
|
— |
|
— |
|
— |
|
(109) |
|
| Restricted stock units |
|
249 |
|
— |
|
(249) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Proceeds from subscription of equity interest in Gimi MS Corporation |
5 |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
80,021 |
|
80,021 |
|
| Repurchase and cancellation of treasury shares |
|
(2,897) |
|
— |
|
— |
|
— |
|
— |
|
(58,787) |
|
— |
|
(61,684) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
739 |
|
— |
|
— |
|
739 |
|
Reacquisition of common units of Golar Hilli LLC |
5 |
— |
|
— |
|
(251,249) |
|
— |
|
— |
|
— |
|
34,309 |
|
(216,940) |
|
| Balance at December 31, 2023 |
|
104,578 |
|
— |
|
1,691,128 |
|
200,000 |
|
(5,072) |
|
77,035 |
|
534,774 |
|
2,602,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
50,839 |
|
29,954 |
|
80,793 |
|
| Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(104,107) |
|
(195,245) |
|
(299,352) |
|
|
|
|
|
|
|
|
|
|
|
| Exercise of share options |
24 |
512 |
|
— |
|
5,193 |
|
— |
|
— |
|
— |
|
— |
|
5,705 |
|
| Employee stock compensation |
|
— |
|
— |
|
7,308 |
|
— |
|
— |
|
— |
|
— |
|
7,308 |
|
| Forfeiture of employee stock compensation |
|
— |
|
— |
|
(295) |
|
— |
|
— |
|
— |
|
— |
|
(295) |
|
| Restricted stock units |
24 |
124 |
|
— |
|
(124) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Proceeds from subscription of equity interest in Gimi MS Corporation |
5 |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
45,206 |
|
45,206 |
|
| Repurchase and cancellation of treasury shares |
24 |
(679) |
|
— |
|
— |
|
— |
|
— |
|
(13,501) |
|
— |
|
(14,180) |
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive loss |
|
— |
|
— |
|
— |
|
— |
|
(671) |
|
— |
|
— |
|
(671) |
|
Reacquisition of common units of Golar Hilli LLC |
5 |
— |
|
— |
|
1,883 |
|
— |
|
— |
|
— |
|
(59,436) |
|
(57,553) |
|
| Balance at December 31, 2024 |
|
104,535 |
|
— |
|
1,705,093 |
|
200,000 |
|
(5,743) |
|
10,266 |
|
355,253 |
|
2,369,404 |
|
Net income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
65,676 |
|
46,900 |
|
112,576 |
|
| Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(103,348) |
|
(202,500) |
|
(305,848) |
|
| Exercise of share options |
24 |
233 |
|
— |
|
2,977 |
|
— |
|
— |
|
— |
|
— |
|
3,210 |
|
| Employee stock compensation |
|
— |
|
— |
|
10,221 |
|
— |
|
— |
|
— |
|
— |
|
10,221 |
|
| Forfeiture of employee stock compensation |
|
— |
|
— |
|
(432) |
|
— |
|
— |
|
— |
|
— |
|
(432) |
|
| Restricted stock units |
24 |
127 |
|
— |
|
(127) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Proceeds from subscription of equity interest in Gimi MS Corporation |
5 |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
21,020 |
|
21,020 |
|
| Repurchase and cancellation of treasury shares |
24 |
(3,576) |
|
(684) |
|
— |
|
— |
|
— |
|
(139,779) |
|
— |
|
(144,039) |
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
3,808 |
|
— |
|
— |
|
3,808 |
|
Reacquisition of Hilli LLC's non-controlling interests |
5 |
— |
|
— |
|
— |
|
— |
|
— |
|
(6,271) |
|
3,905 |
|
(2,366) |
|
| Balance at December 31, 2025 |
|
101,319 |
|
(684) |
|
1,717,732 |
|
200,000 |
|
(1,935) |
|
(173,456) |
|
224,578 |
|
2,067,554 |
|
(1) As of December 31, 2025, 2024 and 2023, our accumulated other comprehensive loss comprised of (i) $1.5 million, $3.9 million and $3.8 million losses in relation to our pension and post retirement benefit plan and (ii) $0.4 million, $1.9 million and $1.3 million in relation to our share of equity method investment’s foreign currency translation adjustment, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
GOLAR LNG LIMITED
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Golar LNG Limited (the “Company” or “Golar”) was incorporated in Hamilton, Bermuda on May 10, 2001. Golar is listed on the Nasdaq under the ticker symbol: “GLNG”.
We design, construct, own and operate marine infrastructure for the liquefaction of natural gas and are the leading provider of floating liquefaction natural gas (“FLNG”) as a service to gas resource owners. We believe that natural gas has a critical role to play in providing cleaner energy for many years to come. Our pioneering infrastructure solutions are designed to provide safe, competitive and more sustainable ways of liquefying gas across the world. We provide market leading FLNG operations and utilize our balance sheet flexibility to optimize shareholder returns through accretive FLNG projects. We offer gas resource holders, developers, and customers a proven, low-cost, and low-risk solution to quickly monetize stranded gas reserves through our industry-leading FLNG operational track record and strong FLNG growth prospects.
As of December 31, 2025, our fleet consisted of two operational FLNG vessels:
•FLNG Hilli Episeyo (the “FLNG Hilli”), operating offshore Cameroon, FLNG Hilli remains under contract until July 2026. Subsequently, FLNG Hilli will sail to Singapore for her scheduled refurbishment in preparation for her 20-year charter with Southern Energy S.A. (“SESA”) in Argentina, commencing in 2027.
•FLNG Gimi (the “FLNG Gimi”), which successfully achieved Commercial Operations Date (“COD”) in June 2025, and commenced its 20-year Lease and Operate Agreement (“LOA”) offshore Mauritania and Senegal. This milestone marks the significant expansion of our FLNG capacity and the continued execution of our long-term growth strategy.
Our third FLNG unit (the “MKII FLNG”) is currently under development pursuant to an Engineering, Procurement, and Construction (“EPC”) contract with CIMC Raffles (“CIMC”). In May 2025, we entered into definitive agreements with SESA for a 20-year charter of the converted MKII FLNG unit, targeted to begin upon COD in 2028. In August 2025, these definitive agreements reached Final Investment Decision (“FID”) and in October 2025 all conditions precedent and customary closing conditions were satisfactorily met.
As used herein and unless otherwise required by the context, the terms “Golar”, the “Company”, “we”, “our”, “us” and words of similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.
Going concern
The consolidated financial statements have been prepared on a going concern basis.
The Company’s execution of the MKII FLNG EPC agreement with CIMC and the commencement of FLNG Hilli’s refurbishment in preparation for her 20-year redeployment in Argentina reflects continued investment in long-term contracted infrastructure and have resulted in increased capital expenditure commitments through 2028.
In October 2025, the Company successfully completed a $500 million senior unsecured notes offering (the “2025 Senior Unsecured Notes”). In November 2025, the Company also successfully closed and fully drew a new $1.2 billion asset-backed debt facility with a consortium of banks to refinance the existing FLNG Gimi debt facility. These transactions enhanced the Company’s capital structure, extended its debt maturity profile, and strengthened its overall liquidity position, resulting in a year-end cash position of $1.2 billion as of December 31, 2025.
Following the completion of these financing initiatives, management updated its cash flow forecasts covering the twelve-month period from the date of issuance of these financial statements. Based on these forecasts, which incorporate expected operating cash flows, committed capital expenditures, and available financing capacity, management believes that the Company has sufficient liquidity to meet its obligations as they fall due for at least twelve months from the date of issuance of the financial statements.
Accordingly, management has concluded that the use of the going concern basis of preparation remains appropriate for these consolidated financial statements.
|
|
|
|
|
|
| 2. |
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
Basis of preparation
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. A VIE is defined as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision-making ability and an interest in the entity’s residual risks and rewards, (b) equity interest holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The Company consolidates a VIE when it has a variable interest in the entity and is determined to be the primary beneficiary. The Company is the primary beneficiary if it (i) has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Investments in entities in which we directly or indirectly hold more than 50% of the voting control are consolidated in our consolidated financial statements unless the non-controlling interests have substantive participating rights that allow the non-controlling interests to effectively participate in significant financial and operating decisions of the entity that are made in the ordinary course of business. The non-controlling interests of our consolidated subsidiaries are included in our consolidated financial statements in line-item “non-controlling interests”.
Changes in our ownership interest while we retain a controlling financial interest in a subsidiary are accounted for as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect changes in our ownership interest, with any difference between the consideration received and the amount of the adjusted non-controlling interest being recognized in equity. If a subsidiary issues its shares to third parties at a price per share in excess or below its carrying value resulting in a reduction in our ownership interest in the subsidiary, the resulting gain or loss is recorded in “Additional paid-in capital” within the statement of changes in equity. Preferred stock issued by a consolidated subsidiary is classified as equity, and when issued to non-controlling interests, the proceeds are recorded as non-controlling interests.
Foreign currencies
Our functional currency is the U.S. dollar as most of our revenues are received in U.S. dollars and a majority of our expenditures are incurred in U.S. dollars. Our reporting currency is U.S. dollars. Transactions in foreign currencies during the year are remeasured into U.S. dollars at the exchange rates in effect at the date of the transaction. Monetary assets and liabilities are remeasured using exchange rates at the balance sheet date, while non-monetary assets and liabilities are remeasured using historical exchange rates. Resulting foreign currency transaction gains or losses are recognized in the consolidated statements of operations. Translation adjustments arising from the translation of financial statements of foreign operations whose functional currency is not the U.S. dollar are recognized in other comprehensive income.
Use of estimates, judgments and assumptions
The preparation of our consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenue and expenses during the reporting period. We base our estimates, judgments and assumptions on our historical experience and on information that we believe to be reasonable under the circumstances at the time they are made. Estimates and assumptions about future events and their effects cannot be perceived with certainty and these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Actual results could differ from these estimates. Estimates are used for, but are not limited to, determining the recoverability of our vessels, our assets under development, the accounting for the LOA for FLNG Gimi, including determining the allocation of consideration between lease and non-lease components and the fair value of underlying assets in sales-type lease arrangements, and the valuation of our oil and gas derivative instruments. In assessing the recoverability of our vessels and assets under development carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual values, hire rates and vessel operating expenses including redeployment costs and drydocking requirements. For the accounting for the LOA for FLNG Gimi, these estimates require judgment, including assumptions regarding the expected profitability of the non-lease services and the determination of the fair value of the underlying leased asset at lease commencement, which include replacement cost methodologies.
Fair value measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In the absence of such data, we use valuation techniques that incorporate market participant assumptions and other relevant factors.
Revenue and lease arrangements
Contracts relating to our FLNG assets and LNG carriers, can take various forms including lease and operate and maintenance service agreements. At the inception of each contract, we assess whether the arrangement contains a lease by determining whether, throughout the period of use, the counterparty has both (i) the right to obtain substantially all of the economic benefits from the use of the identified asset and (ii) the right to direct the use of that identified asset. Contracts conveying both rights are accounted for as leases; contracts that do not convey both rights are accounted for as revenue arrangements with customers.
Lease accounting
When a contract contains a lease, which is assessed at inception, we make an assessment of the lease classification criteria. An agreement will be classified as a sales-type lease for a lessor (or a finance lease for a lessee) if any of the following conditions are met at lease commencement:
•ownership of the asset is transferred at the end of the lease term;
•the contract contains an option to purchase the asset which is reasonably certain to be exercised;
•the lease term is for a major part of the remaining useful life of the contract, although contracts entered into the last 25% of the underlying asset’s useful life are not subject to this criterion;
•the present value of the lease payments and any residual value guarantees present represent substantially all of the fair value of the underlying asset; and
•the underlying asset is of such a specialized nature that it is not expected to have an alternative use to us at the end of the lease term.
If none of these criteria are met for a lessor, the lease will be classified as a direct financing lease (if the present value of the sum of the lease payments and any residual value guarantee present equals or exceeds substantially all of the fair value of the underlying asset and it is probable that the lessor will collect lease payments and any residual value guarantee) or an operating lease. If none of these criteria are met for a lessee, the lease will be classified as an operating lease.
The lease term is assessed at lease commencement. The existence of any purchase options, extension options, termination options and residual value guarantees, if any are disclosed. Agreements which include extension options are included in the lease term if we believe they are reasonably certain to be exercised by the lessee. Agreements which contain purchase options and termination options are included in the lease term if we believe they are reasonably certain to not be exercised by the lessee.
An extension option or a termination option is included in the lease term if the exercise of the option is controlled by the lessor. The determination of whether options are reasonably certain considers whether the option creates an economic incentive.
•Lessor accounting
Lease accounting generally commences when the asset is made available to the counterparty, however, where a contract contains specific acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the acceptance tests. We assess a lease under the modification guidance when there is a change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease.
For operating leases, costs directly associated with the execution of the lease or costs incurred after the execution of the contract but prior to the commencement of the lease that directly relates to preparing the asset for the contract (for example bunker costs), are capitalized and amortized to the consolidated statement of income over the lease term. We also defer upfront net revenue payments (for example positioning fees) for operating leases to our consolidated balance sheet and amortize these amounts in the consolidated statement of income over the lease term. Fixed revenue from operating leases is accounted for on a straight-line basis over the life of the lease; while variable revenue is accounted for as incurred in the relevant period. Fixed revenue includes fixed payments and variable payments based on a rate or index. For our operating leases for LNG carriers, we have historically elected the practical expedient to combine our service revenue and operating lease income generated from our time charter agreements as both the timing and the pattern of transfer of the components are the same.
For sales-type leases, at lease commencement we derecognize the underlying asset and recognize a net investment in the lease, representing the present value of lease payments to be received and any unguaranteed residual value. The net investment is initially measured using the rate implicit in the lease. Any difference between the carrying amount of the underlying asset and the net investment in the lease at commencement is recognized as other non-operating income. Initial direct costs are expensed at lease commencement. In developing the unguaranteed residual value estimate, we considered the expected future market conditions, remaining economic useful life, and the anticipated condition and marketability of the asset at the end of the lease term.
The net investment in sales-type leases is increased by interest income, reduced by lease payments received and is assessed for credit losses as described in “Allowance for credit losses”. Interest income is recognized over the lease term using the effective interest method so as to produce a constant periodic rate of return on the net investment. We recognize the interest income component of the net investment in the lease as “Sales-type lease revenue” within operating revenues on our consolidated statements of operations, rather than reporting it as interest income under “Other financial items”. This presentation reflects the integrated nature of our FLNG lease and operate model, which combines long-term infrastructure leasing with continuous service obligations. Given that these lease and operate arrangements are core to our business strategy and represent a primary driver of recurring revenues and value creation, we believe this classification within operating revenue provides users of our financial statements with more meaningful insight into the performance of our primary business activities.
Where a contract includes both lease and non‑lease components, we allocate the total consideration using the relative standalone selling price method in accordance with ASC 842 and ASC 606. The lease component generally reflects the right to use the FLNG asset, while the non‑lease component includes operations and maintenance services provided over the term of the contract. The standalone selling prices of each component are determined using valuation models and management estimates, which reflect the nature and commercial intent of the arrangement.
Revenue recognition
•Time charter agreements
Revenues include minimum lease payments under time charters, fees for positioning and repositioning vessels. Revenues generated from time charters, which we generally classify as operating leases, are recorded over the term of the charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to by a customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term. Rental income and expense are amortized over the lease term on a straight-line basis.
Repositioning fees (included in time and voyage charter revenues) received in respect of time charters are recognized at the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter.
Under time charters, voyage expenses are generally paid by our customers. Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is off-hire, for example when the vessel is undergoing repairs. These expenses are recognized as incurred. Bunkers consumption represents mainly bunkers consumed during commercial waiting time and off-hire.
•Revenue accounting
Contracts within the scope of revenue accounting are generally those that do not contain a lease or that form part of our ordinary activities of developing and operating FLNG projects. Contracts with a customer are assessed to identify the performance obligations in the contract, determine the transaction price and allocation of the transaction price to the performance obligations identified. Revenue is recognized when the performance obligations are satisfied – either at a point in time or over time, considering the appropriate pattern of transfer of control over time. Contract liabilities arise when the customer makes payments in advance of receiving services while contract assets arise when services are provided in advance of customer payments being received.
•Liquefaction services revenue
For liquefaction services revenue, the provision of liquefaction services capacity is considered a single performance obligation recognized evenly over time. We consider our services (the receipt of customer’s gas, treatment and temporary storage on board our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Overproduction and underutilization arrangements in the liquefaction tolling agreement (“LTA”) are variable consideration, estimated using the expected value method and recognized using the output method to the extent it is probable that a significant reversal will not occur. Contractual payment terms for liquefaction services are monthly in arrears. The period between invoicing and due date is not significant.
•Services revenue
Services revenue is generated from services rendered which includes but not limited to performing drydocking, site commissioning, hook-up services, FLNG studies and other services.
•Management fees
Management fees are generated from vessel management, which includes commercial and technical vessel-related services, ship operations and maintenance services and administrative services. The management services we provide are considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services as a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. We recognize revenue when obligations under the terms of our contracts with our customers are satisfied. We have applied the practical expedient to recognize management fee revenue in proportion to the amount that we have the right to invoice. Our contracts generally have an initial term of one year or less, after which the arrangement continues until the end of the contract.
Leases as lessee
Operating leases where we are the lessee result in recognition of a right-of use (“ROU”) asset with a corresponding lease liability. The ROU asset is included in the balance sheet line-item “Other non-current assets”, and the lease liability is included in balance sheet line-items “Other current liabilities” and “Other non-current liabilities”, depending on its maturity. The ROU asset represents our right to use an underlying asset for the lease term and the lease liability represents our obligation to make lease payments per the lease agreement. Operating leases are recognized at commencement date based on the present value of lease payments over the lease term, using our incremental borrowing rate as assessed at lease commencement date. We do not separate the lease and non-lease components; they are considered a single lease component. The impact of subsequent amendments to lease agreement terms and conditions is assessed prospectively.
Insurance claims
We have two main types of insurance policies, being loss of hire (“LOH”) and hull and machinery (“H&M”).
LOH policies provide coverage for loss of revenue for our insured vessels and related claims are generally considered gain contingencies, which are recognized when the proceeds from our insurance syndication are realized or deemed realizable, net of any deductions where applicable. LOH is recognized on the face of our consolidated statement of operations in the line item “Other operating gains/(losses)”.
H&M policies protect us from damages in relation to our vessels and on-board equipment. Our insurance policies are considered loss recoveries. We recognize costs incurred at the time a loss event occurs. Insurance proceeds received from insured losses are recognized when considered probable of being recovered from the counterparty and for an amount net of any deductions that may apply. H&M costs and insurance recoveries are recognized on the face of our consolidated statement of operations in line item “Vessel operating expenses”.
Vessel operating expenses
Vessel operating expenses are recognized when incurred and include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third-party management fees.
Project development expenses
Project development expenses are recognized when incurred and include legal, professional, consultancy, integration and non-core feasibility projects and other costs associated with pursuing future contracts and developing our pipeline of activities that have not met our internal threshold for capitalization.
Cash and cash equivalents
We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash. Amounts are presented net of allowances for expected credit losses, which are assessed based on consideration of whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.
Restricted cash and short-term deposits
Restricted cash consists of cash balances from our consolidated lessor VIEs and bank deposits which may only be used to settle certain pre-arranged loans, bid bonds in respect of tenders for projects we have entered into, cash collateral required for certain swaps and other contracts which require us to restrict cash from its intended use.
Short-term deposits represent highly liquid deposits placed with financial institutions, which are readily convertible into known amounts of cash with original maturities of less than 12 months. Interest income earned on our short-term deposits are recognized on an accrual basis on the face of our consolidated statement of operations in line item “Interest income”.
Amounts are presented net of allowances for expected credit losses, which are assessed considering whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.
Trade accounts receivables and accrued income
Trade receivables represent amounts due from customers for services rendered in the ordinary course of business. Accrued income represents revenue earned but not yet billed as of the reporting date, typically arising from services provided for which the contractual billing date has not yet occurred at the balance sheet date. Accrued income is presented within “Trade receivables and accrued income”, as its nature and expected settlement period are similar to those of trade receivables. Trade receivables and accrued income are presented net of allowances for expected credit losses. The collectability of these balances is evaluated based on management’s assessment of individual customer accounts, historical loss experience and current economic conditions.
Allowance for credit losses
Financial assets recorded at amortized cost and off-balance sheet credit exposures not accounted for as insurance (including financial guarantees) reflect an allowance for current expected credit losses (“credit losses”) over the lifetime of the instrument. The allowance for credit losses reflects a deduction to the net amount expected to be collected on the financial asset. Amounts are written off against the allowance when management believes the un-collectability of a balance is confirmed or when collection is deemed remote. Expected recoveries are recognized when received and will not exceed the amounts previously written-off or current credit loss allowance by financial asset category.
We estimate expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. For certain receivables, we consider the subsequent cash collections received after the balance sheet date but before the date the financial statements are issued. We have elected to calculate expected credit losses on the combined balance of both the amortized cost and accrued interest from the unpaid principal balance. Specific calculation of our credit allowances is included in the respective accounting policies included herein; all other financial assets are assessed on an individual basis with the allowance calculated using the method considered most appropriate for the characteristics of each asset.
Inventories
Inventories, which is primarily comprised of fuel, are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis.
Equity method investments
Equity method investments relate to our investments in entities over which we have significant influence, but over which we do not exercise control or have the power to control their financial and operational policies. Investments in these entities are accounted for by the equity method of accounting. This may also extend to certain investments in entities in which we hold a majority voting or ownership interest, but we do not control, due to the other parties’ substantive participating rights. Under this method, we record our investment at cost and adjust the carrying amount for our share of the income or losses from these equity method investments subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an equity method investment reduce the carrying amount of the investment. When we decrease our investment in equity method investments but continue to retain significant influence, we recognize a gain or loss for the difference between proceeds and carrying amount of the investment sold in the statement of operations line item “Net (losses)/income from equity method investments”. The excess, if any, of the purchase price over book value of our equity method investments, or basis difference, is included in our consolidated balance sheets included in the carrying amount of our equity method investment. We allocate the basis difference across the assets and liabilities of the investee, with the residual assigned to goodwill. Any negative goodwill is recognized immediately in the income statement as a gain on bargain purchase. The basis difference will then be amortized through our consolidated statements of operations as part of the equity method of accounting.
Where there are indicators that fair value is below carrying value of our investments, we will evaluate these for other-than-temporary impairment. Consideration will be given to (i) the length of time and the extent to which fair value is below carrying value, (ii) the financial condition and near-term prospects of the investee and (iii) our intent and ability to hold the investment until any anticipated recovery. Where determined to be other-than-temporary impairment, we will recognize an impairment loss in the period in the line item “Net income/(losses) from equity method investments” in the consolidated statements of operations.
Vessels and equipment
Vessels and equipment are stated at cost less accumulated depreciation. The cost of vessels and equipment, less the estimated residual values, is depreciated on a straight-line basis over the assets’ remaining useful economic lives. Management estimates the residual values of our vessels based on broker scrap value cost of steel and aluminum times the weight of the ship noted in lightweight ton. Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons.
The cost of construction of FLNG Hilli’s mooring equipment is capitalized and depreciated over the term of the LTA.
Refurbishment costs incurred during the period are capitalized as part of vessels and equipment and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs are costs that appreciably increase the capacity or improve the efficiency or safety of vessels and equipment. Where refurbishment costs are incurred, including long-lead items, while a vessel continues to service an existing customer contract, such costs are capitalized within "Other non-current assets". Upon completion or termination of the existing customer contract, the capitalized refurbishment costs are reclassified to Vessels and equipment. Depreciation of these costs commences when the refurbished vessel begins operations under its new customer contract and is recognized over the vessel’s remaining useful economic life.
Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking. When a vessel is disposed of, any unamortized drydocking expenditure is charged against income in the period of disposal.
Other capitalizable costs include the addition of new equipment or modifications to the vessel that enhance or increase the operational efficiency and functionality of the vessel and that depreciated over the remaining useful life of the vessel. Expenditures of routine repairs and maintenance nature which do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred.
Useful lives applied in depreciation are as follows:
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| FLNGs |
30 years from conversion date |
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| FLNG deferred drydocking expenditure |
20 years |
| FLNG mooring equipment |
8 years |
| Office equipment and fittings |
3 to 6 years |
Intangible assets
Intangible assets relate to internal use software which is stated at cost. All costs incurred during the development of intangible assets, including purchase price and any directly attributable costs of preparing the asset for its intended use, are capitalized. Capitalization will cease and amortisation will commence when the software is available for its intended use. The useful life for intangibles is 3 years.
Assets under development
An asset is classified as an asset under development when there is a firm commitment from us to proceed with the construction of the asset and the likelihood of conversion is virtually certain to occur. An asset under development is classified as non-current and is stated at cost. All costs incurred during the construction of the asset, including conversion installment payments, interest, supervision and technical costs are capitalized. Nonrefundable reimbursements are offset against the cost incurred for the construction of the asset. Interest costs directly attributable to construction of the asset are capitalized. Capitalization ceases and depreciation commences once the asset is completed and available for its intended use.
Interest costs capitalized
Interest is capitalized on all qualifying assets that require a period of time to get ready for their intended use. Qualifying assets consist of new vessels under construction, asset under development and vessels undergoing conversion into FLNGs for our own use. In addition, certain equity method investments may be considered qualifying assets prior to commencement of their planned principal operation. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings, where appropriate, from commencement of the asset development until substantially all the activities necessary to prepare the assets for their intended use are complete. If our financing plans associate a specific borrowing with a qualifying asset, we use the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset provided that does not exceed the amount of that borrowing. We do not capitalize amounts beyond the actual interest expense incurred in the period. Where there are multiple qualifying assets, capitalized interest is allocated proportionally based on the relative asset base of each asset.
Asset retirement obligation
An asset retirement obligation (“ARO”) is a liability associated with the eventual retirement of a fixed asset.
The fair value of an ARO is recorded as a liability in the period when the obligation arises. The fair value of the ARO is measured using expected future discounted cash outflows. When the liability is recognized, we also capitalize the related ARO cost by adding it to the carrying amount of the related fixed asset. Each period, the liability is increased for the change in its present value with a corresponding charge to operating expenses. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related liability and asset.
Held for sale assets and disposal group
Individual assets or subsidiaries to be disposed of, by sale or otherwise in a single transaction, are classified as held for sale if all of the following criteria are met at the balance sheet date:
•management, having the authority to approve the action, commits to a plan to sell the assets or subsidiaries;
•the asset or subsidiaries are available for immediate sale in its (their) present condition subject only to terms that are usual and customary for such sales;
•an active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
•the sale is probable; and
•the transfer is expected to qualify for recognition as a completed sale, within one year.
The term probable refers to a future sale that is likely to occur, the asset or subsidiaries (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A disposal group is classified as discontinued operations if either of the following criteria are met: (1) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on our financial results and operations or (2) an acquired business or non-profit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition.
Assets or subsidiaries held for sale are carried at the lower of their carrying amount and fair value less costs to sell. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale shall continue to be accrued.
If, at any time, the criteria for held for sale is no longer met, then the asset or disposal group will be reclassified to held and used. The asset or disposal group will be valued at the lower of the carrying amount before the asset or disposal group was classified as held for sale (as adjusted for any subsequent depreciation and amortization) and its fair value at the date of the subsequent decision not to sell. The effect of any such adjustment would be included in our income from continuing operations at the date of the decision not to sell and/or for the period in which the criterion for held for sale are no longer met.
Gain or loss on disposals of held for sale assets is recognized as the difference between the fair value of consideration received and the carrying amount of the assets disposed.
Impairment of vessels and assets under development
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our vessels and assets under development may not be recoverable. Indicators that we consider include, but are not limited to:
•a significant decrease in the market price of the asset;
•a significant adverse change in the extent or manner in which the asset is being used or in its physical condition;
•a significant adverse change in legal factors in the business climate that could affect the value of the asset, including an adverse action or assessment by a regulator;
•an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset;
•a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection of or forecast that demonstrates continuing losses associated with the use of an asset; and
•a current expectation that it is considered more likely than not that an asset will be sold or otherwise disposed of significantly before the end of its useful life.
We perform an annual impairment assessment considering the indicators listed above. If the results of our recoverability assessment demonstrates that the carrying amount of our vessels and assets under development exceeds the estimated undiscounted future cash flows that we have estimated as the fair value, we recognize an impairment loss based on the excess.
Investments in listed equity securities
Investments in listed equity securities represent ownership interests of a publicly listed entity. Investments in listed equity securities are recorded at fair value with changes in fair value reported in “Other non-operating income/(losses), net”. We classify our investment in listed equity securities in the consolidated statement of operations as non-operating because it is not integrated with our operations therefore is non-operating in nature. We use quoted market prices to determine the fair value of listed equity securities with a readily determinable fair value, unless the presence of certain restrictions warrants the application of a discount to fair value. We do not assess our investments in listed equity securities for impairment given they are carried at fair value.
We classify our investments in listed equity securities as current assets because the investment is available to be sold to meet liquidity needs if necessary, even if it is not the intention to dispose of the investment in the next twelve months.
Dividends received from our investments in listed equity securities are reflected as operating activities in the statement of cash flows unless such distributions relate to a return of capital in which case it is reflected as an investing activity in the statement of cash flows.
Debt
Our debt consists of long-term debt facilities, convertible debt, high yield bonds, credit facilities with banks and other lenders, and short term debt from our consolidated lessor VIE. Debt instruments are issued directly by us or through underwriters or placement agents and are held by financial institutions. Debt is recognized on our consolidated balance sheets at its principal amount outstanding adjusted for unamortized discounts or premiums and net of unamortized debt issuance costs (or deferred financing costs). Debt issuance costs directly attributable to the issuance of debt are presented as a direct deduction from the carrying amount of the related debt and are amortized to interest expense over the contractual term of the debt using the effective interest method. Amortization of discounts, premiums, and debt issuance costs is included in interest expense in the consolidated statements of operations.
Gains and losses on the extinguishment of debt are recognized in other financial items, net on our consolidated statements of operations, in the period in which the debt extinguishment occurs.
Derivatives
We use derivatives to reduce market risks associated with our operations. We use interest rate swaps for the management of interest rate risk exposure. The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal. We use commodity swaps to reduce our economic exposure to fluctuations in the underlying commodities for our natural-gas linked tolling fee billings. We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts. Certain of our contracts contain embedded derivatives. We do not apply hedge accounting.
All derivative instruments are initially recorded at fair value as either assets or liabilities in our consolidated balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in “Other current liabilities” in our consolidated balance sheets. Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in “Other current assets” and “Other non-current assets” in our consolidated balance sheets, depending on its maturity.
The changes in the fair value of our interest rate and foreign exchange swap derivative instruments are recognized each period in “(Losses)/gains on derivative instruments, net” in our consolidated statements of operations while the changes in the fair value of our commodity swap derivative instruments are recognized each period in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in our consolidated statements of operations.
It is our policy to enter into master netting agreements with counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us. We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements.
The fair values of the oil and gas derivative instruments were determined using the estimated discounted cash flows of the additional payments due to us as a result of oil and gas prices moving above the contractual floor price over the remaining term of the LTA. Significant inputs used in the valuation of the oil and gas derivative instruments include the Euro/U.S. Dollar exchange rates based on the forex forward curve for the gas derivative instrument and management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets. The oil and gas derivative instruments are classified in “Other current assets” and “Other non-current assets” in the consolidated balance sheets, depending on the LTA’s maturity.
Convertible debt instruments
We evaluate whether convertible debt instruments contain any embedded features requiring bifurcation, such as conversion options, make-whole provisions, redemption or put features. Features meeting the definition of a derivative are further evaluated for eligibility for the scope exception under ASC 815-10-15-74(a), which requires the conversion feature to be indexed to the entity’s own stock and eligible for equity classification. If both criteria are met, the embedded feature is not bifurcated and remains part of the host debt instrument. In such case, the entire gross proceeds of a convertible debt instrument is allocated to the host debt liability, measured at amortized cost with no bifurcation of the conversion option.
Contingencies
We may, from time to time, be involved in various legal proceedings, claims, lawsuits and complaints that arise in the ordinary course of business. We will recognize a contingent liability in our consolidated financial statements if the contingency has occurred at the balance sheet date and where we believe that the likelihood of loss was probable and the amount can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will recognize the lower amount within the range. A contingent gain is only recognized when the amount is considered realized or realizable. Legal costs are expensed as incurred.
Pensions
Defined benefit pension costs, assets and liabilities requires significant actuarial assumptions to be adjusted annually to reflect current market and economic conditions. Our accounting policy provides that full recognition of the funded status of defined benefit pension plans is to be included within our consolidated balance sheets. The pension benefit obligation is calculated by using a projected unit credit method.
Defined contribution pension costs represent our promise to make defined amounts of contributions to an individual participant’s retirement account prior to retirement, and the participant bears all the actuarial risk relating to that account once the contribution is made. Pension benefit cost is recognized in respect of the accounting period in which a contribution to the scheme is payable and is recorded in our consolidated statements of operations. A liability on our balance sheet will be recognized for any contributions due but unpaid as of the balance sheet date.
We entered into a buy-in insurance agreement for one of the defined benefit pension plans. This arrangement involves the purchase of an insurance contract that transfers longevity, market, interest rate, and inflation risks to the insurer, reducing the pension risk retained within the plan. The insurance contract is recognized as a plan asset at its initial purchase price, equal to the premium paid. In accordance with ASC 715, the contract is subsequently remeasured at fair value, with respective adjustments recognized in other comprehensive income. The fair value of the plan assets is expected to align with the related defined benefit obligation, resulting in no net impact on the plan’s funded status as reported on the balance sheet.
Guarantees
Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, and reported in “Other current liabilities” and “Other non-current liabilities”. A liability is recognized for the fair value of the obligation undertaken in issuing the guarantee. If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if (and when) the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent’s guarantee of a subsidiary’s debt to a third party.
Financial guarantees are assessed for expected credit losses and any allowance is presented as a liability for off-balance sheet credit exposures where the balance exceeds the collateral provided over the remaining instrument life. The allowance is assessed at the individual guarantee level, calculated by multiplying the balance exposed on default by the probability of default and loss given default over the term of the guarantee.
Treasury shares
Treasury shares are recognized as a separate component of equity for an amount corresponding to the purchase consideration transferred to repurchase the shares. Upon subsequent disposal of treasury shares, any consideration is recognized directly in equity.
Stock-based compensation
Our stock-based compensation includes both stock options and restricted stock units (“RSUs”). We expense the fair value of stock-based compensation issued to employees and non-employees over the period the stock options or RSUs vest (fair value as determined for stock-based compensation uses some fair value measurement techniques, which differs from other fair value measurements). We recognize stock-based compensation cost for awards containing a service condition only on a straight-line basis over the employee’s requisite service period or the non-employee’s vesting period, unless the award contains performance and/or market conditions, in which case stock-based compensation cost is recognized using the graded vesting method. Certain stock options and RSUs provide for accelerated vesting in the event of death or disability in service or a change in control (as defined in the Golar LNG Limited Long Term Incentive Plan (the “LTIP”)). No compensation cost is recognized for stock-based compensation for which the individuals do not render the requisite service. We have elected to recognize forfeitures as they occur. The fair value of stock options is estimated using the Black-Scholes option pricing model. The fair value of RSUs is estimated using the market price of our common shares at grant date or the Monte Carlo simulation model, as appropriate. Upon eventual stock option exercises or RSU conversions, shares delivered will be made available from either our authorized unissued shares, treasury shares or repurchasing our shares in the open market.
Earnings per share
Basic earnings per share (“EPS”) is computed based on the income available to common shareholders and the weighted average number of shares outstanding for basic EPS. Treasury shares are not included in the calculation. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments. Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.
Income tax (expense)/ benefit
Income taxes are based on a separate return basis. The guidance on “Income tax (expense)/benefit” prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Penalties and interest related to uncertain tax positions are recognized in “Income tax (expense)/benefit” in the consolidated statements of operations.
Deferred taxes
Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement of changes in equity and not in the consolidated statements of operations.
Acquisitions
We evaluate acquisitions to determine whether the acquired asset meets the definition of a business under ASC 805. If substantially all of the fair value of the gross asset acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the transaction is accounted for as an asset acquisition.
Business combinations are accounted for under the acquisition method. Identifiable assets acquired and liabilities assumed are measured at their fair values at the date of acquisition. The excess of the consideration transferred over the fair values of the identifiable net assets acquired is recognized as goodwill. If the fair value of the identifiable net assets acquired exceeds the consideration transferred, a bargain purchase gain is recognized in the statement of operations in the period of acquisition. Acquisition related costs are expensed as incurred. The results of operations of acquired businesses are included from the date of acquisition.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we will recognize a measurement-period adjustment during the period in which we determine the amount of the adjustment, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date.
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions whereby the cost of the acquisition is allocated to the assets acquired and liabilities assumed and no goodwill is recognized.
Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also related if they are subject to common control or significant influence. Amounts due from related parties are presented net of allowances for expected credit losses, which are calculated using a loss rate applied against an aging matrix. Advances or loans to/from related parties are recorded at cost.
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| 3. |
RECENTLY ISSUED ACCOUNTING STANDARDS |
Adoption of new accounting standards
In August 2023, the FASB issued 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This update removes diversity in practice and requires certain joint ventures, upon formation, to apply a new basis of accounting consistent with ASC 805 Business Combinations in the joint venturer’s separate financial statements. This does not affect the Company's existing accounting policies or financial statements. This may affect the Company indirectly going forward via the impact on balance sheet values in the separate books of any newly formed equity method investees.
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments require enhanced disclosures related to income taxes, including additional disaggregation within the effective tax rate reconciliation and expanded information regarding income taxes paid. We adopted this standard prospectively effective January 1, 2025 and have included enhanced disclosures in note 11 “Income taxes” of our consolidated financial statements included herein.
In July 2025, the FASB issued ASU 2025-05 - Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient for entities when estimating expected credit losses under the current expected credit loss model. We adopted the practical expedient and consider information about current conditions, including subsequent cash collections, in estimating our allowance for credit losses and have updated our accounting policy.
Accounting pronouncements that have been issued but not yet adopted
The following table provides a brief description of other recent accounting standards that have been issued but not yet adopted as of December 31, 2025:
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| Standard |
Description |
Expected date of Adoption |
Effect on our Consolidated Financial Statements |
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ASU 2024-03 Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures
(Subtopic 220-40)
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The amendments require public business entities to provide additional disaggregated disclosures of certain expense captions presented on the face of the income statement. The ASU does not change the expense captions required to be presented in the income statement; rather, it requires entities to disclose specified categories of expense information in the notes to the consolidated financial statements in order to improve transparency and comparability.
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January 1, 2027 |
We are still assessing the impact of this ASU. |
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| Standard |
Description |
Expected date of Adoption |
Effect on our Consolidated Financial Statements |
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ASU 2025-03 - Business Combinations (Topic 805) and
Consolidation (Topic 810) - Determining the Accounting Acquirer in the
Acquisition of a Variable Interest Entity
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The amendments require entities to consider the guidance in Topic 805 when determining the accounting acquirer in the acquisition of a VIE that is a business and the transaction is primarily effected by the exchange of equity interests. The ASU is intended to improve consistency in the determination of the accounting acquirer for certain VIE transactions and does not change the accounting for acquisitions of VIEs that are not a business.
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January 1, 2027 |
We are still assessing the impact of this ASU. |
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ASU 2025-04 - Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with
Customers (Topic 606)
Clarifications to Share-Based Consideration
Payable to a Customer
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The amendments clarify the accounting for share-based payment awards granted by an entity as consideration payable to a customer. The ASU revises certain definitions and guidance within Topics 606 and 718, including clarifying the definition of a performance condition and eliminating the policy election related to forfeitures for service conditions associated with share-based consideration payable to a customer. The amendments are intended to reduce diversity in practice and improve consistency in application.
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January 1, 2027 |
We are still assessing the impact of this ASU. |
ASU 2025-06 - Intangibles, Goodwill and Other Internal-Use Software |
The amendments modernize the guidance for internal-use software by removing references to development stages and clarifying when capitalization of software development costs should begin. Capitalization commences once management authorizes and commits to funding a software project and it is probable that the project will be completed and used as intended. The ASU also introduces guidance for assessing the probable-to-complete threshold, including consideration of development uncertainty.
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January 1, 2027 |
We are still assessing the impact of this ASU. |
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ASU 2025-07 - Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)
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The amendments refine the scope of Topic 815 by clarifying which contracts are subject to derivative accounting. The ASU also provides clarification under Topic 606 regarding the accounting for share-based payments received from a customer in a revenue contract. The amendments are intended to improve clarity and consistency in the application of existing guidance.
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January 1, 2027 |
We are still assessing the impact of this ASU. Not expected to impact Golar. |
ASU 2025-08 - Financial Instruments — Credit Losses (Topic 326): Purchased Loans |
The amendments introduce the concept of purchased seasoned loans and expand the application of the gross-up approach for certain acquired financial assets subject to the current expected credit loss model. Under the amendments, expected credit losses at acquisition are added to the amortized cost basis of qualifying loans rather than recognized immediately in earnings. The ASU is intended to improve comparability and reduce complexity in accounting for acquired financial assets.
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January 1, 2027 |
No impact currently expected as a result of the
adoption of this ASU.
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| Standard |
Description |
Expected date of Adoption |
Effect on our Consolidated Financial Statements |
ASU 2025-09 - Derivatives and Hedging (Topic 815): Hedge Accounting Improvements |
The amendments refine and clarify certain aspects of hedge accounting under Topic 815. The guidance provides additional flexibility in the designation and measurement of hedging relationships, including improvements related to cash flow hedges, with the objective of better aligning hedge accounting outcomes with the Group's risk management activities.
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January 1, 2027 |
No impact currently expected as a result of the
adoption of this ASU.
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ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements |
The amendments clarify and enhance the guidance in Topic 270 relating to interim financial reporting. The ASU improves the organization and usability of interim disclosure requirements, incorporates cross-references to disclosure requirements from other Topics applicable at interim periods, and introduces a principle requiring disclosure of material events and changes occurring since the last annual reporting period. The amendments do not fundamentally change the interim reporting model.
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January 1, 2028 |
No material impact expected on disclosure requirements. |
ASU 2025-12 - Codification Improvements |
The amendments include technical corrections, clarifications and incremental improvements to various Topics within the FASB Accounting Standards Codification. The ASU is intended to enhance clarity, consistency and operability of existing guidance and is not expected to result in significant changes to current accounting practices.
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January 1, 2027 |
No material impact expected on disclosure requirements. |
The following table lists our significant subsidiaries and their purpose as of December 31, 2025. Unless otherwise indicated, we own a 100% ownership interest in each of the following subsidiaries.
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| Name |
Jurisdiction of Incorporation |
Purpose |
Gimi Holding Company Limited |
Bermuda |
Holding company |
| Golar LNG Energy Limited |
Bermuda |
Holding company |
| Golar Management (Bermuda) Limited |
Bermuda |
Management company |
| Golar FLNG Sub-Holding Company Limited |
Bermuda |
Holding company |
Golar Hilli LLC |
Marshall Islands |
Holding company |
Golar Hilli Corporation |
Marshall Islands |
Leases the FLNG Hilli* |
Gimi MS Corporation |
Marshall Islands |
Owns the FLNG Gimi |
Golar MK II Corporation |
Marshall Islands |
Owns the MKII FLNG |
| Golar MS Operator SARL |
Mauritania |
Operates FLNG Gimi |
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| Name |
Jurisdiction of Incorporation |
Purpose |
| Golar Management AS |
Norway |
Vessel management company |
| Golar Management Limited |
United Kingdom |
Management company |
* The above table excludes mention of the lessor variable interest entity (“lessor VIE”) that we have leased a vessel from under a finance lease. The lessor VIE is a wholly-owned, newly formed special purpose vehicle (“SPV”) of a financial institution. While we do not hold any equity investments in this SPV, we have concluded that we are the primary beneficiary of this lessor VIE and accordingly have consolidated this entity into our financial results (note 5).
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| 5. |
VARIABLE INTEREST ENTITIES |
As of December 31, 2025 and 2024, we leased one vessel from CSSC (Hong Kong) Shipping Company Limited (“CSSC entity”) as part of a sale and leaseback agreement. The CSSC entity is a wholly-owned, special purpose vehicle (“Lessor SPV”). We sold our vessel, the FLNG Hilli and then subsequently leased back the vessel on a bareboat charter. In June 2023, we entered into the fourth side letter to FLNG Hilli’s sale and leaseback facility which amended the reference rate to a Secured Overnight Financing Rate (“SOFR”) from London Interbank Offered Rate (“LIBOR”), reduced the margin and extended the tenor of the facility by five years to 2033. These amendments did not impact our total bareboat obligations. We have an option to repurchase the vessel at a fixed predetermined amount during its charter period and an obligation to repurchase the vessel at the end of the vessel’s lease period.
While we do not hold any equity investments in the Lessor SPV, we have determined that we have a variable interest in the Lessor SPV and that the lessor entity, that owns the vessel, is the lessor VIE. Based on our evaluation of the agreements, we have concluded that we are the primary beneficiary of the lessor VIE and, accordingly, the lessor VIE is consolidated into our financial statements. We did not record any gains or losses from the sale of this vessel as it continued to be reported as a vessel at its original cost in our consolidated financial statements at the time of transaction. Similarly, the effect of the bareboat charter arrangement is eliminated upon consolidation of the Lessor SPV. The equity attributable to the respective lessor VIE is included in non-controlling interests in our consolidated financial statements. As of December 31, 2025 and 2024, the vessel is reported under “Vessels and equipment, net” in our consolidated balance sheets.
The following table gives a summary of our sole sale and leaseback arrangement, including the repurchase option and obligation as of December 31, 2025:
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| Vessel |
Effective from |
Lessor |
Sales value (in $ millions) |
Lease duration |
Next repurchase option (in $ millions) |
Date of next repurchase option |
Net repurchase obligation at end of lease term (in $ millions) |
End of lease term
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FLNG Hilli |
June 2018 |
CSSC entity |
1,200.0 |
15 years |
421.0 |
June 2028 |
207.9 |
June 2033 |
A summary of our payment obligations (excluding the repurchase option and obligation) under the bareboat charter with our sole lessor VIE as of December 31, 2025, are shown below:
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| (in thousands of $) |
2026 |
2027 |
2028 |
2029 |
2030 |
2031+ |
FLNG Hilli (1) |
77,600 |
74,687 |
71,603 |
68,605 |
65,606 |
136,734 |
(1) The payment obligations above include variable rental payments due under the lease based on assumed SOFR plus a margin.
The assets and liabilities of the VIE that most significantly impact our consolidated balance sheets as of December 31, 2025 and 2024, are as follows:
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|
|
| (in thousands of $) |
2025 |
2024 |
| Assets |
|
|
| Restricted cash and short-term deposits (note 13) |
11,429 |
|
17,472 |
|
|
|
|
Liabilities (2) |
|
|
| Accrued expenses (note 20) |
(28,845) |
|
(12,244) |
|
Other non-current liabilities (note 22) |
(184,000) |
|
(184,000) |
|
| Debt: |
|
|
Current portion of long-term debt and short-term debt (1) |
(229,654) |
|
(278,551) |
|
Long-term debt (1) |
— |
|
(33,432) |
|
| Total debt |
(229,654) |
|
(311,983) |
|
(1) Where applicable, these balances are net of deferred financing costs (note 19).
(2) The creditors of the lessor VIE have no recourse to the general credit of Golar.
The most significant impact of the VIE’s operations on our consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows, for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
2023 |
|
| Statement of operations |
|
|
|
Other financial items, net (note 10) |
2,432 |
|
4,997 |
|
— |
|
| Interest expense |
14,126 |
|
19,989 |
|
11,015 |
|
|
|
|
|
| Statement of cash flows |
|
|
|
| Repayments of short-term and long-term debt |
(84,429) |
|
(82,804) |
|
(98,242) |
|
| Proceeds from short-term debt |
— |
|
1,145 |
|
— |
|
| Financing costs paid |
— |
|
— |
|
(3,158) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Golar Hilli LLC (“Hilli LLC”) owns Golar Hilli Corp. (“Hilli Corp”), the disponent owner of FLNG Hilli. Hilli LLC's ownership is represented by three classes of units:
•Series A Special Units rank senior to Hilli Common Units and on par with Series B Special Units. They are redeemable upon LTA termination for $1 per unit plus unpaid distributions. “Series A Distributions” reflect incremental cash receipts when Brent linked crude prices exceed $60 per barrel.
•Series B Special Units rank similarly but have no conversion or redemption features. They entitle holders to 95% of vessel expansion capacity distributions, with 5% allocated to Hilli Common Unit holders.
•Hilli Common Units receive distributions only after Series A and B distributions are paid.
Below are the repurchase transactions of the Hilli LLC's non-controlling interests:
•On March 15, 2023, we repurchased 1,230 Hilli Common Units, held by our former affiliate, Golar LNG Partners LP (“Golar Partners”) from NFE in exchange for cash consideration of $100.0 million, our 4.1 million Class A common shares of NFE (“NFE Shares”) with a fair value of $116.9 million and our assumption of distribution rights to these 1,230 Hilli Common Units for the period from January 1, 2023 to March 15, 2023 (which NFE waived) with a fair value of $3.9 million (the “2023 Hilli Buyback”). The 2023 Hilli Buyback was considered an equity transaction and resulted in a loss of $251.2 million in equity.
•On December 23, 2024, we repurchased all remaining non-controlling interest in Hilli LLC, acquiring 134 Hilli Common Units, 268 Series A Special Units and 268 Series B Special Units from affiliates of Seatrium Limited (“Seatrium”, formerly known as Keppel Shipyard Limited) and Black & Veatch Corporation (“B&V”) for a cash consideration of $59.9 million and our assumption of distribution rights to these units for the period from October 1, 2024 to December 23, 2024 (which Seatrium and B&V waived) with a fair value of $2.4 million (the “2024 Hilli Buyback”). The 2024 Hilli Buyback was considered an equity transaction and resulted in a gain of $1.9 million in equity.
•Following our 100% ownership of Hilli LLC, the entity ceased to be a VIE but we continue to consolidate as a voting interest entity.
In April 2019, Gimi MS Corporation (“Gimi MS”) entered into a subscription agreement with First FLNG Holdings ("FFH"), a wholly-owned subsidiary of Keppel Asia Infrastructure Fund, for a 30% share of the FLNG Gimi (the “Subscription Agreement”). Gimi MS was established to construct, own and operate the FLNG Gimi, while FFH subscribed to 30% of Gimi MS's common share capital, equivalent to 30% of the estimated project cost.
Concurrent with the closing of the sale of the common shares, we determined that (i) Gimi MS is a VIE and (ii) we are the primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Gimi. Thus, Gimi MS continues to be consolidated into our financial statements.
Summarized financial information of Gimi MS
The balances of Gimi MS are consolidated within our consolidated financial statements. The revenues associated with the FLNG Gimi are reflected within our FLNG segment and primarily comprise of sales-type lease revenue and vessel management fees and other revenues under the FLNG segment (note 6 and 7).
The assets and liabilities of Gimi MS that most significantly impacted our consolidated balance sheet as of December 31, 2025 and 2024, are as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| Balance sheet |
|
|
| Current assets |
242,722 |
|
139,911 |
|
| Non-current assets |
1,643,366 |
|
1,795,646 |
|
| Current liabilities |
(112,743) |
|
(186,149) |
|
| Non-current liabilities |
(1,146,546) |
|
(602,819) |
|
The following cash flow items represent the most significant impacts of Gimi MS on our consolidated statement of cash flows, for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
2023 |
| Statement of cash flows |
|
|
|
| Additions to asset under development |
201,701 |
|
204,997 |
|
308,093 |
|
| Financing costs paid |
(19,522) |
|
(1,251) |
|
(1,780) |
|
| Proceeds from long-term debt |
1,200,000 |
|
70,000 |
|
95,000 |
|
| Repayments of long-term debt |
(670,833) |
|
(29,167) |
|
— |
|
| Proceeds from subscription of equity interest |
21,020 |
|
45,206 |
|
80,021 |
|
| Cash dividends paid |
(675,000) |
|
— |
|
— |
|
In January 2025, our LNG carrier Fuji LNG completed its final cargo delivery under a short-term contract and entered the shipyard in early February 2025 to begin conversion into a MKII FLNG. In the first quarter of 2025, we also finalized the sale of our remaining LNG carrier, the Golar Arctic. These key milestones marked our exit from shipping operations and accordingly, we no longer classify Shipping as a reportable segment. All associated legacy shipping activities have been included within the broader Corporate and other segment, with retrospective effect.
We have identified two distinct services that constitute our reportable segments: “FLNG” and “Corporate and other.” Our key performance indicator is Adjusted EBITDA. These segments are distinguishable components of our business, each engaging in revenue-generating activities, incurring expenses, and facing unique risks and rewards. Our operating segments align with our reportable segments. Our Board of Directors (the “Board”) serves as our chief operating decision maker (“CODM”) and is responsible for allocating resources to and evaluating the performance of each operating segment based on Adjusted EBITDA.
Reconciliations of net income/(loss) to Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
2023 |
Net income/(loss) |
112,576 |
|
80,793 |
|
(2,850) |
|
| Income tax expense/(benefit) |
4,307 |
|
(18) |
|
1,870 |
|
| Income/(loss) before income taxes |
116,883 |
|
80,775 |
|
(980) |
|
| Depreciation and amortization |
49,255 |
|
53,526 |
|
50,294 |
|
| Impairment of long-lived assets (note 17) |
— |
|
22,933 |
|
5,021 |
|
| Unrealized loss on oil and gas derivative instruments, net (note 8) |
93,102 |
|
101,862 |
|
284,658 |
|
Realized and unrealized MTM loss on our investment in listed equity securities (note 9) |
— |
|
— |
|
62,308 |
|
| Other non-operating (income)/loss, net (note 9) |
(29,981) |
|
7,000 |
|
(9,823) |
|
| Interest income |
(34,577) |
|
(37,350) |
|
(46,061) |
|
| Interest expense, net |
32,925 |
|
— |
|
— |
|
| Losses/(gains) on derivative instruments, net (note 10) |
7,822 |
|
(65) |
|
7,227 |
|
| Other financial items, net (note 10) |
15,578 |
|
4,317 |
|
900 |
|
| Net (income)/loss from equity method investments (note 15) |
(8,928) |
|
7,502 |
|
2,520 |
|
| Net income from discontinued operations |
— |
|
— |
|
(293) |
|
Sales-type lease receivable in excess of interest income (7) |
22,536 |
|
— |
|
— |
|
| Adjusted EBITDA |
264,615 |
|
240,500 |
|
355,771 |
|
Our two distinct reportable and operating segments are as follows:
•FLNG – includes the operations of FLNG vessels and projects. We convert LNG carriers into FLNG vessels or build new FLNG vessels and subsequently contract them to third parties. We currently have two operational FLNGs, the FLNG Hilli and the FLNG Gimi. We also have one FLNG undergoing conversion, the MKII FLNG (note 17).
•Corporate and other – includes our legacy shipping segment activities, vessel management, floating storage and regasification unit (“FSRU”) services for third parties, LNG carrier transportation operations, administrative services to affiliates and third parties, our corporate overhead costs and other strategic investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2025 |
|
|
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
Total Segment Reporting |
Elimination |
Consolidated Reporting |
| Statement of Operations: |
|
|
|
|
|
|
| Liquefaction services revenue |
226,794 |
|
— |
|
|
226,794 |
|
— |
|
226,794 |
|
| Sales-type lease revenue |
91,461 |
|
— |
|
|
91,461 |
|
— |
|
91,461 |
|
| Vessel management fees and other revenues |
48,469 |
|
25,922 |
|
|
74,391 |
|
— |
|
74,391 |
|
| Time and voyage charter revenues |
— |
|
876 |
|
|
876 |
|
— |
|
876 |
|
| Total operating revenues |
366,724 |
|
26,798 |
|
|
393,522 |
|
— |
|
393,522 |
|
Vessel operating expenses (2) |
(127,924) |
|
(31,970) |
|
|
(159,894) |
|
— |
|
(159,894) |
|
|
|
|
|
|
|
|
Administrative expenses (3) |
(844) |
|
(28,750) |
|
|
(29,594) |
|
— |
|
(29,594) |
|
Project development expenses (4) |
(15,306) |
|
(3,925) |
|
|
(19,231) |
|
— |
|
(19,231) |
|
| Realized gain on oil and gas derivative instruments (note 8) |
62,890 |
|
— |
|
|
62,890 |
|
— |
|
62,890 |
|
Other operating income/(loss) (5) (6) |
2,143 |
|
(7,757) |
|
|
(5,614) |
|
— |
|
(5,614) |
|
Sales-type lease receivable in excess of interest income (7) |
22,536 |
|
— |
|
|
22,536 |
|
(22,536) |
|
— |
|
| Adjusted EBITDA |
310,219 |
|
(45,604) |
|
|
264,615 |
|
(22,536) |
|
242,079 |
|
|
|
|
|
|
|
— |
|
| Net (loss)/income from equity method investments (note 15) |
(696) |
|
9,624 |
|
|
8,928 |
|
— |
|
8,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet: |
December 31, 2025 |
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
Total |
|
|
Total assets (8) |
4,197,705 |
|
1,127,896 |
|
|
5,325,601 |
|
|
|
| Equity method investments (note 15) |
29,426 |
|
15,585 |
|
|
45,011 |
|
|
|
| Capital expenditures (note 16, 17 and 18) |
752,530 |
|
203 |
|
|
752,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2024 |
|
|
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
Total Segment Reporting |
Elimination |
Consolidated Reporting |
| Statement of Operations: |
|
|
|
|
|
|
| Liquefaction services revenue |
224,959 |
|
— |
|
|
224,959 |
|
— |
|
224,959 |
|
|
|
|
|
|
|
|
| Vessel management fees and other revenues |
— |
|
23,067 |
|
|
23,067 |
|
— |
|
23,067 |
|
| Time and voyage charter revenues |
— |
|
12,346 |
|
|
12,346 |
|
— |
|
12,346 |
|
Total operating revenues |
224,959 |
|
35,413 |
|
|
260,372 |
|
— |
|
260,372 |
|
Vessel operating expenses (2) |
(82,284) |
|
(39,299) |
|
|
(121,583) |
|
— |
|
(121,583) |
|
|
|
|
|
|
|
|
Administrative expenses (3) |
(1,269) |
|
(26,236) |
|
|
(27,505) |
|
— |
|
(27,505) |
|
Project development expenses (4) |
(7,258) |
|
(5,083) |
|
|
(12,341) |
|
— |
|
(12,341) |
|
| Realized gain on oil and gas derivative instruments (note 8) |
141,088 |
|
— |
|
|
141,088 |
|
— |
|
141,088 |
|
| Other operating income |
469 |
|
— |
|
|
469 |
|
— |
|
469 |
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
275,705 |
|
(35,205) |
|
|
240,500 |
|
— |
|
240,500 |
|
|
|
|
|
|
|
|
| Net loss from equity method investments (note 15) |
— |
|
(7,502) |
|
|
(7,502) |
|
— |
|
(7,502) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet: |
December 31, 2024 |
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
Total |
Total assets (8) |
3,623,417 |
|
744,260 |
|
|
4,367,677 |
|
| Equity method investments (note 15) |
— |
|
43,665 |
|
|
43,665 |
|
| Capital expenditures (note 16, 17 and 18) |
529,263 |
|
69,218 |
|
|
598,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2023 |
|
|
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
Total Segment Reporting |
Elimination |
Consolidated Reporting |
| Statement of Operations: |
|
|
|
|
|
|
| Liquefaction services revenue |
245,418 |
|
— |
|
|
245,418 |
|
— |
|
245,418 |
|
|
|
|
|
|
|
|
| Vessel management fees and other revenues |
— |
|
35,086 |
|
|
35,086 |
|
— |
|
35,086 |
|
| Time and voyage charter revenues |
— |
|
17,925 |
|
|
17,925 |
|
— |
|
17,925 |
|
| Total operating revenues |
245,418 |
|
53,011 |
|
|
298,429 |
|
— |
|
298,429 |
|
Vessel operating expenses (2) |
(66,331) |
|
(27,001) |
|
|
(93,332) |
|
— |
|
(93,332) |
|
|
|
|
|
|
|
|
Administrative expenses (3) |
(417) |
|
(33,045) |
|
|
(33,462) |
|
— |
|
(33,462) |
|
Project development expenses (4) |
(4,151) |
|
(34,979) |
|
|
(39,130) |
|
— |
|
(39,130) |
|
| Realized gain on oil and gas derivative instruments (note 8) |
199,907 |
|
— |
|
|
199,907 |
|
— |
|
199,907 |
|
| Other operating income |
15,542 |
|
7,817 |
|
|
23,359 |
|
— |
|
23,359 |
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
389,968 |
|
(34,197) |
|
|
355,771 |
|
— |
|
355,771 |
|
|
|
|
|
|
|
|
| Net loss from equity method investments (note 15) |
— |
|
(2,520) |
|
|
(2,520) |
|
— |
|
(2,520) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet: |
December 31, 2023 |
|
|
| (in thousands of $) |
FLNG |
Corporate and other (1) |
|
|
|
Total |
| Total assets |
3,160,457 |
|
923,530 |
|
|
|
|
4,083,987 |
|
Equity method investments |
— |
|
53,982 |
|
|
|
|
53,982 |
|
Capital expenditures |
568,485 |
|
12,898 |
|
|
|
|
581,383 |
|
(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue.
(2) Includes crew, repairs and maintenance, spares, stores and consumables and insurance costs. In the first quarter of 2025, we no longer classify Shipping as a reportable segment. Accordingly, voyage, charterhire and commission expenses have been reclassified to vessel operating expenses for all periods presented. In relation to our vessel operation and maintenance services, we may arrange for goods or services to be provided on behalf of the customer, amounts relating to these arrangements are presented on a net basis in accordance with ASC 606.
(3) Includes employee compensation and benefits, audit and accounting fees, legal fees and other corporate costs, which are managed centrally under our “Corporate and other” segment.
(4) Includes costs incurred for early-stage development activities, feasibility studies, and business development efforts for projects not yet at FID stage. In 2025, we entered into Front-End Engineering Design (“FEED”) studies for the development of a Mark III FLNG unit and a Mark I three-train FLNG unit.
(5) In the first quarter of 2025, we completed the sale of our remaining LNG carrier, the Golar Arctic including its unused fuel onboard for a net consideration of $24.8 million resulting in a loss on disposal of $0.5 million recognized in “Other operating (loss)/income” in the consolidated statement of operations (note 17).
(6) During the year ended December 31, 2025, Higas Holdings Limited (“Higas”) entered into a financial restructuring process pursuant to Article 56 of the Italian Business Crisis and Insolvency Code which required the implementation of a recapitalization plan. To enhance the equity position of Higas, together with the other shareholders, we waived our proportionate shareholder loan principal amounting to $7.1 million and this is recognized in “Other operating (loss)/income”, presented within the "Corporate and other" segment (note 26).
(7) Amounts recognized as revenue is analogous to the interest income component earned, while the principal amortization is treated as a reduction to the lease receivable balance presented in “Net investment in sales-type lease” in the consolidated balance sheet. "Sales-type lease receivable in excess of interest income" represents the lease receivable principal amortization component of the total amounts invoiced under the FLNG Gimi sales-type lease which commenced in June 2025. We included the total invoiced amounts comprising of both interest income and principal repayment in our FLNG Adjusted EBITDA to reflect the total cash earnings and economic performance of the FLNG Gimi (note 7.2). This amount is eliminated from the consolidated statements of operations in accordance with U.S. GAAP.
(8) In March 2024, we acquired the Fuji LNG, the donor vessel for MKII FLNG for $77.5 million and consequently the deposit of $15.5 million was reclassified from “Other non-current assets” to “Vessels and equipment, net”. Upon completion of the acquisition, the vessel's cost, drydocking expenditures and operational cost incurred during the year were presented under the “Corporate and other” segment (reflecting the retrospective merger of the “Shipping” segment into “Corporate and other”) as she was trading as an LNG carrier. On February 14, 2025, upon completion of its trading as an LNG carrier and arrival at CIMC’s yard for conversion, the net book value of the Fuji LNG of $76.3 million was reclassified from “Vessels and equipment, net” to “Assets under development” (note 16) in the FLNG segment.
Revenues from major customers
For the years ended December 31, 2025, 2024 and 2023, the following customers accounted for over 10% of our total operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $ and as a % of total operating revenues) |
2025 |
2024 |
2023 |
Perenco and SNH (1) |
226,794 |
|
58 |
% |
224,959 |
|
86 |
% |
245,418 |
|
82 |
% |
bp (2) |
139,930 |
|
36 |
% |
— |
|
— |
% |
— |
|
— |
% |
(1) LTA with Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”), (together, the “Customer”) in relation to the FLNG Hilli (note 7).
(2) LOA with BP Mauritania Investments Limited, a subsidiary of BP p.l.c. (“bp”) in relation to the FLNG Gimi (note 7).
Geographic data
The following geographical data presents our revenues and total assets associated with the FLNG Hilli and FLNG Gimi:
The following presents our revenues by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Cameroon |
226,794 |
|
224,959 |
|
245,418 |
|
| Mauritania and Senegal |
139,930 |
|
— |
|
— |
|
| Total revenues |
366,724 |
|
224,959 |
|
245,418 |
|
The following presents the net book value of our FLNG assets by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Cameroon |
1,024,861 |
|
1,168,629 |
|
1,256,193 |
|
Mauritania and Senegal(1) |
1,886,088 |
|
— |
|
— |
|
| Total assets |
2,910,949 |
|
1,168,629 |
|
1,256,193 |
|
(1) Represents the net investment in sales-type lease associated with FLNG Gimi following derecognition of the vessel’s carrying value at COD and recognition of the sales-type lease.
Our CODM does not evaluate our operating segments according to geographical region or by asset.
The following table presents our revenue during the years ended December 31, 2025, 2024 and 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Liquefaction services revenue (note 7.1) |
226,794 |
|
224,959 |
|
245,418 |
|
| Sales-type lease revenue (note 7.2) |
91,461 |
|
— |
|
— |
|
| Vessel management fees and other revenues (note 7.1) |
74,391 |
|
23,067 |
|
35,086 |
|
| Time and voyage charter revenues (note 7.2) |
876 |
|
12,346 |
|
17,925 |
|
| Total operating revenues |
393,522 |
|
260,372 |
|
298,429 |
|
7.1 Revenue from contracts with customers
The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2025, 2024 and 2023. Revenue from liquefaction services is included within the “FLNG” segment. Vessel management fees and other revenues are included within both the “FLNG” and “Corporate and other” segments, depending on the nature of the service provided.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Base tolling fee (1) |
204,501 |
|
204,501 |
|
204,501 |
|
Amortization of Day 1 gains (2) |
12,541 |
|
12,575 |
|
12,541 |
|
Incremental base tolling fee (3) |
5,000 |
|
5,000 |
|
5,000 |
|
Amortization of deferred commissioning period revenue (4) |
4,120 |
|
4,131 |
|
4,120 |
|
Overproduction (5) |
371 |
|
102 |
|
20,129 |
|
Other (6) |
261 |
|
(1,350) |
|
(873) |
|
Liquefaction services revenue |
226,794 |
|
224,959 |
|
245,418 |
|
|
|
|
|
FLNG Operation and Maintenance Agreement (“O&M”) service revenue(7) |
46,029 |
|
— |
|
— |
|
Management fees revenue (8) |
25,463 |
|
22,632 |
|
20,983 |
|
Amortization of deferred pre-COD cash flows (9) |
1,026 |
|
— |
|
— |
|
Service revenue (10) |
— |
|
— |
|
13,798 |
|
| Other |
1,873 |
|
435 |
|
305 |
|
Vessel management fees and other revenues |
74,391 |
|
23,067 |
|
35,086 |
|
(1) The FLNG Hilli's LTA bills at a base rate when the oil price is at or below $60 per barrel, with an increased rate when price exceed $60 per barrel. The oil price above the base rate is recognized as a derivative and included in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in the consolidated statements of operations (note 8).
(2) Day 1 gains was recognized on the initial recognition of the FLNG Hilli’s oil derivative instrument embedded in the LTA and the FLNG Hilli's gas derivative instruments pursuant to the third amendment to the LTA (“LTA Amendment 3”) (note 21 and 22). These amounts were deferred on initial recognition and amortized evenly over the contract term.
(3) In July 2021, we entered into LTA Amendment 3 to increase the FLNG Hilli's annual contracted capacity by 0.2 million tonnes for 2022. In July 2022, the Customer exercised its option for an additional 0.2 million tonnes (out of 0.4 million tonnes) from January 2023 until the end of the LTA term, increasing the annual base capacity to 1.4 million tonnes. The tolling fee is linked to TTF and the Euro/U.S. Dollar foreign exchange movements. The contractual floor rate is recognized in “Liquefaction services revenue” and the tolling fee above the contractual floor rate is recognized as a derivative in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in the consolidated statements of operations (note 8).
(4) Customer billing during the commissioning period of the FLNG Hilli, prior to vessel acceptance and commencement of the LTA was deferred (note 21 and 22) and recognized evenly over the LTA term.
(5) In March 2021, we entered into the second amendment to the LTA, changing the contract term from a fixed capacity of 500.0 billion cubic feet to a fixed term ending on July 18, 2026 (“LTA Amendment 2”). This amendment also permits billing adjustments for production variances commencing in 2019. Overproduction is invoiced at the end of each contract year, while underutilization (which is capped per contract year) is a reduction against our final invoice to the Customer at the end of the LTA term.
Pursuant to the fourth amendment to the LTA, the contracted capacity for 2023 increased by 0.04 million tonnes (from 1.4 million tonnes to 1.44 million tonnes) by incorporating 2022 underutilization into 2023 LNG production. The increased production target was met, releasing the 2022 underutilization liability of $35.8 million to our consolidated statement of operations in 2023, of which $20.1 million is recognized in “Liquefaction services revenue” and $15.7 million is recognized in “Other operating income”.
(6) “Other” includes accrued demurrage cost recognized in the period during which the production delay occurred and the unwinding of deferred liquidated damages incurred prior to the contract commencement.
(7) The FLNG Gimi's LOA contains both a lease component (the use of the FLNG Gimi) and a non-lease component (the O&M services). The total contract consideration is allocated between the lease and non-lease components based on their relative stand-alone selling prices determined at commencement date of the LOA. The non-lease component is recognized over time as the O&M services are performed, based on the pattern of services provided during each billing period in accordance with the LOA.
(8) Comprised of revenue earned from various vessel management, administrative and vessel operation and maintenance services which we provide to external customers.
(9) In August 2024, we and bp agreed to a series of pre-COD payments to address project delays and align on commissioning milestones. Following COD in June 2025, the non-lease component of the pre-COD cash flows amounting to $36.8 million was deferred and classified within “Other current liabilities” and “Other non-current liabilities” on our consolidated balance sheet (notes 21 and 22) which will be recognized as revenue evenly over the duration of the LOA consistent with the timing of the related O&M services.
(10) In August 2022, we entered into a development agreement with Snam to provide drydocking, site commissioning and hook-up services for the Italis LNG (formerly known as Golar Tundra), which Snam acquired from us in May 2022. The development agreement was completed in May 2023 and services revenue of $13.8 million was recognized for the year ended December 31,2023.
Contract Assets and Liabilities
The following table represents our contract assets and liabilities balances as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
December 31, |
| (in thousands of $) |
2025 |
2024 |
Contract asset (1) |
26,406 |
|
19,696 |
|
|
|
|
| Current deferred revenue |
(4,090) |
|
(4,220) |
|
| Non-current deferred revenue |
(34,046) |
|
(2,145) |
|
Total contract liabilities (2) |
(38,136) |
|
(6,365) |
|
The movement of our contract liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
2025 |
2024 |
| Opening contract liabilities balance |
(6,365) |
|
(10,496) |
|
| Deferral of revenue |
(38,667) |
|
— |
|
Recognition of deferred revenue (3) |
6,896 |
|
4,131 |
|
Closing contract liabilities balance(2) |
(38,136) |
|
(6,365) |
|
(1) Contract assets arise when the Company recognizes revenue for services rendered prior to billing to customers. This balance primarily relates to liquefaction services revenue under LTA and O&M services related to the LOA, as well various vessel management, operational support and administrative services.
(2) As of December 31, 2025, “Total contract liabilities” are comprised of:
•deferred pre-COD cash flows in relation to the FLNG Gimi LOA amounting to $35.9 million (2024: $nil) (note 21 and 22). We expect to recognize revenue evenly over the remaining LOA contract term of 19.4 years; and
•deferred commissioning revenue in relation to the FLNG Hilli of $2.2 million (2024: $6.4 million) (note 21 and 22). We expect to recognize liquefaction services revenue related to the partially unsatisfied performance obligation at the reporting date evenly over the remaining LTA contract term of 0.6 years.
(3) Includes the unwinding of deferred commissioning revenue in relation to the FLNG Hilli and FLNG Gimi's deferred pre-COD cash flows of $4.1 million (2024: $4.1 million) and $1.0 million (2024: $nil).
7.2 Lease revenues
Our lease revenue includes income from both sales-type leases and operating leases based on the classification of each contract at lease commencement.
7.2.1 FLNG Gimi Sales-type lease
On June 12, 2025, the FLNG Gimi achieved COD, triggering the commencement of the 20-year lease term with bp under the LOA. On lease commencement, the FLNG Gimi asset under development carrying value of $1,823.7 million (note 16) and the lease component of the net pre-COD cash flow of $86.1 million (note 21) previously recognized under other current liabilities were derecognized and a corresponding “Net investment in sales-type lease” of $1,767.5 million was recognized on the consolidated balance sheet. The Net investment in sales-type lease comprised of the present value of expected lease payments and the unguaranteed residual value of the FLNG Gimi at the end of the LOA term. The deemed sale of the FLNG Gimi resulted in a $30.0 million gain, presented in “Other non-operating income” on the consolidated statement of operations for the year ended December 31, 2025.
7.2.2 Time and voyage charter revenues
We also generate lease revenue from our legacy time and voyage charter arrangements which qualify as operating leases. These are recognized on a straight-line basis over the lease term or as the service is rendered, depending on the specific terms of each charter.
In 2025, following the entry of the Fuji LNG into the shipyard for its conversion into a MKII FLNG and the sale of the Golar Arctic, we no longer have vessels generating operating lease revenues from time or voyage charters, nor do we have contractual future minimum lease revenue.
The following table presents a disaggregation of lease revenues during the years ended December 31, 2025, 2024 and 2023. Sales-type lease revenue is included under our “FLNG” segment while time and voyage charter revenues are under our “Corporate and other” segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Sales-type lease revenue (1) |
62,724 |
|
— |
|
— |
|
Variable sales-type lease revenue (2) |
23,335 |
|
— |
|
— |
|
Accretion of unguaranteed residual value (3) |
3,296 |
|
— |
|
— |
|
|
|
|
|
Other (4) |
2,106 |
|
— |
|
— |
|
| Sales-type lease revenue |
91,461 |
|
— |
|
— |
|
|
|
|
|
Operating lease revenue |
596 |
|
9,597 |
|
16,843 |
|
Variable operating lease revenue (5) |
280 |
|
2,749 |
|
1,082 |
|
Time and voyage charter revenues |
876 |
|
12,346 |
|
17,925 |
|
(1) Relates to the interest income recognized on the net investment in the sales-type lease for FLNG Gimi, calculated using the rate implicit in the lease.
(2) Comprised of variable consideration of the lease including overproduction, underutilization, and other operational adjustments invoiced during the period. Variable lease revenue fluctuates period to period depending on vessel availability and performance.
(3) Relates to the periodic accretion in the present value of the unguaranteed residual value of FLNG Gimi, recognized over the lease term using the effective interest method.
(4) “Other” includes taxes that are reimbursable by lessee under the LOA and accrued demurrage costs recognized in the period during which production delays attributable to us occurred.
(5) Comprised of variable consideration of the lease including ballast and positioning bonus, which are excluded from lease payments that comprise of the minimum contractual future revenues from non-cancellable operating leases.
Maturity analysis of the Net investment in sales-type lease
The minimum future revenues included below are based on the fixed components and do not include variable or contingent revenue.
Pursuant to the LOA, bp holds certain termination rights that are subject to defined conditions and are not unilateral. Based on management’s assessment of the contractual framework and current commercial and operational circumstances, it is not reasonably expected that these termination rights will be exercised. Accordingly, the lease term has been determined to be 20 years, and the maturity analysis has been prepared on that basis.
|
|
|
|
|
|
| (in thousands of $) |
|
| 2026 |
152,281 |
|
| 2027 |
153,300 |
|
| 2028 |
153,720 |
|
2029 |
153,300 |
|
| 2030 |
153,300 |
|
| 2031 and thereafter |
2,216,340 |
|
| Total minimum lease receivable |
2,982,241 |
|
| Unguaranteed residual value |
332,400 |
|
| Gross investment in sales-type lease |
3,314,641 |
|
| Less: unearned interest income |
(1,566,360) |
|
|
|
Net investment in sales-type lease as of December 31, 2025 (1) |
1,748,281 |
|
| Less: current portion of net investment in sales-type lease |
(146,829) |
|
| Non-current portion of net investment in sales-type lease |
1,601,452 |
|
(1) Our net investment in sales-type lease includes an unguaranteed residual value which exposes us to residual value risk at the end of the lease term. We manage this risk through periodic monitoring of the underlying asset’s estimated market value, including reference to independent broker valuations. As of December 31, 2025, the market value of the underlying asset exceeded the carrying value of net investment in sales-type lease. In addition, the vessel is covered by customary insurance which further mitigates our exposure to residual asset risk.
7.3 Operating lease expense
We lease certain office premises under operating lease. Certain of these lease agreements include options to renew. We will include these renewal options when we are reasonably certain that we will exercise the option at our discretion. Certain leases include renewal or termination options; however, based on management’s assessment of the contractual terms and current circumstances, it is not reasonably expected that these options will be exercised and therefore they are not included in the measurement of the related right-of-use assets and lease liabilities.
Variable lease cost comprise of service charges related to our usage of office premises.
The components of operating lease cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Operating lease cost |
3,442 |
|
1,675 |
|
2,335 |
|
Variable lease cost (1) |
335 |
|
463 |
|
309 |
|
Total operating lease cost (2) |
3,777 |
|
2,138 |
|
2,644 |
|
(1) “Variable lease cost” is excluded from lease payments that comprise of the operating lease liability.
(2) Total operating lease cost is included in the consolidated statement of operations line-items “Vessel operating expenses” and “Administrative expenses”.
As of December 31, 2025 and 2024 the right-of-use assets recognized by Golar as a lessee in various operating leases amounted to $6.2 million and $6.8 million, respectively (note 18). The weighted average remaining lease term for our operating leases is 3.6 years (2024: 4.4 years). Our weighted-average discount rate applied for most of our operating leases is 5.8% (2024: 5.5%).
The maturity of our lease liabilities is as follows:
|
|
|
|
|
|
| Year ending December 31 |
|
| (in thousands of $) |
|
| 2026 |
1,978 |
|
| 2027 |
2,100 |
|
| 2028 |
1,129 |
|
| 2029 |
1,181 |
|
| 2030 and thereafter |
285 |
|
| Total minimum lease payments |
6,673 |
|
|
|
|
|
|
|
| 8. |
REALIZED AND UNREALIZED (LOSS)/GAIN ON OIL AND GAS DERIVATIVE INSTRUMENTS |
The realized and unrealized gain/(loss) on the oil and gas derivative instruments is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Year ended December 31, |
|
2025 |
2024 |
2023 |
Realized gain on FLNG Hilli’s oil derivative instrument |
34,051 |
|
68,700 |
|
73,120 |
|
Realized gain on FLNG Hilli’s gas derivative instrument |
28,839 |
|
22,950 |
|
39,232 |
|
Realized MTM adjustment on commodity swap derivatives (1) |
— |
|
49,438 |
|
87,555 |
|
Realized gain on oil and gas derivative instruments, net |
62,890 |
|
141,088 |
|
199,907 |
|
|
|
|
|
Unrealized loss on FLNG Hilli’s oil derivative instrument (note 14 and 18) |
(55,428) |
|
(47,272) |
|
(76,847) |
|
Unrealized loss on FLNG Hilli’s gas derivative instrument (note 14 and 18) |
(37,674) |
|
(6,511) |
|
(142,521) |
|
Unrealized MTM adjustment for commodity swap derivatives (1) |
— |
|
(48,079) |
|
(65,290) |
|
| Unrealized loss on oil and gas derivative instruments, net |
(93,102) |
|
(101,862) |
|
(284,658) |
|
|
|
|
|
Realized and unrealized (loss)/gain on oil and gas derivative instruments (note 25) |
(30,212) |
|
39,226 |
|
(84,751) |
|
(1) The commodity swaps entered into to hedge our exposure to the Dutch Title Transfer Facility (“TTF”) linked earnings on the FLNG Hilli matured during the year ended December 31, 2024. We have not entered into new commodity swaps during the year ended December 31, 2025.
The realized gain on oil and gas derivative instruments results from monthly billings above the FLNG Hilli base tolling fee and the incremental capacity increase pursuant to LTA amendments, whereas the unrealized loss on oil and gas derivative instruments results from movements in forecasted oil and natural gas prices and Euro/U.S. Dollar exchange rates.
|
|
|
|
|
|
| 9. |
OTHER NON-OPERATING INCOME/(LOSS) |
Other non-operating income/(loss) is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
| (in thousands of $) |
2025 |
2024 |
2023 |
|
|
Gain on deemed sale of FLNG Gimi (note 7.2.1) |
29,981 |
|
— |
— |
|
|
|
Realized and unrealized MTM losses on our investment in listed equity securities (1) |
— |
|
— |
|
(62,308) |
|
|
|
| Dividend income from our investment in listed equity securities |
— |
|
— |
|
9,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others (2) |
— |
|
(7,000) |
|
— |
|
|
|
| Other non-operating income/(loss) |
29,981 |
|
(7,000) |
|
(52,485) |
|
|
|
(1) Relates to our previous equity holding in NFE. In 2023, we sold 1.2 million NFE Shares for an aggregate consideration of $45.6 million which resulted to $62.3 million realized MTM losses. On March 15, 2023, we disposed of our remaining 4.1 million NFE Shares as partial consideration for the repurchase of 1,230 Hilli common shares from NFE. Following these transactions, we no longer hold any listed equity securities.
(2) “Others” relates to payments to Seatrium in relation to Hilli's utilization bonus and termination fee on our historical and aborted third FLNG conversion main building contract.
|
|
|
|
|
|
| 10. |
(LOSSES)/GAINS ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET |
(Losses)/gains on derivative instruments, net is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Unrealized MTM adjustment for interest rate swap (“IRS”) derivatives |
(11,161) |
|
(5,971) |
|
(15,583) |
|
| Net interest income on undesignated IRS derivatives |
3,339 |
|
6,036 |
|
8,356 |
|
|
|
|
|
|
|
|
|
| (Losses)/gains on derivative instruments, net |
(7,822) |
|
65 |
|
(7,227) |
|
Other financial items, net is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Loss on debt extinguishment (1) |
(9,954) |
|
— |
|
— |
|
Financing arrangement fees and other related costs (2) |
(3,316) |
|
(5,157) |
|
(1,667) |
|
| Foreign exchange (loss)/gain on operations |
(1,716) |
|
205 |
|
(941) |
|
|
|
|
|
Amortization of debt guarantees (3) |
106 |
|
1,432 |
|
2,019 |
|
| Other |
(698) |
|
(797) |
|
(311) |
|
| Other financials items, net |
(15,578) |
|
(4,317) |
|
(900) |
|
(1) Loss on debt extinguishment relates to the $10.0 million write-off of unamortized deferred financing costs following the refinancing of the $700 million Gimi facility ahead of maturity (note 19). No similar costs were incurred for the years ended December 31, 2024 and 2023.
(2) Financing arrangement fees and other related costs for the years ended December 31, 2025 and 2024 included $2.4 million and $5.0 million , respectively, of financial charges incurred by the FLNG Hilli's lessor VIE. No similar costs were incurred for the year ended December 31, 2023.
(3) “Amortization of debt guarantees” relates to guarantee fees earned for the provision of charter guarantees related to our former equity method investment, Golar Partners, and debt guarantees for certain CoolCo’s sale and leaseback arrangements, all of which ended during the year ended December 31, 2024.
|
|
|
|
|
|
| 11. |
INCOME TAX (EXPENSE)/ BENEFIT |
In December 2023, the Financial Accounting Standards Board issued the ASU 2023-09, Improvements to Income Tax Disclosures. Golar adopted ASU 2023-09 effective January 1, 2025.
The components of income tax (expense)/benefit are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Current tax expense |
(3,620) |
|
(718) |
|
(521) |
|
Deferred tax (expense)/benefit |
(687) |
|
736 |
|
(1,349) |
|
Total income tax benefit/(expense) |
(4,307) |
|
18 |
|
(1,870) |
|
Golar is a Bermuda registered entity. The Group's income taxes for the years ended December 31, 2025, 2024 and 2023 differed from the amounts that would have been computed by applying the Bermuda statutory income tax rate of 0% as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Effect of Bermuda (Domestic) income tax rate |
— |
|
— |
|
— |
|
Effect of movement in deferred tax and prior period adjustment |
(687) |
|
736 |
|
(1,349) |
|
Effect of prior periods adjustment in current tax |
(80) |
|
(108) |
|
189 |
|
Effect of taxable income in foreign tax jurisdictions |
(3,540) |
|
(610) |
|
(710) |
|
Total income tax (expense)/benefit |
(4,307) |
|
18 |
|
(1,870) |
|
The table below presents income tax (expense)/benefit disaggregated by jurisdiction for the years ended December 31, 2025, 2024 and 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Domestic income tax expense |
— |
|
— |
|
— |
|
Mixed Tax Unit (1) |
(2,709) |
|
— |
|
— |
|
| UK |
(797) |
|
469 |
|
(1,592) |
|
| Norway |
(298) |
|
(331) |
|
(349) |
|
| Italy |
(435) |
|
— |
|
— |
|
| Croatia |
(59) |
|
(105) |
|
75 |
|
Others |
(9) |
|
(15) |
|
(4) |
|
| Foreign income tax (expense)/benefit |
(4,307) |
|
18 |
|
(1,870) |
|
Total income tax (expense)/benefit(2) |
(4,307) |
|
18 |
|
(1,870) |
|
(1) Senegal and Mauritania are considered a single tax jurisdiction due to the joint tax administration established for the GTA Project (the "Mixed Tax Unit"). The Mixed Tax Unit provides a unified tax and customs regime for the GTA Project that prevails over the domestic tax rules of each jurisdiction.
Net income from continuing operations before tax and income tax disaggregation
Net income from continuing operations before income tax expense/(benefit) and the related tax expense/(benefit) are disaggregated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Year ended December 31, |
|
2025 |
2024 |
2023 |
| (Loss)/income before income tax expense/(benefit): |
|
|
|
Domestic(2) |
(55,989) |
|
20,357 |
|
(42,332) |
|
| Foreign |
172,872 |
|
60,418 |
|
41,059 |
|
Income/(loss) before tax |
116,883 |
|
80,775 |
|
(1,273) |
|
|
|
|
|
| Income tax expense/(benefit): |
|
|
|
Domestic |
— |
|
— |
|
— |
|
State and federal |
— |
|
— |
|
— |
|
| Foreign |
4,307 |
|
(18) |
|
1,870 |
|
Total income tax expense/(benefit) |
4,307 |
|
(18) |
|
1,870 |
|
(2) Domestic losses for the years ended December 31, 2023 and 2025 relate primarily to: (i) realized MTM losses associated with our previous equity holding in NFE in 2023 (note 9) and (ii) increased corporate debt interest expense following issuance of the $575 million Convertible Bonds in June 2025 and the 2025 Senior Unsecured Notes in Oct (note 19).
Effective Income Tax Rate ("ETR") reconciliation
The income taxes for the years ended December 31, 2025, 2024, and 2023 differed from the amounts that would have been computed by applying the Bermuda statutory income tax rate of 0% as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
|
|
|
|
|
|
Category |
Year ended December 31, 2025 |
ETR % |
Year ended December 31, 2024 |
ETR % |
Year ended December 31, 2023 |
ETR % |
Tax computed at the Bermuda statutory rate (0%) |
— |
|
— |
% |
— |
|
— |
% |
— |
|
— |
% |
Foreign taxes at statutory rates other than Bermuda’s statutory rate(3): |
|
|
|
|
|
|
|
| Mixed Tax Unit |
2,709 |
|
2.3 |
% |
— |
|
— |
% |
— |
|
— |
% |
| UK |
797 |
|
0.7 |
% |
(469) |
|
(0.6) |
% |
1,592 |
|
— |
% |
| Norway |
298 |
|
0.3 |
% |
331 |
|
0.4 |
% |
349 |
|
— |
% |
| Italy |
435 |
|
0.4 |
% |
— |
|
— |
% |
— |
|
— |
% |
| Croatia |
59 |
|
0.1 |
% |
105 |
|
0.1 |
% |
(75) |
|
— |
% |
| Others |
9 |
|
— |
% |
15 |
|
— |
% |
4 |
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total income tax benefit/(expense) |
4,307 |
|
3.7 |
% |
(18) |
|
— |
% |
1,870 |
|
— |
% |
| Effective Tax Rate |
|
3.7 |
% |
|
— |
% |
|
— |
% |
(3) Foreign tax effects represent income taxes incurred in jurisdictions where the Group operates that have statutory tax rates different from the Bermuda statutory income tax rate of 0%.
Deferred taxes
The tax effects in the effective tax rate arise primarily from our taxable income from operations in the UK, Norway, the Mixed Tax Unit, Croatia and Italy.
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and pensions.
For the years ended December 31, 2025, 2024 and 2023, the deferred taxes related to our defined benefit pension plan were presented under “(Losses)/gains associated with pensions, net of tax” in the consolidated statement of comprehensive income, amounting to $0.6 million expense, $0.3 million benefit and $1.4 million expense, respectively.
As of December 31, 2025, we have a deferred tax asset of $0.2 million (2024: $0.1 million).
Income Taxes Paid
For the years ended December 31, 2025, 2024 and 2023, we did not pay any U.S. federal or state income taxes. Income taxes paid (net of refunds received) to individual foreign jurisdictions that were equal to or greater than 5% of total income taxes paid are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Year ended December 31, |
|
Category |
2025 |
|
2024 |
|
2023 |
|
Mixed Tax Unit (4) |
2,377 |
|
|
— |
|
|
— |
|
|
| UK |
271 |
|
|
303 |
|
|
148 |
|
|
| Norway |
333 |
|
|
326 |
|
|
186 |
|
|
| Italy |
250 |
|
|
— |
|
|
— |
|
|
| Croatia |
231 |
|
|
138 |
|
|
497 |
|
|
Others(5) |
— |
|
|
3 |
|
|
26 |
|
|
|
3,462 |
|
|
770 |
|
|
857 |
|
|
(4) Pursuant to the FLNG Gimi LOA, bp will indemnify us for taxes incurred in connection with the GTA Project, throughout the duration of the contract.
(5) Others comprise of jurisdictions that are each below the 5% disclosure threshold and therefore are not separately disaggregated.
Jurisdictions Open to Examinations
The earliest tax years that remain subject to examination by the major taxable jurisdictions in which we operate are as follows: 2024 (UK), 2023 (Cameroon, Italy, Brazil and the US) and 2021 (Croatia, Norway and the Mixed Tax Unit).
|
|
|
|
|
|
| 12. |
EARNINGS/(LOSS) PER SHARE |
Basic earnings/(loss) per share “EPS”/(“LPS”) is calculated with reference to the weighted average number of common shares outstanding during the year.
The components of the numerator for the calculation of basic and diluted EPS/(LPS) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
Net income/(loss) net of non-controlling interests - continuing operations - basic and diluted |
65,676 |
|
50,839 |
|
(47,086) |
|
| Net income net of non-controlling interests - discontinued operations - basic and diluted |
— |
|
— |
|
293 |
|
The components of the denominator for the calculation of basic and diluted EPS/(LPS) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands) |
2025 |
2024 |
2023 |
| Basic: |
|
|
|
| Weighted average number of common shares outstanding |
103,311 |
|
104,200 |
|
106,620 |
|
|
|
|
|
| Dilutive: |
|
|
|
Dilutive impact of share options and RSUs (1) |
1,117 |
|
1,068 |
|
— |
|
Dilutive impact of 2025 Convertible Bonds (2) |
5,066 |
|
— |
|
— |
|
| Weighted average number of common shares outstanding |
109,494 |
|
105,268 |
|
106,620 |
|
EPS/(LPS) per share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| |
2025 |
2024 |
2023 |
Basic EPS/(LPS) from continuing operations |
$ |
0.64 |
|
$ |
0.49 |
|
$ |
(0.44) |
|
Diluted EPS/(LPS) from continuing operations (1) |
$ |
0.60 |
|
$ |
0.48 |
|
$ |
(0.44) |
|
Basic and diluted EPS/(LPS) from discontinued operations |
— |
|
— |
|
— |
|
(1) The effects of stock awards have been excluded from the calculation of diluted EPS/LPS from continuing operations for the year ended December 31, 2023 because the effects were anti-dilutive.
(2) On June 30, 2025, we issued $575 million of 2.75% convertible senior unsecured notes (the “2025 Convertible Bonds”), maturing December 15, 2030. The initial conversion rate is 17.3834 common shares per $1,000 principal amount of the bonds, equivalent to conversion price of approximately $57.53 per common share. The time-weighted potential dilutive impact of the issuance using the if-converted method has been reflected above.
|
|
|
|
|
|
| 13. |
RESTRICTED CASH AND SHORT-TERM DEPOSITS |
Our restricted cash balances are as follows:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Restricted cash in relation to FLNG Gimi (1) |
38,424 |
|
58,107 |
|
Restricted cash relating to the LNG Hrvatska O&M Agreement (2) |
13,258 |
|
12,715 |
|
Restricted cash and short-term deposits held by lessor VIE (3) |
11,429 |
|
17,472 |
|
| Restricted cash relating to office lease |
1,085 |
|
949 |
|
Restricted cash in relation to FLNG Hilli (4) |
— |
|
60,955 |
|
|
|
|
|
|
|
|
|
|
| Total restricted cash and short-term deposits |
64,196 |
|
150,198 |
|
| Less: Amounts included in current restricted cash and short-term deposits |
(24,695) |
|
(75,579) |
|
| Long-term restricted cash |
39,501 |
|
74,619 |
|
(1) The restricted cash balance as of December 31, 2024 relates to amounts classified as restricted under the terms of the $700 million Gimi facility. Pre-commissioning contractual cash flows were required to be reserved and could only be used for debt service prior to achieving COD. These restrictions were lifted through a contractual release mechanism upon reaching COD in June 2025.
Following COD and the refinancing of the $700 million Gimi facility through drawdown of the $1.2 billion facility agreement in November 2025 (note 19), the restricted cash balance as of December 31, 2025 relates to the requirement to maintain a debt service reserve account for the duration of the facility term.
(2) In connection with the LNG Hrvatska O&M Agreement, we are required to maintain two performance guarantees, one in the amount of $10.7 million (€9.1 million) and one in the amount of $1.3 million, both of which will remain restricted, inclusive of accrued interest. In July 2025, we mutually agreed with LNG Hrvatska d.o.o. to terminate the O&M Agreement for the FSRU LNG Croatia. Pursuant to the deed of termination, the performance guarantees were discharged and the associated restricted cash was subsequently released in January 2026, with no further obligations thereafter.
(3) This is held by lessor VIE that we are required to consolidate under U.S. GAAP (note 5).
(4) In November 2015, we provided cash collateral to support a $400 million letter of credit (“LC”) issued by a financial institution as a performance guarantee under the LTA with Perenco and SNH. Over time, the LC and related cash collateral were subject to a stepped reduction based on the operational performance of FLNG Hilli. Although the cash collateral was originally expected to remain until the end of the LTA term, in June 2025, we agreed with the financial institution to release the cash collateral requirement under the LC.
There were no short-term investments for the years ended December 31, 2025 and 2024.
Other current assets consists of the following:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Gas derivative instrument (note 8 and 25) (1) |
9,478 |
|
— |
|
| Prepaid expenses |
8,684 |
|
2,939 |
|
| Interest receivable from money market deposits and bank accounts (note 25) |
3,353 |
|
2,053 |
|
|
|
|
|
|
|
Oil derivative instrument (note 8 and 25) (1) |
3,248 |
|
— |
|
| Inventories |
792 |
|
2,077 |
|
| Receivable from IRS derivatives |
269 |
|
1,745 |
|
| MTM asset on IRS derivatives (note 25) |
— |
|
422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (2) |
6,189 |
|
38,646 |
|
|
|
|
| Other current assets |
32,013 |
|
47,882 |
|
(1) As of December 31, 2025, balances related to the FLNG Hilli's LTA have been reclassified from “Other non-current assets” to “Other current assets” to reflect the LTA’s scheduled maturity in July 2026 (note 18).
(2) Included in “Other” as of December 31, 2025 and 2024 are receivables from bp in relation to pre-COD contractual cash flows of $nil and $31.6 million, respectively. Following the COD of FLNG Gimi, these receivables were reclassified from “Other current assets” to “Trade receivables”.
Also included in “Other” at December 31, 2024 was $2.4 million in waived dividends related to the acquisition of the FLNG Hilli non-controlling interest, which was unwound in February 2025.
|
|
|
|
|
|
| 15. |
EQUITY METHOD INVESTMENTS |
At December 31, 2025 and 2024, we have the following participation in investments that are recorded using the equity method:
|
|
|
|
|
|
|
|
|
| |
2025 |
2024 |
| Southern Energy S.A. (“SESA”) |
10.0 |
% |
— |
% |
Logística e Distribuição de Gás S.A. (“LOGAS”) |
58.0 |
% |
58.0 |
% |
Egyptian Company for Gas Services S.A.E (“ECGS”) |
50.0 |
% |
50.0 |
% |
Aqualung Carbon Capture AS (“Aqualung”) |
4.0 |
% |
4.4 |
% |
| NEUSA I S.A. (“Neusa”) |
50.0 |
% |
— |
% |
Higas Holdings Limited (“Higas”) |
25.0 |
% |
25.0 |
% |
Avenir LNG Limited (“Avenir”) |
— |
% |
23.4 |
% |
|
|
|
|
|
|
|
|
|
The carrying amounts of our equity method investments as of December 31, 2025 and 2024 are as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| SESA |
29,426 |
|
— |
|
| LOGAS |
7,562 |
|
7,183 |
|
| ECGS |
6,216 |
|
5,502 |
|
| Aqualung |
1,794 |
|
2,046 |
|
| Neusa |
13 |
|
— |
|
| Avenir |
— |
|
28,934 |
|
|
|
|
|
|
|
|
|
|
Total equity method investments |
45,011 |
|
43,665 |
|
The components of our equity method investments are as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| Balance as of January 1 |
43,665 |
|
53,982 |
|
| Additions |
30,134 |
|
3,948 |
|
| Net income/(loss) |
8,928 |
|
(4,668) |
|
Guarantees |
— |
|
(957) |
|
|
|
|
|
|
|
| Share of other comprehensive income/(loss) |
1,427 |
|
(579) |
|
Dividends |
— |
|
(456) |
|
| Net proceeds from disposals |
(39,143) |
|
(4,771) |
|
|
|
|
Impairment of equity method investment |
— |
|
(2,834) |
|
| Balance as of December 31 |
45,011 |
43,665 |
SESA
We entered into an agreement with a consortium of Argentinian gas producers to form SESA. The venture aims to develop and commercialize Argentina's domestic natural gas resources by building a FLNG export facility, using gas from the Vaca Muerta shale formation. Golar will provide the FLNG vessel and part fund the project, while the upstream partners will supply the gas, manage regulatory matters and also contribute additional capital.
During the year ended December 31, 2025, Golar contributed $30.1 million to SESA, securing a 10% equity interest. In addition to our ownership stake, we hold a representation on SESA's board of directors and the authority to appoint the Chief Operating Officer of SESA. Accordingly, we have determined that we exert significant influence over SESA and have adopted the equity method of accounting for our investment.
LOGAS
LOGAS is based in Brazil and provides services to businesses and local authorities including the distribution and transportation of compressed natural gas (“CNG”), compression and decompression, LNG storage and distribution, and the purchase and sale of natural gas. In October 2023, Macaw Brazil entered into an investment agreement to acquire a 58% ownership interest in LOGAS for BRL45.0 million (approximately $9.3 million), which completed in November 2023. Although we hold 58% majority voting interest, with the remaining 42% held by the non-controlling interest, the non-controlling shareholders retain substantive participating rights for as long as they hold at least 30% of LOGAS's voting shares. These rights prevent us from unilaterally directing the significant operating and financial decisions of LOGAS in the ordinary course of business. Accordingly, we have concluded that we do not control LOGAS but instead exercise significant influence over its operating and financial policies, and we account for our investment using the equity method.
On December 30, 2025, Macaw Brazil entered into a share purchase agreement (the “LOGAS SPA”) for the sale of our 58% interest in LOGAS for BRL55.0 million (approximately $10.0 million), subject to the satisfaction of customary closing conditions. The transaction is expected to close in the first half of 2026. Accordingly, we continued to account for our investment in LOGAS using the equity method.
ECGS
In December 2005, we entered into an agreement with the Egyptian Natural Gas Holding Company and HK Petroleum Services to establish a jointly owned company, ECGS, to develop operations in Egypt, particularly in hydrocarbon and LNG related areas. In March 2006, we acquired 0.5 million common shares in ECGS at a subscription price of $1.00 per share. This represents a 50% interest in the voting rights of ECGS and in December 2011, ECGS called up its remaining share capital amounting to $7.5 million. Of this, we paid $3.75 million to maintain our 50% equity interest. ECGS does not have quoted market price because the company is not publicly traded. As ECGS is jointly owned and operated, we have adopted the equity method of accounting for our 50% investment in ECGS, as we consider we have joint control.
Aqualung
Aqualung is an Oslo-based technology company that has developed and achieved proof of concept for a CO2 capture and separation membrane technology which may be used to reduce carbon emissions for future FLNG projects. In May 2022, we invested $2.4 million, securing a 4.6% equity interest. As of December 31, 2025 our ownership interest had been diluted to 4.0% following the issuance of shares under employee share-based compensation arrangements. Since August 2022, we were granted representation on the board and accordingly have adopted the equity method of accounting for our investment in Aqualung.
Avenir and Higas
Avenir pursues opportunities in small-scale LNG, including the delivery of LNG to areas of stranded gas demand, the development of LNG bunkering services and supply to the transportation sector. In October 2018, we invested $24.8 million for an initial 25% equity interest in Avenir. Our ownership interest was subsequently diluted following a private placement by Avenir, while our total investment increased to $42.75 million as a result of additional capital contributions.
In November 2024, Avenir divested its ownership of the LNG storage terminal in Sardinia, Italy, into a newly formed entity, Higas Holdings (“Higas”). The majority shareholders in Avenir subscribed shares in Higas as follows: 50% by Stolt-Nielsen and 25% each for Golar and Höegh Evi. To fund the subscription, Golar sold 3.6 million Avenir shares at $1.095 per share, recognizing a gain on partial disposal of $0.5 million which reduced our ownership in Avenir to 23.36%. In connection with the transaction, the Avenir revolving shareholder loan was novated to Higas under the same terms (note 26).
Given the continued uncertainties on the future cashflows from the inclusion of the Higas terminal within Sardinia's regulatory framework, we fully impaired our investment in Higas and recognized an impairment charge of $2.8 million at December 31, 2024.
In February 2025, we divested our remaining 39.1 million shares in Avenir with a carrying value of $28.8 million at $1.0 per share, recognizing a gain on disposal of $10.3 million, presented in “Net income/(loss) from equity method investments” in the consolidated statements of operations. Following the divestment, we no longer have significant influence over Avenir and ceased accounting for the investment under equity method (see note 26).
|
|
|
|
|
|
| 16. |
ASSETS UNDER DEVELOPMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
| (in thousands of $) |
FLNG Gimi |
MKII FLNG |
Total |
|
FLNG Gimi |
MKII FLNG |
Total |
Balance as of January 1, |
1,762,632 |
|
498,565 |
|
2,261,197 |
|
|
1,562,828 |
|
— |
|
1,562,828 |
|
| Transferred from other non-current assets |
— |
|
— |
|
— |
|
|
— |
|
255,289 |
|
255,289 |
|
| Transferred from vessels and equipment, net and other current assets |
— |
|
76,270 |
|
76,270 |
|
|
— |
|
— |
|
— |
|
| Additions |
65,381 |
|
596,711 |
|
662,092 |
|
|
109,130 |
|
238,079 |
|
347,209 |
|
| Interest costs capitalized |
38,816 |
|
56,583 |
|
95,399 |
|
|
90,674 |
|
5,197 |
|
95,871 |
|
Reimbursement of capital spares invoiced to bp at COD |
(43,152) |
|
— |
|
(43,152) |
|
|
— |
|
— |
|
— |
|
| Derecognition on commencement of sales-type lease (note 7) |
(1,823,677) |
|
— |
|
(1,823,677) |
|
|
— |
|
— |
|
— |
|
Balance as of December 31, |
— |
|
1,228,129 |
|
1,228,129 |
|
|
1,762,632 |
|
498,565 |
|
2,261,197 |
|
16.1. FLNG Gimi
In February 2019, Gimi MS entered into a LOA with bp, and our subsidiary Golar MS Operator S.A.R.L. The LOA provides for the construction and conversion of LNG carrier Gimi to an FLNG, commissioning and completing specified acceptance tests commencing on COD. FLNG Gimi arrived at the GTA Hub's operating boundary on January 10, 2024 and was securely moored to the Hub on February 20, 2024.
On June 12, 2025, FLNG Gimi achieved COD, resulting in the commencement of the 20-year LOA. In connection with the LOA, $43.2 million of capital spares and consumables procured during the conversion and commissioning of the FLNG Gimi, but not consumed, were invoiced to bp upon COD. This amount was recorded as a reduction to the asset under development prior to derecognition and reclassified to “Trade receivables” upon COD. Thereafter, we derecognized the FLNG Gimi asset under development of $1,823.7 million and recognized a net investment in a sales-type lease receivable (note 7).
Following COD, we will operate and maintain FLNG Gimi, making her capacity exclusively available for the liquefaction of natural gas from the GTA Project and offloading of LNG produced.
16.2 MKII FLNG
On September 17, 2024, Golar's Board approved the entry into an EPC agreement with CIMC for a MKII FLNG with an annual liquefaction capacity of 3.5 mtpa. Under the EPC agreement, B&V will provide its licensed PRICO® technology, perform detailed engineering and process design, specify and procure topside equipment and provide commissioning support for the FLNG topsides and liquefaction process, similar to B&V's role in the construction of Golar’s existing assets, the FLNG Hilli and FLNG Gimi.
The execution of the binding EPC agreement signifies that the MKII FLNG conversion is virtually certain. Consequently, all MKII FLNG costs of $255.3 million, previously classified as “Other non-current assets”, were reclassified to “Assets under development”, comprised of:
•$59.4 million and $109.8 million of project engineering costs and long lead items, respectively, as of December 31, 2023; and
•$86.1 million of project engineering costs and long lead items incurred from January 1, 2024 to September 17, 2024.
Costs incurred after this date have been presented as additions to the MKII FLNG asset under development.
On February 14, 2025, Fuji LNG, the donor vessel for the MKII FLNG, arrived at CIMC's yard for conversion. Concurrently, the net book value of the vessel of $76.3 million previously included within “Vessels and equipment, net” was reclassified to “Asset under development”.
In September 2024, we issued a $100.0 million LC in favor of B&V with CIMC. Under the provisions of the LC, the profile reduces over time to reflect payments made by CIMC under the EPC agreement. There is no associated cash collateral, however a 1.5% upfront fee was paid and a 1.75% annual margin is payable on the outstanding balance which expires in January 2028.
The total estimated budget for the MKII FLNG conversion is estimated at $2.2 billion, inclusive of the donor vessel (Fuji LNG), yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the FLNG to its operational site, excluding financing costs. The MKII FLNG is expected to be delivered in Q4 2027.
As of December 31, 2025, the estimated timing of the outstanding payments is as follows. Of the total amount, $91.0 million and $12.5 million are presented within “Trade accounts payable” and “Accrued expenses”, respectively, in the consolidated balance sheets:
|
|
|
|
|
|
| (in thousands of $) |
|
| Year ending December 31, |
|
| 2026 |
416,773 |
|
| 2027 |
422,224 |
|
| 2028 |
178,133 |
|
| 2029 |
166,336 |
|
| Total |
1,183,466 |
|
|
|
|
|
|
|
| 17. |
VESSELS AND EQUIPMENT, NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
Vessels and equipment |
Mooring equipment |
Deferred Drydocking expenditure |
Office equipment and fittings |
Total |
| Cost |
|
|
|
|
|
| As of January 1, 2025 |
1,408,063 |
|
45,771 |
|
109,650 |
|
3,873 |
|
1,567,357 |
|
| Additions |
— |
|
— |
|
— |
|
12 |
|
12 |
|
Disposals (1) |
(186,872) |
|
— |
|
(7,964) |
|
— |
|
(194,836) |
|
|
Transfer to asset under development
(note 16) (2)
|
(77,500) |
|
— |
|
(1,686) |
|
— |
|
(79,186) |
|
|
|
|
|
|
|
| As of December 31, 2025 |
1,143,691 |
|
45,771 |
|
100,000 |
|
3,885 |
|
1,293,347 |
|
|
|
|
|
|
|
| Depreciation, amortization and impairment |
|
|
|
|
|
| As of January 1, 2025 |
(407,516) |
|
(36,994) |
|
(41,034) |
|
(2,068) |
|
(487,612) |
|
Charge for the year (3) |
(37,147) |
|
(5,543) |
|
(5,043) |
|
(596) |
|
(48,329) |
|
|
|
|
|
|
|
Disposals (1) |
162,906 |
|
— |
|
7,964 |
|
— |
|
170,870 |
|
|
Transfer to asset under development
(note 16) (2)
|
2,721 |
|
— |
|
195 |
|
— |
|
2,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of December 31, 2025 |
(279,036) |
|
(42,537) |
|
(37,918) |
|
(2,664) |
|
(362,155) |
|
|
|
|
|
|
|
Net book value as of December 31, 2025 |
864,655 |
|
3,234 |
|
62,082 |
|
1,221 |
|
931,192 |
|
|
|
|
|
|
|
(in thousands of $)
|
Vessels and equipment |
Mooring equipment |
Deferred Drydocking expenditure |
Office equipment and fittings |
Total |
| Cost |
|
|
|
|
|
| As of January 1, 2024 |
1,330,563 |
|
45,771 |
|
108,492 |
|
5,893 |
|
1,490,719 |
|
Additions (2) |
77,500 |
|
— |
|
1,158 |
|
175 |
|
78,833 |
|
|
|
|
|
|
|
| Transfers to intangible assets |
— |
|
— |
|
— |
|
(766) |
|
(766) |
|
Write-offs (4) |
— |
|
— |
|
— |
|
(1,429) |
|
(1,429) |
|
| As of December 31, 2024 |
1,408,063 |
|
45,771 |
|
109,650 |
|
3,873 |
|
1,567,357 |
|
|
|
|
|
|
|
| Depreciation, amortization and impairment |
|
|
|
|
|
| As of January 1, 2024 |
(350,177) |
|
(31,450) |
|
(28,181) |
|
(3,234) |
|
(413,042) |
|
Charge for the year (3) |
(40,529) |
|
(5,544) |
|
(6,730) |
|
(263) |
|
(53,066) |
|
|
|
|
|
|
|
Write-offs (4) |
— |
|
— |
|
— |
|
1,429 |
|
1,429 |
|
Impairment (1) |
(16,810) |
|
— |
|
(6,123) |
|
— |
|
(22,933) |
|
|
|
|
|
|
|
| As of December 31, 2024 |
(407,516) |
|
(36,994) |
|
(41,034) |
|
(2,068) |
|
(487,612) |
|
|
|
|
|
|
|
| Net book value as of December 31, 2024 |
1,000,547 |
|
8,777 |
|
68,616 |
|
1,805 |
|
1,079,745 |
|
(1) In 2024, we engaged in discussions with multiple potential buyers regarding the sale of the Golar Arctic however, no binding agreement was in place as of December 31, 2024, and the vessel did not meet the criteria to be classified as held for sale. Accordingly, an impairment assessment was performed, and management concluded that third-party purchase offers received during the year better reflected the current exit price in the LNGC market than average broker valuations. As a result, an impairment charge of $22.9 million was recognized as of December 31, 2024 under the “Corporate and other” segment (reflecting the retrospective merger of the “Shipping” segment into “Corporate and other”).
In February 2025, we completed the sale of the Golar Arctic, including unused fuel onboard, for net consideration of $24.8 million, resulting in a loss on disposal of $0.5 million, recognized in “Other operating (loss)/income.” Following this transaction, Golar fully exited its legacy shipping business.
(2) In March 2024, we acquired the Fuji LNG, the donor vessel for the MKII FLNG, for $77.5 million and recorded it within “Vessels and equipment, net.” As of December 31, 2024, Fuji LNG was presented under the “Corporate and other” segment (reflecting the retrospective merger of the “Shipping” segment into “Corporate and other”) while trading as an LNG carrier.
In February 2025, upon arrival at CIMC’s yard for conversion, the vessel’s net book value of $76.3 million was reclassified from “Vessels and equipment, net” to “Assets under development” (note 16) and was presented under the FLNG segment.
(3) Depreciation and amortization charges exclude $0.9 million and $0.5 million of amortization charges in relation to the Cameroon license fee and intangible assets for the years ended December 31, 2025 and 2024, respectively.
(4) Write-offs relates to fully depreciated or fully amortized fixed assets.
|
|
|
|
|
|
| 18. |
OTHER NON-CURRENT ASSETS |
Other non-current assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Pre-operational assets (1) |
46,780 |
|
8,782 |
|
| MTM asset on IRS derivatives (note 25) |
2,551 |
|
32,995 |
|
Operating lease right-of-use-assets (2) |
6,198 |
|
6,771 |
|
Oil derivative instrument (note 8 and 25) (3) |
— |
|
58,676 |
|
Gas derivative instrument (note 8 and 25) (3) |
— |
|
47,152 |
|
|
|
|
|
|
|
Other (4) |
7,522 |
|
5,855 |
|
| Other non-current assets |
63,051 |
|
160,231 |
|
(1) As of December 31, 2025, “Pre-operational assets” comprised of:
•$38.5 million of capitalized shipyard and engineering costs, including long-lead items, incurred in connection with the pre-redeployment refurbishment project of FLNG Hilli in preparation for her 20-year bareboat charter agreement with SESA commencing in 2027 (December 31, 2024: $nil); and
•$8.3 million of capitalized costs relating to Macaw’s flare-to-gas mobile kit project, including engineering and other directly attributable costs (December 31, 2024: $8.8 million).
(2) Relates to our office premises leases in London and Oslo and warehouse lease in Nouakchott.
(3) As FLNG Hilli's contract with Perenco ends July 2026, the amounts receivable from oil and gas derivative instruments under the LTA have been reclassified from “Other non-current assets” to “Other current assets”.
(4) For the years ended December 31, 2025 and 2024, “Other” include a $5.0 million in a pooled investment fund entity, measured at cost.
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| Total debt, net of deferred financing costs |
(2,758,024) |
|
(1,452,255) |
|
| Less: Current portion of long-term debt and short-term debt |
301,202 |
|
521,282 |
|
| Long-term debt |
(2,456,822) |
|
(930,973) |
|
The outstanding debt, gross of deferred financing costs, as of December 31, 2025 is repayable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Year ending December 31 |
Golar debt |
VIE debt (1) |
Total debt |
| (in thousands of $) |
|
|
|
| 2026 |
(75,000) |
|
(230,037) |
|
(305,037) |
|
| 2027 |
(75,000) |
|
— |
|
(75,000) |
|
| 2028 |
(75,000) |
|
— |
|
(75,000) |
|
| 2029 |
(375,000) |
|
— |
|
(375,000) |
|
| 2030 |
(1,150,000) |
|
— |
|
(1,150,000) |
|
| 2031 and thereafter |
(825,000) |
|
— |
|
(825,000) |
|
| Total |
(2,575,000) |
|
(230,037) |
|
(2,805,037) |
|
| Deferred financing costs |
46,630 |
|
383 |
|
47,013 |
|
| Total debt net of deferred financing costs |
(2,528,370) |
|
(229,654) |
|
(2,758,024) |
|
(1) This relates to debt balance of our consolidated lessor VIE entity (note 5).
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Maturity date |
| Gimi facilities |
(1,200,000) |
|
(670,833) |
|
November 2032 / March 2030 |
| 2025 Convertible Bonds |
(575,000) |
|
— |
|
December 2030 |
| 2025 Senior Unsecured Notes |
(500,000) |
|
— |
|
October 2030 |
| 2024 Unsecured Bonds |
(300,000) |
|
(300,000) |
|
September 2029 |
| 2021 Unsecured Bonds |
— |
|
(189,642) |
|
October 2025 |
| Subtotal (excluding lessor VIE debt) |
(2,575,000) |
|
(1,160,475) |
|
|
CSSC VIE debt - FLNG Hilli facility |
(230,037) |
|
(314,466) |
|
Repayable on demand/2026 |
| Total debt (gross) |
(2,805,037) |
|
(1,474,941) |
|
|
| Less: Deferred financing costs |
47,013 |
|
22,686 |
|
|
| Total debt, net of deferred financing costs |
(2,758,024) |
|
(1,452,255) |
|
|
Gimi facilities
Gimi $1.2 billion facility
In November 2025, we refinanced the $700 million Gimi facility through the $1.2 billion secured term loan facility with a syndicate of lenders (the “$1.2 billion Gimi facility”). The $1.2 billion Gimi facility bears interest at three-month SOFR plus a margin of 2.5% and includes a final balloon payment of $675.0 million due at maturity.
Gimi $700 million facility
In 2019, we entered into a $700 million facility agreement with a group of lenders to finance the conversion of the FLNG Gimi. As of December 31, 2024, we had fully drawn the available funds. The facility had a final balloon payment of $350.0 million due in March 2030 and bore interest at SOFR plus a margin of 4.0% during the conversion phase, reducing to SOFR plus a margin of 3.0% post COD.
In November 2025, we repaid the facility in full using a portion of the proceeds from the new $1.2 billion Gimi facility, settling $627.1 million of outstanding principal and associated accrued interest and recognized a $10.0 million loss on extinguishment of debt.
2025 Convertible Bonds
On June 30, 2025, we issued $575 million of 2.75% convertible senior unsecured notes (“2025 Convertible Bonds”), maturing December 15, 2030. The initial conversion rate is 17.3834 common shares per $1,000 principal amount of the bonds, equivalent to a conversion price of approximately $57.53 per common share. This represents a conversion premium of approximately 40% over the closing share price of $41.09 prior to issuance on June 25, 2025. The conversion price is subject to adjustment in the event of certain dividends or other corporate actions. Upon conversion of a note, we will pay or deliver cash, common shares or a combination of cash and common shares, at our election. We have assessed the 2025 Convertible Bonds and concluded that the embedded conversion feature does not require bifurcation, accordingly the 2025 Convertible Bonds are recognized as a long term debt liability and measured at amortized cost.
Interest expense for the year ended December 31, 2025 related to the 2025 Convertible Bonds consisted of $8.0 million million of contractual interest and $1.1 million of amortization of deferred financing costs. There was no comparable interest expense in 2024.
2025 Senior Unsecured Notes
In October 2025, we issued the 2025 Senior Unsecured Notes, maturing October 2030 and are listed on The International Stock Exchange (“TISE”). The 2025 Senior Unsecured Notes were issued at par and bear interest at a rate of 7.500% per annum, payable semi-annually in arrears.
The terms of the 2025 Senior Unsecured Notes grant us:
•an early redemption option to redeem up to 40% of the 2025 Senior Unsecured Notes prior to October 2, 2027 at a redemption price equal to 107.50% of the principal amount of the notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, provided that at least 60% of the aggregate original principal amount of the notes remains outstanding immediately thereafter;
•an early redemption option to redeem the 2025 Senior Unsecured Notes prior to October 2, 2027 at a redemption price equal to 100% of the principal amount plus a “make-whole” premium;
•early redemption options to redeem all or part of the 2025 Senior Unsecured Notes on or after each of October 2, 2027, October 2, 2028 and October 2, 2029 at redemption prices of 103.75%, 101.88% and 100% of the principal amount of the notes, respectively; and
•an early redemption option to redeem the 2025 Senior Unsecured Notes at 100% of the principal amount of the notes if we would otherwise be required to pay additional amounts in respect of the 2025 Unsecured Notes as a result of changes in tax legislation or treatment.
The terms of the 2025 Senior Unsecured Notes grant the note holders a right to require that we repurchase some or all of the 2025 Senior Unsecured Notes at a price of 101% of the principal amount of the notes, which is triggered by certain events including a change of control, an event of loss and certain asset sales. The terms of the 2025 Senior Unsecured Notes also contain customary negative covenants and restrictions including, amongst other things, our ability to incur or guarantee additional indebtedness; make certain restricted payments and investments, including dividends and other distributions; create or incur certain liens; transfer or sell assets; merge or consolidate with other entities and enter into certain transactions with affiliates.
2024 Unsecured Bonds
In September 2024, we issued $300.0 million senior unsecured bonds in the Nordic bond market (“2024 Unsecured Bonds”), maturing September 2029. The 2024 Unsecured Bonds bears interest at 7.75% per annum.
The terms of the 2024 Unsecured Bonds grant us:
•an early redemption option to redeem the 2024 Unsecured Bonds for 100% of the nominal amount if it is required to gross up any withholding tax from any payments in respect of the 2024 Unsecured Bonds;
•early redemption call option to redeem all of some of the 2024 Unsecured Bonds at multiple dates throughout the four years term with pricing that reduces as the maturity date approaches;
•to purchase and hold the 2024 Unsecured Bonds and that such 2024 Unsecured Bonds may be retained, sold or cancelled at our sole discretion; and
•grants the bondholders a mandatory repurchase put option to require that that we repurchase some or all of the 2024 Unsecured Bonds for 101% of the Nominal Amount per bond – the put option is triggered by a change of control event, a de-listing event, a disposal event or a total loss event.
2021 Unsecured Bonds
In 2021, we issued $300.0 million senior unsecured bonds in the Nordic bond market (“2021 Unsecured Bonds”), which bore interest at 7.00% per annum due in October 2025. Throughout the bond term we re-purchased and subsequently re-issued various amounts, with $189.7 million outstanding immediately prior to maturity. The bonds were fully repaid at maturity using part of the proceeds from the 2025 Senior Unsecured Notes.
Lessor VIE debt
The following loan relates to the CSSC entity that we consolidate as a VIE. Although we have no control over the funding arrangement of this entity, we consider ourselves the primary beneficiary of this VIE and therefore are required to consolidate this loan facility into our financial results (note 5).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Facility |
Effective from |
SPV |
Loan counterparty |
Loan facility at inception (in $ millions) |
Loan facility at December 31, 2025 (in $ millions) |
Loan duration/maturity |
Interest |
| Hilli |
June 2018 |
Fortune Lianjing Shipping S.A. |
CSSC entity |
(840.0) |
(35.5) |
2026 |
SOFR plus margin |
| (120.0) |
(194.5) |
Repayable on demand |
Fixed rate(1) |
(1) In 2024, the previously non-interest bearing loan with the CSSC entity began accruing interest at a fixed rate.
Debt restrictions
Certain of our debts are collateralized by vessel liens. The existing financing agreements impose certain operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, enter into mergers and acquisitions, purchase and sell vessels, repurchase common stock or distribute dividends. In addition, lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in our debt agreements. Many of our debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include current assets to liabilities and minimum net worth and minimum free cash restrictions. With regards to cash restrictions, we have covenanted to maintain at least $50.0 million of cash and cash equivalents on a consolidated group basis. As of December 31, 2025, we were in compliance with all our covenants under our various financing agreements.
Accrued expenses is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Finance related (1) |
(46,203) |
|
(27,560) |
|
Vessel related (2) |
(38,470) |
|
(24,999) |
|
Administrative related (3) |
(16,946) |
|
(13,512) |
|
|
|
|
| Accrued expenses |
(101,619) |
|
(66,071) |
|
(1) “Finance related” accrued expenses comprised of accrued interest and finance charges in relation to our debt facilities (note 19).
(2) “Vessel related” accrued expenses comprised of engineering and yard-related conversion costs and vessel operating expenses such as crew wages, supplies, routine repairs, maintenance, lubricating oils and insurance. As of December 31, 2025, included in “Vessel related” are accrued costs related to MKII FLNG conversion and FLNG Gimi commissioning works $12.3 million and $5.8 million, respectively (December 31, 2024: $2.1 million and $13.6 million, respectively).
(3) “Administrative related” accrued expenses comprised of general overhead, including personnel costs, legal and professional fees, costs associated with project development, property costs and other office and general expenses.
|
|
|
|
|
|
| 21. |
OTHER CURRENT LIABILITIES |
Other current liabilities are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Day 1 gain deferred revenue - current portion (1) (note 22) |
(6,846) |
|
(12,783) |
|
| Deferred revenue |
(2,246) |
|
(5,360) |
|
| Current portion of operating lease liability (note 7) |
(2,026) |
|
(1,587) |
|
Current portion of deferred pre-COD cash flows (2) |
(1,844) |
|
— |
|
Pre-COD cash flows (2) |
— |
|
(23,842) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (3) |
(15,952) |
|
(11,693) |
|
| Other current liabilities |
(28,914) |
|
(55,265) |
|
(1) Current portion of Day 1 gain arose from amount deferred upon the initial recognition of FLNG Hilli’s oil and gas derivative instruments embedded in the LTA and the FLNG Hilli's gas derivative instruments pursuant to LTA Amendment 3 (note 7). As of December 31, 2025, the balance relating to FLNG Hilli’s oil and gas derivative instruments is $5.3 million and $1.5 million (2024: $10.0 million and $2.8 million), respectively.
(2) In August 2024, we and bp agreed to a series of pre-COD payments to address project delays and align on commissioning milestones. These payments, which began in 2023 and were formalized through settlement and amendment deeds that resolved the previously announced arbitration. Prior to COD, we received net contractual payments of $123.1 million (December 31, 2024: $23.8 million), comprising of:
•$226.9 million of payments from bp, including project milestones for the period from January 10, 2024 to COD;
•$6.1 million payments from bp for temporary crew accommodation arrangements; and
•partially offset by $109.9 million in liquidated damages we paid bp for the period from March 17, 2023 to January 9, 2024.
The total LOA consideration was allocated between lease and non-lease components based on their relative standalone selling prices. As of December 31, 2025, the deferred non-lease component amounted to $35.8 million, comprising of $1.8 million in “Other current liabilities” and $34.0 million in “Other non-current liabilities” (note 22). This balance will be recognized evenly to income over the 20-year term of the LOA (note 7.1).
(3) Included in “Other” as of December 31, 2025 is an ARO of $6.8 million related to FLNG Hilli, which was reclassified from “Other non-current liabilities” to “Other current liabilities” to reflect our obligation upon the LTA's scheduled maturity in July 2026 (note 22).
|
|
|
|
|
|
| 22. |
OTHER NON-CURRENT LIABILITIES |
Other non-current liabilities are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
VIE dividend payable (1) |
(184,000) |
|
(184,000) |
|
| Deferred pre-COD cash flows (note 21) |
(34,046) |
|
— |
|
| Pension obligations (note 23) |
(20,389) |
|
(21,209) |
|
| Non-current portion of operating lease liabilities (note 7) |
(4,646) |
|
(5,124) |
|
Day 1 gain deferred revenue (2) |
— |
|
(6,604) |
|
Deferred commissioning period revenue (3) |
— |
|
(2,145) |
|
|
|
|
Other (4) |
(2,804) |
|
(6,694) |
|
| Other non-current liabilities |
(245,885) |
|
(225,776) |
|
(1) In December 2024, the lessor VIE declared a dividend of $184.0 million to a CSSC entity. The unpaid dividend is unsecured, interest free and due for payment in 2027. Given we are the primary beneficiary of the VIE, this amount has been fully consolidated into our financial statements (note 5).
(2) Non-current portion of Day 1 gain arose from amount deferred upon the initial recognition of FLNG Hilli’s oil and gas derivative instruments embedded in the LTA and the FLNG Hilli's gas derivative instruments pursuant to LTA Amendment 3 (note 7). As of December 31, 2025, the balance had been reclassified from “Other non-current liabilities” to “Other current liabilities” to reflect the LTA’s maturity in July 2026 (note 21).
(3) This pertains to the billing during the commissioning period for FLNG Hilli, prior to vessel acceptance and commencement of the LTA, which is considered an upfront payment for services. These amounts billed are recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the LTA contract term, commencing on the acceptance of the FLNG Hilli. As of December 31, 2025, balances related to the FLNG Hilli's LTA were reclassified from “Other non-current liabilities” to “Other current liabilities” to reflect the LTA’s contractual maturity in July 2026 (note 21).
(4) Included in “Other” as of December 31, 2024 is an ARO of $6.4 million related to FLNG Hilli, which was reclassified from “Other non-current liabilities” to “Other current liabilities” to reflect our obligation upon the LTA's contractual maturity in July 2026 (note 21).
Defined contribution scheme
We operate a defined contribution scheme. The pension cost for the period represents contributions payable by us to the scheme. The charges to our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 was $1.8 million, $1.5 million and $1.6 million, respectively.
Defined benefit schemes
We have two defined benefit pension plans both of which are closed to new entrants. Benefits are based on the employees' years of service and compensation. Net periodic pension plan costs are determined using the Projected Unit Credit Cost method. Our plans are funded by us in conformity with the funding requirements of the applicable government regulations. Plan assets consist of both fixed income and equity funds managed by professional fund managers. We use December 31 as the measurement date for our pension plans.
In May 2024, we entered into a buy-in insurance agreement in relation to our UK scheme, under which the pension plan purchased an annuity policy that matches certain of the plan’s liabilities. This resulted in the disinvestment of the pension plan's assets previously held by a third-party financial institution and a net charge to other comprehensive income of $1.9 million. As a result, the UK pension plan assets were reclassified from Level 1 to Level 3 of the fair value hierarchy, as the annuity contract lacks an active market and is valued using significant unobservable inputs, including actuarial assumptions and insurer credit risk. The annuity policy is measured based on the projected benefit obligation, adjusted for known experience and solvency assumptions, which we believe reasonably approximates insurer pricing. Given the nature of these inputs, the fair value of the annuity contract is sensitive to changes in discount rates and mortality assumptions. The buy-in insurance agreement is expected to be converted to a settlement agreement within 2026. Under a fully executed settlement agreement, our plan's obligation would be fully transferred to the insurer, at which point releasing us from further liabilities.
The components of net periodic benefit costs are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Service cost |
— |
|
(27) |
|
(33) |
|
| Interest cost |
(1,561) |
|
(1,481) |
|
(1,622) |
|
| Expected return on plan assets |
370 |
|
426 |
|
427 |
|
| Recognized actuarial loss |
(2,361) |
|
(1,331) |
|
(307) |
|
| Net periodic benefit cost |
(3,552) |
|
(2,413) |
|
(1,535) |
|
The components of net periodic benefit costs are recognized in the consolidated statement of operations within “administrative expenses” and “vessel operating expenses” amounting to $2.4 million, (2024: $1.2 million) and $1.2 million (2024: $1.2 million), respectively. The estimated net loss amortized from accumulated other comprehensive income into net periodic pension benefit cost during the year ended December 31, 2025 was $2.4 million (2024: $1.3 million). The increase in estimated net loss amortization and the net periodic benefit costs reflects the impact of the buy-in insurance agreement, which shortened the amortization period from 15 years to 3 years from 2024 onwards.
The change in projected benefit obligation and plan assets and reconciliation of funded status for the years ended December 31, 2025 and 2024 are as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| Reconciliation of benefit obligation: |
|
|
| Benefit obligation at January 1 |
31,633 |
|
33,433 |
|
| Service cost |
— |
|
27 |
|
| Interest cost |
1,561 |
|
1,481 |
|
Actuarial loss / (gain) (1) |
138 |
|
(219) |
|
| Foreign currency exchange rate changes |
591 |
|
(137) |
|
| Benefit payments |
(2,982) |
|
(2,952) |
|
Projected benefit obligation at December 31 |
30,941 |
|
31,633 |
|
(1) Actuarial loss/(gain) is sensitive to changes in key actuarial assumptions specifically discount rates, mortality rates and assumed future salary increases.
The accumulated benefit obligation at December 31, 2025 and 2024 was $30.9 million and $31.6 million, respectively.
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
| Reconciliation of fair value of plan assets: |
|
|
| Fair value of plan assets at January 1 |
8,142 |
|
9,962 |
|
| Actual return on plan assets |
151 |
|
(1,028) |
|
| Employer contributions |
2,449 |
|
2,290 |
|
| Foreign currency exchange rate changes |
593 |
|
(130) |
|
| Benefit payments |
(2,982) |
|
(2,952) |
|
| Fair value of plan assets at December 31 |
8,353 |
|
8,142 |
|
The amounts recognized in accumulated other comprehensive income, as of December 31, 2025 and 2024, is $2.6 million and $4.3 million, respectively.
The actuarial loss recognized in other comprehensive income/(loss) is net of tax of $13 thousand, $9 thousand, and $0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Employer contributions and benefits paid under the pension plans include $2.4 million and $2.3 million paid from employer assets for the years ended December 31, 2025 and 2024, respectively.
Our defined benefit pension plan is comprised of two schemes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, 2025 |
December 31, 2024 |
|
(in thousands of $)
|
UK Scheme |
Marine Scheme |
Total |
UK Scheme |
Marine Scheme |
Total |
| Fair value of benefit obligation |
(8,100) |
|
(22,841) |
|
(30,941) |
|
(7,888) |
|
(23,745) |
|
(31,633) |
|
Fair value of plan assets (including annuity policy) |
8,152 |
|
201 |
|
8,353 |
|
7,924 |
|
218 |
|
8,142 |
|
| Funded (unfunded) status at end of year |
52 |
|
(22,640) |
|
(22,588) |
|
36 |
|
(23,527) |
|
(23,491) |
|
The fair value of our plan assets, by category, as of December 31, 2025 and 2024 are as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
Annuity policy |
8,100 |
|
7,924 |
|
|
|
|
| Cash |
253 |
|
218 |
|
| |
8,353 |
|
8,142 |
|
The asset allocation for our Marine scheme at December 31, 2025 and 2024, by asset category are as follows:
|
|
|
|
|
|
|
|
|
| Marine scheme |
2025 (%) |
2024 (%) |
| Cash |
100 |
|
100 |
|
| Total |
100 |
|
100 |
|
The asset allocation for our UK scheme at December 31, 2025 and 2024, by asset category are as follows:
|
|
|
|
|
|
|
|
|
| UK scheme |
2025 (%) |
2024 (%) |
Annuity policy |
99 |
|
99 |
|
|
|
|
Cash |
1 |
|
1 |
|
| Total |
100 |
|
100 |
|
Our investment strategy is to balance risk and reward through the selection of professional investment managers and investing in pooled funds and annuity policy.
During the year ended December 31, 2025, we had made the following contributions to the schemes as follows:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
UK scheme |
Marine scheme |
| Employer contributions |
— |
|
2,449 |
|
We are expected to make the following pension disbursements as follows:
|
|
|
|
|
|
|
|
|
Year ending December 31, |
UK scheme |
Marine scheme |
(in thousands of $) |
|
|
| 2026 |
430 |
|
2,400 |
|
| 2027 |
445 |
|
2,300 |
|
| 2028 |
460 |
|
2,200 |
|
| 2029 |
475 |
|
2,100 |
|
| 2030 |
485 |
|
2,000 |
|
| 2031 - 2035 |
3,200 |
|
8,600 |
|
The weighted average assumptions used to determine the benefit obligation for our defined benefit pension plans for the years ended December 31 are as follows:
|
|
|
|
|
|
|
|
|
| |
2025 |
2024 |
| Discount rate |
4.88 |
% |
5.10 |
% |
| Rate of compensation increase |
— |
% |
2.48 |
% |
The weighted average assumptions used to determine the net periodic benefit cost for our defined benefit pension plans for the years ended December 31 are as follows:
|
|
|
|
|
|
|
|
|
| |
2025 |
2024 |
| Discount rate |
4.89 |
% |
5.12 |
% |
| Expected return on plan assets |
4.38 |
% |
4.31 |
% |
| Rate of compensation increase |
— |
% |
2.55 |
% |
The overall expected long-term rate of return on assets assumption used to determine the net periodic benefit cost for our plans for the years ended December 31, 2025 and 2024 is based on the weighted average of various returns on assets using the asset allocation as of the beginning of 2025 and 2024. For equities and other asset classes, we have applied an equity risk premium over ten-year governmental bonds.
|
|
|
|
|
|
| 24. |
SHARE CAPITAL AND SHARE BASED COMPENSATION |
Our common shares are listed on the Nasdaq Stock Exchange.
As of December 31, 2025 and 2024, our authorized and issued share capital is as follows:
Authorized share capital:
|
|
|
|
|
|
|
|
|
| (in thousands of $, except per share data) |
2025 |
2024 |
150,000,000 (2024: 150,000,000) common shares of $1.00 each |
150,000 |
|
150,000 |
|
Issued share capital:
|
|
|
|
|
|
|
|
|
| (in thousands of $, except per share data) |
2025 |
2024 |
101,319,440 (2024: 104,534,703) outstanding issued common shares of $1.00 each |
101,319 |
|
104,535 |
|
|
|
|
|
|
|
|
|
|
(number of shares in thousands) |
2025 |
2024 |
| As of January 1 |
104,535 |
|
104,578 |
|
Repurchase and cancellation of treasury shares (1) |
(3,576) |
|
(679) |
|
| Share options exercised |
233 |
|
512 |
|
| Vesting of RSUs |
127 |
|
124 |
|
| As of December 31 |
101,319 |
|
104,535 |
|
(1) During 2025 and 2024, we repurchased and cancelled 3.6 million and 0.7 million treasury shares for a net consideration of $144.0 million and $14.2 million, inclusive of brokers commission of $0.1 million and $0.01 million, respectively.
Contributed surplus
As of December 31, 2025 and 2024, we have a contributed surplus of $200 million. Contributed surplus is capital that can be returned to stockholders without the need to reduce share capital, thereby giving Golar greater flexibility when it comes to declaring dividends.
Share options
Our Long Term Incentive Plan (the “LTIP”) was adopted by our Board, effective as of October 24, 2017. In August 2024, our board approved the first amendment to the LTIP. Under this amendment, the maximum aggregate number of common shares that may be delivered pursuant to any and all awards under the LTIP was increased from 3.0 million to 6.0 million, subject to adjustment due to recapitalization or reorganization as provided under the LTIP.
The LTIP allows for grants of (i) share options, (ii) share appreciation rights, (iii) restricted share awards (iv) share awards, (v) other share-based awards, (vi) cash awards, (vii) dividend equivalent rights, (viii) substitute awards and (ix) performance-based awards, or any combination of the foregoing as determined by the Board or nominated committee in its sole discretion. Either authorized unissued shares or treasury shares (if there are any) in the Company may be used to satisfy exercised options.
Pursuant to the LTIP, we awarded certain individuals share options for the years ended December 31, 2024 and 2023, as follows:
•in March 2023, 650 thousand share options were granted to executive officers and certain employees. The options vest in equal installments over three years and have a four-year term;
•in April 2024, 50 thousand share options were granted to an executive officer. The options vest in equal installments over three years and have a four-year term;
•in February 2024, we extended the term of 750 thousand fully vested share options granted to two executive officers in May 2021 to May 13, 2026. These options were originally awarded for a term of 3 years from 2021 to 2024. Incremental compensation cost of $0.6 million was recognised during the year ended December 31, 2024, representing the excess of fair value of options at modification date over the original fair value at grant date; and
•in November 2024, 1,025 thousand share options were granted to executive officers and certain employees. During 2025, the number of share options relating to the November 2024 grant was adjusted to 1,006 thousand. The options vest in equal installments over three years and have a 6 year contractual term. The expected is calculated using the simplified method, as explained below.
No share options were awarded during the year ended December 31, 2025.
The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing model. The weighted average assumptions as of the grant dates are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| |
November 2024 |
April 2024 |
March 2023 |
| Risk free interest rate |
4.3 |
% |
4.4 |
% |
4.1 |
% |
| Expected volatility of common stock |
41.5 |
% |
50.4 |
% |
70.5 |
% |
| Expected dividend yield |
0.0 |
% |
0.0 |
% |
0.0 |
% |
| Expected term of options |
4.5 years |
4.0 years |
4.0 years |
The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common shares.
Where the criteria for using the simplified method are met, we have used this method to estimate the expected term of options based on the vesting period of the award that represents the period options granted are expected to be outstanding. Under the simplified method, the mid-point between the vesting date and the maximum contractual expiration date is used as the expected term. Where the criteria for using the simplified method are not met, we used the contractual term of the options.
The dividend yield has been estimated at 0.0% as the exercise price of the options is reduced by the value of dividends, declared and paid on a per share basis.
As of December 31, 2025, 2024 and 2023, the number of options outstanding in respect of Golar shares was 1.6 million, 1.9 million and 1.4 million, respectively. A summary of the share options movements during the year ended December 31, 2025 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
Weighted average exercise price |
Weighted average remaining contractual term
(years) |
Options outstanding at December 31, 2024 |
1,896 |
|
$ |
25.44 |
|
3.3 |
|
|
|
|
| Adjustment |
(19) |
|
$ |
33.02 |
|
|
| Exercised during the year |
(233) |
|
$ |
13.71 |
|
|
| Forfeited during the year |
(63) |
|
$ |
23.27 |
|
|
|
|
|
|
Options outstanding at December 31, 2025 |
1,581 |
|
$ |
26.34 |
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Options outstanding and exercisable at: |
|
|
|
December 31, 2025 |
747 |
|
$ |
22.31 |
|
1.9 |
December 31, 2024 |
453 |
|
$ |
12.10 |
|
1.6 |
December 31, 2023 |
750 |
|
$ |
10.22 |
|
0.4 |
The exercise price of all options is reduced by the amount of dividends declared and paid up during 2025. The above figures for options granted, exercised and forfeited show the average of the prices at the time of granting, exercising and forfeiting of the options, and for options outstanding at the beginning and end of the year, the average of the reduced option prices is shown.
As of December 31, 2025, 2024 and 2023, the aggregate intrinsic value of share options that were both outstanding and exercisable was $17.2 million, $32.0 million and $10.9 million, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Intrinsic value of share options exercised |
6,697 |
|
12,955 |
|
— |
|
| Total fair value of share options vested in the year |
7,016 |
|
2,647 |
|
1,958 |
|
|
|
|
|
| Compensation cost recognized in the consolidated statement of operations |
6,529 |
|
3,649 |
|
2,706 |
|
| Share options cost capitalized* |
— |
|
— |
|
173 |
|
*Relates to capitalized costs on share options awarded to employees directly involved in certain vessel conversion projects.
As of December 31, 2025, the total unrecognized compensation cost amounting to $9.0 million relating to options outstanding is expected to be recognized over a weighted average period of 1.8 years.
Restricted Stock Units
Time-based RSUs
Pursuant to the LTIP, we granted certain individuals RSUs during the years ended December 31, 2025, 2024 and 2023, as follows:
•in March 2025, we granted certain individuals RSUs that were not subject to any service or performance conditions and were fully vested upon grant. The number of RSUs earned under this award was 23 thousand. In addition, we also granted certain individuals RSUs that will vest equally over the requisite service period of three years from March 2025 to March 2028. The maximum number of RSUs that may be earned under the award is 71 thousand;
•in March 2024, we granted certain individuals RSUs that were not subject to any service or performance conditions and were fully vested upon grant. The number of RSUs earned under this award was 50 thousand. In addition, we also granted certain individuals RSUs that will vest equally over the requisite service period of three years from March 2024 to March 2027. The maximum number of RSUs that may be earned under the award is 129 thousand; and
•in March 2023, we granted certain individuals RSUs that were not subject to any service or performance conditions and were fully vested upon grant. The number of RSUs earned under this award was 55 thousand. In addition, we also granted certain individuals RSUs that will vest equally over the requisite service period of three years from March 2023 to March 2026. The maximum number of RSUs that may be earned under the award is 134 thousand.
A summary of time-based RSU activities for the year ended December 31, 2025 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
Weighted average grant date fair value per share |
Weighted average remaining contractual term
(years) |
Non-vested RSUs at December 31, 2024 |
220 |
|
22.97 |
1.7 |
| Granted during the year |
94 |
|
33.86 |
|
| Vested during the year |
(124) |
|
34.96 |
|
| Forfeited during the year |
(11) |
|
20.26 |
|
Non-vested RSUs at December 31, 2025 |
179 |
|
27.27 |
1.4 |
Performance-based RSUs
July 2022 grant
In July 2022, we granted certain individuals RSUs that are subject to certain market and performance conditions within the performance period from January 1 to December 31, 2022. The market and performance conditions are weighted to determine the maximum number of RSUs that will be awarded. The maximum number of RSUs earned under the award is 139 thousand. However, 70% of the total award or 97 thousand RSUs vested over the requisite service period of three-years from July 2022 to July 2025 regardless of the achievement of market and performance conditions.
The remaining 30% of the award contingently vests subject to Golar achieving more than 70% of the market and performance conditions. These market and performance conditions were achieved at December 31, 2022 and the award also vested over the requisite service period of three years from July 2022 to July 2025.
As of December 31, 2025, there were no outstanding performance-based RSUs, as all awards had fully vested.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
2023 |
| Compensation cost recognized in the consolidated statement of income |
3,391 |
|
3,532 |
|
3,050 |
|
RSU cost capitalized * |
— |
|
— |
|
247 |
|
*Relates to capitalized costs on RSUs awarded to employees directly involved in certain vessel conversion projects.
As of December 31, 2025, the total unrecognized compensation cost of $2.9 million relating to time-based RSUs outstanding is expected to be recognized over a weighted average period of 1.7 years.
|
|
|
|
|
|
| 25. |
FINANCIAL INSTRUMENTS |
Interest rate risk management
We may enter into derivative financial instruments to reduce the risk associated with fluctuations in interest rates. We have entered into interest rate swap agreements that convert certain floating rate interest obligations to fixed rates, which from an economic perspective, hedge our exposure to variability in cash flows arising from changes in interest rates. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts, however we do not anticipate a non-performance by any of our counterparties. We do not hold or issue derivative financial instruments for speculative or trading purposes. We manage our debt portfolio by entering into U.S. dollars-denominated interest rate swap agreements to achieve an overall desired position of fixed and floating interest rates.
As of December 31, 2025 and 2024, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for SOFR as summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Instrument |
Year end |
Notional value |
Maturity dates |
Fixed interest rates |
| Interest rate swaps: |
|
|
|
|
| Receiving floating, pay fixed |
2025 |
600,000 |
|
2032 |
3.43% |
| Receiving floating, pay fixed |
2024 |
518,542 |
|
2025/2029 |
1.93% to 2.37%% |
Foreign currency risk
The majority of our gross earnings are denominated and receivable in U.S. dollars. The majority of our transactions, assets and liabilities are also denominated in U.S. dollars, which is our functional currency. However, we incur certain expenditure in other currencies. Accordingly, fluctuations in foreign currency exchange rates may adversely affect our cash flows and results of operations.
Commodity price risk management
Although the LTA bills at a base rate of $60.00 per barrel over the contract term for 1.2 million tonnes out of the base capacity of 1.4 million (December 31, 2024: 1.4 million) tonnes of LNG, we bear no downside risk to the movement of oil prices should the oil price move below $60.00. Pursuant to LTA Amendment 3, the remaining 0.2 million (December 31, 2024: 0.20 million) tonnes of LNG is linked to the TTF index and the Euro/U.S. Dollar foreign exchange movements.
We previously entered into commodity swaps to economically hedge our exposure to a portion of FLNG Hilli’s tolling fee that is linked to the TTF index. These commodity swaps matured during the year ended December 31, 2024 and we have not entered into any new commodity swaps during the year ended December 31, 2025.
Fair values of financial instruments
We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:
Level 1: Quoted market prices in active markets for identical assets and liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying values and estimated fair values of our financial instruments at December 31, 2025 and 2024 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2025 |
2025 |
2024 |
2024 |
| (in thousands of $) |
Fair value hierarchy |
Carrying value |
Fair value |
Carrying value |
Fair value |
| Non-Derivatives: |
|
|
|
|
|
Cash and cash equivalents (1) (2) |
Level 1 |
1,151,221 |
|
1,151,221 |
|
566,384 |
|
566,384 |
|
Restricted cash and short-term deposits (1) (3) |
Level 1 |
64,196 |
|
64,196 |
|
150,198 |
|
150,198 |
|
Trade accounts receivable (3) (4) |
Level 1 |
35,518 |
|
35,518 |
|
29,667 |
|
29,667 |
|
Interest receivable from money-market deposits and bank accounts (3) |
Level 1 |
3,353 |
|
3,353 |
|
2,053 |
|
2,053 |
|
|
|
|
|
|
|
Receivable from IRS derivatives (3) |
Level 1 |
269 |
|
269 |
|
1,745 |
|
1,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable (3) (5) |
Level 1 |
(123,605) |
|
(123,605) |
|
(198,906) |
|
(198,906) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt and short-term debt (3) (6) (7) |
Level 2 |
(305,037) |
|
(305,037) |
|
(337,299) |
|
(337,299) |
|
|
|
|
|
|
|
Current portion of long-term debt - 2021 Unsecured Bonds (6) (8) |
Level 1 |
— |
|
— |
|
(189,642) |
|
(191,147) |
|
Long-term debt (6) (7) |
Level 2 |
(1,125,000) |
|
(1,125,000) |
|
(948,000) |
|
(948,000) |
|
Long-term debt - 2024 Unsecured Bonds (6) (8) |
Level 1 |
(300,000) |
|
(299,511) |
|
— |
|
— |
|
Long-term debt - 2025 Senior Unsecured Notes (6) (8) |
Level 1 |
(500,000) |
|
(481,325) |
|
— |
|
— |
|
Long-term debt - 2025 Convertible Bonds (6) (9) |
Level 2 |
(575,000) |
|
(555,473) |
|
— |
|
— |
|
|
|
|
|
|
|
| Derivatives: |
|
|
|
|
|
Oil and gas derivative instruments (10) |
Level 2 |
12,726 |
|
12,726 |
|
105,828 |
|
105,828 |
|
Asset on IRS derivatives (11) |
Level 2 |
2,551 |
|
2,551 |
|
33,417 |
|
33,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) These instruments carrying value is highly liquid and is a reasonable estimate of fair value.
(2) Included within cash and cash equivalents of $1,151.2 million and $566.4 million are $920.5 million and $301.8 million cash held in short-term money-market deposits as of December 31, 2025 and 2024, respectively. During year December 31, 2025 and 2024, we earned interest income on short-term money-market deposits and on balances held in account of $32.6 million and $35.3 million, respectively.
(3) These instruments are considered to be equal to their estimated fair value because of their near term maturity.
(4) As of December 31, 2025, trade receivables and accrued income totaled to $35.5 million, primarily relating to amounts due from bp under the Gimi LOA. bp is a publicly listed, investment-grade counterparty with no prior history of default. Accordingly, we consider the credit risk associated with bp to be remote as of December 31, 2025.
As of December 31, 2024, trade receivables and accrued income totaled to $29.7 million, primarily relating to services invoiced under the LTA. As of December 31, 2025, receivables related to the LTA were presented as “Amounts due from related parties” as Naria Inc., a Perenco-affiliated entity and our largest shareholder, held beneficial ownership of 10.15%, thereby meeting the definition of a principal owner under the related party classification (note 26).
(5) As of December 31, 2025, trade payables primarily comprised of amounts payable relating to the MKII FLNG conversion and FLNG Gimi commissioning works of $91.0 million and $5.0 million, respectively (2024: $100.2 million and $80.9 million, respectively).
(6) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table are gross of the deferred financing costs amounting to $47.0 million and $22.7 million at December 31, 2025 and 2024, respectively.
(7) The estimated fair values for both the floating long-term debt and short-term debt are considered to be equal to the carrying value since they bear variable interest rates, which are adjusted on a quarterly basis.
(8) The estimated fair values of our 2021 and 2024 Unsecured Bonds are based on their quoted market prices as of the balance sheet date. In March 2025 and November 2025, following the listing of our 2024 Unsecured Bonds and Senior Unsecured Notes on the Oslo Børs and TISE, respectively the fair value hierarchy was transferred from Level 2 to Level 1.
(9) The estimated fair value of our 2025 Convertible Bonds reflect observable market inputs and is classified as Level 2 in the fair value hierarchy (note 19).
(10) The fair value of the oil and gas derivative instruments are presented on a gross basis (none of which have been designated as hedges) is determined using the estimated discounted cash flows of the additional payments due to us as a result of oil and gas prices moving above the contractual floor price over the remaining term of the LTA. Significant inputs used in the valuation of the oil and gas derivative instruments include the Euro/U.S. Dollar exchange rates based on the forex forward curve for the gas derivative instrument and management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets.
(11) The fair value of certain derivative instruments are presented on a gross basis (none of which have been designated as hedges) is the estimated amount that we would receive or pay to terminate the agreements at the balance sheet date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. The credit exposure of certain derivative instruments is represented by the fair value of contracts with a positive value at the end of each period, reduced by the effects of master netting arrangements.
(12) The following methods and assumptions were used to estimate the fair value of our other classes of financial instruments:
•the carrying values of receivables from related parties and working capital facilities approximate their fair values because of the near-term maturity of these instruments (notes 14, 21 and 26). These instruments are classified within Level 1 of the fair value hierarchy.
Concentrations of risk
There is a concentration of credit risk with respect to cash and cash equivalents and restricted cash to the extent that substantially all of the amounts are carried with Standard Chartered Bank (“SCB”), Nordea Bank ABP, DBS Bank Ltd, ABN Amro Bank NV, DNB UK Limited, Danske Bank A/S and Internationale Nederlanden Groep Bank (“ING Bank N.V”). However, we believe this risk is remote, as they are established and reputable financial institutions with no prior history of default and with investment grade credit ratings.
There is a concentration of financing risk with respect to our long-term debt to the extent that a substantial amount of our long-term debt is carried with ABN Amro Bank NV, Citibank N.A., DNB UK Limited, SCB, and Goldman Sachs USA as well as with CSSC in regards to our sale and leaseback arrangement on the FLNG Hilli (note 5). We believe these counterparties to be sound financial institutions, with investment grade credit ratings. Therefore, we believe this risk of default is remote.
A concentration of supplier risk exists with CIMC on the MKII FLNG conversion, Seatrium on FLNG Hilli's refurbishment and Nuovo Pignone International S.R.L across all our assets. We believe these supplier risks are remote as our vendors are reputable engineering, procurement, consulting and construction companies.
|
|
|
|
|
|
| 26. |
RELATED PARTY TRANSACTIONS |
a) Transactions with Perenco:
Effective June 30, 2025, Perenco became a related party as Naria Inc., a Perenco-affiliated entity and our largest shareholder, met the definition of a principal owner. Accordingly, amounts due from Perenco were reclassified from trade receivables to “Amounts due from related parties” beginning on that date. As of December 31, 2025, Naria Inc. held beneficial ownership of 10.15%, and the outstanding balance is presented as “Amounts due from related parties”.
Net revenues: The transactions with Perenco during the year ended December 31, 2025 consists of the following:
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
|
|
| Liquefaction services |
155,269 |
|
|
|
| Vessel operating expense |
(3,012) |
|
|
|
|
|
|
|
|
|
|
|
| Total |
152,257 |
|
|
|
(1) Liquefaction services – This primarily relate to services invoiced under the LTA (note 7). For the year ended December 31, 2025, net revenues from Perenco recognized subsequent to June 30, 2025 totaled $155.3 million and are presented within multiple line items in the consolidated statements of operations. Of this amount, $123.4 million is included in “Liquefaction services revenue”, $29.8 million is included in “Realized and unrealized (loss)/gain on oil and gas derivative instruments”, and $2.1 million is included in “Other operating (loss)/income”.
(2) Vessel operating expense – Expenses incurred subsequent to June 30, 2025 under the Tug Sharing Agreement relate to a chartered tug provided by Perenco to support the our offshore operations in Cameroon, including the transportation of personnel and equipment. The tug is shared between the parties subject to operational requirements. These costs are presented within “Vessel operating expenses” in the consolidated statements of operations.
Receivables: The balances with Perenco as of December 31, 2025 consisted of the following:
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance due from Perenco (liquefaction services) |
23,228 |
|
|
| Balance due to Perenco (vessel operating expenses) |
3,012 |
|
|
b) Transactions with existing related parties:
Net revenues/(expenses): The transactions with related parties for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
2023 |
|
|
|
|
FFH (1) |
994 |
|
691 |
|
— |
|
Higas (2) |
(6,808) |
|
54 |
|
— |
|
Magni Partners (3) |
(5) |
|
(22) |
|
(10) |
|
Avenir (4) |
— |
|
374 |
|
339 |
|
|
|
|
|
|
|
|
|
| Total |
(5,819) |
|
1,097 |
|
329 |
|
Receivables: The balances with related parties as of December 31, 2025 and 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
| (in thousands of $) |
2025 |
2024 |
|
|
|
Higas (2) |
1,691 |
|
6,006 |
|
FFH (1) |
— |
|
18,621 |
|
Avenir (4) |
— |
|
1,733 |
|
|
|
|
|
|
|
|
|
|
| Total |
1,691 |
|
26,360 |
|
(1) FFH - In August 2024, we granted a shareholder loan to FFH, through Gimi MS, for a maximum amount of $20.0 million to enable FFH to fund its portion of Gimi MS’s funding requirements. The shareholder loan carried an interest rate of 12% per annum, compounded monthly, which increased to 22% per annum effective January 1, 2025. The loan generated accrued interest income of $1.0 million and $0.7 million for the period from January 1, 2025 to March 28, 2025 and for the year ended December 31, 2024, respectively. On March 28, 2025, FFH repaid the shareholder loan and accrued interest in full.
(2) Higas - We hold a 25% equity interest in Higas, which is accounted for as an equity method investment (note 15). Amounts due from Higas relate to a revolving shareholder loan. In November 2024, Avenir divested its ownership of the LNG storage terminal in Sardinia, by creating a new entity, Higas. The loan was novated from Avenir to Higas under the same terms, with the maturity extended to February 2027. Additionally in 2024, we provided an additional shareholder loan commitment of $1.25 million to Higas which was amended in July 2025 to reflect an additional $1.75 million commitment. As of December 31, 2025, $0.5 million remained undrawn under the facility.
During the year ended December 31, 2025, Higas entered into a financial restructuring process pursuant to Article 56 of the Italian Business Crisis and Insolvency Code which required the implementation of a recapitalization plan. To enhance the equity position of Higas, together with the other shareholders, we waived our proportionate shareholder loan principal amounting to $7.1 million. The waiver is included in “Other operating (loss)/income” in the consolidated statements of operations. The outstanding balance under this shareholder loan is presented as “non-current amounts due from related parties” in the consolidated balance sheets. Interest income generated under the facility totaled $0.3 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively.
(3) Magni Partners - Tor Olav Trøim is the founder of, and partner in, Magni Partners (Bermuda) Limited (“Magni Partners”), a privately held Bermuda company, and is the ultimate beneficial owner of the company. Receivables and payables from Magni Partners relate primarily to the reimbursement, at cost and without mark-up, of personnel costs and certain out-of-pocket expenses, including travel and accommodation incurred by Magni Partners in providing advisory and management services to Golar.
(4) Avenir - Amounts due from Avenir as of December 31, 2024 relate to unpaid debt guarantee fees associated with the shareholder loan, which was novated to Higas in November 2024. Following the novation, the remaining receivable from Avenir pertain to unpaid debt guarantee fees. Following the divestment of our shares in Avenir in February 2025, Avenir is no longer a related party (note 15). Accordingly, as of December 31, 2025, amounts due from Avenir, relating to unpaid debt guarantee fees, have been presented as “Other current assets” in the consolidated balance sheets.
|
|
|
|
|
|
| 27. |
COMMITMENTS AND CONTINGENCIES |
Assets pledged
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
| (in thousands of $) |
2025 |
2024 |
Book value of vessels secured against long-term loans (1) |
929,971 |
|
977,326 |
|
(1) This excludes the FLNG Gimi which was derecognized on COD with the concurrent recognition of “Net investment in sales-type lease” (note 7.2), secured against its specific debt facility (note 19).
Other Commitments
•The Board approved up to $31.6 million of funding for Macaw Energies of which as of December 31, 2025 the outstanding commitment was $1.0 million.
•In connection with the FID for the redeployment of FLNG Hilli under a 20-year agreement with SESA, the Board approved total expenditures of up to $350.0 million in May 2025 to support the vessel’s preparation and redeployment activities.
•In May 2025, we entered into a FEED study agreement for the potential development of a Mark III FLNG unit. The total outstanding commitment as of December 31, 2025 is approximately $1.0 million.
•In July 2025, we entered into a FEED study agreement for the potential development of a 3-train Mark I FLNG unit. The total outstanding commitment is approximately $1.8 million.
•Pursuant to the shareholders' agreement for SESA, in connection with our 10% equity interest, we have committed to fund our proportionate share of the required FLNG infrastructure and related capital contributions. As of December 31, 2025, our remaining funding commitment was $66.6 million in relation to our 10% equity interest in SESA.
Since December 31, 2025, the following non-recognized events have occurred:
•Release of Restricted Cash – LNG Hrvatska performance guarantees
In July 2025, we entered into an agreement with LNG Hrvatska to mutually terminate the Operate and Maintain (“O&M”) agreement prior to its contractual expiry date. Under the deed of termination, the two cash-backed performance guarantees related to the O&M agreement were discharged. In January 2026, the restricted cash plus accrued interest associated to the performance guarantees amounting to $13.3 million was released.
•Dividends
In February 2026, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2025 to shareholders of record on March 9, 2026, which was paid on March 18, 2026.
•SESA capital contribution
In February 2026, we contributed approximately $15.4 million to SESA as an irrevocable contribution against future subscription of shares. The contribution is expected to be capitalized on or before December 31, 2026 in accordance with the shareholders’ agreement. Following this contribution, Golar continues to hold a 10% equity interest in SESA.
•SESA shareholder loan
In February 2026, we entered into a credit agreement under which we agreed to provide SESA, as borrower, with a credit facility of up to $5.6 million.
Subsequent to execution of the agreement, SESA has drawn $2.6 million under the facility. Amounts drawn bear interest at Term SOFR plus a margin of 3.875%, with interest payable semi-annually. The loan matures on April 15, 2029, with principal repayable in two equal semi-annual installments.
•Sale of investment in OLT
In March 2026, we sold our entire 2.69% shareholding in OLT Offshore LNG Toscana S.p.A., which was fully impaired in 2019, pursuant to a Sale and Purchase Agreement with SNAM S.p.A. for a consideration of $3.1 million.
EX-2.2
2
glng-12312025xex22.htm
EX-2.2
Document
Exhibit 2.2
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of Golar LNG Limited's securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Bermuda law, including the Companies Act 1981 of Bermuda (the “Companies Act”). The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Bermuda law, our Memorandum of Association and bye-laws as amended on September 20, 2013 and on September 24, 2020 (“Amended Bye-Laws”). We encourage you to read our Amended Bye-Laws and the applicable provisions of Bermuda law for additional information. Capitalized terms used and not otherwise defined in this Exhibit shall have the respective meanings ascribed to them in the Annual Report on 20-F of which this Exhibit is a part.
DESCRIPTION OF COMMON SHARES
The respective number of common shares issued and outstanding as of the last day of the fiscal year for the annual report on Form 20-F to which this description is attached or incorporated by reference as an exhibit, is provided on the cover page of such annual report on Form 20-F. All the Company’s issued and outstanding shares are fully paid in. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.
Voting Rights
The holders of our common shares will be entitled to one vote per share on each matter requiring the approval of the holders of the common shares. At any annual or special general meeting of shareholders where there is a quorum, a simple majority of votes cast will generally decide any matter, unless a different vote is required by express provision of our Amended Bye-Laws or Bermuda law.
The Companies Act and our Amended Bye-Laws do not confer any conversion or sinking fund rights attached to our common shares.
Preemptive Rights
Bermuda law does not provide a shareholder with a preemptive right to subscribe for additional issues of a company’s shares unless, and to the extent that, the right is expressly granted to the shareholder under the bye-laws of a company or under any contract between the shareholder and the company.
Holders of our common shares do not have any preemptive rights pursuant to the Amended Bye-Laws.
Transfer of Shares
Subject to the Companies Act, any shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board of Directors may approve.
The Board of Directors may decline to register the transfer of any share which is not a fully-paid share, and may direct the Registrar to decline (and the Registrar shall decline if so requested) to register the transfer of any interest in any share held through the VPS, if the registration of such transfer would be likely, in the opinion of the Board, to result in fifty percent or more of the aggregate issued share capital of the Company or shares of the Company to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company being held or owned directly or indirectly, (including, without limitation, through the VPS) by a person or persons resident for tax purposes in a jurisdiction which applies a controlled foreign company tax legislation or a similar tax regime which, in the Board's opinion, will have the effect that shareholders are taxed individually for a proportion of the Company's profits (a Combating the Financing of Terrorism Jurisdiction (“CFT Jurisdiction”)), provided that this provision shall not apply to the registration of shares in the name of the Registrar as nominee of persons whose interests in such shares are reflected in the VPS, but shall apply, mutatis mutandis, to interests in shares of the Company held by persons through the VPS.
Where our common shares are listed or admitted to trading on any appointed stock exchange, such as NASDAQ, they will be transferred in accordance with the rules and regulations of such exchange.
Repurchase of Shares
Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, our Board may from time to time repurchase any common shares for cancellation or to be held as treasury shares.
Holders of our common shares, however, do not have any right to require the Company to purchase their shares pursuant to the Amended Bye-Laws.
Redemption of Preference Shares
The Company may, with the approval of the shareholders, issue preference shares which are redeemable at the option of the Company or the holder, subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws.
Call on Shares
Pursuant to the Amended Bye-Laws, the Board may from time to time make calls upon our shareholders in respect of any moneys unpaid on their shares.
Reduction of Share Capital
Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, the shareholders may by resolution authorize the reduction of the Company’s issued share capital or any capital redemption reserve fund or any share premium or contributed surplus account in any manner.
Dividend and Other Distributions
Under the Companies Act, a company may, subject to its bye-laws and by resolution of the directors, declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that (a) the company is, and would after the payment be, able to pay its liabilities as they become due and (b) the realizable value of its assets would be greater than its liabilities.
The Amended Bye-Laws provide that the Board from time to time may declare cash dividends or distributions out of contributed surplus to be paid to the shareholders according to their rights and interests, including such interim dividends as appear to the Board of Directors to be justified by the position of the Company.
Board of Directors
The Amended Bye-Laws provide that the Board shall consist of not less than two members and shall at all times comprise a majority of directors who are not resident in the United Kingdom. Our shareholders may change the minimum and the maximum number of directors by the vote of shareholders representing a simple majority of the total number of votes which may be cast at any annual or special general meeting, or by written resolution. Each director is elected at an annual general meeting of shareholders for a term commencing upon election and each director shall serve until re-elected or their successors are appointed on the date of the next scheduled annual general meeting of shareholders. There are no provisions for cumulative voting in the Companies Act or the Amended Bye-Laws and the Amended Bye-Laws do not contain any super-majority voting requirements for general shareholder voting or director elections, although the Amended Bye-Laws require a seventy-five percent vote to vary class rights and two-thirds majority (i.e., an ‘Extraordinary Resolution’) for certain other matters.
Subject to the Companies Act, the Amended Bye-Laws permit our directors to engage in any transaction or arrangement with us or in which we may otherwise be interested. Additionally, as long as our director declares the nature of his or her interest immediately or thereafter at a meeting of the board of directors, or by writing to the directors as required by the Companies Act, he or she shall not, by reason of his office be held accountable for any benefit derived from any outside office or employment.
Our directors are not required to retire because of their age and are not required to be holders of our common shares.
Removal of Directors and Vacancies on the Board
Under the Companies Act, any director may be removed, with or without cause, by a vote of the majority of shareholders if the bye-laws so provide. A company may remove a director by specifically convening a special general meeting of the shareholders.
The Amended Bye-Laws provide that directors may be removed, with or without cause, by a vote of the shareholders representing a majority of the votes present and entitled to vote at a special general meeting called for that purpose. The notice of any such special general meeting must be served on the director concerned no less than 14 days before the special general meeting and he or she shall be entitled to be heard at that special general meeting.
Any director vacancy created by the removal of a director from our Board at a special general meeting may be filled by the election of another director in his place by a majority vote of the shareholders entitled to vote at the special general meeting called for the purpose of removal of that director, or in the absence of such election, by the Board. The Board may fill casual vacancies so long as quorum of directors remains in office. Each director elected to the Board to fill a vacancy shall serve until the next annual general meeting of shareholders and until a successor is duly elected and qualified or until such director’s resignation or removal.
Shareholder Meetings
Under the Companies Act, an annual general meeting of the shareholders shall be held for the election of directors on any date or time as designated by or in the manner provided for in the bye-laws and held at such place within or outside Bermuda as may be designated in the bye-laws. Any other proper business may be transacted at the annual general meeting.
Under the Companies Act, any meeting that is not the annual general meeting is called a special general meeting, and may be called by the Board or by such persons as authorized by the company’s memorandum of association or bye-laws. Under the Companies Act, holders of one-tenth of a company’s issued common shares may also call special general meetings. At such special general meeting, only business that is related to the purpose set forth in the required notice may be transacted. Additionally, under Bermuda law, a company may, by resolution at any general meeting, elect to dispense with the holding of an annual general meeting for (a) the year in which it is made and any subsequent year or years; (b) for a specified number of years; or (c) indefinitely.
Under the Amended Bye-Laws, notice of any general meeting must be given not less than seven (7) days before the meeting and shall state the place, date and hour of the meeting and, in the case of a special general meeting, shall also state the purpose of such meeting and that it is being called at the direction of whoever is calling the meeting. Under Bermuda law, accidental failure to give notice will not invalidate proceedings at a general meeting.
Annual General Meetings. The Amended Bye-Laws provide that the Board may fix the date, time and place of the annual general meeting within or outside of Bermuda (but never in the United Kingdom or in a CFT Jurisdiction) for the election of directors and to transact any other business properly brought before the meeting.
Special General Meetings. The Amended Bye-Laws provide that special general meetings may be called by the Board and when required by the Companies Act (i.e. by holders of one-tenth of a company’s issued common shares through a written request to the Board).
Notice Requirements. The Amended Bye-Laws provide that we must give not less than seven (7) days’ notice before any annual or special general meeting.
Quorum of Shareholders
Under the Companies Act, where the bye-laws so provide, a general meeting of the shareholders of a company may be held with only one individual present if the requirement for a quorum is satisfied and, where a company has only one shareholder or only one holder of any class of shares, the shareholder present in person or by proxy constitutes a general meeting.
Under the Amended Bye-Laws, quorum at annual or special general meetings shall be constituted by at least two shareholders present in person or by proxy and entitled to vote (whatever the number of shares held by them).
Shareholder Action without a Meeting
Under the Companies Act, unless the company’s bye-laws provide otherwise, any action required to or that may be taken at a general meeting can be taken without a meeting if a written consent to such action is signed by the necessary majority of the shareholders entitled to vote with respect thereto.
The Amended Bye-Laws provide that, except in the case of the removal of auditors and directors, anything which may be done by resolution may, without an annual or special general meeting and without any previous notice being required, be done by resolution in writing, signed by a simple majority of all the shareholders or their proxies (or such greater majority required by the Companies Act), being all of the shareholders of the company who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution.
Shareholder’s Rights to Examine Books and Records
Under the Companies Act, any shareholder, during the usual hours of business, may inspect, for a purpose reasonably related to his or her interest as a shareholder, and make copies of extracts from the share register, and minutes of all general meetings.
Amendments to Memorandum of Association
Under Bermuda law, a company may, by resolution passed at an annual or special general meeting of shareholders, alter the provisions of the memorandum of association. An application for annulment of an alteration so adopted by the Company can be made to the Court, but can only be made by (i) holders of not less in the aggregate than 20% in par value of a company’s issued share capital, (ii) by holders of not less in the aggregate that 20% of the company’s debentures entitled to object to alterations to the memorandum, or (iii) in the case a company that is limited by guarantee, by not less than 20% of the shareholders.
Variation in Shareholder Rights
Under Bermuda law, if at any time a company has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied with (i) the consent in writing of the holders of 75% in nominal value of the issued shares of that class, or (ii) the sanction of a resolution passed at a separate general meeting of holders of the shares of the class at which a quorum consisting of at least two persons holding or representing of one-third of the issued shares of the relevant class is present.
The Amended Bye-Laws may be amended from time to time in the manner provided for in the Companies Act, provided that any such amendment shall only become operative to the extent that it has been confirmed by a resolution passed by a simple majority of votes cast at a general meeting of the Company.
Vote on Amalgamations, Mergers, Consolidations and Sales of Assets
Under the Companies Act, any plan of merger or amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) must, unless otherwise provided for in a company’s bye-laws, be authorized by the company’s board of directors and its shareholders, and must be approved by a majority vote of three-fourths of those shareholders voting at such special general meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of the company on the Record Date are in attendance in person or by proxy at such special general meeting.
Under the Amended Bye-Laws the Board of Directors may, with the sanction of a simple majority of votes cast at a general meeting of the Company, amalgamate the Company with another company, whether or not the Company is the surviving company and whether or not such an amalgamation involves a change in the jurisdiction of the Company.
Appraisal and Dissenters Rights
Under Bermuda law, in the event of an amalgamation or a merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the special general meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.
Derivative Actions
Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company, or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However, generally a derivative action will not be permitted where there is an alternative action available that would provide an adequate remedy. Any property or damages recovered by derivative action go to the company, not to the plaintiff shareholders. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company or that the company be wound up.
A statutory right of action is conferred on subscribers to shares of a Bermuda company against persons (including directors and officers) responsible for the issue of a prospectus in respect of damage suffered by reason of an untrue statement contained in the prospectus, but this confers no right of action against the company itself. In addition, subject to any limitations that may be contained in a company’s bye-laws, a shareholder may bring a derivative action on behalf of the company to enforce a right of the company (as opposed to a right of its shareholders) against its officers (including directors) for breach of their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company.
The Amended Bye-Laws contain provisions whereby each shareholder (i) agrees that the liability of our officers shall be limited, (ii) agrees to waive any claim or right of action such shareholder might have, whether individually or in the right of the Company, against any director, alternate director, officer, person or member of a committee, resident representative or any of their respective heirs, executors or administrators for any action taken by any such person, or the failure of any such person to take any action, in the performance of his or her duties, or supposed duties, to the Company or otherwise, and (iii) agrees to allow us to indemnify and hold harmless our officers and directors in respect of any liability attaching to such officer and director incurred by him or her as an officer or director of the Company. The restrictions on liability, indemnity and waiver do not extend to any liability of an officer or director for fraud or dishonesty.
Liquidation
Under Bermuda Law, in the event of our liquidation, dissolution or winding up, the holders of common shares of a company are entitled to share in its assets, if any, remaining after the payment of all of its debts and liabilities, subject to any liquidation preference on any outstanding preference shares.
Limitations on Ownership
There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.
Listing
Our common shares have been quoted on the NASDAQ Global Select Market, or NASDAQ, since our initial public offering in 2002 and traded under the ticker symbol "GLNG".
Comparison of Bermuda Law to Delaware Law
The following table provides a comparison between some statutory provisions of the Delaware General Corporation Law and the Bermuda Companies Act relating to shareholders’ rights.
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Bermuda |
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Dividends
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Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital is surplus. Net assets means the amount by which total assets exceed total liabilities.
Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. |
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Under the Companies Act, a company may declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that (a) the company is, and would after the payment be, able to pay its liabilities as they become due and (b) the realizable value of its assets would be greater than its liabilities. (Companies Act § 54). |
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| Directors |
| Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation. |
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The number of directors is fixed by the bye-laws, and any changes to such number must be approved by the Board of Directors and/or the shareholders in accordance with the company's bye-laws. (Companies Act §91). |
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| Dissenter’s Rights of Appraisal |
| Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration. |
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A dissenting shareholder of a Bermuda exempted company is entitled to be paid the fair value of his or her shares in an amalgamation or merger. (Companies Act § 106(6)). |
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| Shareholder Derivative Actions |
Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter developed upon such shareholder by operation of law. |
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Generally, class actions and derivative actions are not available to shareholders under Bermuda law. (See generally, Bermuda Companies Act).
Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is
alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the bye-laws.
Bermuda courts would further give consideration to acts that are alleged to constitute a fraud against the minority of shareholders, or, for instance, where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it.
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| Shareholder Meetings and Voting Rights |
Shareholder meetings may be held at such times and places as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the Board of Directors.
Special meetings of the shareholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws, or if not so designated, as determined by the Board of Directors.
Written notice shall be given not less than 10 nor more than 60 days before the meeting. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
Shareholder meetings may be held within or without the State of Delaware.
Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
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Shareholder meetings may be called by the Board of Directors and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at a general meeting. (Companies Act §74(1)).
Special meetings may be convened by the Board of Directors whenever they see fit, and the meetings shall be called special general meetings. (Companies Act §71(2)).
May be held in or outside of Bermuda.
Notice:
- Notice of all general meetings shall specify the place, the day and hour of the meeting. (Companies Act §71(3)).
- Notice of special general meetings shall specify the place, the day, hour and general nature of the business to be considered at the meeting. (Companies Act §71(3)).
- Notwithstanding any provision in the bye-laws of a company, at least five days’ notice shall be given of a company meeting. (Companies Act §75(1)).
- The unintentional failure to give notice to any person does not invalidate the proceedings. (Companies Act §71(4)).
Generally, any action which may be done by resolution of a company in a general meeting may be done by resolution in writing. (Companies Act §77A).
Shareholders may act by written resolution to elect directors, but may not act by written resolution to remove directors. (Companies Act §77A(6)(b)).
Except as otherwise provided in our bye-laws or the Companies Act, any action or resolution requiring the approval of the shareholders may be passed by a simple majority of votes cast (Companies Act §77(2)).
Any person authorized to vote may authorize another person or persons to act for him by proxy. (Companies Act §77(3)).
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The bye-laws may specify the number to constitute a quorum for a general meeting of the Company. In the case of a company having only one member, one member present in person or by proxy constitutes the necessary quorum. (Companies Act § 71(5)).
When a quorum is once present to constitute a meeting, the byelaws may provide for whether or not it is broken by the subsequent withdrawal of any shareholders. (Companies Act §13(2)(f)).
The bye-laws may provide for cumulative voting in the election of directors. (Companies Act §77).
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EX-4.22
3
a240704bareboatcharterar.htm
EX-4.22 LNG BAREBOAT CHARTER AGREEMENT
a240704bareboatcharterar
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. Execution Version July 4, 2024 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”), a company established and duly incorporated under the laws of the Marshall Islands, under company registration number 68975, with its registered office located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960, hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”, together with Owner, the “Parties” and each of them individually a “Party”), a company established and duly incorporated under the laws of Argentina, with its registered office located at L. N. Alem 1180, piso 9, Ciudad Autónoma de Buenos Aires, to enter into an FLNG Bareboat Charter Agreement on the terms set out in Annex I attached hereto (the “Charter”). This Offer shall be valid for a period of 15 (fifteen) days and will be considered accepted if Charterer delivers to us, and we receive within said period of days, a letter of acceptance. If on or prior to the expiration of the 15 (fifteen) days period Owner receives said letter of acceptance, then as among the Parties an agreement shall become effective upon the terms and conditions set forth in the Charter, such Charter being valid, binding, effective and enforceable with respect to the Parties from the date of acceptance of the Offer (the “Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director i TABLE OF CONTENTS Page Definitions ....................................................................................................................................... 1 FLNG Vessel to be Chartered ........................................................................................................ 15 2.1 The FLNG Vessel ............................................................................................................. 15 2.2 Tests and Programs ........................................................................................................... 15 2.3 Classification Society Records and Inspections................................................................ 16 2.4 FLNG Vessel Classification and Inspection Failures ....................................................... 16 2.5 FLNG Vessel Registry ...................................................................................................... 17 2.6 Name Change and Marking of FLNG Vessel ................................................................... 17 2.7 Importation of the FLNG Vessel/Customs/Foreign Trade................................................ 17 2.8 Authorizations ................................................................................................................... 18 2.9 Conditions Precedent ........................................................................................................ 18 2.10 Substitute Vessel ............................................................................................................... 20 2.11 Right of First Offer ........................................................................................................... 20 Description and Condition of FLNG Vessel and Terminal ........................................................... 21 3.1 FLNG Vessel Condition ................................................................................................... 21 3.2 Owner’s Obligations Post-Delivery .................................................................................. 22 3.3 FLNG Vessel Specifications; Terminal Specifications; Compatibility ............................ 22 3.4 Change in Law .................................................................................................................. 23 3.5 Title and Risk of Loss of Feed Gas and LNG ................................................................... 24 3.6 Charterer’s Responsibilities .............................................................................................. 24 Charter Term .................................................................................................................................. 24 4.1 Initial Period ..................................................................................................................... 24 4.2 Termination for Owner Default ........................................................................................ 24 4.3 Termination for Charterer Default .................................................................................... 25 4.4 Termination for Loss of FLNG Vessel ............................................................................. 26 4.5 Payment Upon Default and Termination .......................................................................... 27 4.6 Termination for Convenience ........................................................................................... 27 4.7 Special Termination Rights............................................................................................... 27 Delivery and Redelivery ................................................................................................................ 27 5.1 Inspections and Tests Prior to Delivery ............................................................................ 27 5.2 Delivery and Delivery Date .............................................................................................. 28 5.3 Availability Notice, Delivery Windows and Commercial Start Date ............................... 28 5.4 Commissioning Gas .......................................................................................................... 29 5.5 Performance Test and Certificate of Acceptance .............................................................. 31 5.6 Rejection of FLNG Vessel ................................................................................................ 32 5.7 Redelivery ......................................................................................................................... 33 5.8 Bunkers and LNG Heel on Delivery and Redelivery ....................................................... 33 5.9 Redeployment ................................................................................................................... 33 5.10 Early Hire .......................................................................................................................... 34 5.11 Excess Hire for Over Production ...................................................................................... 35 Hire ................................................................................................................................................ 35 6.1 Monthly Hire Fee .............................................................................................................. 35 6.2 Incremental Costs ............................................................................................................. 36 ii Payment of Hire ............................................................................................................................. 37 7.1 Monthly Invoices .............................................................................................................. 37 7.2 Other Statements ............................................................................................................... 37 7.3 Adjustments ...................................................................................................................... 37 7.4 Payment Due Dates ........................................................................................................... 38 7.5 Payment ............................................................................................................................ 38 7.6 Set Off ............................................................................................................................... 39 7.7 Disputed Statements ......................................................................................................... 39 7.8 Audit Rights ...................................................................................................................... 39 7.9 Final Settlement ................................................................................................................ 40 Taxes .............................................................................................................................................. 40 8.1 Allocation.......................................................................................................................... 40 8.2 Deduction, Withholding and Tax Gross Up ..................................................................... 41 8.3 Refunds, Credits and Reimbursements ............................................................................. 41 General Average ............................................................................................................................ 42 Failure to Provide Capacity; Retainage Allowance ....................................................................... 42 10.1 Capacity Unavailability Events......................................................................................... 42 10.2 Calculation of Time .......................................................................................................... 42 10.3 Termination for Extended Capacity Unavailability .......................................................... 42 10.4 Set Off and Liquidation of CUQ Credits Upon Termination ............................................ 43 10.5 Retainage .......................................................................................................................... 43 Force Majeure ................................................................................................................................ 44 11.1 Events of Force Majeure ................................................................................................... 44 11.2 Force Majeure Notice and Resumption of Normal Performance ..................................... 45 11.3 Excuse From Performance ................................................................................................ 46 11.4 Termination for Force Majeure ......................................................................................... 47 Lien Provisions .............................................................................................................................. 47 12.1 Owner Liens ...................................................................................................................... 47 12.2 Charterer Liens ................................................................................................................. 47 12.3 Release of Lien ................................................................................................................. 47 Requisition and Lay Up of the FLNG Vessel ................................................................................ 47 13.1 Requisition or Seizure ....................................................................................................... 47 13.2 Charterer’s Option to Lay Up FLNG Vessel .................................................................... 48 Insurance ........................................................................................................................................ 48 14.1 Insurance Obligation ......................................................................................................... 48 14.2 Premiums, P&I Calls, and Deductibles ............................................................................. 48 14.3 Certificate of Insurance ..................................................................................................... 48 14.4 Owner’s Insurance Endorsements ..................................................................................... 48 14.5 Owner’s Duties ................................................................................................................. 49 14.6 No Coverage; Failure to Maintain Coverage .................................................................... 49 14.7 Claims ............................................................................................................................... 50 Liabilities ....................................................................................................................................... 50 15.1 Personnel Indemnification ................................................................................................ 50 iii 15.2 Property of Owner and Charterer ...................................................................................... 51 15.3 No Limitation on Other Indemnities ................................................................................. 51 15.4 General Liability ............................................................................................................... 52 15.5 Limitation of Liability of Owner and Charterer................................................................ 52 15.6 No Consequential Loss ..................................................................................................... 53 15.7 Survival ............................................................................................................................. 54 15.8 Exclusive Remedies .......................................................................................................... 54 Representations, Warranties and Covenants .................................................................................. 54 16.1 Owner’s Corporate Organization and Authority ............................................................... 54 16.2 Owner’s Business ............................................................................................................. 54 16.3 Owner’s Title; No Conflict ............................................................................................... 55 16.4 Charterer’s Corporate Organization and Authority .......................................................... 55 16.5 Charterer - No Conflict ..................................................................................................... 56 Credit Support ................................................................................................................................ 56 17.1 Credit Support ................................................................................................................... 56 Assignment and Transfer ............................................................................................................... 57 18.1 Assignment by Charterer .................................................................................................. 57 18.2 Assignment by Owner ...................................................................................................... 57 Business Principles and Practices .................................................................................................. 58 19.1 Business Principles ........................................................................................................... 58 19.2 Business Practices ............................................................................................................. 58 Intellectual Property Rights and Indemnification .......................................................................... 60 20.1 Intellectual Property Rights .............................................................................................. 60 20.2 Intellectual Property Rights Indemnification .................................................................... 60 Confidentiality ............................................................................................................................... 61 21.1 Confidentiality Undertaking ............................................................................................. 61 21.2 Permitted Disclosure ......................................................................................................... 61 21.3 Right to Disclose Confidential Information ...................................................................... 63 21.4 Injunction and Equitable Remedies .................................................................................. 63 21.5 Duration ............................................................................................................................ 63 21.6 Press Release..................................................................................................................... 63 Lender’s Rights .............................................................................................................................. 63 22.1 Financing Requirements ................................................................................................... 63 22.2 Right of Collateral and Direct Agreements ...................................................................... 64 Governing Law and Jurisdiction .................................................................................................... 64 Dispute Resolution ......................................................................................................................... 65 24.1 Reference to Representatives ............................................................................................ 65 24.2 Expert Determination ........................................................................................................ 65 Arbitration ...................................................................................................................................... 66 25.1 General .............................................................................................................................. 66 25.2 Rules ................................................................................................................................. 66 25.3 Limitations on Arbitral Tribunal ....................................................................................... 66
iv 25.4 Seat and Venue of the Proceeding .................................................................................... 66 25.5 Location of Hearings ........................................................................................................ 66 25.6 Language ........................................................................................................................... 66 25.7 Consolidation .................................................................................................................... 66 25.8 Proper Parties .................................................................................................................... 67 25.9 Selection of the Arbitral Tribunal ..................................................................................... 67 25.10 Interim Measures and Provisional Remedies .................................................................... 67 25.11 Specific Performance ........................................................................................................ 67 25.12 Award................................................................................................................................ 67 25.13 Enforcement of Award by a Court .................................................................................... 68 25.14 International Enforcement of Award ................................................................................ 68 25.15 Costs and Attorney’s Fees ................................................................................................ 68 25.16 Interest .............................................................................................................................. 68 25.17 Payment of the Award ...................................................................................................... 68 25.18 Severability ....................................................................................................................... 68 25.19 Confidentiality .................................................................................................................. 68 Sanctions ........................................................................................................................................ 69 26.1 Operation of the FLNG Vessel and Sanctions .................................................................. 69 26.2 Non-Compliant Parties ..................................................................................................... 69 Miscellaneous ................................................................................................................................ 70 27.1 Notices .............................................................................................................................. 70 27.2 Indemnity .......................................................................................................................... 71 27.3 Notification and Conduct of Claims ................................................................................. 71 27.4 Limitation.......................................................................................................................... 71 27.5 Time is of the Essence ...................................................................................................... 72 27.6 Liquidated Damages ......................................................................................................... 72 27.7 Amendments ..................................................................................................................... 72 27.8 Successors and Assigns .................................................................................................... 72 27.9 Waiver ............................................................................................................................... 72 27.10 Waiver of Immunity .......................................................................................................... 73 27.11 No Third Party Beneficiaries ............................................................................................ 73 27.12 Rules of Construction: Drafting ........................................................................................ 73 27.13 Survival of Rights ............................................................................................................. 73 27.14 Rights and Remedies ........................................................................................................ 73 27.15 Interpretation ..................................................................................................................... 73 27.16 Replacement or Modification of Rates and Indices .......................................................... 75 27.17 Interest .............................................................................................................................. 76 27.18 Disclaimer of Agency ....................................................................................................... 76 27.19 Severance of Invalid Provisions........................................................................................ 76 27.20 Compliance with Laws ..................................................................................................... 76 27.21 Expenses ........................................................................................................................... 76 27.22 Scope ................................................................................................................................. 76 27.23 Counterpart Execution ...................................................................................................... 77 v EXHIBITS Exhibit A Annual Adjustment Exhibit B FOB LNG Price Exhibit C- PRELIMINARY Performance Test Principles Exhibit D-1 Form of Guarantee (Owner) Exhibit D-2 Form of Guarantee (Charterer) Exhibit E Form of Certificate of Acceptance Exhibit F Form of Certificate of Redelivery Exhibit G - PRELIMINARY Authorizations Exhibit H - PRELIMINARY Owner’s Insurance Requirements Exhibit I- PRELIMINARY Nameplate Capacity Exhibit J Reservation Notice Exhibit K - PRELIMINARY Retainage Allowance ANNEX I TO THE OFFER BBCA 1/2024 Recitals: (A) Whereas, Charterer plans to develop a Gas liquefaction project in Argentina which involves the deployment of an FLNG Vessel (the “Project”); (B) Whereas, Charterer is the developer of a terminal in the Rio Negro Province of Argentina with undersea and terrestrial Gas pipelines starting from the interconnection of the onshore pipeline to the pipeline owned and operated by Transportadora de Gas del Sur SA or another Gas transmission pipeline to the flange of the manifold of the FLNG Vessel (the “Terminal”); (C) Whereas, Owner desires to let and charter hire the FLNG Vessel to Charterer, and Charterer desires to hire the FLNG Vessel from Owner for use as a floating liquefaction production unit to receive natural gas supplied by Charterer to the FLNG Vessel and to produce LNG; and (D) Whereas, Charterer will operate and maintain the FLNG Vessel during the Charter Term; Now, therefore, for and in consideration of the mutual undertakings set forth herein, Owner and Charterer hereby agree as follows: Definitions For the purposes of this Charter, and unless otherwise indicated herein, the capitalized terms used herein shall have the meanings ascribed to them in this Clause 1 and, unless otherwise indicated, such meanings shall apply to both the singular and plural forms of the terms. “Acceptable Credit Rating and Financial Standing” means: (a) in respect of Charterer: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (iii) such Person has a minimum Tangible Net Worth of [*****]; (b) in respect of a Guarantor of Charterer: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (iii) such Person has a minimum Tangible Net Worth of [*****]; (c) in respect of Owner: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or 2 (iii) such Person has a Tangible Net Worth of at least [*****]; “Acceptable Guarantor” means an Affiliate or shareholder of a Party that has and maintains an Acceptable Credit Rating and Financial Standing, or any other Person that, at the time the Guarantee is issued, is acceptable to the other Party in its sole discretion; “Additional Amounts” has the meaning given in Clause 8.2; “Adverse Metocean Conditions” means metocean conditions occurring at or in the close proximity of the Terminal which either (i) fall outside the safe conditions for the FLNG Vessel to carry out the required activity, determined in accordance with the mooring study and offloading/availability studies and risk analysis mutually developed by Owner and Charterer, consistent with the Terminal Specifications and applicable industry standards, no later than six (6) Months prior to the Scheduled Delivery Date, or (ii) which do not fall outside the determined safe conditions for the FLNG Vessel to carry out the required activity, but which cause a Governmental Authority to require (directly or indirectly) the cessation of such activity, including without limitation by requiring the closure of the Terminal or the port for reasons other than Owner’s failure to comply with the terms of this Charter; “Affiliate” means, in relation to a Party or any other entity, a Person which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Party or entity. For the purposes of this definition “control” means (a) the right to direct the policies or operations of the particular Person; or (b) the direct or indirect ownership of, in aggregate, more than fifty percent (50%) of the (i) equity shares, (ii) voting stock or (iii) shares carrying a right to vote at a general meeting (or its equivalent) of the particular Person; “Allowed Unavailability” means, in respect of each Contract Semester, a quantity of LNG equal to [*****]; provided that: [*****] . “Annual Adjustment” has the meaning given in Exhibit A; “Annual FOB LNG Price” has the meaning given in Exhibit B; “Applicable Corruption Law” means all of the laws relating to bribery, corruption, the general money laundering provisions in criminal laws, fraud or similar activities of: (i) Argentina; (ii) the country of organization and principal place of business of each Party; and (iii) the provisions of the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act; “Applicable Law” means any law, regulation, Authorization, administrative and judicial provision, constitution, decree, judgment, legislation, order, ordinance, code, directive, statute, treaty or other legislative measure, in each case of any Governmental Authority from time to time in force, including any treaty or International Standard which is ratified by any Governmental Authority of Argentina or any other Governmental Authority which has jurisdiction over the FLNG Vessel, which is legally binding on a Party; “Approved Mortgage” means any pledge, charge, mortgage, lien, claim or encumbrance or lease structure on the FLNG Vessel, her earnings and/or insurances that is entered into in favor of any Approved Mortgagee for itself and/or for the benefit of one or more other financiers to Owner and/or such other agreements and instruments as Owner shall determine are necessary or desirable to create in favor of any Approved Mortgagee any security interest in the FLNG Vessel, its earnings and insurance, Owner’s rights under this Charter; provided that any such Approved Mortgagee has executed and provided to Charterer an Approved Mortgagee’s Direct Agreement; “Approved Mortgagee” means any holder of an Approved Mortgage in whose favor pledges, charges, mortgages, liens and encumbrances are created; provided that such holder is either: (i) an international bank or other financial institution; or (ii) a controlled Affiliate of an international bank or other
3 financial institution, and as of the Execution Date shall include, Fortune Lianjiang Shipping S.A., China Development Bank and CSSC Leasing for so long as they satisfy the requirements of (i) or (ii) above; “Approved Mortgagee’s Direct Agreement” means a direct agreement to be entered into by any Approved Mortgagee and Charterer in a customary form reasonably acceptable to the Owner’s Lenders and the Lenders Agent; “Argentina” means the Republic of Argentina; “Argentinian Change in Law” means any Change in Law to the extent effected by a Governmental Authority of Argentina or otherwise relating to any Applicable Law or Authorization enacted or issued by any Governmental Authority of Argentina with jurisdiction over the FLNG Vessel; “Arrest” means the detention of a ship by judicial process to secure a maritime or other legal claim; “Authorizations” means any authorizations, consents, approvals, permits, rulings, resolutions, licenses, exemptions, filings, registrations and other authorizations, permissions or waivers, or similar documents of whatsoever nature, which are required to be obtained from and/or granted by any Governmental Authority; “Availability Notice” has the meaning given in Clause 5.3.5; “Banking Day” means any Day that is not a Saturday or Sunday or legal holiday in Buenos Aires, Argentina; London, England or New York, New York, United States or a Day on which banking institutions located in Buenos Aires, Argentina; London, England or New York, New York, United States, are legally required or authorized to close; “Bankruptcy Event” means, with respect to any Person, such Person: (a) is dissolved (other than pursuant to a solvent consolidation, amalgamation or merger); (b) becomes insolvent, is unable to pay its debts, or fails or admits in writing its inability generally to pay its debts, as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) (1) institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy, or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; or (2) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation, and such proceeding or petition is instituted or presented by a Person not described in the preceding paragraph (1) and, in each case, such proceeding or petition results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a solvent consolidation, amalgamation or merger); (f) becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all, or substantially all, of its assets; or (g) has a secured party take possession of all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case, within sixty (60) days thereafter; “Base Rate” means Term SOFR plus [*****] (or, if such rate is contrary to any Applicable Law, the maximum rate permitted by such Applicable Law); “Books and Records” means corporate records, bank statements, books of account, supporting documentation and other records and documentation (including invoices, transfer documents and any other documents), whether in paper or other form; 4 “Breaching Party” has the meaning given in Clause 19.2.6; “British Thermal Unit” or “Btu” means the amount of heat required to raise the temperature of one (1) avoirdupois pound of pure water from 59.0 degrees Fahrenheit to 60.0 degrees Fahrenheit at an absolute pressure of 14.696 pounds per square inch; “Business Day” means any Day that is not a Saturday or Sunday or legal holiday in Buenos Aires, Argentina or a Day on which banking institutions located in Buenos Aires, Argentina are legally required or authorized to close; “Capacity Unavailability Quantity” or “CUQ” have the meaning given in Clause 10.1.2; “Casualty Loss” means physical damage to the FLNG Vessel occurring after the Commercial Start Date; “Certificate of Acceptance” means a certificate of acceptance in respect of delivery of the FLNG Vessel in the form set out in Exhibit E; “Certificate of Redelivery” means a certificate in respect of the redelivery of the FLNG Vessel in the form set out in Exhibit F; “Change in Law” means the occurrence of any of the following after the Execution Date: (a) the enactment of any new Applicable Law, or the imposition of any Authorizations not required as at the Execution Date; (b) the modification, repeal or withdrawal of any existing Applicable Law or Authorization; (c) the commencement of any Applicable Law which has not become effective on the Execution Date; (d) a change in the interpretation or application by any Governmental Authority having jurisdiction over any of the Parties or the subject matter of this Charter of any Applicable Law or Authorization; or (e) a change in an International Standard of a character equivalent to the changes described under (a) to (d) above, but does not include any change in Applicable Law or Authorization effected by a Governmental Authority with jurisdiction over the FLNG Vessel to ratify or otherwise implement any International Standard that existed prior to the Execution Date to the extent that the FLNG Vessel and Owner were already obliged to comply with such International Standard; “Charter” has the meaning given in the Offer BBCA 1/2024; “Charter Term” has the meaning given in Clause 4.1; “Charterer” has the meaning given in the Offer BBCA 1/2024; “Charterer Default” has the meaning given in Clause 4.3; “Charterer Delay Event” means (a) any material failure of Charterer to comply with the requirements of Clause 3.6, (b) any failure of Charterer to comply with the Performance Test Protocol, including any failure to supply required Feed Gas, (c) any act or omission by any member of Charterer’s Group that prevents or interferes with or delays Owner’s performance of this Charter, (d) failure of Charterer to maintain at least three thousand Cubic Meters (3,000 m3) of LNG Heel (other than in any 5 Winter Period in which Charterer is not utilizing the FLNG Vessel), (e) any failure of Charterer to obtain or maintain in force any Authorization for which it is responsible under this Charter, in each case unless caused by (i) an event of Force Majeure or (ii) Owner’s failure to act in accordance with its obligations herein, and in each case to the extent such events prevent Owner from performing its obligations; “Charterer’s Facilities” means the Terminal, the Interconnecting Pipelines, and other facilities upstream of the Gas Receipt Point owned by Charterer (or its Affiliate(s)); “Charterer’s Group” means (i) Charterer; (ii) each of its Affiliates; (iii) each Transporter; (iv) any LNG Ship; (v) any Person selling, supplying or otherwise delivering Gas to, or on behalf of, Charterer; (vi) any Person buying or otherwise receiving LNG from, or on behalf of, Charterer from the Terminal; and (vii) contractors of any of the foregoing (including any tugs, tug owners and operators); “Charterer’s Indemnitee Group” means (i) Charterer; (ii) each of its Affiliates; (iii) each Transporter; (iv) any Person selling, supplying or otherwise delivering Feed Gas to, or on behalf of, Charterer or otherwise to the Terminal; (v) any Person purchasing or lifting LNG from Charterer; and (vi) each Representative of the foregoing; but shall not include any member of Owner’s Group; “Charterer’s Representatives” means any of Charterer’s representatives or designees, including any representatives of its Lenders; “Claiming Party” has the meaning given in Clause 27.3; “Class” or “Classification” has the meaning given in Clause 2.4.1; “Classification Society” means DNV or any other member of the International Association of Classification Societies that is agreed in writing by the Parties; “Commercial Start Date” has the meaning given in Clause 5.3.6; “Commissioning Gas” has the meaning given in Clause 5.4.1; “Conditions Precedent” has the meaning given in Clause 2.9.1; “Confidential Information” means (i) all the provisions and contents of this Charter; (ii) all information, reports, data, software or other material, whether written or oral, in electronic or magnetic format, and the contents thereof that a Party receives from the other Party in relation to this Charter; and (iii) any reports, digests or summaries created or derived by the receiving Party from any of the foregoing but only to the extent any of the foregoing is contained or reproduced in such reports, digests or summaries; “Consequential Loss” means: (a) any indirect, incidental, consequential, special, exemplary or punitive loss or damages; (b) any loss of profit, loss of income, loss of anticipated profits, loss of goodwill, loss of business, loss of anticipated saving, loss of use (partial or total), loss and/or deferral of production, loss of contracts, loss of time, loss of revenues or loss of reputation; or (c) any Liabilities incurred under or in connection with any other contracts between either of the Parties and any third parties, in each case, whether direct or indirect and whether or not foreseeable at the time of entering into this Charter; 6 “Constructive Total Loss” means any event, which is determined by the underwriters under the H&M Insurance policy (excluding any “total loss only” coverage) to be a constructive, compromised or arranged total loss of the FLNG Vessel for the purposes of such policies; “Contract Semester” means each half-year period starting on January 1 and ending on June 30 or starting on July 1 and ending on December 31 during the Charter Term; provided, however, that: (a) the first Contract Semester shall commence on the Commercial Start Date and end on the following June 30 or December 31, whichever occurs first, and; (b) the last Contract Semester end on the last Day of the Charter Term and commence on the immediately preceding July 1 or January 1, whichever is later; “Contract Year” means each annual period starting on January 1 and ending on December 31 during the Charter Term; provided, however, that: (a) the first Contract Year shall commence on the Commercial Start Date and end on the following December 31, and; (b) the last Contract Year shall commence on January 1 immediately preceding the last Day of the Charter Term and end on the last Day of the Charter Term; “CP Deadline” has the meaning given in Clause 2.9.4; “CP Fulfillment Date” has the meaning given in Clause 2.9.4; “CPI” the arithmetic average of the US Department of Labor Bureau of Labor Statistics Consumer Price Index for All Urban Consumers: All Items Less Food and Energy in U.S. City Average (CPILFESL); “CPIy” has the meaning set forth in Clause 6.1.1; “CPI0” has the meaning set forth in Clause 6.1.1; “Credit Rating” means a credit rating in respect of the senior, unsecured, long-term debt (not supported by third party credit enhancement) of a Person, by S&P, Fitch, or Moody’s or any successor in title to the rating agency business operated by the foregoing entities, but in all cases excluding national scale ratings (being ratings identified by a suffix to the credit rating identifying the national limitation); “Cubic Meter” means a volume equal to the volume of a cube each edge of which is one (1) meter; “CUQ Credit” has the meaning given in Clause 10.1.4; “Customs Agent” has the meaning given in Clause 2.7.3; “Day” means: (i) when used in connection with the application of a specification or the measurement of the FLNG Vessel’s performance, a period of twenty-four (24) consecutive hours beginning at the time such specification is to be applied or such performance measured, as the case may be; and (ii) when used in all other cases, a calendar day (including Saturdays, Sundays and legal holidays) in the location (as specified in Clause 27.1) of the Party charged with the action to which the number of Days expended is relevant. Unless expressly stipulated in this Charter, two or more Days shall run consecutively; “Deemed Performance” has the meaning given in Clause 5.5.4 “Deemed Performance Date” has the meaning given in Clause 5.5.4; “Defects Correction Period” has the meaning given in Clause 5.5.3; “Delivery Date” has the meaning given in Clause 5.2.1; “Delivery Location” has the meaning given in Clause 2.7.5; “Dispute” means any dispute, controversy, claim, counterclaim, demand, cause of action or any other controversy arising out of or relating in any way to this Charter, or the breach, termination, or invalidity thereof;
7 “Dollars” or “US$” means the legal currency of the United States; “Early Termination Payment” has the meaning given in Clause 4.6; “Early Volumes” has the meaning given in Clause5.10.1; “Effective Date” has the meaning given in Clause 2.9.1; “Event of Prolonged Force Majeure” has the meaning given in Clause 11.4; “Excess Volumes” has the meaning given in Clause 5.11; “Execution Date” has the meaning given in the Offer BBCA 1/2024; “Expert” means an independent person with appropriate qualifications and experience agreed upon between the Parties or, failing agreement within ten (10) Days of: (a) the initiation of the reference to Expert determination; or (b) the relevant Parties being notified that the Expert is unable or unwilling to complete the reference to Expert determination, as applicable, appointed upon the request of either of the Parties by the International Centre for Expertise of the ICC; “Feed Gas” means a quantity of Gas in MMBtu delivered or to be delivered (as relevant) to the Terminal by Charterer at the Gas Receipt Point that has been or will be converted into LNG; “FID” means final investment decision; “Final Window” has the meaning given in Clause 5.3.3; “Financing Party” has the meaning given in Clause 22.1; “First Window” has the meaning given in Clause 5.3.1; “FLNG Vessel” has the meaning given in Clause 2.1; “FLNG Vessel Specifications” means the specifications of the FLNG Vessel determined in accordance with Clause 3.3.1; “FOB LNG Price” has the meaning given in Exhibit B; “Force Majeure” has the meaning given in Clause 11.1.1; “Force Majeure Notice” has the meaning given in Clause 11.2.1; “Gas” means any hydrocarbon or a mixture of hydrocarbons consisting predominantly of methane, and which may include other hydrocarbons and non-hydrocarbons, in a gaseous state; “Gas Receipt Point” means the point at which the Terminal’s Gas pipeline meets the flange of the manifold of the FLNG Vessel; “Governmental Authority” means: (i) any governmental authority of Argentina; (ii) any maritime and other applicable authorities of the country of the Registry; (iii) any maritime and other applicable authorities of Argentina; (iv) the International Maritime Organization; and (v) any other governmental, maritime, port, terminal or other applicable authority having jurisdiction over a Party or the FLNG Vessel; “Guarantee” means an irrevocable payment guarantee, in the form attached hereto as Exhibit D, issued in favor of Owner or Charterer, as applicable; 8 “Guaranteed Available Capacity” or “GAC” means in respect of each Contract Year, the minimum quantity of LNG that the FLNG Vessel shall be required to be capable of producing in such Contract Year, which shall be a quantity of LNG equal to [*****]; “Guarantor” means any Person issuing a Guarantee in favor of Owner or Charterer, as applicable; “H&M Insurance” means Hull and Machinery Insurance; “Hire” means the remuneration owed by Charterer to Owner as established by Clause 6 or as otherwise calculated and payable under this Charter; “ICC” means the International Chamber of Commerce; “IMO” means International Maritime Organization; “Increased Taxes” means the net amount of increased Tax liability of Owner (excluding any Owner Taxes that are imposed on Owner subject to Clause 8.1.1) incurred during or prior to a Contract Year relating to the FLNG Vessel resulting from (A) the increase in rates of existing Taxes (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such increase is enacted after the Execution Date or (B) the imposition of a new Tax (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such new Tax is enacted after the Execution Date (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such reduction is enacted after the Execution Date; provided that Increased Taxes shall not include Taxes arising from a Specified Change in Law and Increased Taxes shall in no event be less than zero; “Incremental Costs” has the meaning given in Clause 6.2.1; “Initial Period” has the meaning given in Clause 4.1; “Intellectual Property Rights” means all rights whatsoever in any letters patent, design, registered design, unregistered design, trade name, and trademarks, copyright, database rights, know-how and all other industrial property rights; and rights in applications for any of the foregoing; “Interconnecting Pipelines” means the Gas transportation pipeline that connect the Terminal to the San Martin/Pipeline (“Transportadora de Gas del Sur SA”), and all Gas transportation pipelines that are required to connect the Terminal to the FLNG Vessel; “International Standards” means the LNG Vessel Standards and LNG Terminal Standards (as applicable); “IP Indemnified Persons” has the meaning set forth in Clause 20.2; “ISO” means the International Organization for Standardization; “LCIA” has the meaning given in Clause 25.2; “LCIA Rules” has the meaning given in Clause 25.2; “LDCD” has the meaning given in Clause 4.3; “LDOD” has the meaning given in Clause 4.2; “Lenders” has the meaning given in Clause 22.1.1; 9 “Lenders’ Agent” has the meaning given in Clause 22.1.1; “Liabilities” means all liabilities, costs, claims, disputes, demands, actions, suits, legal or administrative proceedings, judgments, damages, losses and expenses (including reasonable attorneys’ fees and other reasonable costs of litigation or defense), and any and all fines, penalties and assessments of, or responsibilities to, any Governmental Authority; “Liquefaction Equipment” means all machinery and equipment on board the FLNG Vessel relating to the capability of the FLNG Vessel to liquefy natural gas and discharge LNG; “LNG” means Gas in a liquid state at or below its boiling point at a pressure of approximately one (1) atmosphere; “LNG Delivery Point” means the point at which the flange couplings of the FLNG Vessel’s loading arms join the flange couplings of the LNG intake manifolds on board an LNG Ship; “LNG Heel” means LNG retained in the cargo tanks of the FLNG Vessel on completion of loading an LNG Ship; “LNG Reference Price” is eight Dollars per MMBtu (US$8.00/MMBtu); “LNG Ship” means a vessel that Charterer uses or proposes to use for transportation of LNG from the FLNG Vessel; “LNG Terminal Standards” means, if and to the extent not inconsistent with the express requirements of this Charter, the international regulatory and industry standards and practices applicable to the design, construction, equipment, operation or maintenance of an LNG liquefaction terminal (including floating liquefaction vessels), established by the following (which standards shall apply in the following order of priority in the event of any conflict): (i) any Governmental Authority of Argentina or a political subdivision thereof having jurisdiction over the FLNG Vessel; (ii) the World Association for Waterborne Transport Infrastructure (PIANC); (iii) the Oil Companies International Marine Forum (OCIMF) (to the extent applicable); (iv) the Society of International Gas Tanker and Terminal Operators (SIGTTO) (to the extent applicable); and (v) any internationally recognized non-governmental agency or organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG terminals to comply; “LNG Vessel Standards” means, if and to the extent not inconsistent with the express requirements of this Charter, the international regulatory and industry standards and practices applicable to the design, construction, equipment, operation, or maintenance of ocean-going vessels used to transport LNG, established by the following (which standards shall apply in the following order of priority in the event of any conflict): (i) the International Maritime Organization (IMO); (ii) the International Association of Classification Societies (IACS); (iii) the Oil Companies International Marine Forum (OCIMF); (iv) the Society of International Gas Tanker and Terminal Operators (SIGTTO); (v) the International Chamber of Shipping (ICS); and (vi) any other internationally recognized non-governmental agency or organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG vessels similar to those contemplated in this Charter, to comply; “Loading Port” means the Terminal and the port at which the Terminal is located, and any other loading port designated by Charterer in accordance with Clause 5.9; “Marine Services” means the provision of tugs and tug services, Pilots and piloting services, and escort vessels and services, as well as all services provided by the crews of the foregoing vessels that are required during loading of LNG Ships, for the operations, transiting, berthing, unberthing, tugging, towing, mooring, shifting of berths or departure of LNG Ships or the FLNG Vessel; 10 “Master” means (i) prior to the Commercial Start Date, the designated master of the FLNG Vessel from time to time, as determined by Owner and notified to Charterer for purposes of transporting and operating the FLNG Vessel, and (ii) after the Commercial Start Date, the designated master of the FLNG Vessel from time to time, as determined by Charterer; “Matters” means all matters, which are the subject of this Charter or in connection with this Charter and any matters resulting therefrom; “Minimum Monthly Hire” has the meaning given in Clause 10.1.5; “MMBtu” means one million (1,000,000) Btu; “Month” means a calendar month, and “Monthly” has a corresponding meaning; “Month M-1” has the meaning given in Exhibit B; “Monthly Annual Adjustment” has the meaning given in Exhibit A; “Monthly Hire Fee” has the meaning given in Clause 6.1.1; “Nameplate Capacity” means the nameplate capacity of the FLNG Vessel for the relevant ambient conditions at the Loading Port, as set forth on Exhibit I; “Non-Breaching Party” has the meaning given in Clause 19.2.6; “Non-Compliant Party” has the meaning given in Clause 27.3.2; “Non-Financing Party” has the meaning given in Clause 22.1; “Notices” has the meaning given in Clause 27.1; “Notification Date” has the meaning given in Clause 5.3.1; “Notified Party” has the meaning given in Clause 27.3; “OCIMF” means the Oil Companies International Marine Forum; “Off-Site Tests” has the meaning given in Clause 5.1.1; “Off-Spec Commissioning Gas” has the meaning given in Clause 5.4.4; “Offer” or “Offered” means, directly or through any other person or entity, to offer, promise, give, authorize or agree or to have offered, promised, given, authorized or agreed; “Owner” has the meaning given in the Offer BBCA 1/2024; “Owner Default” has the meaning given in Clause 4.2; “Owner’s Group” means: (i) Owner; (ii) Owner’s Affiliates; (iii) Owner’s subcontractors; and (iv) the Representatives of each of the foregoing; but shall not include any member of Charterer’s Group; “Owner’s Indemnitee Group” means (i) Owner; (ii) each of its Affiliates; and (iii) each Representative of the foregoing; but shall not include any member of Charterer’s Group; “Owner Taxes” means any federal, state, or local tax imposed on Owner’s revenue, receipts, income, profit, or capital gains under Applicable Law and excluding any Tax collected, levied, or imposed directly or indirectly, by a Governmental Authority of Argentina;
11 “P&I” means Protection and Indemnity insurance; “Party” and “Parties” means Owner and Charterer, and their respective successors and permitted assigns; “Payee” has the meaning given in Clause 8.2; “Payor” has the meaning given in Clause 8.2; “Performance Test” has the meaning given in Exhibit C; “Performance Test Protocol” has the meaning given in Clause 2.2.2(i); “Permitted Liens” means: (a) liens for unpaid Master’s and crew’s wages in accordance with usual maritime practice; (b) liens for salvage; (c) any ship repairer’s or outfitter’s possessory lien on the FLNG Vessel for an amount not exceeding [*****]; and (d) liens for Master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation and repair of the FLNG Vessel, provided such liens do not secure any item which is more than thirty (30) Days’ overdue (unless the overdue amount is being contested in good faith by appropriate steps and, for the payment of which, adequate reserves have been made) and so long as the existence of any such proceedings or the continued existence of any such lien does not involve any likelihood of the sale, forfeiture or loss of, or any interest in, the FLNG Vessel; “Person” means any individual, firm, sole proprietorship, corporation, stock company, limited liability company, trust, partnership, voluntary association, joint venture, unincorporated organization, institution, Governmental Authority or other legal entity; “Pilot” means: (a) any Person engaged by Transporter to come on board an LNG Ship to assist the master of such LNG Ship in pilotage, mooring and unmooring, docking and shove-off of such LNG Ship; and (b) any Person engaged by Owner or the operator of the FLNG Vessel, as applicable, to come on board the FLNG Vessel to assist the master of the FLNG Vessel in pilotage, mooring and unmooring, docking and shove-off of the FLNG Vessel; “Port Authority” means the Governmental Authority or Governmental Authorities, or Person appointed under Applicable Law or by the private operator(s) of the Loading Port, to operate the Loading Port and to act as the authorized entity for establishing rules for operation and regulating maritime activities at the Loading Port and in relation to the use of the Loading Port; “Port Charges” means all charges of whatsoever nature (including rates, tolls and dues of every description) in respect of the FLNG Vessel or an LNG Ship entering, arriving at, staying at or leaving the Terminal and/or the Loading Port, including harbor and light dues, charges imposed by fire boats, tugs and escort vessels, any Governmental Authority, the Argentinian Cost Guard, a Port Authority, a Pilot, and any other Person assisting an LNG Ship or the FLNG Vessel to enter, arrive at or leave the Loading Port; “Pre-Winter Delivery” has the meaning given in Clause 5.3.1; 12 “Public Official” means any officer, employee, director, officer, principal, consultant, agent, representative or official, whether appointed or elected, of any government or any department, agency or part thereof, or of any state owned agency or enterprise or joint venture/partnership (including a partner, shareholder of such an enterprise) with a state owned enterprise or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or part thereof, of, for or on behalf of any public international organization or any political party or political party official or candidate for office; “Q” has the meaning given in Clause 6.1.2; “Reasonable and Prudent Operator” means a Person seeking in good faith to perform its contractual obligations and, in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator, complying with Applicable Law and International Standards, engaged in the same type of undertaking under the same or similar circumstances and conditions; “Redeployment” has the meaning given to it in Clause 5.9.1; “Registry” has the meaning given in Clause 2.7; “Rejection Date” has the meaning given in Clause 5.6; “Remaining LNG” has the meaning given in Clause 5.6.2; “Representatives” means the officers, directors, employees of a Party and its Affiliates and their respective officers, directors, employees, or any other Person authorized by a Party to act on its behalf; “Required Performance Levels” has the meaning given in Exhibit C; “Reservation Notice” means written notice, in the form attached hereto as Exhibit J, provided by Charterer to Owner that Charterer wishes to reserve the Hilli Episeyo as the FLNG Vessel under this Charter; “Restricted Party” means a Person: (a) that is listed on a Sanctions List (whether designated by name or by reason of being included in a class of Person) under which commercial transactions are prohibited or limited; (b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to country-wide Sanctions Laws; (c) that is directly or indirectly controlled by a Person referred to in paragraphs (a) and/or (b) above and such ownership or control affects the Person`s ability to conduct or perform transactions based on such ownership or control; or (d) with which an Approved Mortgagee is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws; “Retainage” means Gas or LNG used as fuel or unavoidably lost or unaccounted for in connection with the operation of the FLNG Vessel; “Retainage Allowance” has the meaning given in Clause 10.5.1; “Retainage Credit” has the meaning given in Clause 10.5.2; 13 “ROFO Period” has the meaning given in Clause 2.11.3; “Sanctions Authority” means the Norwegian State, the Republic of Argentina, the United Nations, the European Union, the member states of the European Union, the United States of America and any authority acting on behalf of any of the foregoing entities; “Sanctions Laws” means the economic or financial sanctions laws, regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators that limit or prohibit commercial transactions with Persons, which are implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority, such as the laws or regulations implemented by the Office of Foreign Assets Controls of the United States Department of Treasury; “Sanctions List” means any list of Persons published in connection with Sanctions Laws by or on behalf of any Sanctions Authority; “Sanctions Warranty Notice” has the meaning given in Clause 26.2.2; “Scheduled Delivery Date” means the date that falls in the middle of the First Window as modified in accordance with Clause 5.3; “Second Window” has the meaning given in Clause 5.3.2; “SIGTTO” means the Society of International Gas Tanker and Terminal Operators; “SOFR” means the secured overnight financing rate for the applicable date published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time); “SOLAS” means the International Convention for the Safety of Life at Sea (SOLAS), 1974, as amended; “Spec Project” has the meaning given in Clause 2.11.1; “Spec Project Terms” has the meaning given in Clause 2.11.2; “Specified Change in Law” means any of the following Argentinian Change in Law: (a) a modification of an Authorization or the imposition of any restriction or condition for the export of LNG that restricts the quantity of LNG that Charterer is permitted to export on an annual basis to a quantity that is less than the [*****] of the original Authorization for such export; (b) the imposition of a new, or increase in an existing, export duty or other Tax on the export of LNG that results in an increase in export taxes (including other taxes on the export of LNG) to be paid by Charterer applicable to the Project or Charterer that were not existing or applicable as of the Effective Date; (c) restrictions on the ability of Charterer or its Affiliates to maintain currency abroad resulting from LNG export proceeds and to access foreign exchange markets in Argentina; or (d) the imposition of any policy by a Governmental Authority that requires Charterer to acquire Dollars in Argentina in a foreign exchange market in Argentina different from the foreign exchange market where the proceeds derived from the exports of LNG produced in the FLNG Vessel are settled; and in each case (a) to (d) above it is reasonably anticipated by Charterer to result in an adverse economic impact to Charterer, either individually or as an aggregate, of at least [*****] per Contract Year; “Substitute Vessel” has the meaning given in Clause 2.10; 14 “Tangible Net Worth” means as certified by an officer of the relevant Person, at any date of determination with respect to a Person, the amount (determined in accordance with generally accepted accounting principles in the United States that are applicable to the circumstances as of the date of determination, consistently applied) equal to (a) all consolidated assets of such Person and its consolidated subsidiaries, including any cash or cash equivalents and any assets consisting of equity securities or equity interests in any other entity, but excluding the value of goodwill and intangible assets of such Person and its consolidated subsidiaries, minus (b) all consolidated liabilities of such Person and its consolidated subsidiaries; “Tax” or “Taxes” means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies pertaining to any Governmental Authority of Argentina, in each case, in the nature of taxation including (without limitation), corporation tax, supplementary charge, petroleum revenue tax, income taxes, prepaid income taxes, sale taxes, use taxes, stamp duty, transfer taxes, gross income taxes, revenue taxes, capital gains taxes, value added taxes, social contribution taxes, employment taxes, government royalties, customs duties, export or import duties, excise duties, land and building taxes, environmental taxes, and levies and withholding taxes together with all penalties and interest relating thereto and any penalties and surcharges in respect of the associated reporting requirements relating to the movement of goods and provision of services, wherever or whenever levied or imposed directly or indirectly, by a Governmental Authority of Argentina. Taxes do not include Port Charges; “Technical Dispute” means any Dispute relating to (i) whether it can be reasonably anticipated that the FLNG Vessel can arrive at the Terminal within the applicable period as described in Clause 2.2.3; (ii) the FLNG Vessel Specifications; (iii) a measurement or testing procedure; or (iv) any other Dispute which, in each case, this Charter expressly provides for submission to an Expert or the Parties agree to submit to an Expert, pursuant to Clause 24.2; “Term SOFR” means the forward-looking term rate based on SOFR for a three month tenor on the day (such day, the “Three Month SOFR Determination Day”) that is two (2) Business Days prior to the first day of such three month period, as such rate is published by CME Group Benchmark Administration Limited (“CME”); provided, however, that if as of 5:00 p.m. (New York City time) on any Three Month SOFR Determination Day the forward-looking term rate based on SOFR has not been published, then three month SOFR will be the forward-looking term rate based on SOFR for such tenor as published by CME on the first preceding Business Day for which such term rate was published by CME; provided, that if three month SOFR determined as provided above shall ever be less than 0%, then Term SOFR shall be deemed to be [*****]; “Terminal” has the meaning given in the Recitals of this Charter; “Terminal Specifications” means the specifications of the Terminal determined in accordance with Clause 3.3.1; “Total Loss” means the actual total loss of the FLNG Vessel; “Transporter” means any Person including any ship manager who owns or operates an LNG Ship; “United States” or “U.S.” means the United States of America; “Variable Component” has the meaning set forth in Clause 6.1.2; “Willful Breach” means a breach of this Agreement that is a consequence of an act or failure to act undertaken by the breaching party with knowledge that such party’s act or failure to act would constitute a breach of this Agreement;
15 “Winter Delivery” has the meaning given in Clause 5.3.1; “Winter Period” means the period beginning on the first Day of May of the calendar year during which the relevant Contract Year occurs and ending on the final Day of September of such calendar year; “X” has the meaning set forth in Clause 6.1.1; and “Z” has the meaning set forth in Clause 6.1.1. FLNG Vessel to be Chartered 2.1 The FLNG Vessel Subject to the terms and conditions of this Charter, Owner shall procure, own and charter to Charterer, and Charterer shall hire from Owner, a single floating LNG production unit, with a nameplate production capacity of LNG equal to the Nameplate Capacity including the Liquefaction Equipment and its other appurtenances, machinery, equipment and fittings, (the “FLNG Vessel”). As of the Execution Date, Owner intends to utilize the Hilli Episeyo as the FLNG Vessel. 2.2 Tests and Programs Liquefaction Equipment Owner shall ensure that the Liquefaction Equipment (and each part thereof) shall comply with the Liquefaction Equipment manufacturer’s recommendations and Classification Society requirements. Testing and Manual (i) Attached hereto as Exhibit C are the principles for a protocol for the conduct of the Performance Test (the “Performance Test Protocol”). Within four (4) Months following the Execution Date, Owner shall provide Charterer with a draft of the Performance Test Protocol. Charterer shall provide comments to such proposed Performance Test Protocol, if any, no later than two (2) Months after receipt of the draft Performance Test Protocol from Owner. Owner shall use reasonable endeavours to incorporate such comments and deliver to Charterer a final Performance Test Protocol no later than December 31, 2024; provided that any disagreement relating to any element of such Performance Test Protocol shall be subject to Expert resolution as a Technical Dispute pursuant to Clause 25.2. (ii) Subject to Clause 5.1.2, Owner, with the assistance of Charterer shall conduct the Performance Test at the Loading Port in accordance with the Performance Test Protocol and Charterer shall be solely responsible for supplying (at Charterer’s sole cost) all Marine Services and Commissioning Gas in accordance with this Charter. In addition to Owner’s obligations set forth in Clause 2.3, Owner shall promptly deliver detailed reports of the results of any Off-Site Tests to Charterer. Owner shall provide the results of the Performance Test to Charterer in accordance with Clause 5.5. (iii) No later than three (3) Months prior to the Scheduled Delivery Date, Owner shall deliver to Charterer an operations manual providing (in reasonable detail) specifics as to the operation of the FLNG Vessel including the Liquefaction Equipment. 16 Rectification of Defects Prior to the Commercial Start Date, if the FLNG Vessel fails to reach the Required Performance Levels at the Terminal due to a defect or non-conformity in the FLNG Vessel, Owner shall (save as otherwise provided under the terms of this Charter), correct any such defect or nonconformity at no cost to Charterer. If any such corrective work causes the Commercial Start Date of the FLNG Vessel to be delayed, the provisions of Clause 5.5 shall apply. 2.3 Classification Society Records and Inspections Owner shall provide Charterer, promptly upon Charterer’s request and as often and at such intervals as Charterer reasonably requests, with any certificates or other documentation maintained by the Classification Society or Registry with respect to the FLNG Vessel. Owner shall notify Charterer if the Classification Society issues any recommendation or memorandum in respect of the condition or classification of the FLNG Vessel. 2.4 FLNG Vessel Classification and Inspection Failures Owner shall cause the FLNG Vessel to be classed by the Classification Society as provided in the FLNG Vessel Specifications (“Class” or “Classification”) and in such a way as to eliminate the need for dry-docking for a period of [*****] from the Commercial Start Date (it being understood that Owner will exercise reasonable endeavours to extend such period throughout the Charter Term) while the FLNG Vessel operates as a floating storage and liquefaction unit during such period if Charterer fully complies with all of its material obligations under this Charter. For avoidance of doubt, any obligation of Charterer under this Charter, of which Charterer’s noncompliance will, or is reasonably expected to, affect Owner’s ability to comply with this Clause 2.4.1, shall be treated as a material obligation of Charterer for purposes of this Clause 2.4.1 and Clause 2.4.3. Such Class shall be maintained by Owner at its expense throughout the Charter Term, unless the Parties otherwise agree to change the Class. Owner shall not take any action that will or is likely to jeopardize the FLNG Vessel’s Classification. Any increased cost for change in Class prior to delivery of the FLNG Vessel under this Charter shall be for Owner’s account unless requested by Charterer, in which case the cost shall be for Charterer’s account. Any change in Class shall be strictly subject to prior mutual agreement of the Parties. Any cost for change in Class after delivery of the FLNG Vessel under this Charter shall be for the account of the Party who requests the change of Class. Owner shall advise Charterer immediately, in writing, should the FLNG Vessel fail any inspection by the Classification Society or a Governmental Authority. Owner shall simultaneously advise Charterer of its proposed course of action to remedy the deficiencies that caused the failure of such inspection by the Classification Society or a Governmental Authority and/or the measures, which Owner proposes to take to comply with Applicable Law and Authorizations. If the FLNG Vessel at any time ceases to be classed by the Classification Society as provided in the FLNG Vessel Specifications as a direct result of a breach by Owner of its obligations in this Charter or such FLNG Vessel is required to dry-dock or otherwise depart the terminal to maintain class prior to the end of the Charter Term, then the FLNG Vessel shall be deemed to be unavailable and the Monthly Hire Fee shall be reduced to zero during such unavailability until the date that such Classification is reinstated in full. 17 2.5 FLNG Vessel Registry As of the Delivery Date, Owner shall cause the FLNG Vessel to be registered under the laws and flag of the Republic of Marshall Islands (the “Registry”). Owner shall maintain such Registry and ensure that the FLNG Vessel and Liquefaction Equipment complies with such Registry, at its expense throughout the Charter Term, except as may otherwise be agreed between Charterer and Owner. Consent by either Party to the other Party’s request for any change of Registry shall not be unreasonably withheld. All costs incurred in relation to a change in Registry prior to delivery of the FLNG Vessel under this Charter shall be for Owner’s account unless requested by Charterer, in which case the cost shall be for Charterer’s account. Any cost for change in Registry after delivery of the FLNG Vessel under this Charter shall be for the account of the Party who requests the change of Registry. Owner shall notify Charterer in the event of any change of Registry or change to the FLNG Vessel’s compliance therewith or maintenance thereof. 2.6 Name Change and Marking of FLNG Vessel Charterer may request a change in the name of the FLNG Vessel, which request shall not be made later than twelve (12) Months prior to the Scheduled Delivery Date, and shall be subject to Owner’s approval, such approval not to be unreasonably withheld. Upon its approval thereto, Owner shall at Charterer’s expense change the name of the FLNG Vessel in accordance with Charterer’s request. Owner shall consider any request by Charterer to change the name made later than twelve (12) Months before the Scheduled Delivery Date if reasonably practicable. Charterer may fly its house flag. Notwithstanding the foregoing, Owner may also fly its house flag atop Charterer’s house flag. 2.7 Importation of the FLNG Vessel/Customs/Foreign Trade. Charterer shall be responsible for conducting any administrative proceedings and legal requirements for the importation of the FLNG Vessel into Argentina to the Terminal and subsequent export of the FLNG Vessel upon redelivery hereunder; provided, that at Charterer’s request, Owner shall cooperate with Charterer and assist Charterer in conducting the foregoing procedures, including, but not limited to, by executing and delivering any papers, documents and instruments as may be necessary and appropriate in furtherance thereof. In all cases, Charterer shall be the importer of record for Argentinian customs purposes for the legal importation of the FLNG Vessel into Argentina, and subsequent exportation of the FLNG Vessel from Argentina (including, if applicable, any re-export and re- importation of the FLNG Vessel during the Charter Term required as a result of any legal requirements or conditions of any import permit obtained by Charterer hereunder), and shall pay all Taxes and costs and fees applicable to or arising out of the importation and subsequent exportation of the FLNG Vessel. No later than nine (9) Months before the Scheduled Delivery Date, Charterer shall designate a customs agent (the “Customs Agent”). The Parties shall each provide such 18 Customs Agent with the necessary authority to prepare and present to the applicable Argentinian Governmental Authority the necessary documentation for entry and clearance of the FLNG Vessel. Upon appointment of the Customs Agent, and subject to Clause 2.7.1, the Parties shall hold a meeting during which the Parties will establish the importation process and clearly define the responsibilities of each Party with respect to such importation process. Owner shall deliver the FLNG Vessel to Charterer at a location proximate to the Terminal to be designated by Charterer, with Charterer notifying Owner of such location at least sixty (60) Days prior to the Scheduled Delivery Date (such location the “Delivery Location”). The FLNG Vessel is to be cleared for import at the place of destination. All costs associated with Marine Services, shipping agents or any other person in respect of the delivery of the FLNG Vessel to the Terminal shall be invoiced directly to Charterer. Each Party shall use reasonable endeavours to cooperate in the optimization of the tax and regulatory structure for importation and exportation of the FLNG Vessel. 2.8 Authorizations Charterer shall obtain and maintain all Authorizations listed on Exhibit G. The obtaining and maintaining of any Authorization which may be required which is not expressly identified in this Charter shall be the responsibility of the Party who requires such Authorization to perform its obligations under this Charter. If Owner fails to comply with its obligation under Clause 2.8.4 and as a result Charterer fails to obtain, renew, comply with or maintain any Authorization and such failure results in reduced or no performance of the FLNG Vessel’s ability to send out LNG, such reduction in performance shall be treated in accordance with Clause 10 and Hire shall be reduced in accordance therewith without affecting Charterer’s termination rights pursuant to Clause 4.2.4. If the failure of Charterer to obtain any necessary Authorization required pursuant to Clause 2.8.1 results in a delay of performance under this Charter, such delay shall be a Charterer Delay Event, except to the extent that such delay is a result of Owner’s failure to provide to Charterer any document required to obtain such Authorization. Each Party shall use reasonable endeavours to assist the other Party in procuring and maintaining any Authorizations for which such Party is responsible pursuant to this Clause 2.8. 2.9 Conditions Precedent Except as expressly set forth to the contrary in this Charter, this Charter (other than this Clause 2.9 and Clauses 2.2.1, 2.10, 5.3.1, 5.3.2, 5.3.3, 15.1, 15.2, 15.3, 15.4, 15.5, 15.5.4, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27, which shall be in full force and effect as of the Execution Date) shall not become effective until the following conditions (the “Conditions Precedent”) have been satisfied or waived in accordance with this Clause 2.9 (the date on which all Conditions Precedent have been satisfied or waived, the “Effective Date”):
19 (i) Charterer has made a positive FID with regards to the Project; (ii) Charterer has received all LNG export permit(s) necessary to export LNG pursuant to this Charter; (iii) Charterer has obtained all applicable environmental approvals required to develop the Project; (iv) Charterer has applied for or obtained any applicable benefits of the Liquefied Natural Gas Promotion Bill (Proyecto de Ley de Promoción del Gas Natural Licuado) or the Regimen de Incentivo a Grandes inversiones, or any replacement legislation conferring similar benefits (as applicable), if such legislation is ultimately passed by the Argentinian Parliament; and (v) Charterer has fulfilled its credit support obligations in accordance with Clause 17.1.1. Promptly upon satisfaction of each of the applicable Conditions Precedent in Clause 2.9.1(i) to Clause 2.9.1(iv), Charterer shall notify Owner of such satisfaction. In the period from execution of this Charter until satisfaction of the Conditions Precedent, Charterer shall keep Owner informed of progress as to satisfaction of the Conditions Precedent in 2.9.1(i) to Clause 2.9.1(iv) on a Monthly basis and shall reply promptly to any request from Owner for an update as to status thereof. The Conditions Precedent in Clause 2.9.1(i) through 2.9.1(iv) are for the benefit of Charterer and may be waived only by Charterer. The Condition Precedent in Clause 2.9.1(v) is for the benefit of Owner and may be waived only by Owner. Charterer shall use reasonable endeavours to satisfy or procure the satisfaction of each Condition Precedent by [*****] (“CP Deadline”); provided that if (a) Charterer has applied for (i) the LNG export permit(s) necessary to export LNG pursuant to this Charter, (ii) all applicable environmental approvals required to develop the Project, and (iii) any applicable benefits of the Liquefied Natural Gas Promotion Bill (Proyecto de Ley de Promoción del Gas Natural Licuado) or the Regimen de Incentivo a Grandes Inversiones, or any replacement legislation conferring similar benefits (as applicable), if such legislation is ultimately passed by the Argentinian Parliament, and (b) has not received such approval(s), permit(s) and requested benefits by [*****], then the CP Deadline shall be automatically extended to [*****], and all Conditions Precedent continue to apply and Charterer shall continue to use reasonable endeavours to satisfy or procure satisfaction of each Condition Precedent. The Day on which all the Conditions Precedent have been satisfied or waived shall be the “CP Fulfillment Date”. In addition to such automatic extension of the CP Deadline set forth above, the Parties may extend the CP Deadline by mutual agreement. In the event that Charterer requests such a mutually agreed extension of the CP Deadline, the Parties shall meet and discuss in good faith regarding the extension for a period of no less than five (5) Business Days, and Charterer shall provide to Owner (i) an explanation for the delay in achieving the CP Fulfillment Date, and (ii) Charterer’s proposed plan and timeline on achieving the CP Fulfillment Date as expeditiously as practicable. If the Conditions Precedent in Clause 2.9.1(i) to 2.9.1(iv) have not been satisfied or waived by the CP Deadline (as extended pursuant to Clause 2.9.4 above), then at any time after the 20 CP Deadline (as so extended and following any extension discussion period requested pursuant to Clause 2.9.4), either Party may give the other Party notice of termination of this Charter, and Charterer shall pay Owner [*****] within fifteen (15) Business Days after receiving an invoice for such amount from Owner; provided that if the Day for such payment is not a Banking Day, such payment shall be due and payable on the next Banking Day. Other than Charterer’s payment of the foregoing sum, any such termination shall be without further liability to either Party, save in respect of liability already accrued in respect of any breach of those provisions which have been effective as from the Execution Date as listed in Clause 2.9.1. Notwithstanding anything else in this Charter, if Charterer has not issued the Reservation Notice to Owner prior to [*****], either Party may terminate this Charter on or before [*****], and no further liability shall accrue to either Party from the date of such termination. In the event that neither Party serves such notice on or before [*****], this Charter shall remain in effect, the CP Deadline will continue to apply in accordance with Clause 2.9.4, and Clause 2.10 shall not apply. 2.10 Substitute Vessel As of the Execution Date, Owner intends to utilize the Hilli Episeyo as the FLNG Vessel. Charterer may issue the Owner with a Reservation Notice at any time from the Execution Date until [*****]. Prior to and in absence of Charterer’s issuance of a Reservation Notice to Owner, Owner shall have the right (but not the obligation) to replace the FLNG Vessel with a substitute vessel (the “Substitute Vessel”) with a production capacity equal to or greater than the Nameplate Capacity; provided that: (i) the Substitute Vessel meets performance standards and other obligations and criteria with respect to the FLNG Vessel as set forth in this Charter; and (ii) the Substitute Vessel is designated before the Effective Date of this Charter, unless otherwise agreed. Owner’s notice of its intent to utilize a Substitute Vessel shall designate the Delivery Date for such Substitute Vessel, and such Delivery Date shall in no event be before [*****] and no later than [*****]. Upon the notification from Owner of the provision of a Substitute Vessel, the Parties shall negotiate in good faith for a period of at least [*****] regarding the necessary amendments to this Charter that are necessary to accommodate the Substitute Vessel. The Monthly Hire Fee of the Substitute Vessel shall be equal to the Monthly Hire Fee calculated in accordance with Clause 6.1.1; provided that, to the extent the performance tests for any Substitute Vessel determine that the Substitute Vessel will have LNG production capacity higher than the Nameplate Capacity, and if Charterer utilizes such extra capacity, then the Monthly Hire Fee shall be increased by an amount equal to: [*****]. If the Parties do not reach an agreement in such negotiation period, then, either Party may terminate this Charter by providing [*****] notice to the other Party, and no further liability shall to either Party from the effective date of such termination. 2.11 Right of First Offer Effective as of the CP Fulfillment Date, until the second anniversary of the Effective Date, Charterer shall have a right to hire any floating LNG production unit that Owner has entered into a binding agreement with a shipyard to construct or convert an existing LNG vessel (other than any such unit for which Owner is developing in connection with an agreement with a third party charterer) (a “Spec Project”), subject to the terms of this Clause 2.11. 21 Promptly upon entering into such binding agreement to proceed with a Spec Project, Owner shall provide written notice to Charterer, and such notice shall include all materially relevant, available information regarding such Spec Project that is reasonably necessary for Charterer to make a decision whether or not to exercise its right to hire such Spec Project (including hire rate, storage capacity, throughput capacity, retainage rate, estimated O&M costs, and term of hire) (“Spec Project Terms”). Charterer’s right to elect to hire such Spec Project shall expire, if not exercised, within [*****] of the date that the Owner provides written notice regarding the existence of such Spec Project (the “ROFO Period”). If so exercised, the Parties shall negotiate in good faith to finalize the applicable hire agreement as soon as reasonably practicable, provided such hire shall not be conditioned on any condition precedent in respect of Charterer. If Charterer declines its option or otherwise fails to exercise its right to hire the Spec Project during the ROFO period, then Owner shall be free, without restriction, to deal with the Spec Project without any restriction, provided that if at any point during the Charter Term, Owner agrees to terms of hire materially more favorable to prospective customers than the Spec Project Terms to any other charterer, then Owner shall be liable to pay liquidated damages in the amount of [*****] to Charterer. For the avoidance of doubt, such payment shall be Charterer’s sole and exclusive remedy in connection with this Clause 2.11. Description and Condition of FLNG Vessel and Terminal 3.1 FLNG Vessel Condition Owner warrants to Charterer in respect of the FLNG Vessel that as of the Commercial Start Date and during the Charter Term: the FLNG Vessel shall comply with the FLNG Vessel Specifications, Applicable Law, International Standards and applicable Authorizations in all material respects; the FLNG Vessel shall be in every way fit to receive, handle, store, discharge and measure Gas and to store, discharge and measure LNG, respectively, safely and in bulk and shall be suitable for all operations contemplated by this Charter; the FLNG Vessel shall be in good working order and condition; the FLNG Vessel is equipped with tank gauges and devices (both primary and secondary) for measuring temperature, send-out rate, level and pressure which conform to generally acceptable practice in the use and service in which the FLNG Vessel is to be engaged (including the liquefaction of Feed Gas) and which are customarily maintained on board floating LNG vessels capable of liquefying LNG and which comply with Applicable Law, International Standards and Authorizations; the FLNG Vessel is equipped with VHF radiotelephone, satellite communications earth station, electronic mail capability, and such other radio telecommunication or other instantaneous communications equipment as may be required by the Registry and with a computer capable of maintaining and transmitting Charterer’s logs and other shipboard documents required to be transmitted via electronic mail to Charterer. 22 3.2 Owner’s Obligations Post-Delivery Unless caused by Charterer, and notwithstanding Charterer’s rights under Clause 5, Owner shall be responsible for ensuring the FLNG Vessel throughout the Charter Term is able to receive Feed Gas and produce LNG up to the Guaranteed Available Capacity. Owner shall use commercially reasonable endeavours to ensure that the FLNG Vessel throughout the Charter Term is able to produce annual quantities of LNG up to the Nameplate Capacity. Unless caused by Charterer, Owner shall be responsible for the costs of repairs to the FLNG Vessel, her machinery or appurtenances and/or replacements to her machinery or appurtenances occasioned by latent defects in the FLNG Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter. In the case of any Casualty Loss to the FLNG Vessel that is not a Constructive Total Loss or a Total Loss, Owner shall be responsible for the cost of the restoration or repair of such Casualty Loss, unless arising out of any gross negligence or willful misconduct of any member of Charterer’s Indemnitee Group. Prior to carrying out any work contemplated under Clause 3.2.2 or Clause 3.2.3 and if any such work impairs the FLNG Vessel’s ability to perform the Charter, Owner shall consult with Charterer and shall use reasonable endeavours to accommodate requests from Charterer as to the dates on which the FLNG Vessel shall be taken out of service and shall return to service. Owner shall use reasonable endeavours to schedule any work required as a result of Owner’s obligations under Clause 3.2.2 or Clause 3.2.3 between [*****] and [*****] in each Contract Year. Notwithstanding anything to the contrary in Clause 15, if the FLNG Vessel becomes a wreck and is an obstruction to navigation and has to be removed by order of any Governmental Authority having jurisdiction over the area where the FLNG Vessel is placed or as a result of Applicable Law, Owner and Charterer shall share liability in equal proportions for any and all expenses in connection with the salvage, raising, removal, destruction, lighting or marking of the FLNG Vessel, unless, and to the extent that such liability arises out of: (i) any gross negligence or willful misconduct of any member of the Charterer’s Indemnitee Group, in which case Charterer shall be wholly responsible for such expenses or (ii) any gross negligence or willful misconduct of any member of the Owner’s Indemnitee Group, in which case Owner shall be wholly responsible for such expenses. 3.3 FLNG Vessel Specifications; Terminal Specifications; Compatibility Owner shall provide to Charterer the FLNG Vessel Specifications before the earlier of (i) two (2) Months after the date that the Charterer provides Owner with a Reservation Notice or (ii) [*****]. Subject to: (a) Owner’s compliance with the foregoing; and (b) anything to the contrary specified in the other provisions of this Clause 3.3, Charterer shall be responsible for ensuring that the Terminal will be, and at all times remains, compatible with the FLNG Vessel. Without prejudice to the foregoing if any issue of compatibility of the FLNG Vessel with the Terminal arises, Owner and Charterer shall discuss the FLNG Vessel Specifications and the Terminal Specifications in good faith and each use its respective, reasonable endeavours to help achieve compatibility. On or before [*****], Charterer shall notify Owner of the Terminal Specifications, and Owner shall, as soon as possible but no later than twenty (20) Days after receiving such notification, confirm if the Terminal Specifications are compatible with the FLNG Vessel Specifications, or provide
23 any objections and supporting information therefor. If Owner does not provide a reply by the aforementioned deadline, the Terminal Specifications shall be deemed approved by Owner. Owner shall not modify the FLNG Vessel in such a manner that would render it incompatible with the Terminal Specifications unless such modification is required by a Change in Law (in which case Clause 3.4 shall apply). If Charterer makes any modification to the Terminal that renders it incompatible with the FLNG Vessel, Charterer shall compensate Owner for the reasonable cost of modifying the FLNG Vessel to be compatible with the modified Terminal through an adjustment to Hire amortizing the cost of such modification over the remainder of the term of the Charter assuming a [*****] internal rate of return. Owner shall use reasonable endeavours to effect such modifications to the FLNG Vessel, and Hire shall remain due and owing while the Terminal and/or FLNG Vessel undergoes any such modifications. 3.4 Change in Law To the extent not otherwise provided for under this Charter, Owner shall bear the cost of any modifications required to be made to the FLNG Vessel due to changes required by the Classification Society or, subject to Clause 3.4.4, any Change in Law other than an Argentinian Change in Law. Charterer shall bear the cost of any modifications required to be made to the FLNG Vessel due to any Argentinian Change in Law; provided, however, that if such modification is due to the implementation of any of the LNG Terminal Standards referenced in sub-clauses (ii) through (v) of the definition of “LNG Terminal Standards”, such cost shall be borne by Owner. To the extent the referred cost must be borne by Charterer, Owner shall invoice it to Charterer in accordance with Clause 7.2 hereof, following receipt by Owner of corresponding invoices from relevant suppliers or subcontracts. Any Taxes applicable to such costs shall be borne by Charterer and the invoice may contain provision for a tax gross-up, if applicable, in which case Clause 8.2. shall apply, mutatis mutandis. In the event of any Specified Change in Law, Charterer may request Owner to engage in discussions regarding the impact of, and any mitigating actions that can be taken in response to, such Specified Change in Law, in which case the Parties shall discuss the matter in good faith for [*****], plus an additional period of [*****] at the option of Charterer, or such other period of time agreed by the Parties. If these discussions do not yield a resolution satisfactory to Charterer, Charterer shall have the right to terminate this Charter with immediate effect upon notice to Owner. Following such termination, Charterer shall pay as liquidated damages [*****] in twelve equal monthly and consecutive instalments, starting from the month of termination, which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 3.4.3. Following such termination, the Parties shall cooperate in good faith on the pursuit of any claims against relevant Governmental Authorities as a result of such Specified Change in Law. Furthermore, to the extent that any Change in Law results in Incremental Costs that will increase the Hire by an average of more than [*****] per Contract Year for the remainder of the Charter Term, or results in an increase of [*****] in any Contract Year Charterer shall have the right to terminate this Charter by providing at least [*****] notice to Owner; 24 provided, however, that if Owner agrees to bear the costs in excess of the amounts set forth in the preceding sentence, then Charterer shall not have the right to terminate this Charter as a result of such Incremental Costs. If this Charter is terminated under this Clause 3.4.4 no further liability shall accrue to either Party from the date of such termination. 3.5 Title and Risk of Loss of Feed Gas and LNG Owner shall bear no risk of loss of Feed Gas or LNG, including Commissioning Gas. At no time shall title to Feed Gas, including Commissioning Gas, pass to Owner. 3.6 Charterer’s Responsibilities Charterer shall be responsible for provision of the following services: the construction of the Terminal by the Scheduled Delivery Date; providing necessary Commissioning Gas and lifting produced LNG during commissioning and the Performance Test; providing or procuring provision of pilot, fire boats and tugs required for LNG Ship operations, escort vessels and security measures (including guard vessels), and any other assistance required in order for LNG Ships to reach and be properly moored, stay, and operate at, and leave the Loading Port, including the payment of any Port Charges for such services; providing or procuring provision of pilot, fire boats and tugs required for the FLNG Vessel operations, escort vessels and security measures (including guard vessels), and any other assistance required in order for the FLNG Vessel to be properly moored, stay, and operate at, and leave the Loading Port, including the payment of any Port Charges for such services; and management and coordination of the preparation of all environmental impact assessments together with the implementation of any corresponding environmental review processes required by all applicable International Standards; provided that Owner shall provide reasonable cooperation in implementing any such environmental review processes consistent with its obligations set forth in this Charter. Charter Term 4.1 Initial Period The initial term of service for the FLNG Vessel under this Charter shall be from the Commercial Start Date until date falling on the twentieth (20th) anniversary of the Commercial Start Date (the “Initial Period”), save that any period of Deemed Performance shall be deducted from the Initial Period. The “Charter Term” shall consist of the Initial Period, plus any extension of the Initial Period as may be mutually agreed by the Parties in writing. 4.2 Termination for Owner Default In the event that: 25 the FLNG Vessel fails to achieve any of the Required Performance Levels by the end of the Defects Correction Period pursuant to Clause 5.5.3; Owner fails to tender the Availability Notice within [*****] after the Delivery Date notified per Clause 5.3.4; without Charterer’s approval, the FLNG Vessel is subject to Arrest as a consequence of any claim or event other than a claim arising by, through or under acts, deeds or omissions of Charterer and is not released for any reason from such Arrest within [*****] after being Arrested, unless Owner is using reasonable endeavours to secure the release of the FLNG Vessel, in which case, subject to Clause 4.2.6, the time limit shall be extended to [*****]; Owner breaches any term of this Charter and such breach is the preponderant cause of Charterer’s failure to obtain any Authorization that is the responsibility of Charterer or is the preponderant cause for any such Authorization to expire, be revoked or to be modified in a material respect, and such failure continues for a period of up to [*****]; Owner fails or refuses to obtain and/or to maintain any of the insurances required under Clause 14; provided, that if, upon notice of such default, Owner diligently proceeds to cure such default, then, Owner shall have up to [*****] after notice of such breach from Charterer to cure the breach; the FLNG Vessel is subject to a Capacity Unavailability for the period described in Clause 10.3, subject to the exceptions set out therein; Owner causes a Total Loss or Constructive Total Loss of the FLNG Vessel; Owner fails to obtain or maintain in full force and effect any credit support required pursuant to Clause 17.1 (unless, within [*****] after the commencement of such failure, Owner obtains credit support that meets the requirements of Clause 17.1); Owner is subject to a Bankruptcy Event; or Owner fails to pay any amounts in excess of [*****] owing hereunder to Charterer that are not subject to a Dispute and such failure to pay is not cured within [*****] after Owner’s receipt of notice thereof from Charterer, then Owner shall be in default under this Charter (“Owner Default”) and, in addition to any other rights Charterer may have, Charterer may, in its sole discretion, terminate this Charter by written notice to Owner. Such termination shall be effective when the FLNG Vessel is free of LNG (other than LNG Heel), subject to Charterer’s obligation to discharge such LNG within a reasonable time; provided that all costs in connection with the discharge of such LNG shall be borne by Owner and, provided, further, that Charterer shall have no obligation to pay the Monthly Hire Fee during any period following Charterer’s written notice of default to Owner. Upon termination of this Charter due to an Owner Default, Owner shall immediately pay Charterer liquidated damages for Owner Default (“LDOD”) equal to [*****], which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 4.2. 4.3 Termination for Charterer Default In the event that: 26 Charterer fails to pay any amounts in excess of [*****] owing hereunder to Owner that are not subject to a Dispute and such failure to pay is not cured within [*****] after Charterer’s receipt of notice thereof from Owner; Charterer is subject to a Bankruptcy Event; Charterer causes a Total Loss or Constructive Total Loss of the FLNG Vessel; any credit support required pursuant to Clause 17.1 is not obtained or ceases to be in full force and effect (unless, within [*****] thereafter, such credit support is obtained or a replacement credit support equal in scope and value to the original credit support and by a Person reasonably acceptable to Owner is substituted for the original credit support no longer in effect); Charterer (a) fails to obtain any Authorization that is the responsibility of Charterer to obtain and is necessary for Charterer to comply with, or if any such Authorization is revoked, withheld or expires or is modified in a material respect or (b) breaches any term of this Charter and such breach is the preponderant cause of Charterer's failure to obtain any Authorization that is the responsibility of Charterer or is the preponderant cause for any such Authorization to expire, be revoked or to be modified in a material respect, and with respect to both subclauses (a) and (b) of this Clause 4.3.5, such failure results in Owner’s inability to connect the FLNG Vessel with the Terminal or otherwise moor the FLNG Vessel at the Terminal for a period of [*****] or more; without Owner’s approval, the FLNG Vessel is subject to Arrest as a consequence of any claim or event arising by, through or under acts, deeds or omissions of Charterer and is not released for any reason from such Arrest within [*****] after being Arrested, unless Charterer is using reasonable endeavours to secure the release of the FLNG Vessel, in which case the time limit shall be extended to [*****]; then Charterer shall be in default under this Charter (“Charterer Default”) and, in addition to any other rights Owner may have, Owner may, in its sole discretion, terminate this Charter by written notice to Charterer. Such termination shall be effective when the FLNG Vessel is free of LNG (other than LNG Heel), subject to Charterer’s obligation to discharge such LNG within a reasonable time and to pay Monthly Hire Fee during any period prior to discharge of the LNG in accordance with Clause 7.5. Upon termination of this Charter due to a Charterer Default, Charterer shall immediately pay Owner liquidated damages for Charterer Default (“LDCD”) equal to:(a) until the second anniversary of the Commercial Start Date, [*****] and (b) thereafter, the liquidated damages shall be reduced by [*****] on each anniversary of the Commercial Start Date, including the second (2nd) anniversary, but in no event shall be less than [*****], which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 4.3. 4.4 Termination for Loss of FLNG Vessel Should the FLNG Vessel be a Total Loss, this Charter shall terminate and payment of Hire shall cease at 12:00 hours local time (at the Loading Port) on the Day of her loss. Should the FLNG Vessel be a Constructive Total Loss, this Charter shall be deemed terminated as of 12:00 hours local time (at the Loading Port) on the Day during which the FLNG Vessel was damaged and the payment of Hire shall cease at such date and time. Notwithstanding the foregoing, if (i) there is a Total Loss or a Constructive Total Loss of the FLNG Vessel due to a default by Owner, this Charter
27 shall be terminated in accordance with Clause 4.2; or (ii) there is a Total Loss or a Constructive Total Loss of the FLNG Vessel due to a default by Charterer, this Charter shall be terminated in accordance with Clause 4.3 and in each case without prejudice to any remedies available to the respective Parties under this Charter or in accordance with Applicable Law. 4.5 Payment Upon Default and Termination Upon termination for an Owner Default or Charterer Default, such Owner Default or Charterer Default shall be deemed a breach of this Charter and the non-defaulting Party shall have the right to recover all remedies available at law or at equity relating to such breach (except to the extent excluded pursuant to Clauses 15.4, 15.5 or 15.5.4) and shall have the right to immediately draw down on any outstanding credit support issued in the non-defaulting Party’s favor pursuant to this Charter in order to cover amounts owing to the non-defaulting Party, including, in respect of Charterer, the payment of the LDCD, and in respect of Owner or the payment of the LDOD. 4.6 Termination for Convenience Charterer shall have the right to terminate this Charter by issuing a written early termination notice to Owner, subject to the following conditions: (i) such termination notice shall be delivered by Charterer to Owner no later than the ninth (9th) anniversary of the Commercial Start Date; (ii) the termination shall have all the effects of this Charter reaching the end of its Charter Term on the date of termination and shall not constitute either an Owner Default or a Charterer Default; (iii) after the date of delivery of the termination notice and until the date of redelivery of the FLNG Vessel in accordance with Clause 5.7 the Parties shall remain bound by the terms of this Charter; (iv) the termination shall become effective on the twelfth (12th) anniversary of the Commercial Start Date and the Monthly Hire Fee shall remain payable in accordance with this Charter up until such termination date; and the Charterer shall pay the Owner liquidated damages in the amount of [*****] (the “Early Termination Payment”) on such termination date which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 4.6. 4.7 Special Termination Rights The Parties agree that they will provide and negotiate in good faith Exhibits C (Performance Test Principles), (G (Authorizations), H (Owner’s Insurance Requirements), I (Nameplate Capacity) and K (Retainage Allowance) to this Charter which currently remain under consideration by the Parties. The Parties will use reasonable endeavours to provide, negotiate and agree such Exhibits within sixty (60) days from the Execution Date. If Parties do not reach an agreement pursuant to Clauses 4.7.1 and 4.7.2, then either Party may terminate this Charter by notifying the other Party. Such termination shall become effective on the date of notification and shall not constitute either an Owner Default or a Charterer Default. Delivery and Redelivery 5.1 Inspections and Tests Prior to Delivery Upon obtaining Owner’s prior consent, which consent shall not be unreasonably withheld or delayed, a reasonable number of Charterer’s Representatives may, at Charterer’s sole 28 risk and expense, attend factory and in-yard performance tests of major equipment, dock trials, sea trials, gas trials and all other performance tests conducted outside the Loading Port (including engineering offices) (the “Off-Site Tests”). The Parties acknowledge and agree that certain tests may occur subsequent to the arrival of the FLNG Vessel at the Loading Port (the “On-Site Tests”), for which a reasonable number of Charterer’s Representatives shall have the same attendance rights as those set forth in Clause 5.1.1; provided Owner shall provide Charterer with at least ten (10) Days’ prior notice of any such On-Site Tests. For the avoidance of doubt, the On-Site Tests exclude the Performance Test. In addition to the attendance rights set forth in Clause 5.1.1 and 5.1.2, from the Effective Date and upon obtaining Owner’s prior consent, which consent shall not be unreasonably withheld or delayed, a reasonable number of Charterer’s Representatives may, at Charterer’s sole risk and expense, inspect or re-inspect (as the case may be) the FLNG Vessel, and in connection therewith, Owner shall provide reasonably requested access to: (i) the FLNG Vessel’s hull, Liquefaction Equipment, compressor rooms, engine rooms, cargo control rooms, navigation bridge and deck areas, engine and all other spaces (excluding cargo tanks) and equipment throughout the FLNG Vessel; and (ii) all log books, on board construction records and schedules, records of surveys by the Classification Society (and any relevant Governmental Authority) and the FLNG Vessel’s operating procedures, provided that Charterer (and Charterer’s Representatives) shall carry out any such inspection without causing any material adverse impact to the safe and efficient construction, commissioning, start-up, maintenance and operation of any portion of the FLNG Vessel, and Charterer shall cause any Person accessing the FLNG Vessel on behalf of Charterer for the purposes of such inspection to comply with all health, safety and security procedures of Owner, which may include such Person(s) providing written acknowledgement of such procedures and signing letters of indemnity. Charterer shall indemnify and hold harmless Owner and its Affiliates from any claims and losses resulting from Charterer’s (and Charterer’s Representatives’) attendance to any Off- Site Test, On-Site Test, or inspection of the FLNG Vessel. 5.2 Delivery and Delivery Date Owner shall deliver the FLNG Vessel to Charterer safely afloat at the Delivery Location and the date on which the FLNG Vessel arrives at the Delivery Location shall be the “Delivery Date”, which shall be scheduled pursuant to Clause 5.3. Owner shall ensure that the FLNG Vessel’s tanks are in a condition to be agreed by the Parties at the Delivery Location on the Delivery Date. 5.3 Availability Notice, Delivery Windows and Commercial Start Date On or before [*****], Owner shall notify Charterer (the “Notification Date”) of its election of a three (3) Month window (the “First Window”) within which the Delivery Date is intended to occur; which election shall either be for the window from [*****] or 29 for the window from [*****]. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.1, the First Window shall be from [*****]. Owner shall notify Charterer at least [*****] before the commencement of the First Window of a [*****] Month window within the First Window (the “Second Window”), within which the Delivery Date is intended to occur. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.2, the Second Window shall commence on the date that is [*****] prior to the end of the First Window. Owner shall notify Charterer at least [*****] before the commencement of the Second Window period of a [*****] window within the Second Window (the “Final Window”) within which the Delivery Date is intended to occur. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.3, the Final Window shall commence on the date that is [*****] Days prior to the end of the Second Window. Owner shall notify Charterer, at least [*****] Days before the commencement of the Final Window period, of the adjusted Scheduled Delivery Date, which shall be a Day which falls within the Final Window. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.4, the adjusted Scheduled Delivery Date shall be the final Day of the Final Window. Owner shall promptly notify Charterer as soon as the FLNG Vessel is scheduled to disembark its final port of call prior to arrival at the Terminal for delivery under this Charter (the “Availability Notice”). The “Commercial Start Date” shall be determined as follows: (i) if Owner has elected [*****]: if the FLNG Vessel is commissioned and has demonstrated the Required Performance Levels by way of the successful completion of the Performance Test by [*****], the Commercial Start Date shall be the date on which Charterer becomes obligated to issue the Certificate of Acceptance; or if the FLNG Vessel is commissioned and has demonstrated the Required Performance Levels by way of the successful completion of the Performance Test after [*****], the later of the date on which Charterer becomes obligated to issue the Certificate of Acceptance [*****]; and (ii) if Owner has elected a [*****], the Commercial Start Date shall be the later of the date on which Charterer becomes obligated to issue the Certificate of Acceptance and [*****]. 5.4 Commissioning Gas No later than [*****] after Owner’s nomination of the Final Window in accordance with Clause 5.3.3, Charterer shall propose the schedule for the provision of Feed Gas for use in the commissioning of the FLNG Vessel and the completion of the Performance Test (“Commissioning Gas”). 30 Not later than [*****] after receipt of Charterer’s proposed schedule provided under Clause 5.4.1, Owner and Charterer shall agree on the schedule for provision of Commissioning Gas, which shall be provided by Charterer on an interruptible basis. Charterer shall ensure that Commissioning Gas delivered to Owner at the Gas Receipt Point meets the FLNG Vessel Specifications. Commissioning Gas shall be metered and measured in accordance with the same procedures applicable to Feed Gas. Charterer shall promptly notify Owner if Charterer anticipates or otherwise determines prior to delivering Commissioning Gas that such Commissioning Gas is expected not to comply with the FLNG Vessel Specifications, and such Gas shall be considered off-spec Commissioning Gas (“Off-Spec Commissioning Gas”), which Owner may accept or reject in its sole discretion. If Off-Spec Commissioning Gas is delivered to Owner without Owner being made aware of the fact that such Off-Spec Commissioning Gas does not comply with the FLNG Vessel Specifications, or without Owner being made aware of the actual extent to which such Off- Spec Commissioning Gas does not comply with the FLNG Vessel Specifications, then: (i) if Owner is able, using reasonable endeavours, to treat the Off-Spec Commissioning Gas to meet the FLNG Vessel Specifications, then Owner shall treat such Off-Spec Commissioning Gas and Charterer shall reimburse Owner for all costs incurred by Owner in treating such Off-Spec Commissioning Gas; or (ii) if Owner determines in good faith that it cannot, using reasonable endeavours, treat such Off-Spec Commissioning Gas to meet the FLNG Vessel Specifications, then: Owner shall be entitled to reject such Off-Spec Commissioning Gas by giving Charterer notice of such rejection as soon as practicable, and in any case within seventy-two (72) hours after Charterer notifies Owner in writing that such Gas is Off-Spec Commissioning Gas or the actual extent to which such Off-Spec Commissioning Gas does not comply with the FLNG Vessel Specifications; and Owner shall be entitled to either, as Owner deems appropriate, acting as a Reasonable and Prudent Operator: (A) flare such Off-Spec Commissioning Gas or (B) liquefy such Off-Spec Commissioning Gas. In the event that Owner flares the Off-Spec Commissioning Gas, Charterer shall bear the loss of such flared Off-Spec Commissioning Gas. In the event that Owner liquefies the Off-Spec Commissioning Gas, Charterer shall lift the LNG produced therefrom. Subject to Clauses 15.1.1 and 15.2.1, Charterer shall reimburse Owner in respect of and indemnify and hold harmless Owner for any damage to the FLNG Vessel caused as a result of the delivery of such Off-Spec Commissioning Gas. The supply of Off-Spec Commissioning Gas pursuant to Clause 5.4.4 or 5.4.5 shall constitute a Charterer Delay Event.
31 5.5 Performance Test and Certificate of Acceptance Owner shall provide Charterer all assistance reasonably required for mooring of the FLNG Vessel and to conduct performance tests of the Terminal, and Charterer shall provide Owner all assistance reasonably required in connection with commissioning and the Performance Test (in accordance with the Performance Test Protocol) of the FLNG Vessel. Owner shall promptly report the results of the Performance Test in writing to Charterer. If the FLNG Vessel meets or exceeds the Required Performance Levels, Charterer shall accept the FLNG Vessel and promptly execute and deliver a Certificate of Acceptance to Owner. The Certificate of Acceptance signed by or on behalf of Charterer shall include confirmation of the quantity of bunkers and LNG Heel on board the FLNG Vessel, and serve as a definitive and irrevocable record of Charterer’s acceptance of the FLNG Vessel. If the FLNG Vessel fails the Performance Tests or fails to achieve the Required Performance Levels within [*****] after the Scheduled Delivery Date, Owner shall have [*****] from the date that falls [*****] days after the Scheduled Delivery Date (the “Defects Correction Period”) as such period may be extended on a day for day basis as a result of Force Majeure or any Charterer Delay Event, to pass the Performance Test; provided that, if at the end of the Defects Correction Period (as extended, if applicable), the FLNG Vessel has not been able to demonstrate that it is able to achieve the Required Performance Levels by passing the Performance Test, then: (i) Charterer shall have the right, acting in its own discretion, to reject the FLNG Vessel and terminate this Charter pursuant to Clause 4.2.1 within [*****] after the Defects Correction Period, in which case Clause 5.6 shall apply; and (ii) if Charterer elects not to terminate this Charter pursuant to Clause 5.5.3(i) within [*****] after the Defects Correction Period, the Commercial Start Date shall be deemed to occur at the end of such period and the FLNG Vessel will be deemed to be on Hire from that date, but a Capacity Unavailability will apply pursuant to Clause 10 until the Day that the FLNG Vessel meets or exceeds the Required Performance Levels. Notwithstanding the foregoing, Owner shall pay to Charterer [*****] per Day during the Defects Correction Period. If Charterer elects to terminate this Charter according to Clause 5.5.3(i), then Clause 5.6 shall apply. Charterer’s remedies under this 5.5.3 shall be Charterer’s sole and exclusive remedy for delay in delivery or commissioning of the FLNG Vessel except in the event such delay is attributable to the Willful Breach of this Charter by Owner. Subject to Clause 15.5.2, the maximum aggregate liability of Owner to Charterer under this Clause 5.5.3 shall not exceed [*****]. Upon reaching the aforementioned liability cap, Charterer shall have the option to (x) terminate this Charter by notifying Owner, or (y) reduce the X component of the Monthly Hire Fee on and from the date on which the liability cap has been reached proportionately to reflect the reduction in actual performance levels as compared to the Required Performance Levels. If, as a result of one (1) or more Charterer Delay Event, Owner is unable to demonstrate that the FLNG Vessel meets the Required Performance Levels within [*****] of the 32 Delivery Date, then the FLNG Vessel shall be deemed to have passed the Performance Test (“Deemed Performance”, and such date, the “Deemed Performance Date”) and Hire shall be payable on and from the Deemed Performance Date. On and from the Deemed Performance Date, Charterer shall use reasonable endeavours to cure the Charterer Delay Event(s) causing the inability of the FLNG Vessel to demonstrate that it is able to meet the required Performance Levels. Once Charterer cures such Charterer Delay Event and Owner is able to conduct the Performance Test, Deemed Performance shall end and Owner shall promptly conduct the Performance Test. If the FLNG Vessel subsequently fails the Performance Test following a period of Deemed Performance, Owner shall reimburse Charterer for any Hire paid during the period of Deemed Performance pursuant to Clause 5.5.4 and, subject to Clause 5.5.6, Clause 5.5.3 will apply. If one or more Charterer Delay Event has prevented the FLNG Vessel from being able to demonstrate its ability to achieve the Required Performance Level for [*****] from the Deemed Performance Date, Owner will no longer be required to conduct the Performance Test and the FLNG Vessel will be deemed to have successfully completed the Performance Test and achieved the Required Performance Levels. Notwithstanding the foregoing, if the FLNG Vessel does not achieve the Required Performance Levels within [*****] of the Deemed Performance Date (or a later date to take into account any Charterer Delay Event), the Parties shall ratably reduce the X component of the Monthly Hire Fee on and from the date [*****] from the Deemed Performance Date proportionately to reflect the reduction in actual performance levels as compared to the Required Performance Levels. 5.6 Rejection of FLNG Vessel If Charterer has elected to reject the FLNG Vessel and terminate this Charter in accordance with Clause 5.5.3 (such date of termination, as the case may be, being the “Rejection Date”) Owner shall be liable to pay Charterer liquidated damages equal to the LDOD, then: On and from the Rejection Date, no Monthly Hire Fee shall be payable by Charterer to Owner under this Charter; Owner shall promptly notify Charterer in writing of the amount of LNG remaining on the FLNG Vessel at the Rejection Date (the “Remaining LNG”) and the period of time it would take for the FLNG Vessel to unload or dispose such Remaining LNG; Charterer shall have the right to require Owner, as soon as reasonably practical, and in compliance with safety and other applicable regulations, to remove the FLNG Vessel from the Terminal (with Charterer arranging the export of the FLNG Vessel with relevant Governmental Authorities) and all costs and fees and Taxes associated with any exportation of the FLNG Vessel from Argentina will be borne by Owner; and Charterer’s termination of this Charter in accordance with Clause 5.5.3 shall not prejudice Charterer’s other rights under this Charter, including under Clause 5.6.1 and 5.6.3. Subject to Clause 15.5.2, this Clause 5.6 shall represent the sole and exclusive remedy of Charterer in case of termination of this Charter pursuant to Clause 5.5.3. 33 5.7 Redelivery Unless otherwise agreed by the Parties or directed by Charterer pursuant to Clause 5.9, the FLNG Vessel shall remain at the Loading Port until the end of the Charter Term. Upon termination or expiry of this Charter, Charterer shall procure that the FLNG Vessel promptly departs from the Loading Port in accordance with Applicable Law and a Certificate of Redelivery shall be completed and signed on behalf of Owner and Charterer confirming the date and time of redelivery. In the case of expiry of this Charter, the date and time of redelivery of the FLNG Vessel shall be the final Day of the Charter Term at 23:59 hours local time for the Terminal. In the case of termination of this Charter, the date and time of redelivery shall be as soon as is reasonably practicable. 5.8 Bunkers and LNG Heel on Delivery and Redelivery Charterer shall accept and pay for all bunkers in the FLNG Vessel at the Commercial Start Date and all LNG Heel in the FLNG Vessel on the Delivery Date. Upon redelivery, Owner shall accept and pay for all bunkers and LNG Heel in the FLNG Vessel (or any other amount of LNG that remains in cargo tanks and is accepted by Owner). Payment for fuel and LNG pursuant to this Clause 5.8.1 shall be, in the case of LNG, in accordance with recent reasonable and documented cost for such LNG, and in the case of bunkers, in accordance with the reasonable and documented prices paid for such bunkers during the FLNG Vessel’s most recent fueling. The FLNG Vessel shall be redelivered with not less than one thousand five hundred (1,500) tons of fuel oil and five hundred (500) tons of marine diesel oil; and: (i) cargo tanks containing LNG Heel of at least three thousand Cubic Meters (3,000 m3); and (subject to a maximum amount of residual LNG from operations that remains in cargo tanks to be deemed acceptable to Owner) (ii) cargo tanks containing natural gas vapor, or (iii) cargo tanks in a gas free condition, as determined by Owner and notified in writing by Owner to Charterer; provided, however, that where redelivery is to occur due to expiry of this Charter, Owner shall give Charterer reasonable notice of its election of one of the above options prior to redelivery, and Charterer shall use reasonable endeavours to comply with such request. Upon termination or expiry of this Charter, if Charterer does not comply with this Clause 5.8, then the Hire (prorated on an hourly basis) shall be payable until Charterer has fulfilled such obligations in this Clause 5.8. 5.9 Redeployment Subject to Clause 5.9.2, Charterer shall deploy the FLNG Vessel at the Terminal. 34 Charterer may request, no more frequently than once in any given five (5) Contract Year period, by notice to Owner, that Owner re-deploy the FLNG Vessel to an alternative location other than the Terminal, provided all the following conditions are met: (i) Feed Gas from such alternative location shall comply with the FLNG Vessel Specifications or otherwise be compatible with the FLNG Vessel to ensure that the FLNG is capable of producing LNG meeting the FLNG Vessel Specifications; (ii) Charterer has agreed to reimburse Owner for any and all documented incremental costs and expenses incurred by Owner or any of its Affiliates as a result of relocating, re-delivery, and re-commissioning of the FLNG Vessel to such alternate location; (iii) the alternative facility is not in a jurisdiction that could cause Owner to be in violation of Applicable Law or any other provision of any shareholders’ agreement of Charterer or this Charter; (iv) the marine and loading facilities at such alternate facility are compatible with the FLNG Vessel; and (v) Charterer shall assume Tax risks associated with the redeployment. During redeployment (including any relocation voyage for mobilization and demobilization as required), Charterer shall remain responsible for payment of Hire and shall be responsible for all costs and Taxes related to redeployment, including any dry- docking required by Applicable Law or International Standards. The Parties shall negotiate in good faith any modifications to this Charter that are necessitated by the redeployment of the FLNG Vessel. 5.10 Early Hire If, at any time prior to the Commercial Start Date, the FLNG Vessel is capable of producing any volumes of LNG (such quantity, measured in MMBtu, “Early Volumes”), Charterer and Owner shall agree on the schedule for supply of Feed Gas and production of LNG to ensure the safe operation of the FLNG Vessel and Terminal, and Charterer shall ensure the safe and timely offtake of any LNG produced by the FLNG Vessel during such period and shall provide the corresponding amount of Feed Gas at the Gas Receipt Point that is necessary to produce the Early Volumes (including but not limited to account for any Retainage during commissioning, and in addition to Commissioning Gas required to commission the FLNG Vessel and achieve the Commercial Start Date). Charterer shall ensure that the Feed Gas delivered to Owner under this Clause meets the FLNG Vessel Specifications. In consideration for the Early Volumes, Charterer shall pay to Owner, in arrears, early Hire in an amount equal to the Early Volumes produced during the applicable Month multiplied by [*****], exclusive of Taxes.
35 5.11 Excess Hire for Over Production After the Commercial Start Date, if the FLNG Vessel produces an amount of LNG (in MMBtu) in any Contract Year which is above [*****] MMBtu (pro-rated for any Contract Year which is not a full calendar year) (such volumes, “Excess Volumes”), then Charterer shall pay to Owner, in arrears, additional Hire in an amount equal to the Excess Volumes produced during the applicable Contract Year multiplied by [*****], exclusive of Taxes. Hire 6.1 Monthly Hire Fee Charterer shall pay to Owner a Monthly Hire Fee (the “Monthly Hire Fee”), exclusive of Taxes for each Month of the Charter Term, commencing with the Month during which the Commercial Start Date occurs. The Monthly Hire Fee, expressed in Dollars, shall be calculated as follows: Monthly Hire Fee = X + Z Where: “X” = in the first Contract Year and in each of the subsequent four Contract Years: US$ [****] – Monthly Annual Adjustment (if applicable), where the Monthly Annual Adjustment is calculated in accordance with Exhibit A; and in the sixth Contract Year and each subsequent Contract Year: US$[****] *(CPIy / CPI0) + US$ [****] ; “Z” = Variable Component; “CPIy” = the simple average of the CPI for the twelve (12) Months immediately preceding the beginning of the Contract Year in which the relevant Month occurs; and “CPI0” = the simple average of the CPI for the twelve (12) Months immediately preceding the start of the calendar year five (5). Variable Component. If the FOB LNG Price in any calendar Month was higher than the LNG Reference Price, Owner shall receive an additional amount (the “Variable Component”), referenced to such month on a US$ basis, as part of the Monthly Hire Fee payable by Charterer, equal to: ((FOB LNG Price – LNG Reference Price) * [*****]) * Q Where: “Q” = the quantity of LNG produced by the FLNG Vessel in such calendar Month; 36 provided, that the Variable Component will become due for Month “m” only if actual production of LNG during a period of three (3) consecutive Months (including Months “m”, “m-1”, and “m-2”) is [*****]. 6.2 Incremental Costs The following costs and expenses incurred during or prior to each Contract Year, to the extent they exceed an aggregate amount of [*****] in any given Contract Year for which Owner shall be responsible (“Incremental Costs”) are payable by Charterer to Owner as an increase in Hire: (i) all Increased Taxes incurred during or prior to a Contract Year, except as set forth in Clause 8.2; and (ii) any costs and expenses incurred during or prior to a Contract Year by or on behalf of Owner or its Affiliates for FLNG Vessel modifications, maintenance, or operations in order to comply with any Change in Law. Owner shall use reasonable endeavours to minimize Incremental Costs. Upon any Change in Law or Increased Taxes from the Execution Date that Owner anticipates might result in an Incremental Cost, Owner shall notify Charterer and provide an explanation of such cost, including the cause and the impact on Hire for the remainder of the Charter Term, which shall reflect the reasonably estimated capital costs, amortized over the life of the relevant asset per GAAP at a discount rate of [*****] per annum, as soon as practicable. No later than [*****] after receipt of Owner’s notice, Charterer shall notify Owner if Charterer desires to consult with Owner regarding the amount of Incremental Costs or the mitigation thereof. Owner shall, no later than [*****] after receipt of Charterer’s notice requesting such consultation, meet and consult with Charterer regarding the amount and mitigation of Incremental Costs. Owner shall take into consideration Charterer’s requests with respect to the amount and mitigation of Incremental Costs. Within [*****] of such meeting, Owner shall promptly notify Charterer of the Incremental Costs and the measures to be implemented by Owner to mitigate such costs. Subject to Clause 3.4.4, Charterer will accept the increase to Hire resulting from the Incremental Costs. Charterer, in addition to (but in accordance with) the audit rights set forth in Clause 7.8, shall have the right to review and audit any Incremental Costs levied by Owner pursuant to this Clause 6.2.1. As soon as reasonably practicable after the end of each Contract Year, Owner shall calculate the actual Incremental Costs (if any) that accrued during such Contract Year. On the next invoice prepared and delivered by Owner pursuant to Clause 7.1 after the determination of Incremental Costs pursuant to Clauses 6.2.1 and 6.2.2, Owner shall include an adjustment to Hire (if any) equal to such Incremental Costs incurred during or prior to the relevant Contract Year as determined pursuant to Clauses 6.2.1 and 6.2.2 (which shall be identified separately on the Monthly statement) and Charterer shall pay such amount pursuant to Clause 7.4 (or if applicable following a true-up, Owner shall credit the applicable amount to Charterer). 37 Payment of Hire 7.1 Monthly Invoices Subject to Clauses 7.1.2 and 8.2, Hire shall be paid for each calendar Month in immediately available funds in Dollars in accordance with the procedure set out below. Between the first (1st) Day and the tenth (10th) Day of a Month (Month “n”) during the Charter Term, Owner shall deliver to Charterer an invoice accompanied by reasonable supporting documentation setting forth Owner’s calculation of (as applicable): (i) the dates and the number of Days for which Hire is payable for the preceding Month (Month “n-1”); (ii) the applicable Monthly Hire Fee; (iii) the total amount of Hire payable by Charterer for the Month n-1; (iv) other amounts payable by Charterer to Owner under this Charter; (v) the (non-binding) estimated amount of Tax gross up pursuant to Clause 8.2; (vi) any amount payable to Owner in respect of Excess Volumes pursuant to Clause 5.11; (vii) any CUQ Credit to be credited to Charterer pursuant to Clause 10.1.3; (viii) any Incremental Costs incurred or accrued in Month n-1 and not included in a prior statement; (ix) any Monthly Annual Adjustment allowed to Charterer pursuant to Exhibit A; and (x) any deductions allowed to Charterer pursuant to Clause 7.6 for Month n-1. In addition to the invoice delivered under Clause 7.1.1 above, between the first (1st) Day and the tenth (10th) Day of each Contract Semester, Owner shall deliver to Charterer a statement accompanied by reasonable supporting documentation setting forth Owner’s calculation of the net position with respect to any CUQ Credits allowed to Charterer pursuant to Clause 10.1.4 for Months n-1 through n-6. 7.2 Other Statements If any other moneys are due from one Party to the other hereunder and if provision for the invoicing of that amount due is not made elsewhere in this Clause 7, then the Party to whom such moneys are due shall furnish a statement therefore to the other Party, along with pertinent information showing the basis for the calculation thereof. 7.3 Adjustments If following the issuance by Owner of a statement, Owner acquires information indicating the necessity of an adjustment to such statement rendered hereunder, then Owner shall promptly serve on Charterer a written notice setting forth that information. Unless otherwise provided herein, after obtaining that information, Owner shall promptly prepare 38 and serve on Charterer an adjusted statement, showing the necessary payment, the calculation of the payment amount, and the Party from whom the payment is owing. In the event Charterer issued a statement and acquires information indicating the necessity of an adjustment to such statement, Charterer shall follow the same procedure in issuing an adjusted statement. Owner shall keep all Books and Records relevant to the performance of this Charter for a period of three (3) years following the end of the relevant Contract Year; provided that where Owner is on notice of a Dispute, Owner shall keep all such Books and Records and other information until such Dispute has been finally resolved. 7.4 Payment Due Dates Absent manifest error, each Monthly invoice submitted pursuant to Clause 7.1 shall become due and payable on the later of (i) ten (10) Days after delivery by Owner of such Monthly invoice and (ii) the twentieth (20th) Day of the Month in which such Monthly invoice was received; provided that if such Day is not a Banking Day, it shall become due and payable on the next Banking Day. Absent manifest error, each invoice submitted pursuant to Clause 7.2 shall become due and payable on the twentieth (20th) Day after the date on which it is received; provided that if such payment due date is not a Banking Day, the due date for such payment shall be extended to the next Banking Day. If payment of any invoice in accordance with the timing provided for in Clause 7.4.1 or 7.4.2 is not permitted by Applicable Law and cannot be reasonably executed or is prevented by any Governmental Authority, then payment shall be made at the earliest time practicable and permitted by such Applicable Law or Governmental Authority. For the avoidance of doubt, nothing in the foregoing shall otherwise waive the payment obligation under this Agreement. As and from the [*****] day on when such invoice was payable, interest shall start to accrue on the Base Rate. If the full amount of any invoice is not paid when due, the unpaid amount thereof shall bear interest at the Base Rate, compounded daily, from and including the Day following the due date up to and including the date when payment is made. 7.5 Payment Each Party shall pay, or cause to be paid, in Dollars in immediately available funds, all amounts that become due and payable by such Party pursuant to any statement issued hereunder, to a bank account or accounts designated by and in accordance with instructions issued by the other Party. Each payment of any amount owing hereunder shall be in the full amount due without reduction or offset for any reason (except as expressly allowed under this Charter), including Taxes, exchange charges, or bank transfer charges. Notwithstanding the preceding sentence, the paying Party shall not be responsible for a designated bank’s disbursement of amounts remitted to such bank, and a deposit in immediately available funds of the full amount of each statement with such bank shall constitute full discharge and satisfaction of the statement.
39 7.6 Set Off Each Party may set off against undisputed amounts payable to it (pursuant to a statement) under this Charter any undisputed amounts payable to the other Party (pursuant to a statement) under this Charter. 7.7 Disputed Statements In the event of disagreement concerning any statement, Charterer or Owner (as the case may be) shall make provisional payment of the total amount thereof and shall immediately notify the other Party of the reasons for such disagreement, except that in the case of an obvious error in computation, Charterer or Owner (as the case may be) shall pay the correct amount disregarding such error and necessary corrections and consequential adjustments shall be made within five (5) Business Days after agreement or determination of the correct amount; provided that if such Day is not a Banking Day, it shall become due and payable on the next Banking Day. The receiving Party may contest an invoice only pursuant to Clause 7.8.1 or by providing notice, prior to the second anniversary of the date of issuance of such invoice, to the issuing Party that the receiving Party is challenging the correctness of such invoice. The issuing Party may modify an invoice only if the issuing Party provides notice to the receiving Party challenging the correctness of such invoice prior to the second anniversary of the date of issuance of such invoice. Subject to Clause 7.8, if no such notice is served, the invoice shall be deemed correct and accepted by both Parties. No later than ten (10) Business Days after resolution of a dispute as to an amount owing under an invoice, the amount of any underpayment or overpayment shall be credited by Owner or paid by Charterer (as the case may be) to the other Party, together with interest thereon at a rate per annum equal to the Base Rate (as in effect on the Day when such sum was originally paid or due as applicable) on and from (i) in the case of an overpayment, the Day when such sum was originally paid or (ii) in the case of an underpayment, the Day when such sum was originally due, until the date of repayment or payment, as applicable; provided that if the last Day for such payment is not a Banking Day, it shall become due and payable on the next Banking Day Interest shall accrue at the Base Rate in respect of any provisional payment made pursuant to Clause 7.7.1 that is later found not to have been payable, from the date the provisional payment was made until the date of its repayment. 7.8 Audit Rights Each Party shall have the right, at any time during a Contract Year or during the twenty- four (24) Months following the later of (i) the end of such Contract Year, and (ii) the date that a Party issues a modified invoice to the other Party in accordance with Clause 7.7.2, at its sole expense, to cause an independent auditor without a conflict of interest, jointly appointed by the Parties, to audit the relevant portions of the books, records, and accounts of the other Party that are directly relevant to the determination of any amounts in question that are invoiced, charged, or credited by the other Party in respect of such Contract Year or, as expressly permitted by this Charter, any other period of time. The independent auditor shall be required to enter into appropriate non-disclosure agreements relative to its 40 audit and the information obtained in connection therewith. The independent auditor shall deliver the results of its audit to both Parties simultaneously. Any audit undertaken pursuant to Clause 7.8.1 shall be conducted at the office where the records are located, during the audited Party’s regular business hours and on reasonable prior notice, and shall be completed within thirty (30) Days after the audited Party’s relevant records have been made available. If the audit identifies an alleged error in any invoiced amount or calculation under this Charter, then the auditing Party shall, within thirty (30) Days following completion of the audit, provide notice thereof to the audited Party. Such notice shall include a copy of the audited report and supporting documentation prepared by the auditor. Promptly thereafter, the Parties shall commence discussions regarding such alleged error in order to expeditiously, and in good faith, achieve resolution thereof. Following the resolution of any error pursuant to this Clause 7.8.2, the Party that underpaid or that received an overpayment, in addition to paying the correction or adjustment amount to the other Party, shall pay interest on the amount of such correction or adjustment at the Base Rate (as in effect on the Day when the underpaid sum was due or when the sum was improperly paid, as applicable) from the Day when payment was originally due (or when overpayment was received) until the date that such correction or adjustment is made. If the Parties are unable to resolve the alleged error within [*****] after completion of the relevant audit, either Party may submit the alleged error to arbitration pursuant to Article 25. 7.9 Final Settlement Within sixty (60) Days after expiration of the Charter Term, Owner and Charterer shall determine the amount of any final reconciliation payment. After the amount of the final settlement has been determined, Owner shall send a statement to Charterer, or Charterer shall send a statement to Owner, as the case may be, in Dollars for amounts due under this Clause 7.8 and Owner or Charterer, as the case may be, shall pay such final statement if and to the extent the amounts are due and payable no later than twenty (20) Days after the date of receipt thereof. Taxes 8.1 Allocation Owner shall be administratively responsible for and shall pay (or cause to be paid) and shall defend, indemnify and hold harmless Charterer and its Affiliates against any claims related to Owner Taxes, and any taxes imposed on Owner that are not related to this Charter. Charterer shall be administratively responsible for and shall pay (or cause to be paid) and shall defend, indemnify and hold harmless Owner and its Affiliates against any Taxes arising from or related to this Charter, including, but not limited to: (i) the income, receipts, capital gains or profits of Charterer; (ii) all Taxes imposed by a Governmental Authority on the importation of the FLNG Vessel; (iii) subject to Clause 8.1.1, all Taxes imposed on the charter of the FLNG Vessel, including any withholding Taxes; 41 (iv) Commissioning Gas, Feed Gas or LNG or the ownership thereof, wherever located, regardless of whether Owner has possession, control or risk of loss of such Commissioning Gas, Feed Gas or LNG; (v) the import, export, loading, unloading, transport, sale, transfer, receipt, or delivery of LNG or Gas to which this Charter applies; (vi) LNG Ships, or the ownership thereof; (vii) any Port Charges; and (viii) any Taxes imposed on the purchase, sale, or import of Commissioning Gas or Feed Gas up to the Gas Receipt Point and LNG after the LNG Delivery Point. 8.2 Deduction, Withholding and Tax Gross Up Unless otherwise required by Applicable Law, any payment made by the Charterer to the Owner or the Owner to the Charterer under this Charter shall be free and clear of any deduction for taxes, assessments, or other charges. If pursuant to Applicable Law, the payor is required to deduct or withhold any Taxes from or in respect of any payment to the payee under this Charter, then the sum so payable to the payee shall be increased as may be necessary so that after making all required deductions or withholdings the payee receives an amount equal to the sum it would have received had no such deductions or withholdings been made or required to be made (“Additional Amounts”). Notwithstanding the foregoing, the Parties agree that any Additional Amounts payable by the Charterer to the Owner shall be conditioned on the Owner maintaining its place of incorporation in a jurisdiction having entered a double taxation avoidance treaty with Argentina (DTAT) that includes a provision by which the withholding rate for the payment is ten percent (10%). As condition to pay the Additional Amounts, the Owner shall use its best efforts to comply with the requirements of such DTAT, including providing to the Charterer the relevant documentation for the benefits to effectively apply and be maintained. In case of any increase of the withholding rate between Argentina and the country in which the Owner is incorporated, the payment of Additional Amounts by the Charterer to the Owner shall be made but to cover for such withholding Tax up to the rate of [*****], provided that the Parties shall work together in order to minimize the impact on the increase of the withholding Tax rate and restore the economic balance of the Project. 8.3 Refunds, Credits and Reimbursements If the Payor is required to pay additional amounts to the Payee pursuant to this Clause 8 and the Payee receives, directly or indirectly, a refund, credit or reimbursement of any of the Taxes with respect to which such additional amounts were paid, the Payee shall pay to Payor the amount of such refund, credit or reimbursement promptly upon receipt thereof. The Payee shall provide such assistance as the Payor may reasonably request to obtain such a refund, credit or reimbursement. 42 General Average General average, if any, shall be adjusted, stated, and settled according to the York-Antwerp Rules (1994) or any subsequent modification thereof current at the time of the relevant casualty. The Hire shall not contribute to general average. Failure to Provide Capacity; Retainage Allowance 10.1 Capacity Unavailability Events Owner may, at any time and without incurring any liability to Charterer, suspend, interrupt, or otherwise curtail the availability of the FLNG Vessel if and to the extent that the FLNG Vessel’s ability to provide capacity is adversely affected as a result of a Charterer Delay Event or an event of Force Majeure. If, for any reason other than a Charterer Delay Event or an event of Force Majeure, the FLNG Vessel is unavailable to deliver the Nameplate Capacity (a “Capacity Unavailability”), then the quantities of LNG for which the FLNG Vessel is unavailable shall constitute a “Capacity Unavailability Quantity” or “CUQ”. Owner shall notify Charterer of any Capacity Unavailability as soon as reasonably practicable and such notice shall state (i) the cause and estimated period of the Capacity Unavailability and the quantities of LNG expected to be affected and (ii) the particulars of program to be implemented to resume normal performance hereunder. If a Capacity Unavailability Quantity arises during any Contract Semester during the Charter Term, such that such CUQ is higher than the Allowed Unavailability, then at the end of such Contract Semester Charterer shall accrue, as a commercial discount for Capacity Unavailability, a credit, in Dollars, in respect of such CUQ (“CUQ Credit”) equal to: [*****]. If Charterer accrues CUQ Credits during any Contract Semester, then during the following Contract Semester, such CUQ Credits shall be applied as deductions to the Monthly Hire Fee in each Month of the following Contract Semester until such CUQ Credits are exhausted, provided, however, that in no event shall the application of CUQ Credits against the Monthly Hire Fee reduce the Monthly Hire Fee to an amount less than [*****] of the X component of the Monthly Hire Fee (the “Minimum Monthly Hire”) for any Month in the Contract Semester following the Contract Semester in which such CUQ Credit arose. If a CUQ Credit is not exhausted in the Contract Semester following the Contract Semester in which it arose, then the CUQ Credit shall apply as a deduction to the Monthly Hire Fee in subsequent Months, in which case there shall be no Minimum Monthly Hire limitation. 10.2 Calculation of Time Time during which a Capacity Unavailability applies under this Charter shall count as part of the Charter Term, and there shall be no extension of the Charter Term due to a Capacity Unavailability. 10.3 Termination for Extended Capacity Unavailability Each time that the FLNG Vessel incurs a cumulative Capacity Unavailability Quantity of [*****] in any twelve (12) Months within a twenty four (24) Month period, Charterer shall have the
43 option to terminate this Charter by issuing a termination notice with immediate effect; provided that: (a) if Charterer elects to terminate this Charter, such termination shall not be effective until the FLNG Vessel is free of LNG (other than LNG Heel) and (b) Charterer’s termination right must be exercised, if at all, within [*****] after the termination right is triggered. This Clause 10.3 is without prejudice to any other rights or obligations of Owner or Charterer under this Charter. 10.4 Set Off and Liquidation of CUQ Credits Upon Termination If Charterer terminates this Charter in accordance with Clause 4.2 as a result of Owner’s breach of this Charter and if any CUQ Credits were due to Charterer prior to such termination, Owner shall, at Charterer’s option, (i) set off from any amount due and payable by Charterer, the value of such outstanding CUQ Credits; or (ii) pay Charterer a liquidated amount reflecting the value of such outstanding CUQ Credits (including any residual amount outstanding after set off in accordance with (i)). If Owner terminates this Charter in accordance with Clause 4.3 as a result of Charterer’s breach of this Charter, Owner shall, at its option, (i) set off from any amount due and payable by Charterer, the value of such outstanding CUQ Credits; or (ii) pay Charterer a liquidated amount reflecting the value of any outstanding CUQ Credits (including any residual amount outstanding after set off in accordance with (i)). 10.5 Retainage On and from the Commercial Start Date and for the duration of the Charter Term, the Parties acknowledge and agree that Retainage for every Contract Year, adjusted proportionally for the first and last Contract Year, shall be less than the allowed retainage quantities applicable to such Contract Year, as calculated in accordance with Exhibit K and this Clause 10.5 (the “Retainage Allowance”). A daily retainage allowance in MMBtu will be calculated considering the daily Feed Gas volumes and the number of liquefaction units in operation according to Exhibit K. Furthermore, such daily allowances shall be aggregated over each Contract Year, such aggregate value in MMBtu shall be the Retainage Allowance for such Contract Year. Charterer shall record for each Contract Year the actual Retainage for such Contract Year (the “Actual Retainage”). In the event that Actual Retainage for any Contract Year exceeds the Retainage Allowance for such Contract Year, then Charterer shall accrue a commercial discount (the “Retainage Credit”), in Dollars, equal to [*****]. From the first Month following the Contract Year for which a Retainage Credit has been calculated, Owner shall make a deduction to the Monthly Hire Fee until such Retainage Credits are exhausted; provided, however, that in no event shall the application of Retainage Credits against the Monthly Hire Fee reduce the Monthly Hire Fee below the Minimum Monthly Hire. 44 Force Majeure 11.1 Events of Force Majeure “Force Majeure” means any occurrence, event or circumstance, whether of the kind listed in Clauses 11.1.2 or otherwise, the occurrence of which: (i) prevents performance of any term or condition of this Charter or, in the case of Charterer, prevents the use, benefit or possession by Charterer of the FLNG Vessel; and (ii) results from circumstances beyond the reasonable control of either Charterer or Owner, whichever is affected by such event; provided that such Party has used reasonable endeavours and due diligence to avoid, prevent or overcome such occurrence, which in the case of Owner may include the exercise of reasonable endeavours to procure a replacement FLNG Vessel. Without prejudice to the generality of the provisions set forth under Clause 11.1.1, Force Majeure shall include circumstances of the following kind; provided that such circumstances satisfy the definition of Force Majeure set forth in Clause 11.1.1: (i) acts of God, earthquakes, tsunami, tsunami warnings, lightning, and floods; (ii) explosions and fires; (iii) chemical or radioactive contamination or ionizing radiation; (iv) strikes, lockouts, or other industrial disturbances (other than those local to and solely affecting the affected Party or any of its subcontractors); (v) wars, riots, hostilities, sabotage, blockades, terrorism, and epidemics; (vi) any act of expropriation, confiscation, nationalization, requisitioning, or other taking; (vii) the implementation of any trade sanctions after the Execution Date imposed by the government of Argentina or against Argentina, other than, in each case, any such sanctions caused by the affected Party’s breach of its obligations under this Charter; and (viii) any of the events specified in the preceding paragraphs (i) to (vii) that affects the performance of Charterer’s Facilities. Notwithstanding that an event of Force Majeure may exist, the provisions of this Clause 11 shall not excuse: (i) failure or inability of either Party to make any payment of money in accordance with their obligations under this Charter, except as caused by an event that prevents the transfer of funds as a result of an event that would otherwise qualify as Force Majeure under this Charter or an event of the kind described in Clause 11.1.2(vii); 45 (ii) late delivery of equipment or materials unless such event itself was caused by Force Majeure; (iii) a Party’s inability to finance its obligations under this Charter or the unavailability of funds to pay amounts when due in the currency of payment; (iv) Charterer’s inability to source or supply Feed Gas to the FLNG Vessel unless such event itself was caused by Force Majeure; (v) unavailability of LNG Ships for Charterer to receive LNG unless such event itself was caused by Force Majeure; (vi) changes in either Party’s market factors, default of payment obligations or other commercial, financial or economic conditions; (vii) late performance by a subcontractor or any subcontractor of Charterer unless such event itself was caused by Force Majeure; or (viii) an Arrest of the FLNG Vessel resulting from an act or omission of Owner. The Parties agree that the Charter Term shall not be extended by Force Majeure events. Unless an event or circumstance is beyond the reasonable control of Owner and the following Persons who are in any way related to the event or circumstance, the event or circumstance will be deemed to be within the reasonable control of Owner: (i) an Affiliate of Owner; and (ii) a contractor, servant or agent of one or more of the foregoing Persons. Unless an event or circumstance is beyond the reasonable control of Charterer and the following Persons who are in any way related to the event or circumstance, the event or circumstance will be deemed to be within the reasonable control of Charterer: (i) an Affiliate of Charterer; and (ii) a contractor, servant or agent of one or more of the foregoing Persons, save for Owner and the operator of any portion of the FLNG Vessel or its delegate. 11.2 Force Majeure Notice and Resumption of Normal Performance As soon as reasonably possible after the occurrence of an event of Force Majeure (but in no event later than three (3) Days after the affected Party is aware of such event of Force Majeure), the Party claiming Force Majeure shall give written notice of such event to the other Party (a “Force Majeure Notice”). The Force Majeure Notice shall provide reasonable details of the event of Force Majeure, including: (i) the particulars of the event giving rise to the Force Majeure claim, in as much detail as is then reasonably available including the place and time such event occurred; 46 (ii) to the extent known or ascertainable, the obligations which have been actually delayed or prevented in performance or will be delayed or prevented in performance; (iii) a good faith estimate of the likely duration of the Force Majeure event and of the period during which performance may be suspended or reduced, including, to the extent known or ascertainable, the estimated extent of such reduction in performance; and (iv) to the extent applicable, the particulars of the program to be implemented and any corrective measures already taken to ensure full resumption of normal performance hereunder. The other Party shall be entitled to request further details from the Party claiming Force Majeure. The Force Majeure Notice shall thereafter be supplemented and updated weekly during the period of such claimed Force Majeure specifying the actions being taken to remedy the circumstances causing such Force Majeure and the date on which such Force Majeure and its effects end. The Party affected by an event of Force Majeure shall, at the request of the other Party given after delivery of the Force Majeure Notice, use reasonable endeavours to give or procure access (at the expense and risk of the Party seeking access) at all reasonable times for a reasonable number of Representatives of the non-affected Party to examine the scene of the event which gave rise to the Force Majeure claim. The Parties shall take all measures that are reasonable in the circumstances to resume normal performance of this Charter after the occurrence of an event of Force Majeure; provided that prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Charter to the extent not prevented or delayed by such event of Force Majeure. The Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the discretion of the Party experiencing such situations and nothing in this Clause 11.2 shall require such Party to settle any such Dispute by yielding to demands made on it when it considers such action inadvisable. Neither Party whose performance is excused by Force Majeure shall be required to incur any unreasonable costs or make any unreasonable additional investments in new facilities to overcome the Force Majeure event. 11.3 Excuse From Performance Neither Party shall be liable for any failure to perform any of its obligations under this Charter to the extent that such failure arises due to an event of Force Majeure; provided, however, that such Force Majeure shall not relieve that Party of liability if such Party fails to use reasonable endeavours and due diligence to avoid, prevent, or overcome the effect of the event of Force Majeure. Owner agrees that for any Force Majeure period it will file and use reasonable endeavours to obtain insurance recoveries from its underwriters or P&I club for all insured losses due to such Force Majeure event.
47 During the occurrence of an event of Force Majeure, Hire shall be reduced by a percentage equal to [*****] multiplied by the percentage reduction in available capacity relative to Nameplate Capacity for a period of [*****], following which Hire shall be reduced by the percentage reduction in available capacity relative to Nameplate Capacity during the remainder of such event of Force Majeure. 11.4 Termination for Force Majeure If, as a result of Force Majeure, the use, benefit or possession by Charterer of the FLNG Vessel is interrupted in any material respect (including by reason of an event of Force Majeure affecting Charterer) for a period of at least [*****] in the aggregate during any [*****] Month period (an “Event of Prolonged Force Majeure”), Charterer shall have the right to terminate this Charter by notice to the other Owner; provided that Charterer shall have the right to elect that this Charter continues in force by paying the Monthly Hire Fee to Owner in respect of any further such Days of Force Majeure after the end of such [*****] period. Notwithstanding the foregoing, any time in which Owner’s services or the use, benefit or possession by Charterer of the FLNG Vessel is interrupted due to Adverse Metocean Conditions shall not count as Force Majeure for the purposes of this Clause 11.4 except, to the extent that the FLNG Vessel is unavailable to provide service to Charterer in compliance with this Charter as a result of such Adverse Metocean Conditions after such Adverse Metocean Conditions have ceased. Lien Provisions 12.1 Owner Liens Owner shall not have, and to the extent it may reasonably prevent the same shall not, allow others (claiming by, through or under Owner) to have, a lien on any LNG or Gas loaded, handled, stored, and/or discharged by the FLNG Vessel, fuel, freights, sub-freights, or sub-hires or any sums payable to Charterer or with respect to sales of any LNG or Gas loaded, handled, stored, and/or discharged by the FLNG Vessel, except to the extent any such lien arises by operation of law. 12.2 Charterer Liens Charterer shall not have, or allow third parties (in their dealings with Charterer) to have, a lien on the FLNG Vessel except to the extent such lien arises by operation of law. 12.3 Release of Lien In the event that any lien shall attach by operation of law or in violation of this Clause 12, Owner or Charterer, as the case may be, shall take such steps as reasonably necessary to assure that the lien does not interfere with the FLNG Vessel’s operations and to effect prompt release of such lien prior to enforcement thereof. Requisition and Lay Up of the FLNG Vessel 13.1 Requisition or Seizure In the event that the FLNG Vessel shall be requisitioned or seized by any Governmental Authority or by any Person following the Commercial Start Date, the FLNG Vessel shall remain on Hire during the period of requisition or seizure; provided that, if the seizure or requisition is not caused by an act or omission of Charterer and no assignment of this Charter to the requisitioning or seizing party can be made on terms acceptable to Charterer within a period of [*****] then Charterer shall have the option, on giving [*****] notice to Owner, to terminate 48 this Charter; provided, further that Charterer shall provide any notice to Owner of such seizure or requisition it receives and shall cooperate in good faith with Owner and use reasonable endeavours to prevent, delay or mitigate the effects of such seizure or requisition and obtain the release of the FLNG Vessel. Any hire paid by such Governmental Authority or Person, entity or government in respect of such requisition or seizure shall be for Charterer’s account. Any such requisition period or period of seizure shall count as part of the Charter Term. 13.2 Charterer’s Option to Lay Up FLNG Vessel Charterer shall have the option of laying up the FLNG Vessel at a safe place for all or any part of the Charter Term (including the period immediately following the Commercial Start Date), in which case the Hire under this Charter shall continue to be paid and all additional costs incurred as a result of the FLNG Vessel entering, remaining in, breaking or leaving lay-up (including any additional drydocking costs necessary for the FLNG Vessel’s efficient and economic operation after such lay-up) shall be Charterer’s responsibility. Insurance 14.1 Insurance Obligation On and from the Delivery Date, Owner shall, at its expense, procure and maintain insurance coverage of no less than the kind and in amounts set forth in Exhibit H. The terms and conditions of such coverage shall be subject to the approval of the Charterer, such approval not to be unreasonably withheld or delayed. 14.2 Premiums, P&I Calls, and Deductibles Owner shall be solely liable for any premiums, demands, calls or claims in respect of insurances required to be maintained by Owner under the terms of this Charter (which insurances shall be primary and exclusive of any other existing valid and collectible insurance carried by or on behalf of Charterer). Notwithstanding the foregoing, Charterer shall reimburse Owner for the premiums and deductibles that Owner incurs for insurance required by this Charter, which premiums shall be invoiced and paid pursuant to Clause 7.2. All insurances shall have adequate territorial and navigation limits for the FLNG Vessel and shall be placed with first class insurance companies with a rating of A- or higher in the London, European, Japanese, U.S. or Scandinavian markets, provided always that DNK is pre-approved as the war risks insurers. 14.3 Certificate of Insurance Owner shall provide Charterer with insurance policies or slips (drafts) describing insurance coverage and economic conditions in accordance with this Charter, no less than thirty (30) Days prior to the Delivery Date and no less than twenty (20) Days in advance in case of renewals of the insurances described in Exhibit I. Failure of Charterer to object to any failure by Owner to furnish Charterer such insurance certificates, or to object to any defect in such certificates, shall not be deemed a waiver of Owner’s obligation to furnish such certificates and to provide insurances as required under this Charter. 14.4 Owner’s Insurance Endorsements Owner shall cause the relevant insurer to endorse the insurance described in Exhibit H to: (i) waive all rights of subrogation against Charterer’s Indemnitee Group; 49 (ii) include Charterer as joint assured on all such insurance policies for and on behalf of the Charterer’s Indemnitee Group (as applicable); (iii) be primary to any insurances maintained by Charterer or the Charterer’s Indemnitee Group; and (iv) waive any policy provision that reduces or limits coverage to the extent of coverage provided by other insurance policies. Owner shall cause the relevant insurer to endorse the insurance described at clause vi of Exhibit H so as to provide protective co insurance with respect to Charterer for themselves and on behalf of the Charterer’s Indemnitee Group (as applicable). 14.5 Owner’s Duties Owner shall: renew all insurances prior to the expiration of the relevant policies or coverages and provide satisfactory evidence to Charterer that such insurances have been renewed upon stated expiry dates; punctually pay all premiums, calls, contributions or other sums in respect of the insurances and provide evidence of payment when so required by Charterer; other than in respect of a Total Loss or a Constructive Total Loss, apply all sums received by Owner in respect of claims for losses on the insurances for the purpose of making good the loss and fully repairing all damage in respect of which such sums have been received; and not alter in any material respect any of the terms of any of the instruments of insurance which have been approved by Charterer and not make, do, consent or agree to any act or omission which would or might render any such instrument of insurance invalid, void, voidable or unenforceable or render any sum payable thereunder not payable in whole or in part. 14.6 No Coverage; Failure to Maintain Coverage If Owner fails to obtain or maintain any of the insurance cover set forth in Exhibit H, Owner shall indemnify and hold harmless Charterer against all claims, demands, costs and expenses (including legal fees) attributable to such failure of Owner to obtain or maintain any such insurance cover. No Hire shall be payable by Charterer to Owner during any period in which Owner fails to obtain or maintain any such insurance cover in breach of this Clause 14. The failure by Owner: (i) to obtain and maintain any one or more of the insurances; (ii) to comply fully with any of the provisions of this Charter relating to the insurances; or 50 (iii) to secure such endorsements on the insurances as may be necessary to carry out the terms and provisions of this Charter; shall in no way act to relieve Owner from its obligations and liabilities under this Charter, notwithstanding any provisions hereof to the contrary. If Owner fails to obtain and/or to maintain any of the insurances required hereunder and has failed to cure such breach within a period of [*****] after notice of such breach from Charterer, Charterer shall have the option on written notice to Owner to terminate this Charter when the FLNG Vessel is free of LNG (other than LNG Heel), or to procure replacement insurance(s) with the same or different underwriters and/or P&I club with all costs to be borne by Owner, which cost may, at Charterer’s option, be invoiced to Owner for payment or be deducted from Hire or other sums due to Owner under this Charter. 14.7 Claims Each Party shall afford the other all such reasonable assistance as may be required for the preparation and negotiation of insurance claims, but Owner shall be responsible for the preparation of documentation for insurance claims under the policies for the insurances maintained by Owner. Liabilities 15.1 Personnel Indemnification OWNER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF CHARTERER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH ILLNESS OF, INJURIES TO OR DEATH OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP ARISING OUT OF THE OPERATION OF THE FLNG VESSEL AND CHARTERER’S FACILITIES OR IN ANY MANNER OCCURRING IN CONNECTION WITH THE FLNG VESSEL AND CHARTERER’S FACILITIES OR THIS CHARTER AND REGARDLESS OF WHETHER SUCH ILLNESS, INJURY OR DEATH IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS AND INCLUDING PREEXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP. CHARTERER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF OWNER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH ILLNESS OF, INJURIES TO OR DEATH OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP ARISING OUT OF THE OPERATION OF THE FLNG VESSEL, LNG SHIPS, PORT FACILITIES AND CHARTERER’S FACILITIES OR IN ANY MANNER OCCURRING IN CONNECTION WITH THE FLNG VESSEL, LNG SHIPS, PORT FACILITIES AND CHARTERER’S FACILITIES OR THIS CHARTER AND REGARDLESS OF WHETHER SUCH ILLNESS, INJURY OR DEATH IS CAUSED IN WHOLE OR IN
51 PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS AND INCLUDING PRE- EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP. 15.2 Property of Owner and Charterer OWNER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF CHARTERER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING IN CONNECTION WITH DAMAGE TO OR LOSS OF THE FLNG VESSEL AND ANY OTHER PROPERTY, EQUIPMENT AND MATERIALS OWNED, LEASED, CHARTERED, HIRED OR BORROWED BY ANY MEMBER OF OWNER’S INDEMNITEE GROUP, IRRESPECTIVE OF THE CAUSE THEREOF OR REASON THEREFORE AND REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS, AND INCLUDING PRE-EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP. CHARTERER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF OWNER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING IN CONNECTION WITH DAMAGE TO OR LOSS OF LNG SHIPS, THE TERMINAL OR THE PORT FACILITIES AND ANY OTHER PROPERTY, EQUIPMENT AND MATERIALS OWNED, LEASED, CHARTERED, HIRED OR BORROWED BY ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, IRRESPECTIVE OF THE CAUSE THEREOF OR REASON THEREFORE AND REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS, AND INCLUDING PRE-EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP. 15.3 No Limitation on Other Indemnities The indemnification provisions set forth in Clauses 15.1 and 15.2 shall be without prejudice to and in no way limit the liability and indemnity obligations of either Party expressly provided for elsewhere in this Charter. 52 15.4 General Liability Save as otherwise provided in this Charter, in the event of any breach by either Party of any term of this Charter and which is not otherwise attributable to an act or omission of the other Party, is not attributable to a Force Majeure event, is not attributable in the case of a breach by Owner to a Charterer Delay Event or is not otherwise excused by this Charter, the non-breaching Party shall be entitled to all remedies available at law or equity; provided that liability in respect of any breach by Owner or Charterer shall be limited as provided in Clause 15.5. Notwithstanding the foregoing but subject to Clause 15.5.2, where this Charter expressly provides for an event to give rise to a reduction in Hire payments or the payment of liquidated damages pursuant to Clauses 5.5.3, 5.6 or 10, Charterer’s sole and exclusive remedy shall be such reduction in Hire or the payment of liquidated damages and Charterer may not seek further or different relief at law or equity for the events that give rise to a reduction in Hire or the payment of liquidated damages except to the extent such event also gives rise to a right of termination, indemnification or other express remedy under this Charter. 15.5 Limitation of Liability of Owner and Charterer SUBJECT TO CLAUSES 15.5.2 AND 15.5.3, THE MAXIMUM AGGREGATE LIABILITY OF OWNER TO CHARTERER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE SHALL NOT EXCEED THE SUM OF [*****]. Notwithstanding anything to the contrary in this Charter, Owner’s liability under this Charter shall not be limited by Clause 15.5.1 with respect to amounts payable by Owner (and, except as specified otherwise in Clause 15.5.3, such amounts shall not be counted towards such limit set forth in Clause 15.5.1): (i) for loss or damage arising from breach of Owner indemnities provided pursuant to Clauses 14.6.1, 15.1.1, 15.2.1, 19 and 20; (ii) for wreck removal pursuant to Clause 3.2.5; (iii) for Willful Breach of this Charter by Owner; (iv) amounts which are expressed as liquidated damages or as payments upon termination in this Charter; (v) amounts for which payment has been made or been credited under this Charter as of such date; or (vi) to the extent (a) payment of such liability is made by Owner’s insurers; or (b) Owner is otherwise compensated for such liability by its insurers, in each case under any insurance policy required to be maintained by Owner pursuant to this Charter. Any liability of Owner for loss or damage arising from breach of the Owner indemnities provided pursuant to Clause 20, or for any insurance deductible payable (i) in respect of the indemnities provided pursuant to Clauses 3.5, 15.1.1, and 15.2.1, (ii) for wreck removal 53 pursuant to Clause 3.2.5, or (iii) in respect of Clause 15.5.2(iv) shall be counted towards the limit on liability set forth in Clause 15.5.1. SUBJECT TO CLAUSES 15.5.5 AND 15.5.6, THE MAXIMUM AGGREGATE LIABILITY OF CHARTERER TO OWNER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE SHALL NOT EXCEED THE SUM OF [*****]. Notwithstanding anything to the contrary in this Charter, Charterer’s liability under this Charter shall not be limited by Clause 15.5.4 with respect to amounts payable by Charterer (and, except as specified otherwise in Clause 15.5.6, such amounts shall not be counted towards such limit set forth in Clause 15.5.4): (i) payment of Hire; (ii) for loss or damage arising from breach of Charterer indemnities provided pursuant to Clauses 15.1.2, 15.2.2, 19 and 20; (iii) for wreck removal pursuant to Clause 3.2.5; (iv) for Willful Breach of this Charter by Charterer; (v) amounts which are expressed as liquidated damages or as payments upon termination in this Charter; (vi) amounts for which payment has been made or been credited under this Charter as of such date; or (vii) to the extent (a) payment of such liability is made by Charterer’s insurers; or (b) Charterer is otherwise compensated for such liability by its insurers, in each case under any insurance policy required to be maintained by Charterer pursuant to this Charter. Any liability of Charterer for loss or damage arising from breach of the Charterer indemnities provided pursuant to Clause 20, or for any insurance deductible payable (i) in respect of the indemnities provided pursuant to Clauses 15.1.2 and 15.2.2, (ii) for wreck removal pursuant to Clause 3.2.5, or (iii) in respect of Clause 15.5.5(v) shall be counted towards the limit on liability set forth in Clause 15.5.4. 15.6 No Consequential Loss SAVE WITH RESPECT TO LIABILITIES FOR WHICH INDEMNIFICATION IS PROVIDED PURSUANT TO CLAUSES 15.1 AND 15.2, AND ANY AMOUNTS EXPRESSED AS LIQUIDATED DAMAGES OR PAYMENTS UPON TERMINATION HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE, FOR OR IN RESPECT OF ANY CONSEQUENTIAL LOSS INCURRED BY THE OTHER PARTY THAT ARISES UNDER OR IN CONNECTION WITH THIS CHARTER. 54 15.7 Survival Rights, liabilities and obligations accrued during the Charter Term under this Clause 15 shall survive the termination of this Charter. 15.8 Exclusive Remedies Notwithstanding anything to the contrary in this Agreement, a Party’s sole liability, and the other Party’s exclusive remedy, arising under or in connection with Clauses 2.9.5, 2.11, 4.2, 4.3, 4.6, 5.5.3, 5.6.4, 10.1.4, 10.5.4 and 15.4 shall be as set forth in each such provision, respectively. Representations, Warranties and Covenants 16.1 Owner’s Corporate Organization and Authority Owner represents and warrants as of the Execution Date, and undertakes throughout the Charter Term, as follows: Owner is and shall remain a limited liability company duly organized and existing under the laws of the Marshall Islands, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorization to own the FLNG Vessel and perform its obligations under this Charter; Owner maintains and shall maintain Books and Records reflecting its operations separately from the Books and Records of any other Person; Owner has taken all necessary organizational action to authorize the execution and delivery hereof and the performance of its obligations hereunder; and all necessary acts and things have been taken or done to the extent required under this Charter to enable Owner lawfully to enter into this Charter and to perform its obligations hereunder. 16.2 Owner’s Business Subject to Clause 18, throughout the Charter Term, Owner shall not, without Charterer’s prior consent, not to be unreasonably withheld: (i) dissolve, liquidate, merge, consolidate or otherwise combine with or into another entity; (ii) other than in respect of an Approved Mortgage, sell, transfer or otherwise dispose of its rights in the FLNG Vessel or all or substantially all of its assets to another Person; (iii) acquire obligations or securities of its partners, members or shareholders; (iv) commingle assets with those of any other Person; (v) other than in respect of providing security for the financing of the FLNG Vessel as contemplated by and in accordance with Clause 22.2.1:
55 guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of others; or pledge its assets for the benefit of any other Person or make any loans or advances to any Person, save that Owner shall be able to borrow from its Affiliates; (vi) engage in any business or activity of any nature other than the financing and construction of the FLNG Vessel and the charter of the FLNG Vessel to Charterer pursuant to the terms of this Charter or in relation thereto. Throughout the Charter Term, Owner shall: (i) conduct its own business in its own name; (ii) continue its existence as a special purpose vehicle for the purposes of this Charter; (iii) pay its own liabilities out of its own funds save that Owner shall be able to borrow from its Affiliates; and (iv) hold itself out as a separate entity to its Affiliates. Owner represents and warrants as of the Commercial Start Date that, other than any Approved Mortgages and any Permitted Liens, there is no mortgage, lien, or encumbrance on the FLNG Vessel or the FLNG Vessel’s earnings or insurances. 16.3 Owner’s Title; No Conflict Owner represents and warrants that: as of the date of delivery of the FLNG Vessel to Owner and throughout the Charter Term, except for Approved Mortgages, Owner has and shall maintain full and marketable title to the FLNG Vessel free and clear of any liens; and as of the Execution Date and throughout the Charter Term, neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein, conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any Applicable Law or of any other agreement or instrument to which Owner is a party or by which it or the FLNG Vessel is bound, or constitutes or will constitute a default under any provision thereof. 16.4 Charterer’s Corporate Organization and Authority Charterer represents and warrants as of the Execution Date, and undertakes throughout the Charter Term, as follows: Charterer is and shall remain a company duly organized and existing under the laws of the Republic of Argentina, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorization to own the Terminal and perform its obligations under this Charter; 56 Charterer maintains and shall maintain Books and Records reflecting its operations separately from the Books and Records of any other Person; Charterer has the requisite power, authority and legal right to execute and deliver and to perform its obligations under this Charter and has taken all necessary organizational action to authorize the execution and delivery hereof and the performance of its obligations hereunder; Charterer has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Charter for which Owner or any of its Affiliates could be liable; and all necessary acts and things have been taken or done to the extent required under this Charter to enable Charterer lawfully to enter into this Charter and to perform its obligations hereunder. 16.5 Charterer - No Conflict Charterer represents and warrants that as of the Execution Date neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein, conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any Applicable Law or of any other agreement or instrument to which Charterer is a party or by which it is bound, or constitutes or will constitute a default under any provision thereof. Credit Support 17.1 Credit Support Each Party shall, within thirty (30) Days of the Effective Date, have and maintain an Acceptable Credit Rating and Financial Standing or provide one or more Guarantees from Acceptable Guarantors. If Charterer provides multiple Guarantees, each Guarantor shall be severally liable for the obligations of Charterer in accordance with its percentage equity interest (direct or indirect) in Charterer and the maximum liability of each Guarantor shall be such Guarantor’s equity interest (direct or indirect) in Charterer multiplied by [*****]. If at any time, a Party is unable to comply with the requirements of Clause 17.1.1 or the Guarantor of any Guarantee issued hereunder ceases to be an Acceptable Guarantor (or ceases to be deemed to be an Acceptable Guarantor), then such Party shall provide to the other Party a replacement Guarantee from an Acceptable Guarantor. Any Guarantee required to be delivered to a Party pursuant to this Clause 17.1.2 shall be delivered within ten (10) Business Days of such requirement arising; provided that if such Day is not a Banking Day, it shall delivered by the next Banking Day. Charterer may provide a combination of Guarantees to satisfy its obligations hereunder. Each Party shall cause any Guarantee provided hereunder to be maintained in full force and effect as long as such Party does not maintain an Acceptable Credit Rating and Financial Standing. Any Guarantee or other information or documentation provided by a Party or Guarantor pursuant to this Clause 17.1 shall be provided in the English language. 57 Assignment and Transfer 18.1 Assignment by Charterer Subject to compliance with all Applicable Law and all Authorizations, after the fifth anniversary of the Commercial Start Date, Charterer may transfer this Charter in its entirety, for the remainder of the Charter Term, upon the prior written consent of Owner (which consent shall not be unreasonably withheld or delayed); provided that (i) the transferee assumes all of the obligations of Charterer under this Charter, without any reserve or condition whatsoever, commencing as of the date of transfer by execution of a binding deed of novation which is enforceable by Owner, where such date of the transfer shall be the first date on which each of Owner, Charterer, and its transferee (as applicable) have executed such document, (ii) the transferee shall have the technical and commercial capability to perform its obligations under this Charter (iii) the transferee meets the requirements set forth in Clause 17.1 prior to such transfer, (iv) the transferee enters into, and causes any Guarantor, if any, of such transferee to enter into, one or more direct agreements with Owner’s or its Affiliates’ Lenders or Lenders’ Agent, as required by such Lenders, and (v) the transferee completes Owner’s “know your customer” process to Owner’s reasonable satisfaction. Notwithstanding Clause 18.1.1, Charterer shall have the right to transfer all of its rights and obligations under this Charter to its Affiliate without Owner’s consent; provided that the Affiliate complies with Clause 18.1.1(i)-(v). Charterer shall not be entitled to sub-charter or sublease any of Charterer’s rights under this Charter or to the FLNG Vessel without the prior written consent of Owner (in its sole discretion). Upon a transfer by Charterer in accordance with this Clause 18.1, Charterer shall be released to the degree of such transfer from all further obligation, duty, or liability under this Charter, other than any obligation, duty, or liability arising prior to the date of effectiveness of such transfer. 18.2 Assignment by Owner Subject to compliance with all Applicable Law and all Authorizations, after the fifth anniversary of the Commercial Start Date, Owner may transfer this Charter in its entirety, for the remainder of the Charter Term, upon the prior written consent of Charterer (such consent not to be unreasonably withheld); provided that the transferee (i) assumes all of the obligations of Owner under this Charter, without any reserve or condition whatsoever, commencing as of the date of transfer by execution of a binding deed of novation which is enforceable by Charterer, where such date of the transfer shall be the first date on which each of Charterer, Owner and its transferee (as applicable) have executed such document, (ii) shall have the technical and other expertise and financial capability necessary to perform, and is capable of performing, Owner’s obligations under this Charter, (iii) meets the requirements set forth in Clause 17.1 prior to such transfer, and (iv) will have, or have rights to use, such Authorizations as are needed to perform Owner’s obligations under this Charter. Notwithstanding Clause 18.2.1, Owner shall have the right to transfer all of its rights and obligations under this Charter to its Affiliate without Charterer’s consent but upon prior 58 written notice to Charterer; provided that the Affiliate (i) shall have the technical and other expertise and financial capability necessary to perform, and is capable of performing, Owner’s obligations under this Charter, (ii) will have, or have rights to use, such Authorizations as are needed to perform Owner’s obligations under this Charter, and (iii) enters into a bareboat charter agreement with Charterer on substantially the same terms included herein after which this Charter shall automatically terminate and be replaced by such agreement. Upon an assignment or transfer by Owner in accordance with Clause 18.2, Owner shall be released to the degree of such transfer from all further obligation, duty, or liability under this Charter, other than any obligation, duty, or liability arising prior to the date of effectiveness of such transfer. Business Principles and Practices 19.1 Business Principles The Parties acknowledge and agree (for themselves and on behalf of their respective Affiliates) that all activities conducted in accordance with this Charter will be done so in a manner consistent with the following principles. 19.2 Business Practices Each Party represents, warrants and covenants to the other that it and its Representatives: (i) comply with the Applicable Corruption Law with respect to all Matters; (ii) have not Offered and will not Offer with respect to any Matters any advantage to any Public Official which would violate the Applicable Corruption Law; (iii) have not Offered and will not Offer with respect to any Matters any advantage to any officer, director, employee, agent or representative of any other Person or entity which would violate the Applicable Corruption Law; (iv) will not, directly or through any other Person or entity, request any service, action or inaction by any other Person or entity with respect to any Matters which would violate the Applicable Corruption Law; (v) will not, directly or indirectly with respect to any Matters request an advantage which would violate the Applicable Corruption Law; and (vi) have been informed of their obligations in relation to the Applicable Corruption Law and have in place adequate policies and procedures (including, without limitation, training) in relation to business ethics and conduct and reporting and investigating suspected violations which are compliant with Applicable Corruption Law. Each Party represents, warrants and covenants to the other that: (i) it maintains accurate and complete Books and Records and internal controls sufficient and of such quality, consistent with accounting principles and practices
59 contained in the general accepted accounting principles, International Financial Reporting Standards or US GAAP, as applicable; (ii) where there is an existing relationship between such Party’s personnel, its Representatives or anyone in their immediate families on the one hand and any Public Official or any political party or political party official or candidate for any political office or Person on the other which may or might reasonably be considered to have an influence on the performance of its obligations hereunder which may lead to a violation of Applicable Corruption Law, that this has been notified to the other Party in writing prior to this Charter being entered into; and (iii) it will promptly take all such steps as may be necessary including, as reasonably requested by the other Party to ensure that such relationship does not give rise to any conflict of interest or any breach of the Applicable Corruption Law. Each Party represents, warrants and covenants to the other that to the best of its knowledge and belief neither it nor any of its Representatives: (i) appears on any list of entities or individuals debarred from tendering or participating in any project funded by the World Bank or EBRO; (ii) has at any time been found by a court in any jurisdiction to have breached Applicable Corruption Law; or (iii) has at any time been investigated (or is being investigated) or is involved in an investigation or been suspected in any jurisdiction of having engaged in any conduct with respect to Matters which would constitute a breach of Applicable Corruption Law. Each Party represents, warrants and covenants that if at any time it becomes aware that any of the circumstances set out in Clauses 19.2.2(ii), 19.2.2(iii) or 19.2.3 are not as it has confirmed it will notify the other Party immediately in writing and will promptly take all such steps as may be necessary and/or requested by the other Party to ensure minimum adverse effect on this Charter. Each Party represents, warrants and covenants that if such Party receives formal notification of a judicial or administrative proceeding alleging a violation of Applicable Corruption Law that is related to this Charter or the operations, activities and obligations set forth herein, such Party shall notify the other Party and keep them reasonably informed with respect to same; provided that such Party shall not be obliged to disclose any legally privileged information to the other Party. Without prejudice to any other express remedies referred to elsewhere in this Charter or any rights or remedies available at law or in equity, in the event of a material breach of this Clause 19.2 by a Party (a “Breaching Party”), the other Party (the “Non-Breaching Party”) has the right to terminate this Charter at any time after the expiration of a period of [*****] after the Non-Breaching Party gives notice of termination, so long as the breach is continuing unremedied at the expiry of such period, and is not liable to pay any compensation to the Breaching Party for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result of the termination under this Clause 19.2.6. 60 Where this Charter is terminated in accordance with Clause 19.2.6 the Non-Breaching Party will not be obliged to make any payments which are due or may otherwise be due under the terms of this Charter where to do so would violate any Applicable Corruption Law or Sanctions Law to which the Non-Breaching Party is subject. Each Party indemnifies and holds harmless the other Party from and against any and all claims, damages, liabilities, losses, penalties, costs and expenses arising from or related to, any breach by such first Party of this Clause 19.2. The rights and obligations contained in Clauses 19.2.6, 19.2.7, 19.2.8, survive termination or expiration of this Charter. The rights and obligations contained in Clauses 19.2.2(i), 19.2.4 and 19.2.5 shall survive termination or expiration of this Charter for a period of six (6) Months. Each Party shall require its contractors, consultants and agents involved in Matters to act in accordance with the requirements of this Clause 19.2 and Applicable Corruption Law. Each Party shall operate a program of regular assessments of its contractors, consultants and agents involved in Matters to verify that they are following their obligations in respect of compliance in Clause 19.2.10 above and retain the right to have an independent auditor review and verify their compliance. Intellectual Property Rights and Indemnification 20.1 Intellectual Property Rights It is expressly agreed that no Intellectual Property Rights relating to the FLNG Vessel shall be or become the property of Charterer by operation of this Charter save that Owner grants Charterer a non-exclusive license to use any Intellectual Property Rights relating to the FLNG Vessel owned by, or licensed to, Owner, solely for, and only to the extent necessary for, the purposes of giving Charterer the full benefit of this Charter, which shall include, for the avoidance of doubt, Owner or its Affiliates’ operating manuals, standards, procedures and systems or any Intellectual Property Rights related thereto. 20.2 Intellectual Property Rights Indemnification Owner shall indemnify and hold harmless Charterer and its Affiliates (and each of their employees, directors) (together, the “IP Indemnified Persons”) from any claims, demands, expenses, liabilities, losses or damages suffered or incurred by the IP Indemnified Persons based on a claim that the FLNG Vessel or any item of equipment or part thereof furnished hereunder by Owner or their use and/or ownership by Charterer infringes any Intellectual Property Rights, if Owner is notified reasonably promptly in writing by Charterer for the defense of same. Owner shall pay all damages and costs awarded therein against the IP Indemnified Persons and in addition shall reimburse the IP Indemnified Persons for their reasonable legal costs and expenses incurred in connection with such claim. In event that the FLNG Vessel, or any item of equipment or any part thereof or their use by Charterer is held in such suit to constitute infringement of Intellectual Property Rights or if Charterer is restrained by any court order from keeping or using the same, Owner shall at its own expense either procure for Charterer the right to continue using the FLNG Vessel or said equipment or part thereof in the same manner as contemplated under this Charter, or replace the same with non-infringing components or equipment, or modify it so 61 it becomes non-infringing, in both cases without diminishing the performance, function, efficiency or effectiveness of the FLNG Vessel or other equipment or part thereof. Confidentiality 21.1 Confidentiality Undertaking Each Party shall maintain in strict confidence and protect the confidentiality of the Confidential Information, and neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party, except as provided in Clause 21.2. 21.2 Permitted Disclosure Notwithstanding Clause 21.1, each Party may disclose Confidential Information without the other Party’s consent to: (i) the Party’s Affiliates, and its and their directors, officers and employees who have a specific need to know such Confidential Information in order to perform the obligations set forth under this Charter or to carry out management oversight and corporate governance obligations in relation to a Party and shall inform such individuals of the confidential nature of the Confidential Information, in each case provided that the Party’s Affiliates and its and their directors, officers or employees are bound by an undertaking to maintain the confidentiality of such Confidential Information and on the basis that the disclosing Party shall be liable if such persons fail to so comply; (ii) advisors and consultants, including counsel, accountants and other agents of the Party who have a specific need to know such Confidential Information in order to assist a Party to perform the obligations set forth under this Charter or to advise management in relation to oversight and corporate governance obligations in relation to a Party, or otherwise to advise on the rights and obligations of a Party under this Charter and shall inform such individuals of the confidential nature of the Confidential Information; (iii) third parties on an aggregated basis to the extent such information is delivered to such third party for the sole purpose of calculating a published index; (iv) arbitrators, experts and any court in connection with the resolution of a Dispute; (v) any bona fide intended assignees of a Party’s interests under this Charter; provided, however, that: such intended assignee has entered into a confidentiality agreement with the intended assignor incorporating terms to restrict disclosure of the Confidential Information on an “as needed” basis and solely for the purpose of the proposed assignment; a copy of that confidentiality agreement has been provided to the non- assigning Party; and such confidentiality agreement expressly states that the nonassigning Party is an intended third party beneficiary of such agreement with respect 62 to disclosure of Confidential Information, capable of independently enforcing the provisions therein protecting disclosure of such Confidential Information; (vi) accountants and/or auditors who have a need to know such Confidential Information in order to confirm, authenticate, verify or corroborate a statement or calculation (or to perform a similar task) for or on behalf of a third party; (vii) prospective Gas suppliers for the Terminal, prospective purchasers of LNG from Charterer and potential equity and debt investors in the Project; and (viii) to any Person reasonably needing to see the same in connection with any bona fide financing or offering or sale of securities by Charterer, Owner, any Affiliate of any of Charterer or Owner, or any Affiliate of any of the shareholders of any of Charterer or Owner, or otherwise to comply with the disclosure or other requirements of financial institutions or other participants (including rating agencies) in the financing, offering or sale. The Party disclosing Confidential Information shall ensure that any Person listed in Clauses 21.2.1(ii) to 21.2.1(iv), 21.2.1(vi), 21.2.1(vii) and 21.2.1(viii) above to which it makes the disclosure provides an undertaking of confidentiality (excluding legal counsel under a professional confidentiality obligation). Notwithstanding Clause 21.1 and without prejudice to Clause 21.2.1, the receiving Party may disclose Confidential Information without the disclosing Party’s prior consent to the extent that such Confidential Information is: (i) at the time of disclosure under this Charter, in the public domain or becomes public knowledge through no fault of the receiving Party; (ii) already known to the receiving Party at the time of disclosure by the disclosing Party or is lawfully obtained by the receiving Party after such disclosure other than by any other Person breaching its obligations of confidentiality to the disclosing Party; (iii) developed by the receiving Party independently of the Confidential Information received from the disclosing Party; or (iv) required to be disclosed: by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the receiving Party is bound to comply; or by the laws and regulations of any Governmental Authority with jurisdiction over the affairs of the receiving Party. Notwithstanding the foregoing, in the case of Clause 21.2.2(iv), the receiving Party shall provide the disclosing Party with prompt written notice of any such request or requirement such that the
63 disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Charter. 21.3 Right to Disclose Confidential Information The disclosing Party warrants that it has the right to disclose the Confidential Information to the receiving Party and the right to authorize the receiving Party to use such Confidential Information in accordance with the terms of this Charter. The disclosing Party (which term for this purpose shall include its directors and employees) does not make any representation or Offer any warranty with respect to the completeness or accuracy of the Confidential Information and the receiving Party acknowledges that it shall be responsible for the verification of the completeness and/or accuracy of the Confidential Information to its own satisfaction. 21.4 Injunction and Equitable Remedies Without prejudice to any other rights or remedies which the disclosing Party may have, the receiving Party acknowledges and agrees that in the event of breach of this Clause 21 the disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause 21 in addition to any damages or other remedies to which it may be entitled. 21.5 Duration The provisions of this Clause 21 shall remain in full force and effect for a period of [*****] after the date of termination or expiration of this Charter for any reason. 21.6 Press Release Any public announcement (including any press release) by either Party directly relating to this Charter shall only be made with the prior written consent of the other Party. Subject to giving prior notice and, where reasonably practicable, undertaking reasonable consultation with the other Party, this Clause 21.6 will not prohibit or restrict a Party from making such reference, comment, disclosure, statements or other announcements as may be required by any relevant stock exchange or by Applicable Law. Lender’s Rights 22.1 Financing Requirements The Parties each recognize that the other Party (each a “Financing Party”) may obtain financing or refinancing from one or more credit providers, including commercial banks, export credit agencies and/or through the issuance of debt securities in the capital markets. In connection with any such financing or refinancing, the Party other than the Financing Party (“Non-Financing Party”), at no additional cost to the Financing Party, shall, if so requested by the Financing Party: deliver to the lenders and other entities providing credit or financing to the Financing Party (collectively, “Lenders”) or the agent acting on behalf of the Lenders (“Lenders’ Agent”) certified copies of its corporate charter and by-laws, resolutions, incumbency certificates, legal opinions (covering authority, due organization and existence of the Non-Financing Party), financial statements, a consent to and a letter confirming its agent for receipt of service of process in England, and such other items as Lenders or Lenders’ Agent may 64 reasonably request, including but not limited to, copies of all required governmental authorizations, approvals and permissions; provide to Lenders or Lenders’ Agent, as and when reasonably requested, information, including with respect to the testing, operation and financing of the FLNG Vessel to be provided pursuant to this Charter, and shall allow Lenders or Lenders’ Agent reasonable access to the FLNG Vessel for purposes of inspection; use reasonable endeavours to cause any financial institution or other entity issuing a guarantee or performance bond in respect of the Non-Financing Party’s performance under this Charter or otherwise pursuant to this Charter, to execute and deliver to Lenders or Lenders’ Agent a direct agreement in form and substance reasonably satisfactory to such financial institution and Lenders or Lenders’ Agent, as the case may be; and provide all information reasonably requested by Lenders or Lenders’ Agent to facilitate any such financing or refinancing. 22.2 Right of Collateral and Direct Agreements Notwithstanding the provisions of Clause 18: Owner shall have the right to enter into an Approved Mortgage with Approved Mortgagees as security for the financing of the FLNG Vessel, subject to the execution and delivery between Charterer and Approved Mortgagees of an Approved Mortgagee Direct Agreement and provided that such financing arrangements shall in no way diminish Charterer’s rights or Owner’s obligations under this Charter. Charterer shall duly acknowledge any notice of assignment by way of security of Owner’s rights under this Agreement and under any Charterer’s credit support on terms reasonably required by the Approved Mortgagee. Except as provided under Clause 22.2.1, or as otherwise expressly agreed in writing by Charterer, none of Owner, its personnel or its agents shall have any right, power or authority to create, incur or permit to be imposed upon the FLNG Vessel any security interest, and shall cause all unpermitted security interests to be removed within a reasonable time period. Charterer may, without the prior written consent of Owner, assign its rights under this Charter to Lenders’ Agent as security for its obligations to Lenders; provided that Charterer has given notice to Owner and the Lenders have entered into a direct agreement with Owner pursuant to Clause 22.2.4. Owner shall, if Charterer’s Lenders so require, enter into a direct agreement with Charterer’s Lenders on reasonable and customarily required terms. Governing Law and Jurisdiction This Charter shall be construed and enforced in accordance with and governed by the laws of England and Wales without regard to any conflicts of law principles that would direct the application of another jurisdiction’s laws. 65 Dispute Resolution 24.1 Reference to Representatives If any Dispute arises between the Parties, it shall first be referred to nominated Representatives from the senior management of each Party, who shall meet and endeavour to resolve such Dispute amicably within [*****] of the Dispute being referred to them. In the event that the Parties fail to resolve such Dispute amicably within the period referred to in Clause 24.1.1, the Dispute shall be either: referred to an Expert pursuant to Clause 24.2; or referred to arbitration pursuant to Clause 25. This Clause 24.1, and any discussion between Representatives or senior executives which takes place pursuant to it, shall be without prejudice to any right or remedy which any relevant Party may ultimately have, should the matter in dispute fail to be resolved by such discussions. 24.2 Expert Determination A Dispute may be referred to an Expert if it is a Technical Dispute and the Parties are not able to agree under Clause 24.1 on a resolution to such Technical Dispute. Any Party may initiate an Expert reference under this Clause 24.2 in respect of a Technical Dispute by proposing to the other Party the appointment of an Expert. If the Expert has been appointed, but is unable or unwilling to complete the reference, another Expert shall be appointed. The Expert shall act as an expert and not an arbitrator. The Parties shall cooperate fully in the expeditious conduct of such Expert determination and provide the Expert with reasonable access to facilities, Books and Records, documents, information and personnel requested by the Expert to make a fully informed decision in an expeditious manner as so directed by such Expert. The Expert shall be and remain at all times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with either of the Parties concerning the Expert determination or the underlying Technical Dispute. Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to comment on it. The Expert shall endeavour to resolve the Technical Dispute within [*****] (but no later than [*****]) after their appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The Expert’s decision shall be final and binding on the Parties and shall not be subject to challenge save in the event of fraud or manifest error. If the Expert decides that a sum is due and payable by one Party to the other Party then: (i) any such sum shall be due and payable within seven (7) Days of receipt by the Parties of written notice of such decision, unless the Expert decides otherwise; and 66 (ii) interest shall accrue at the Base Rate in respect of late payment. The fees of the Expert and any other costs of and incidental to the reference to Expert determination shall be payable by such Party as the Expert may determine but, in the absence of any such determination, by the Parties in equal shares. Arbitration 25.1 General A Dispute may be referred to arbitration if the Parties are not able to agree under Clause 24.1 on a resolution to such Dispute, and it is not a Technical Dispute. Subject to Clause 25.1.1, a Dispute may be resolved through arbitration regardless of whether the Dispute involves claims that this Charter is unlawful, unenforceable, void, or voidable or involves claims under statutory, civil or common law. The validity, construction and interpretation of this Charter to arbitrate, and all other procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitral tribunal. 25.2 Rules Any arbitration under this Charter shall be administered by the London Court of International Arbitration (“LCIA”) conducted in accordance with its Arbitration Rules (the “LCIA Rules”) in effect at the time of the arbitration. 25.3 Limitations on Arbitral Tribunal In resolving any Dispute, the arbitral tribunal shall refer to the governing law as specified in Clause 23. The arbitral tribunal shall not be empowered to award punitive, exemplary, treble, multiple, indirect, or special damages, and the Parties waive any right they may have to recover such damages from one another. The arbitral tribunal shall not be empowered to declare any provision of this Charter void or unenforceable. The arbitral tribunal shall not be empowered to decide any dispute ex aequo et bono or amiable compositeur. 25.4 Seat and Venue of the Proceeding The seat of arbitration shall be London, England. 25.5 Location of Hearings The location of any in-person hearings shall be New York New York, United States. 25.6 Language The arbitration shall be conducted in the English language. 25.7 Consolidation If Owner, Charterer or the operator of the FLNG Vessel initiate multiple arbitration proceedings in respect of any Dispute under this Charter or the shareholders’ agreement of Charterer, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the Parties agree that all such proceedings may be consolidated into a single arbitral proceeding at the discretion of the arbitral tribunal. The arbitral tribunal shall be authorized to establish procedures which it deems appropriate in its discretion to adjudicate consolidated Disputes, including bifurcating the issues or
67 issuing interim awards. This provision constitutes the Parties’ agreement to consolidate disputes, at the discretion of the arbitral tribunal, in accordance with the LCIA Rules. 25.8 Proper Parties This arbitration provision shall apply only to the Parties. Nothing in this Charter shall be deemed an agreement to arbitrate by any direct or indirect parent, shareholder, Affiliate or subsidiary of a Party. The arbitral tribunal shall not have jurisdiction over a direct or indirect parent, shareholder, Affiliate or subsidiary of a Party without the express written consent of that direct or indirect parent, shareholder Affiliate or subsidiary. 25.9 Selection of the Arbitral Tribunal The Dispute shall be decided by a panel of three neutral arbitrators selected as follows. The arbitral tribunal shall consist of three (3) arbitrators. The claimant shall nominate one arbitrator; the respondent shall nominate the second arbitrator; and a third arbitrator, who shall serve as chairman, shall be appointed by the LCIA Court within [*****] of the appointment of the second arbitrator. In the event the claimant or the respondent shall fail to nominate an arbitrator within the time limits specified in the Rules, such arbitrator shall be appointed by the LCIA Court within fifteen (15) days of such failure. In the event that both the claimant and the respondent fail to nominate an arbitrator within the time limits specified in the Rules, all three arbitrators shall be appointed by the LCIA Court within [*****] of such failure who shall designate one of them as chairman. If both parties so agree, there shall be a sole arbitrator appointed by the LCIA Court within [*****] of such agreement. 25.10 Interim Measures and Provisional Remedies The arbitral tribunal is authorized to award interim measures, provisional remedies or injunctive relief, which may be enforced by the arbitral tribunal or by a court of law. In the event of an emergency or if one of the arbitrators is unavailable, then the chairman is authorized to award interim measures or injunctive relief, which may upon the request of a party be reviewed by the entire arbitral tribunal. The arbitral tribunal is authorized to direct the Parties to request that any court vacate, modify or dismiss any temporary or preliminary relief issued by a court relating to a Dispute. 25.11 Specific Performance The Parties agree that money damages alone may not be a sufficient remedy for any breach of this Charter. Therefore, the Parties agree that the arbitral tribunal is authorized to award specific performance and injunctive relief for any breach of this Charter. The arbitral tribunal is authorized to award interim measures of specific performance while the arbitration is pending. 25.12 Award The award shall be final and binding. The award shall be required to be in writing, stating the award and the reasons therefor. Any challenge to the award must be brought in the English courts, and the Parties agree to waive any objections they may have to personal jurisdiction, venue or forum non conveniens for any action brought to challenge the award in that jurisdiction. The Parties agree that 68 service of process may be accomplished according to the procedures of Clause 27.1 or by any other means authorized by law, and the Parties agree to waive any objection they may have to service of process made pursuant to this Clause 25. 25.13 Enforcement of Award by a Court Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction (including but not limited to any jurisdiction in which a Party holds or keeps assets), and the Parties agree to waive any objections they may have to personal jurisdiction, venue, or forum non conveniens for any action brought to enforce the award in any of those courts. The Parties agree that service of process in an action to enforce an award may be accomplished according to the procedures of Clause 27.1 or by any other means authorized by law, and the Parties agree to waive any objection they may have to service of process made pursuant to this Clause 25. 25.14 International Enforcement of Award The Parties agree that the international recognition and enforcement of an arbitral award under this provision shall be governed by the United Nations Convention on the Recognition and Enforcement of Arbitral Awards (New York 1958). 25.15 Costs and Attorney’s Fees The arbitral tribunal is authorized to award costs of the arbitration in its award and to allocate costs between the Parties, including (i) the fees and expenses of the arbitrators; (ii) the costs of assistance required by the tribunal, including experts; (iii) the fees and expenses of the administrator; (iv) the reasonable costs for legal representation of a successful Party, including attorney’s fees, expert witness fees, out of pocket costs and other expenses; and (v) any such costs incurred in connection with an application for interim or emergency measures. 25.16 Interest The award shall include pre-judgment interest at a rate to be determined by the arbitral tribunal from the date of the breach or default. Interest shall accrue until the date the award is paid in full. If a court enters judgment on the award, then interest shall accrue thereafter at the higher of the rate determined by the arbitral tribunal or the statutory rate. 25.17 Payment of the Award The award (including any interim award) shall be paid within [*****] of the issuance of the award in immediately available funds, free and clear of any liens, taxes or other deductions. The award shall be paid in the currency for payments under this Charter. 25.18 Severability If any portion of this Clause 25 is found by a court to be unenforceable or unlawful, then it shall be severed from this Charter and the remaining terms shall be enforced as written. 25.19 Confidentiality Any arbitration award, documents exchanged or produced during an arbitration proceeding, expert reports, witness statements and testimony, and memorials, briefs or other documents prepared for the arbitration and settlement of a Dispute shall be confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants, and expert witnesses, except (i) 69 in a legal proceeding to enforce rights under this Clause 26, (ii) in response to a subpoena or legal process, but only after giving the other parties to the arbitration reasonable notice in advance for them to take steps to preserve the confidentiality of the material, (iii) by agreement of all the parties to the arbitration, or (iv) as required by law. A breach of this Clause 25.19 shall not void any settlement or award. Sanctions 26.1 Operation of the FLNG Vessel and Sanctions Neither Party shall not be obliged to (i) make available the FLNG Vessel or (ii) comply with any orders for the employment of the FLNG Vessel in any carriage or trade, or on a voyage, which would be contrary to Sanctions Laws applicable to such Party or its Affiliates. If the FLNG Vessel is operating and such operation contravenes or becomes illegal under Sanctions Laws, each Party shall have the right to require the cessation of such operations. Subject to Clause 26.2 below, any time during which the FLNG Vessel ceases to be at the disposal of Charterer by reason of this Clause 26.1 shall be treated in the same way as an event of Force Majeure in accordance with Clause 11 hereof. 26.2 Non-Compliant Parties Each of Owner and Charterer respectively warrant for itself and their respective Affiliates that at the date of this Charter: (i) it is in compliance with Sanctions Laws applicable to such Party; (ii) it is not a Restricted Party; and (iii) it is not subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws applicable to such Party by any Sanctions Authority. If at any time during the performance of this Charter either Party becomes aware that such Party (the “Non-Compliant Party”) would be in breach of the warranties in Clause 26.2.1: (i) the Non-Compliant Party shall give notice to the other Party (a “Sanctions Warranty Notice”); (ii) if such breach would cause performance of the obligations under this Charter to result in a violation of, inconsistence with, or exposure of the other Party to punitive measures under Sanctions Laws, from the date of the Sanctions Warranty Notice, performance of the obligations of Owner and Charterer under this Charter shall be suspended without liability of either Party unless and until performance is no longer in violation of Sanctions Law or resumes in accordance with Clause 26.2.2(iv) or this Charter is terminated pursuant to Clause 26.2.2(v); (iii) if Owner is the Non-Compliant Party and such suspension takes place after the Commercial Start Date, such period of suspension shall count as unavailability and no Hire shall be payable to Owner. If Charterer is the Non-Compliant Party, 70 Charterer shall continue to be obliged to pay Hire during the period of suspension subject to FLNG Vessel’s availability under this Charter and such payment of Hire, and its receipt by Owner, not being in breach of Sanctions Laws. When performance of the obligations under this Charter results in a breach of Sanctions Laws and remains so for a period of [*****] or more after delivery of the Sanctions Warranty Notice, the non-breaching Party shall be entitled to terminate this Charter with immediate effect by sending written notice thereof to the Non-Compliant Party; (iv) Owner and Charterer shall use reasonable endeavours to apply for and obtain any applicable license or authorization which will enable the Parties to resume performance of this Charter notwithstanding the circumstances giving rise to the operation of this Clause 26.2 and upon the obtaining of such license or authorization performance of the obligations of Owner and Charterer under this Charter shall resume and any amount of Hire which has not been paid by reason of it being contrary to Sanctions Laws shall to the extent legally permissible, become immediately due and payable by Charterer to Owner; and (v) if no license or authorization as referred to in Clause 26.2.2(iv) is obtained within [*****] of the Sanctions Warranty Notice referred to in Clause 26.2.2(i) or at any earlier time the Party which is the Non-Compliant Party can show that there is no reasonable prospect of any such license or authorization being obtained, either Party may terminate this Charter by notice to the other Party. Notwithstanding anything in this Clause 27 to the contrary, Owner or Charterer shall not be required to do anything, which constitutes a violation of Sanctions Laws applicable to such Party, or of any other laws. Miscellaneous 27.1 Notices All notices, requests, statements and invoices provided for in this Charter (“Notices”) shall be sent to the addresses specified in this Clause 22. Unless expressly provided otherwise, Notices shall be in writing and delivered by courier or electronic mail. Except where it is expressly stated to the contrary in this Charter, Notice by electronic mail shall be deemed to be delivered on the Day on which it was received by the other Party in a form which is accessible to the recipient. Except where it is expressly stated to the contrary in this Charter, Notice by courier shall be deemed to be delivered on the Day on which it is left at the recipient Party’s address. Notices of termination of this Charter may not be delivered by electronic mail. All Notices shall be deemed to take effect on the Day of delivery; provided such Notice is received before 17:00 hours (local time) on a Banking Day and if not, the next Banking Day. A Party may change its address by providing written notice thereof to the other Party in accordance with this Clause 27.1. Unless modified pursuant to this Clause 27.1, all Notices shall be sent to: To Owner: Golar Hilli Corporation To Charterer: Southern Energy S.A.
71 c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: [*****] L.N. Alem 1180, Ciudad Autónoma de Buenos Aires, Argentina Attention: Rodolfo H. Freyre Email: [*****] With a copy to: Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas USA Attention: Chris Peponis Email: [*****] 27.2 Indemnity Save as provided in Clauses 27.3 and/or 27.4, wherever in this Charter a Party is obligated to indemnify and hold harmless the other Party from and against claims and liabilities, then: (a) such obligations shall be to indemnify and hold harmless such Party and its Representatives and each of their respective directors, officers, employees, agents and subcontractors; and (b) the phrase “claims and liabilities” shall include all reasonable legal fees and other costs of defense, penalties, and the amount of any settlement of claims. 27.3 Notification and Conduct of Claims A Party (the “Claiming Party”) seeking to be indemnified by the other Party under an indemnity in this Charter shall notify the other Party (the “Notified Party”) of: any claim for indemnification pursuant to or in connection with this Charter (including any claim by any third party); or any circumstances which are likely to give rise to any such claim for indemnification, in each case, as soon as reasonably practicable after becoming aware of the same. In the case of any action or claim which has been brought against a Claiming Party by a third party in respect of any such matter, the Notified Party shall be entitled at its expense to assume the defense thereof in place of the Claiming Party (unless the claim in respect of which the Claiming Party is seeking to be indemnified is a claim for indemnification against a third party claim by the Claiming Party’s counterpart under another contract and the Claiming Party is not itself able to obtain conduct of the relevant third party claim under such other contract). In such circumstances, the Claiming Party shall provide the Notified Party with such information and assistance as the Notified Party shall reasonably request. If the Notified Party assumes the defense of the relevant claim or action, it shall not be liable for any settlement thereof which is made without its consent. The Notified Party shall not agree to any settlement granting any relief other than payment of money without the prior written consent of the Claiming Party. 27.4 Limitation Notwithstanding any other provisions of this Charter, the obligations of a Notified Party shall not extend to: 72 any Liabilities or other loss of whatever kind and nature (including all related costs and expenses) which may result from the settlement or compromise of any action or claim brought against the Claiming Party, or the admission of fault or liability by that Claiming Party in respect of any action or claim or the taking by the Claiming Party of any action (unless required by law or applicable legal process), which would prejudice the successful defense of the action or claim, without, in any such case, the prior written consent of the Notified Party (such consent not to be unreasonably withheld or delayed in a case where the Notified Party has not, at the time such consent is sought, assumed the defense of the action or claim); or to any legal expenses being costs, charges and expenses, which may result from the employment by the Claiming Party of its own legal advisers in connection with any action or claim against it after the defense of such action or claim has been assumed by the Notified Party. 27.5 Time is of the Essence Where a time for performance is expressed in this Charter, time is of the essence in regard to the resulting rights and obligations of the Parties. 27.6 Liquidated Damages Any liquidated damages that one Party is to provide the other Party under this Charter are reasonable estimates of the damages that such second Party may suffer in light of the anticipated harm associated with the event related thereto and such liquidated damages that the first Party is to provide the second Party do not constitute penalties. Accordingly, the Parties have estimated and agreed in advance that the sole liability, and exclusive remedy for such cases in which liquidated damages have been agreed upon shall be as provided for in Clause 15.8, and neither Party shall have additional liability in such cases. Each Party waives any right to claim or assert, in any arbitration or expert determination pursuant to Clauses 24 and 25 in any action with respect to this Charter, that any liquidated damages agreed thereunder do not represent a genuine pre-estimate by the Parties as to the loss or damage likely to be suffered by the Party receiving the payment or benefit in each such circumstance or otherwise are not valid and enforceable damages. 27.7 Amendments This Charter may not be amended, modified, varied or supplemented except by an instrument in writing signed by Owner and Charterer. 27.8 Successors and Assigns This Charter shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. 27.9 Waiver No failure to exercise or delay in exercising any right or remedy arising from this Charter shall operate or be construed as a waiver of such right or remedy. Performance of any condition or obligation to be performed hereunder shall not be deemed to have been waived or postponed except by an instrument in writing signed by the Party who is claimed to have granted such waiver or 73 postponement. No waiver by either Party shall operate or be construed as a waiver in respect of any failure or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. 27.10 Waiver of Immunity Each Party (to the fullest extent permitted by law) irrevocably and unconditionally: agrees not to claim any immunity from proceedings brought against it by the other Party in relation to this Charter, and to ensure that no such claim is made on its behalf; waives all rights of immunity in respect of it or its assets; and consents generally in respect of such proceedings to the giving of relief or the issue of any process in connection with such proceedings. 27.11 No Third Party Beneficiaries The interpretation of this Charter shall exclude any rights under legislative provisions conferring rights under a contract to Persons not a party to that contract. Nothing in this Charter shall be construed to create any duty to, or standard of care with reference to, or any liability to, any Person other than a Party. 27.12 Rules of Construction: Drafting Each provision of this Charter shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Charter. 27.13 Survival of Rights Any termination or expiration of this Charter shall be without prejudice to any rights, remedies, obligations and liabilities which may have accrued to a Party pursuant to this Charter or otherwise under Applicable Law. All rights or remedies which may have accrued to the benefit of either Party (and any of this Charter’s provisions necessary for the exercise of such accrued rights or remedies) prior to the termination or expiration of this Charter shall survive such termination or expiration. Furthermore, the provisions of Clause 1, 3.2.5, 4.4, 4.5, 5.7, 5.8, 7, 8, 9, 12, 14.7, 15, 18.1, 20.2, 21 (but only for the duration noted in Clause 21.5), 23, 24, 25, 26 and this Clause 27 shall survive the termination or expiration of this Charter. 27.14 Rights and Remedies Except where this Charter expressly provides to the contrary, the rights and remedies contained in this Charter are cumulative and not exclusive of any rights and remedies provided by law. 27.15 Interpretation The title, index, headings and captions in this Charter are inserted for convenience only and shall be ignored in construing and interpreting this Charter. Except where the context otherwise requires, words denoting the singular include the plural and vice versa. 74 Where the terms “includes”, “including” and “inclusive” are used in this Charter, such terms shall mean “includes, including and inclusive but not limited to”. The Exhibits attached hereto are hereby incorporated by reference and are an integral part of this Charter. In the event of any discrepancy, ambiguity or inconsistency between or among this Charter and its Exhibits, the Clauses of this Charter shall prevail over the Exhibits. This Charter together with its Exhibits has been executed in the English language, which shall be regarded as the authoritative and official text. A reference in this Charter to any Clause, paragraph or Exhibit is respectively, except where it is expressly stated to the contrary, a reference to such Clause or paragraph of this Charter and to the Exhibits hereto attached. A reference to writing includes typewriting, printing, lithography, photography and any other mode of representing or reproducing words, figures or symbols in a lasting and visible form. Words not otherwise defined herein which have well-known and generally accepted technical or trade meanings are used herein in accordance with such meaning. Any reference to this Charter or to any contract, document or other instrument shall include (subject to any relevant consents and any other provisions of this Charter expressly concerning such contract, document or other instrument) a reference to that contract, document or other instrument as amended, supplemented, modified, substituted, revised, replaced, novated, restated, transferred or assigned. Any reference in this Charter to any Person, whether or not a party to this Charter, includes their successors and permitted assignees or transferees and vice versa and, in the case of any Governmental Authority, any Person or entity succeeding to its functions and capacities. References to any law shall, unless the context otherwise requires, be construed as including references to any subsequent law directly or indirectly amending, consolidating, extending, replacing or re-enacting the same, and will include any orders, regulations, instruments, or other subordinate legislation made under the relevant law. Actual contract quantities are determined in MMBtu. All references to “tons” in this Charter refer to metric tons. For the purpose of this Charter, rounding shall be made according to ISO 31-0:1992(E), Schedule 1, which relates to rules for the rounding of numbers, unless otherwise stated herein. If the value to be rounded is equally located between two numbers, rounding shall be made to the higher integer number according to ISO 31-0: 1992(E), Schedule 1. The terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to the entire Charter and not to any particular Clause, paragraph or subparagraph or any other sub- division of this Charter.
75 ln the computation of periods of time from a specified Day to a later specified Day, the word “from” means “from but excluding” and the words “until” and “to” mean “to and including”. Any provision or stipulation that an action may or shall be taken within a specified number of Days shall mean that such action may or shall be taken within the number so specified starting at 00:00 hours on the Day on which the right or obligation to take such action arose. All periods of time shall be based on, and computed according to, the Gregorian calendar. All references to “time” in this Charter shall be references to local time except where otherwise stated. Any reference to “US$” or “Dollars” in this Charter are to the lawful currency of the United States of America. Any reference to “transfer” means a transfer or disposal for a cash consideration or non- cash consideration or as part of a swap or barter deal. 27.16 Replacement or Modification of Rates and Indices If (a) a publication that contains a rate or index used in this Charter ceases to be published for any reason or (b) such a rate or index ceases to exist, is materially modified, or no longer is used as a liquid trading point for Gas or LNG (as applicable), so as systematically to change its economic result, or is disaggregated, displaced or abandoned, for any reason, the Parties shall promptly discuss, with the aim of jointly selecting a rate or index or rates or indices to be used in place of such rates and indices that maintains the intent and economic effect of those original rates or indices. If the Parties fail to agree on a replacement rate or index within thirty (30) Days following one Party’s notification to the other Party that such rate or index ceases to exist or be published or is materially modified, then either Party may submit such issue to an Expert pursuant to Clause 24.2, as amended by the provisions of this Clause 27.16.2. Any Expert selected shall be instructed to select the published rate or index, or a combination of published rates or indices, with adjustments as necessary or appropriate, that most nearly preserves the intent and economic result of the original rates or indices. If the Parties are not able to agree upon an Expert within ten (10) Days after the receipt of the notice of request for expert determination, either Party may elect to refer the determination of the replacement rate or index for arbitration in accordance with Clause 25.1. If any rate used in this Charter is not published for a particular date, but the publication containing such rate continues to be published and the rate itself continues to exist, the Parties shall use the published rate in effect for the date such rate was most recently published prior to the particular date, unless otherwise provided in this Charter. If any index used in this Charter is not published for a particular date, but the publication containing such index continues to be published and the index itself continues to exist, the Parties shall use the index from the geographic location closest in proximity to the unpublished index from the same publication in effect for the particular date adjusted by the difference between the same indices from the most recent publication published prior to the particular date, unless otherwise provided in this Charter. 76 If an incorrect value is published for any rate or index used in this Charter and such error is corrected and published within ninety (90) Days of the date of the publication of such incorrect rate or index, such corrected rate or index will be substituted for the incorrect rate or index and any calculations involving such rate or index will be recalculated and the Parties will take any necessary actions based upon these revised calculations, including adjustments of amounts previously invoiced and/or paid. 27.17 Interest Wherever in this Charter there is a reference to the calculation or accrual of interest, interest shall accrue at the Base Rate from Day to Day and be compounded semi-annually and be calculated on the basis of a three hundred sixty (360) Day year. 27.18 Disclaimer of Agency The rights, duties, obligations and liabilities of the Parties under this Charter shall be individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Charter be deemed or construed to create, nor shall the Parties report for any purpose any transaction occurring pursuant to this Charter as, (i) a partnership, joint venture or other association or a trust, nor (ii) a lease or sales transaction with respect to the FLNG Vessel. This Charter shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for the other Party for any purpose whatsoever except as explicitly set forth in this Charter. In their relations with each other under this Charter, the Parties shall not be considered fiduciaries. 27.19 Severance of Invalid Provisions If and for so long as any provision of this Charter shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Charter except only so far as shall be necessary to give effect to the construction of such invalidity, and any such invalid provision shall be deemed severed from this Charter without affecting the validity of the balance of this Charter. 27.20 Compliance with Laws In performance of their respective obligations under this Charter, each Party agrees to comply with all Applicable Law (including any Sanctions Laws). Owner shall deliver to Charterer all documentation that is required by transfer pricing regulations in force in Argentina that are applicable to operations carried out by Charterer, so that Charterer may comply in a timely manner with such regulations. 27.21 Expenses Each Party shall be responsible for and bear all of its own costs and expenses incurred in connection with the preparation and negotiation of this Charter. 27.22 Scope This Charter constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces any provisions on the same subject contained in any other agreement between the Parties, whether written or oral, prior to the date of the original execution hereof. 77 27.23 Counterpart Execution This Charter may be executed in any number of counterparts and each such counterpart shall be deemed an original Charter for all purposes; provided that no Party shall be bound to this Charter unless and until both Parties have executed a counterpart. For purposes of assembling all counterparts into one document, Charterer is authorized to detach the signature page from one or more counterparts and, after signature thereof by the respective Party, attach each signed signature page to a counterpart. EXHIBIT A ANNUAL ADJUSTMENT Adjustment to Monthly Hire Fee (1) Owner shall maintain for Charterer an annual hire fee adjustment account (the “Adjustment Account”), for the purpose of accounting and recording the credits and debits applicable to such account which shall be used to determine the net position of such account at the end of each Contract Year. (2) If, in any given Contract Year, the Annual FOB LNG Price of such Contract Year is lower than the LNG Reference Price, Owner shall credit the Adjustment Account as follows: i) [*****]; ii) [*****]; iii) If the Annual FOB LNG Price is between [*****], an amount calculated linearly proportional to the amounts expressed in (i) and (ii) above shall apply. (3) If, in any given Contract Year, (i) the Annual FOB LNG Price is higher than the LNG Reference Price; and (ii) the Adjustment Account is positive, Owner shall debit an amount from the Adjustment Account as follows; provided that such debit will not exceed the positive balance in the Adjustment Account (if any): i) [*****]; ii) [*****]; iii) If the Annual FOB LNG Price is between [*****], an amount calculated linearly proportional to the amounts expressed in (i) and (ii) above shall apply. (4) If, in any given Contract Year, the Annual FOB LNG Price is lower than the LNG Reference Price, triggering the credit indicated in Clause (2) of this Exhibit A, the following mechanism shall apply: i) If Charterer has delivered any Gas and Owner has produced any LNG during the Winter Period, Owner shall reduce the amount of any credit calculated in accordance with Clause (2) of this Exhibit A for such Contract Year by an amount equal to [*****]; provided that such reduction will not exceed the amount of any credit generated in such Contract Year in accordance with Clause (2) of this Exhibit A. (5) Within ten (10) Days of the beginning of each Contract Year, commencing in the second Contract Year, Owner shall provide Charterer with a notice setting out the starting balance of the Adjustment Account and reasonable particulars of any credits or debits applied to the Adjustment Account in accordance with this Exhibit A with respect to the previous Contract Year. (6) Any credits or debits applied to the Adjustment Account with respect to any Contract Year (an “Annual Adjustment”) shall be applied ratably each Month during the subsequent Contract Year as a variation in the amount of the Monthly Hire Fee (a “Monthly Annual Adjustment”). (7) Any Annual Adjustment shall be capped so the Adjustment Account never enters into a negative balance, and in the event the Adjustment Account is expected to enter into a negative balance, any Monthly Annual Adjustment that would imply an addition to the Monthly Hire Fee will cease to apply until a new Annual Adjustment is calculated.
EXHIBIT B FOB LNG PRICE The “Annual FOB LNG Price” shall be the volume-weighted average of the FOB LNG Price for each Month of the relevant Contract Year, using the actual volume loaded in each Month. Within ten (10) Days after the end of each Month in a Contract Year, Charterer shall determine, and provide Owner with notice of, the weighted average of the actual sales price (in US$/MMBtu ) of all free on board (FOB) cargos that have finished loading during such Month (“Month M”), using the volume loaded as the weight for the calculation (such weighted average being the “FOB LNG Price”). Any cargo that has been partially loaded in any Month but that has completed its loading and departed the FLNG Vessel during Month M shall be considered a cargo for the calculation for Month M. Any cargo that has commenced loading during Month M but that has not finished loading and departed the FLNG Vessel during Month M shall not be considered a cargo for the calculation for Month M. If no cargoes have loaded in Month M, the FOB LNG Price for such Month shall be the FOB LNG Price for the previous Month (Month M-1) for the purposes of calculating the Variable Component in Clause 6.1.2. Charterer shall provide all necessary information, including but not limited to the actual sales price of all free on board cargos that have finished loading during such Month M, to Owner to support its calculation of the FOB LNG Price as Confidential Information under this Charter, and Owner shall have the right to audit such information under the provisions of this Charter. Charterer warrants that any LNG sales transactions shall be made on a commercial, arm’s length basis. If Owner has reasonable grounds to contest any transaction with regards to the price reflecting the nature of an arm’s length transaction, then Owner will consult with Charterer towards a friendly resolution of such difference acting, together with Charterer, in good faith, and should such difference persist after consultation such difference shall be deemed a Dispute and shall be subject to Expert Determination under this Charter. Until such Expert Determination is finalized, the Parties shall use Charterer’s calculated FOB LNG Price for the purposes of this Charter, and interest shall accrue at the Base Rate in respect of any provisional payment made pursuant to any calculation that is later found to have been made in excess or deficit of the final amount due, from the date the provisional payment was made until the date of payment of such excess or deficit. EXHIBIT C - PRELIMINARY PERFORMANCE TEST PRINCIPLES [*****] EXHIBIT D-1 FORM OF GUARANTEE (OWNER) This guarantee (this “Guarantee”) is made on ______________________ BETWEEN: (1) [ ], a [ ] (the “Guarantor”); and (2) SOUTHERN ENERGY S.A. a is a corporation (sociedad anónima) organized and existing under the laws of Argentina, with its registered office at Av. L. N. Alem 1180, 9th floor, Ciudad Autónoma de Buenos Aires, Argentina (“Charterer ”), (together, the “Parties”). In consideration of Golar Hilli Corporation (“Owner ”) having entered into the bareboat charter dated July 4, 2024 with Charterer (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Charterer accepting this guarantee (the “Guarantee”), subject to clauses 2 and 3 below, as a security for all money, obligations or liabilities due, owing or incurred to Charterer by the Owner under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) and all losses incurred by Charterer in connection therewith (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Maximum Guaranteed Amount” means, at any time, [*****]. and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2 and 3 below, from and after the date hereof, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably: (a) guarantees to Charterer and its legal successors and permitted assignees, the full and punctual performance by Owner of the Guaranteed Obligations; and (b) undertakes that if Owner defaults on making any payment of any undisputed and due amounts owed by Owner under the Charter, Guarantor will promptly meet such obligation as if it was the principal obligor; and (c) agrees with Charterer that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify Charterer immediately on demand against any cost, loss or liability it incurs as a result of Owner not 2 paying any amount of any undisputed and due amounts owed by Owner under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 2. The aggregate liability of the Guarantor under this Guarantee shall not exceed the Maximum Guaranteed Amount. 3. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of the Charterer, Guarantor or any other person. 5. If any discharge, release or arrangement (whether in respect of the obligations of Charterer or otherwise) is made by Owner in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 6. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part and shall be additional to and not in substitution for any other guarantee or security from time to time held by the Charterer. 7. This Guarantee shall remain in full force (the “Guarantee Period”) until the earlier of (1) the termination of the Charter and (2) such Guarantee no longer being required pursuant to the requirements of clause 17 (Credit Support) of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 8. During the Guarantee Period and until all of the Guaranteed Obligations which may be or become payable by Charterer have been irrevocably paid in full and unless Charterer otherwise directs, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its
3 obligations under the Charter or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Owner; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Charterer under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (c) to bring legal or other proceedings for an order requiring Owner to make any payment, or perform any obligation, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (d) to exercise any right of set-off against Owner and/or Charterer; and/or (e) to claim or prove as a creditor of Owner in competition with Charterer. 9. Guarantor undertakes to Charterer that it has not taken and will not take any security from Owner in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Owner in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Charterer so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter. 10. The Guarantor represents and warrants to Charterer on the date of this Guarantee and on each day that any of the Guaranteed Obligations are outstanding that: (a) it is a [limited liability corporation], duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee; (b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution, delivery and performance of this Guarantee do not and will not conflict with any law or regulation applicable to it, or any provision of its constitutional documents and all 4 governmental or other consents required for such execution, delivery and performance are in full force and effect; (d) the execution, delivery and performance of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create, any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation; (h) there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; (j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 5 11. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 12. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 13. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this Clause 13, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including: (a) any time, waiver or consent granted to, or composition with, Owner or other person; (b) the release of Owner or any other person under the terms of any composition or arrangement with any creditor; (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, Owner 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security; (e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings. 14. Without prejudice to the generality of Clause 16, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing. 6 15. Notwithstanding anything to the contrary, Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Charterer than that of Owner under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Owner pursuant to or arising from the Charter. 16. The Guarantor waives any right it may have of first requiring Charterer or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary. 17. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales. 18. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be administered by the London Court of International Arbitration (“LCIA”) and conducted in accordance with its Arbitration Rules (the “LCIA Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.19 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 19. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (a) Guarantor: Address: [ ] Attention: [ ] (b) Charterer: Southern Energy S.A. Av. Leandro N. Alem 1180, 9th floor, Ciudad Autonoma de Buenos Aires, C1001AAT, Argentina Attention: Chairman of the Board of Directors Email: [●] 20. The Guarantor hereby appoints [insert name] of [insert address] to be its agent for service of process in England. If the appointment of such person ceases to be effective the Guarantor shall immediately
7 appoint an alternative person in England to accept service of process on its behalf and, if such appointment is not made and notified to Charterer within 15 days, Charterer shall be entitled to appoint such a person by notice to the Guarantor. Nothing contained in this Guarantee shall affect the right to serve process in any other manner permitted by law. 21. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Charterer, its successors and permitted assigns. 22. This Guarantee 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 Guarantee. 23. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under that Act against the parties to this Guarantee by any other person. 24. Charterer may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Charterer in connection with the Charter. Charterer shall promptly provide notice to Guarantor of any such assignment by way of security. 8 IN WITNESS whereof this Guarantee has been duly executed and delivered as a deed on the date first above written. Guarantor1 EXECUTED as a DEED by [ ] acting by: [ ] as Director: ________________________________________ [ ] as Director: ________________________________________ 9 Charterer EXECUTED as a DEED by Southern Energy S.A. acting by: ___________________________________________________ Name: Title: EXHIBIT D-2 FORM OF GUARANTEE (CHARTERER) This guarantee (this “Guarantee”) is made on ______________________ BETWEEN: (1) [ ], a [ ] (the “Guarantor”); and (2) GOLAR HILLI CORPORATION, a Marshall Islands corporation with registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 (“Owner”), (together, the “Parties”). In consideration of Southern Energy S.A. (“Charterer”) having entered into the bareboat charter dated July 4, 2024 with Owner (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Owner accepting this guarantee (the “Guarantee”), subject to clauses 2 and 3 below, as a security for all money, obligations or liabilities due, owing or incurred to Owner by the Charterer under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) and all losses incurred by Owner in connection therewith (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Ownership Percentage” means the applicable guaranteed Person’s percentage participation in the capital stock of Charterer; “Other Guarantor” means any other Person that pursuant to clause 17 (Credit Support) of the Charter, have granted or may in the future grant a guarantee in favour of Owner as a security of the Guaranteed Obligations and any legal successors and permitted assignees in respect of such Guarantor; and “Maximum Guaranteed Amount” means, at any time, [*****]. and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2 and 3 below, from and after the date hereof, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably: (a) guarantees to Owner and its legal successors and permitted assignees, the full and punctual performance by Charterer of the Guaranteed Obligations; and
(b) undertakes that if Charterer defaults on making any payment of any undisputed and due amounts owed by Charterer under the Charter, Guarantor will promptly meet such obligation as if it was the principal obligor; and (c) agrees with Owner that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify Owner immediately on demand against any cost, loss or liability it incurs as a result of Charterer not paying any amount of any undisputed and due amounts owed by Charterer under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 2. The aggregate liability of the Guarantor under this Guarantee shall not exceed the Maximum Guaranteed Amount. 3. The Owner may only make a claim under this Guarantee if it makes a pro-rata claim under each other Guarantee provided by each Other Guarantor in favour of the Owner pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 5. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of the Charterer, Guarantor or any other person. 6. If any discharge, release or arrangement (whether in respect of the obligations of Charterer or otherwise) is made by Owner in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 7. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part and shall be additional to and not in substitution for any other guarantee or security from time to time held by the Charterer. 8. This Guarantee shall remain in full force (the “Guarantee Period”) until the earlier of (1) the termination of the Charter and (2) such Guarantee no longer being required pursuant to the requirements of clause 17 (Credit Support) of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 9. During the Guarantee Period and until all of the Guaranteed Obligations which may be or become payable by Charterer have been irrevocably paid in full and unless Owner otherwise directs, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its obligations under the Charter or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Charterer; (b) to claim any contribution from any Other Guarantor of Charterer’s obligations under the Charter; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Owner under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (d) to bring legal or other proceedings for an order requiring Charterer to make any payment, or perform any obligation, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (e) to exercise any right of set-off against Owner and/or Charterer; and/or (f) to claim or prove as a creditor of Charterer in competition with Owner. 10. Guarantor undertakes to Owner that it has not taken and will not take any security from Charterer in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Charterer in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Owner so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter. 11. The Guarantor represents and warrants to Owner on the date of this Guarantee and on each day that any of the Guaranteed Obligations are outstanding that: (a) it is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee; (b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution, delivery and performance of this Guarantee do not and will not conflict with any law or regulation applicable to it, or any provision of its constitutional documents and all governmental or other consents required for such execution, delivery and performance are in full force and effect; (d) the execution, delivery and performance of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create, any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation; (h) there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; (j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 12. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 13. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 14. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this Clause 14, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including: (a) any time, waiver or consent granted to, or composition with, Charterer or other person; (b) the release of Charterer or any other person under the terms of any composition or arrangement with any creditor; (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, Charterer 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security; (e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings. 15. Without prejudice to the generality of Clause 16, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing. 16. Notwithstanding anything to the contrary, Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Owner than that of Charterer under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Owner pursuant to or arising from the Charter. 17. The Guarantor waives any right it may have of first requiring Owner or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary. 18. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales. 19. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be administered by the London Court of International Arbitration (“LCIA”) and conducted in accordance with its Arbitration Rules (the “LCIA Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.19 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 20. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (c) Guarantor: Address: [ ] Attention: [ ] (d) Owner: Golar Hilli Corporation c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: [*****] With a copy to: Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas USA Attention : Chris Peponis Email : [*****] 21. The Guarantor hereby appoints [insert name] of [insert address] to be its agent for service of process in England. If the appointment of such person ceases to be effective the Guarantor shall immediately appoint an alternative person in England to accept service of process on its behalf and, if such appointment is not made and notified to Owner within 15 days, Owner shall be entitled to appoint such a person by notice to the Guarantor. Nothing contained in this Guarantee shall affect the right to serve process in any other manner permitted by law. 22. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Owner, its successors and permitted assigns. 23. This Guarantee 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 Guarantee. 24. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under that Act against the parties to this Guarantee by any other person. 25. Owner may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Owner in connection with the Charter. Owner shall promptly provide notice to Guarantor of any such assignment by way of security. IN WITNESS whereof this Guarantee has been duly executed and delivered as a deed on the date first above written. Guarantor EXECUTED as a DEED by [ ] acting by: [ ] as Director: ________________________________________ [ ] as Director: ________________________________________
Owner EXECUTED as a DEED by Golar Hilli Corporation acting by: ___________________________________________________ Name: Title: ___________________________________________________ Name: Title: EXHIBIT E FORM OF CERTIFICATE OF ACCEPTANCE CERTIFICATE OF ACCEPTANCE FOR THE FLNG VESSEL PURSUANT TO A BAREBOAT CHARTER DATED July 4, 2024 Dated: Pursuant to Clause 5.5.2 of the bareboat charter dated July 4, 2024 and made between Southern Energy S.A. as Charterer and Golar Hilli Corporation as Owner (the “Bareboat Charter”), it is hereby certified and confirmed Charterer that the FLNG Vessel the m.v. Hilli Episeyo with IMO number 7382720 meets or exceeds the Required Performance Levels set out in the Bareboat Charter and this certificate is the Certificate of Acceptance referred to in the Bareboat Charter. The quantity of bunkers and LNG Heel onboard the FLNG Vessel at the time of this Certificate of Acceptance is as follows: Bunkers: _________________________ LNG Heel: _______________________ Please confirm your receipt of this Certificate of Acceptance by signing and returning the enclosed copy. SIGNED FOR AND ON BEHALF OF CHARTERER: By: ................................................... Name: Title: ACKNOWLEDGED AND AGREED FOR AND ON BEHALF OF OWNER: By: ................................................... Name: Title: EXHIBIT F FORM OF CERTIFICATE OF REDELIVERY CERTIFICATE OF REDELIVERY FOR THE FLNG VESSEL PURSUANT TO A BAREBOAT CHARTER DATED July 4, 2024 Pursuant to Clause 5.7.2 of the bareboat charter dated July 4, 2024 and made between Southern Energy S.A. as Charterer and Golar Hilli Corporation as Owner (the “Bareboat Charter”), it is hereby certified and confirmed that the FLNG Vessel the m.v. Hilli Episeyo with IMO number 7382720 was redelivered by the Charterer to the Owner, and accepted by the Owner from the Charterer, at ___________ hours ___________ time on the date hereof in accordance with the terms and conditions of the Bareboat Charter. Dated: __________ SIGNED FOR AND ON BEHALF OF CHARTERER: By: ................................................... Name: Title: SIGNED FOR AND ON BEHALF OF OWNER: By: ................................................... Name: Title: EXHIBIT G - PRELIMINARY AUTHORIZATIONS
EXHIBIT H - PRELIMINARY OWNER’S INSURANCE REQUIREMENTS Owner Insurance The Owner shall be responsible for obtaining and maintaining with reputable underwriters: i. Employers Liability, Workmen's Compensation and Occupational Disease Insurance, including an Alternative Employer endorsement (where applicable) [*****]; ii. Comprehensive General Liability Insurance for any incident or series of incidents covering the operations of the Owner in the performance of this Charter., [*****]; iii.Builders All Risks Insurance to include [*****]; iv.Hull and Machinery Insurance in an amount [*****]; v.Business interruption or loss of production income cover with a daily amount to be agreed by Parties for a maximum period of [*****]; vi.P&I in respect of the FLNG Facility with a P&I club which is a member of the International Group of P&I clubs, including [*****]; vii. Additional insurance required by any Applicable Law; and viii. Such other additional insurance as the Parties agree is reasonably necessary and available on reasonable commercial terms. EXHIBIT I - PRELIMINARY NAMEPLATE CAPACITY [*****] EXHIBIT J RESERVATION NOTICE To: Golar Hilli Corporation c/o Golar Management Ltd 6th Floor, The Zig Zag 70 Victoria Street, London, SW1E 6SQ United Kingdom Attn: Chief Financial Officer Ref: FLNG Vessel Reservation Notice [●] 2024 Dear Sirs and Madams: We refer to the FLNG bareboat charter agreement, dated July 4, 2024, between Golar Hilli Corporation and Southern Energy S.A. (the “Bareboat Charter”). Any capitalized terms used herein shall bear the meaning ascribed to them in the Bareboat Charter. We write to inform you that pursuant to the Bareboat Charter we hereby reserve the Hilli Episeyo as the FLNG Vessel. This notice shall serve as the Reservation Notice pursuant to Clause 2.10.1 of the Bareboat Charter. Yours faithfully, Southern Energy S.A. …………………………………… By: Title: EXHIBIT K - PRELIMINARY RETAINAGE ALLOWANCE [*****]
July 4, 2024 Golar Hilli Corporation c/o Golar Management Ltd, 6th Floor The Zig Zag, 70 Victoria Street London, SW1E 6SQ United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. hereby accepts your Offer BBCA 1/2024 dated as of July 4, 2024. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: President
EX-4.23
4
a240906addendum1tohillib.htm
EX-4.23 FIRST ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a240906addendum1tohillib
©Copyright Golar LNG. All rights reserved. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. September 6, 2024 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: First Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”) to enter an addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “First Addendum to Offer BBCA 1/2024”). This Offer shall be valid until September 6 11:59pm Bermuda time (Atlantic Daylight Time) and will be considered accepted if Charterer delivers to us, and we receive within said period, a letter of acceptance. If on or prior to the expiration on September 6, 11:59pm Bermuda time (Atlantic Daylight Time) Owner receives said letter of acceptance, then as among the Parties, the First Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such First Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “First Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Golar Hilli Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
©Copyright Golar LNG. All rights reserved. ANNEX I Recitals: A. Whereas, on July 4, 2024, Owner and Charterer have entered an FLNG Bareboat Charter Agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024. B. Whereas, Parties wish to amend certain terms of Annex I to Offer BBCA 1/2024. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendment to Clause 1 – Definitions. Parties agree to amend the “LNG Reference Price” definition set forth in Clause 1 of Annex I to Offer BBCA 1/2024 to read as follows: ““LNG Reference Price” means: a) [*****], during the first Contract Year and in each of the subsequent four Contract Years; and b) [*****]* (CPIy / CPI0) during the sixth Contract Year and each subsequent Contract Year, being: “CPIy” = the simple average of the CPI for the twelve (12) Months immediately preceding the beginning of the Contract Year in which the relevant Month occurs; and “CPI0” = the simple average of the CPI for the twelve (12) Months immediately preceding the start of the calendar year five (5).” ARTICLE 2: Amendment to Clause 2.2.2 (i) Testing and Manual. Parties agree to amend Clause 2.2.2 (i) set out in Offer BBCA 1/2024 to read as follows: “2.2.2 Testing and Manual (i) Attached hereto as Exhibit C are the principles for a protocol for the conduct of the Performance Test (the “Performance Test Protocol”). Within three (3) Months following the Execution Date, Owner shall provide Charterer with a draft of the Performance Test Protocol. Charterer shall provide comments to such proposed Performance Test Protocol, if any, no later than two (2) Months after receipt of the draft Performance Test Protocol from Owner. Owner shall use reasonable endeavours to incorporate such comments and deliver to Charterer a final Performance Test Protocol no later than [*****]; provided that any disagreement relating to any element of such Performance Test Protocol shall be subject to Expert resolution as a Technical Dispute pursuant to Clause 25.2.” ARTICLE 3: Amendment to Exhibit A – Annual Adjustment: Parties agree to amend Exhibit A to replace “LNG Reference Price” in points (2), (3), and (4) of such Exhibit by “[*****]”. ARTICLE 4: The Parties agree and enter into the following deferred exhibits to the FLNG Bareboat Charter Agreement entered by the Parties on July 4, 2024, pursuant to the Owner’s Offer BBCA 1/2024, duly accepted by the Charterer (the “Charter”), as provided in Clause 4.7.2. of the Charter, set out in Schedule I attached hereto (the “Deferred Exhibits”):
©Copyright Golar LNG. All rights reserved. (i) Exhibit C – Performance Test Principles; (ii) Exhibit G – Authorizations; (iii) Exhibit H – Owner’s Insurance Requirements; (iv) Exhibit I – Nameplate Capacity; (v) Exhibit K – Retainage Allowance. ARTICLE 5: Each Party represents and warrants to the other that it has not exercised its termination right set forth in Clause 4.7.3 of Annex I to the Offer BBCA 1/2024, and that such termination right expired as of the First Addendum Execution Date. ARTICLE 6: The provisions of Annex I to Offer BBCA 1/2024 not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 7: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2024.
©Copyright Golar LNG. All rights reserved. Schedule I (i) Exhibit C - Performance Test Principles; EXHIBIT C PERFORMANCE TEST PRINCIPLES [*****]
©Copyright Golar LNG. All rights reserved. (ii) Exhibit G – Authorizations; EXHIBIT G AUTHORIZATIONS 1. Environmental: a. Environmental Impact Statement (“Declaración de Impacto Ambiental”) to be granted by Province of Rio Negro’s Secretariat of Environment and Climate Change. b. Registration with the Provincial Registry of Special Wastes (Rio Negro’s Law 3,250). c. Water use permit, to be granted by Province of Rio Negro (Water Code). 2. LNG export permit(s) to be granted by Federal Secretariat of Energy. 3. Customs authorization in respect of the FLNG Vessel importation into Argentina. 4. Declaration of work to be filed with the Federal Undersecretariat of Ports and Navigable Waterways (Subsecretaría de Puertos y Vías Navegables) 5. Transportation authorization on the terrestrial and undersea gas pipelines starting from the interconnection of the onshore pipeline to the Transportadora de Gas del Sur S.A.’s trunk pipeline or another Gas transmission pipeline to the flange of the manifold of the FLNG Vessel, to be granted by the Federal Secretariat of Energy, pursuant to Article 3, Act N° 26,197. 6. Mooring permit to be granted by Argentine Coast Guard (Prefectura Naval Argentina). 7. Contingency plan for the ports operating hydrocarbons and other dangerous substances to be filed with the Argentine Coast Guard (Prefectura Naval Argentina). PLANACON. (Maritime Order No 8/98). 8. Any other Authorization required or necessary from Charterer by the national, provincial or municipal governments for the development, commissioning and operation of the Project.
©Copyright Golar LNG. All rights reserved. (iii) Exhibit H - Owner’s Insurance Requirements; EXHIBIT H OWNER’S INSURANCE REQUIREMENTS Owner Insurance The Owner shall be responsible for obtaining and maintaining with reputable underwriters: i. Employers Liability, Workmen's Compensation and Occupational Disease Insurance, including an Alternative Employer endorsement (where applicable) [*****]; ii. Comprehensive General Liability Insurance for any incident or series of incidents covering the operations of the Owner in the performance of this Charter., in an amount not less [*****]; iii. Builders All Risks Insurance to include [*****]; iv. Hull and Machinery Insurance in an amount [*****]; v. Business interruption or loss of production income cover with a daily amount to be agreed by Parties for a maximum period of [*****]; vi. P&I in respect of the FLNG Facility with a P&I club which is a member of the International Group of P&I clubs, including [*****]; vii. Additional insurance required by any Applicable Law; viii. Such other additional insurance as the Parties agree is reasonably necessary and available on reasonable commercial terms; and ix. All of the policies described above should be delivered from Owner to Charterer no later than [*****] after inceptions of such policies.
©Copyright Golar LNG. All rights reserved. (iv) Exhibit I - Nameplate Capacity; EXHIBIT A NAMEPLATE CAPACITY [*****]
©Copyright Golar LNG. All rights reserved. (v) Exhibit K - Retainage Allowance. Exhibit K Retainage Table [*****]
©Copyright Golar LNG. All rights reserved. September 6, 2024 Golar Hilli Corporation c/o Golar Management Ltd, 6th Floor The Zig Zag, 70 Victoria Street London, SW1E 6SQ United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: First Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. hereby accepts your First Addendum to Offer BBCA 1/2024 dated as of September 6, 2024. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: President
EX-4.24
5
a241231addendum2tohillib.htm
EX-4.24 SECOND ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a241231addendum2tohillib
©Copyright Golar LNG. All rights reserved. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. December 31, 2024 Golar Hilli Corporation Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MH96960 Ref.: Second Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. (“Charterer”) hereby irrevocably offers (the “Offer”) to Golar Hilli Corporation (“Owner”) to enter an addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Second Addendum to Offer BBCA 1/2024”). This Offer shall be valid until December 31, 2024 12.00 noon Bermuda time (Atlantic Standard Time) and will be considered accepted if Owner delivers to us, and we receive within said period, a letter of acceptance. If on or prior to the expiration on December 31, 2024 12.00 noon Bermuda time (Atlantic Standard Time) Charterer receives said letter of acceptance, then as among the Parties, the Second Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Second Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Second Addendum Execution Date”). If Owner does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board
©Copyright Golar LNG. All rights reserved. ANNEX I Recitals: A. Whereas, on July 4, 2024, Owner and Charterer have entered an FLNG Bareboat Charter Agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024. B. Whereas, on September 6, 2024, the Parties entered into a First Addendum to the FLNG Bareboat Charter Agreement. C. Whereas, the Parties wish to further amend certain terms of Annex I to Offer BBCA 1/2024. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendment to Clause 5.3.1 Parties agree to amend Clause 5.3.1 set out in Offer BBCA 1/2024 to read as follows: “5.3.1 On or before [*****], Owner shall notify Charterer (the “Notification Date”) of its election of a three (3) Month window (the “First Window”) within which the Delivery Date is intended to occur; which election shall either be for the window from [*****] or for the window from [*****]. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.1, the First Window shall be from [*****]. ARTICLE 2: The provisions of Annex I to Offer BBCA 1/2024 not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 3: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2024.
©Copyright Golar LNG. All rights reserved. December 31, 2024 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Second Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation hereby accepts your Second Addendum to Offer BBCA 1/2024 dated as of December 31, 2024. Sincerely, Golar Hilli Corporation Signature: /s/ Federico Petersen Printed Name: Federico Petersen Title: Authorised Signatory
EX-4.25
6
a250115addendum3tohillib.htm
EX-4.25 THIRD ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250115addendum3tohillib
©Copyright Golar LNG. All rights reserved. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. January 15, 2025 Golar Hilli Corporation Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MH96960 Ref.: Third Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. (“Charterer”) hereby irrevocably offers (the “Offer”) to Golar Hilli Corporation (“Owner”) to enter an addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Third Addendum” to Offer BBCA 1/2024). This Offer shall be valid until January 15, 2025 12.00 noon Bermuda time (Atlantic Standard Time) and will be considered accepted if Owner delivers to us, and we receive within said period, a letter of acceptance. If on or prior to the expiration on January 15, 2025 12.00 noon Bermuda time (Atlantic Standard Time) Charterer receives said letter of acceptance, then as among the Parties, the Third Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Third Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Third Addendum Execution Date”). If Owner does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: President of the Board
©Copyright Golar LNG. All rights reserved. ANNEX I Recitals: A. Whereas, on July 4, 2024, Owner and Charterer have entered an FLNG Bareboat Charter Agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024. B. Whereas, on September 6, 2024, the Parties entered into a First Addendum to the FLNG Bareboat Charter Agreement. C. Whereas, on December 31, 2024, the Parties entered into a First Addendum to the FLNG Bareboat Charter Agreement. D. Whereas, the Parties wish to further amend certain terms of Annex I to Offer BBCA 1/2024. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendment to Clause 5.3.1 Parties agree to amend Clause 5.3.1 set out in Offer BBCA 1/2024 to read as follows: “5.3.1 On or before [*****], Owner shall notify Charterer (the “Notification Date”) of its election of a three (3) Month window (the “First Window”) within which the Delivery Date is intended to occur; which election shall either be for the window from [*****] or for the window from [*****]. If Owner fails to provide timely notice to Charterer pursuant to this Clause 5.3.1, the First Window shall be from [*****]. ARTICLE 2: The provisions of Annex I to Offer BBCA 1/2024 not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 3: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2024.
©Copyright Golar LNG. All rights reserved. January 15, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Third Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation hereby accepts your Offer BBCA 1/2024 dated as of January 15, 2025. Sincerely, Golar Hilli Corporation Signature: /s/ Federico Petersen Printed Name: Federico Petersen Title: Authorised Signatory
EX-4.26
7
a250115addendum4tohillib.htm
EX-4.26 FOURTH ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250115addendum4tohillib
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. January 15th, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Re.: Fourth Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”) to enter an addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Fourth Addendum to Offer BBCA 1/2024”). This Offer shall be valid until January 16th, 2025 11:59pm Bermuda time (Atlantic Standard Time) and will be considered accepted if Charterer delivers to us, and we receive within said period, a letter of acceptance. If on or prior to the expiration on January 16th, 2025 11:59pm Bermuda time (Atlantic Standard Time) Owner receives said letter of acceptance, then as among the Parties, the Fourth Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Fourth Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Fourth Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Golar Hilli Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
ANNEX I A. Whereas, on July 4, 2024, Owner and Charterer entered into an FLNG Bareboat Charter Agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024, and as amended by the First Addendum dated September 6, 2024, the Second Addendum dated December 31, 2024, and the Third Addendum dated January 15, 2025. B. Whereas, Parties wish to amend certain terms of Annex I to Offer BBCA 1/2024. Now, therefore, in consideration of the foregoing, the Parties agree as follows: ARTICLE 1: Amendment to Clause 1 - Definitions Parties agree to incorporate “Initial Contract Year” as a defined term in Clause 1 – Definitions. Initial Contract Year means the twelve-month period commencing on the first day of the month following the month in which the Commercial Start Date occurs and ending on the last day of the twelfth month following the month in which the Commercial Start Date occurs; ARTICLE 2: Amendment to Clause 6 - Hire 2.1. Parties agree to amend Clause 6 set out in Annex I to Annex A to Offer BBCA 1/2024 to read as follows: 6. One time Hire Fee In order to invest in certain costs for the upgrade and refurbishment of the FLNG Vessel, the Parties shall determine by mutual agreement an amount in US$ to be paid to Owner (the “One Time Hire Fee”), no later than [*****]. In case the Parties fail to agree the One Time Hire Fee by [*****] then the One Time Hire Fee shall be [*****]. The One Time Hire Fee shall be paid on [*****]. 6.1 Monthly Hire Fee 6.1.1 Charterer shall pay to Owner a Monthly Hire Fee (the “Monthly Hire Fee”), exclusive of Taxes for each Month of the Charter Term, commencing with the Month during which the Commercial Start Date occurs. The Monthly Hire Fee, expressed in Dollars, shall be calculated as follows: Monthly Hire Fee = X + Z Where: “X” = in the first five Contract Years: US$[*****]– Monthly Annual Adjustment (if applicable) – Monthly Adjustment Initial Contract Year (if applicable), where the Monthly Annual Adjustment is calculated in accordance with Exhibit A and Monthly Adjustment Initial Contract Year is calculated in accordance with Clause 6.1.1.1; and in the sixth Contract Year and each subsequent Contract Year: [ US$[*****]*(CPIy / CPI0) + [*****]] – Monthly Annual Adjustment (if applicable); “Z” = Variable Component;
“CPIy” = the simple average of the CPI for the twelve (12) Months immediately preceding the beginning of the Contract Year in which the relevant Month occurs; and “CPI0” = the simple average of the CPI for the twelve (12) Months immediately preceding the start of the calendar year five (5). 6.1.1.1 The Monthly Adjustment Initial Contract Year shall be [*****] and shall apply during any Month falling within the Initial Contract Year. The aforementioned Monthly Adjustment Initial Contract Year has been calculated based on a One Time Hire Fee of [*****]. If the One Time Hire Fee differs from this amount, then the Monthly Adjustment Initial Contract Year shall be adjusted proportionally at a rate of [*****]. For the avoidance of doubt the adjustment shall be positive for a higher One Time Hire Fee, and negative for a lower One Time Hire Fee. 2.2. Clauses 6.1.2 and 6.2 shall remain unamended. ARTICLE 3: Parties agree to amend the last paragraph of Clause 4.2 – Termination for Owner Default set out in Annex I to Offer BBCA 1/2024 to read as follows: “then Owner shall be in default under this Charter (“Owner Default”) and, in addition to any other rights Charterer may have, Charterer may, in its sole discretion, terminate this Charter by written notice to Owner. Such termination shall be effective when the FLNG Vessel is free of LNG (other than LNG Heel), subject to Charterer’s obligation to discharge such LNG within a reasonable time; provided that all costs in connection with the discharge of such LNG shall be borne by Owner and, provided, further, that Charterer shall have no obligation to pay the Monthly Hire Fee during any period following Charterer’s written notice of default to Owner. Upon termination of this Charter due to an Owner Default, Owner shall immediately pay Charterer liquidated damages for Owner Default (“LDOD”) equal to [*****], which shall represent the sole and exclusive remedy of Charterer in case of termination of this Charter pursuant to this Clause 4.2. If such termination occurs after the One Time Hire Fee payment has been received by Owner and before the expiry of the Initial Contract Year, then the LDOD shall be adjusted upwards by an amount equal to the Monthly Adjustment Initial Contract Year multiplied by the number of months remaining to complete the Initial Contract Year, provided that, for the avoidance of doubt, in case such termination occurs after the One Time Hire Fee payment has been received by Owner and prior to CSD, the adjustment shall be equal to the Monthly Adjustment Initial Contract Year multiplied by twelve months”. ARTICLE 4: The provisions of Annex I to Offer BBCA 1/2024 not otherwise amended herein shall remain unamended, valid, binding, effective and enforceable. ARTICLE 5: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Annex I to Offer BBCA 1/2024.
January 15, 2025 Golar Hilli Corporation Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MH96960 Re.: Fourth Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy hereby accepts your Fourth Addendum to Offer BBCA 1/2024, dated as of January 15, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board
EX-4.27
8
a250214addendum5tohillib.htm
EX-4.27 FIFTH ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250214addendum5tohillib
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. February 14, 2025 Golar Hilli Corporation Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands MH96960 Ref.: Fifth Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. ("Charterer") hereby irrevocably offers (the "Offer") to Golar Hilli Corporation ("Owner") to enter into an addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the "Fifth Addendum" to Offer BBCA 1/2024). This Offer shall be valid until February 15, 2025 12.00 noon Bermuda time (Atlantic Standard Time) and will be considered accepted if Owner delivers to us, and we receive within said period, a letter of acceptance. If on or prior to the expiration on February 15, 2025 12.00 noon Bermuda time (Atlantic Standard Time) Charterer receives said letter of acceptance, then as among the Parties, the Fifth Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Fifth Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer. If Owner does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Clauses 23 (Governing Law and Jurisdiction), 24 (Dispute Resolution) and 25 (Arbitration) of the Offer BBCA 1/2024 shall apply to this Offer and the Fifth Addendum to Offer BBCA 1/2024, muralis mutandis, as if written out in full in this Offer and the Fifth Addendum to Offer BBCA 1/2024. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board
ANNEX 1 Recitals: A. Whereas, on July 4, 2024, Owner and Chafferer entered into a FLNG bareboat charter agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024 (the "Bareboat Charter"). B. Whereas, on September 6, 2024, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the First Addendum to Offer BBCA 1/2024 (the "First Addendum"). C. Whereas, on December 31, 2024, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Second Addendum to Offer BBCA 1/202 (the "Second Addendum"). D. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Third Addendum to Offer BBCA 1/2024 (the "Third Addendum"). E. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fourth Addendum to Offer BBCA 1/2024 (the "Fourth Addendum", and together with the First Addendum, the Second Addendum and the Third Addendum, the "Amendments"). F. Whereas, the Parties wish to further amend certain terms of the Bareboat Charter, as amended and supplemented by the Amendments. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE I: Amendment to Clause 5.3.1 Parties agree to amend Clause 5.3. I set out in Offer BBCA 1/2024 to read as follows: "5.3.1 On or before [*****], Owner shall notify Charterer (the "Notification Date") of its election of a three (3) Month window (the "First Window”) within which the Delivery Date is intended to occur; which election shall either before the window from [*****] or for the window from [*****]. If Owner fails to provide timely nonce to Charterer pursuant to this Clause 5.3.1, the First Window shall be from [*****]. ARTICLE 2: The provisions of Annex I to Offer BBCA 1/2024 not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 3: Capitalized terms not otherwise defined herein shall have the rneaning ascribed to them in Annex 1 to Offer BBCA 1/2024.
February 14, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Fifth Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation hereby accepts your Offer BBCA 1/2024 dated as of February 14, 2025. Sincerely, Golar Hilli Corporation Signature: /s/ Federico Petersen Printed Name: Federico Petersen Title: Authorised Signatory
EX-4.28
9
a250501addendum6tohillib.htm
EX-4.28 SIXTH ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250501addendum6tohillib
Execution Version ©Copyright Golar LNG. All rights reserved. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. May 1st , 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Sixth Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”, and together with Owner, the “Parties”) to enter into a sixth addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Sixth Addendum” to Offer BBCA 1/2024). This Offer shall be valid until May 5th, 2025 Bermuda time (Atlantic Standard Time) and will be deemed accepted if Charterer delivers to us within the said period a letter of acceptance of the terms of the Offer. If, on or prior to the expiration on May 5th, 2025 Bermuda time (Atlantic Standard Time), Owner receives said letter of acceptance, the Sixth Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Sixth Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Sixth Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Clauses 23 (Governing Law and Jurisdiction), 24 (Dispute Resolution) and 25 (Arbitration) of the Offer BBCA 1/2024 shall apply to this Offer and the Sixth Addendum to Offer BBCA 1/2024, mutatis mutandis, as if written out in full in this Offer and the Sixth Addendum to Offer BBCA 1/2024. Sincerely, Golar Hilli Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
©Copyright Golar LNG. All rights reserved. ANNEX I Recitals: A. Whereas, on July 4, 2024, Owner and Charterer entered into a FLNG bareboat charter agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024 (the "Bareboat Charter"). B. Whereas, on September 6, 2024, Owner and Charterer entered into an amendment to the Bareboat Charter on the terms and conditions set out in Annex I to the First Addendum to Offer BBCA 1/2024 (the "First Addendum"). C. Whereas, on December 31, 2024, Owner and Charterer entered into an amendment to the Bareboat Charter on the terms and conditions set out in Annex I to the Second Addendum to Offer BBCA 1/202 (the "Second Addendum"). D. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Third Addendum to Offer BBCA 1/2024 (the "Third Addendum"). E. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fourth Addendum to Offer BBCA 1/2024 (the "Fourth Addendum). F. Whereas, on February 14, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fifth Addendum to Offer BBCA 1/2024 (the "Fifth Addendum", and together with the First Addendum, the Second Addendum, the Third Addendum and the Fourth Addendum, the "Amendments"). G. Whereas, the Parties wish to further amend certain terms of the Bareboat Charter, as amended and supplemented by the Amendments. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendments to Clause 1 – Definitions. The Parties agree to amend the definition of "Charterer Delay Event" in Clause 1 of Annex I to Offer BBCA 1/2024 to read as follows: ““Charterer Delay Event” means (a) any material failure of Charterer to comply with the requirements of Clause 3.6; (b) any failure of Charterer to comply with the Performance Test Protocol, including any failure to supply the required Feed Gas; (c) any act or omission by any member of Charterer’s Group that prevents or interferes with or delays Owner’s performance of this Charter; (d) from the Commercial Start Date forward, failure of Charterer to maintain at least three thousand Cubic Meters (3,000 m3) of LNG Heel provided that such failure prevents or interferes with or delays Owner’s performance of this Charter (other than in any Winter Period in which Charterer is not utilizing the FLNG Vessel); (e) any failure of Charterer to obtain or maintain in force any Authorization for which it is responsible under this Charter, in each of the foregoing cases (y) unless and and except to the extent caused by: (i) an event of Force Majeure; (ii) Owner’s failure to act in accordance with its obligations herein; or (iii) any delay in the installation of the Mooring System Infrastructure of the FLNG Vessel caused by the provider of the Mooring
System Infrastructure and its installation, including any subcontractor thereof, or any party outside of Charterer’s Group, and (z) to the extent such events prevent Owner from performing its obligations;” The Parties agree to insert a definition of "Mooring System" in Clause 1 of Annex I to Offer BBCA 1/2024 to read as follows: ““Mooring System Infrastructure” means the mooring system, beginning at the inlet flange of SSY base structure, to the riser flange of the FLNG Vessel, including without limitation, the Submerged Swivel and Yoke (SSY), the riser connecting the SSY to the flange of the FLNG Vessel, the mooring chains and all necessary accessory infrastructure.”; “MMSCFD” means million standard cubic feet per day; ARTICLE 2: Delivery Window Parties agree that Owner shall deliver the FLNG Vessel to Charterer within the period starting on [*****] and ending on [*****] pursuant to Clause 5.3.1. of Annex I to Offer BBCA 1/2024. Pursuant to the foregoing, Clause 5.3.6 (ii) shall apply. ARTICLE 3: Amendment to Clause 5.4.1 – Commissioning Gas. The Parties agree to amend Clause 5.4.1 of Annex I to Offer BBCA 1/2024 to read as follows: “The Parties agree that: (i) No later than [*****] Days after Owner’s nomination of the Final Window in accordance with Clause 5.3.3, Charterer shall propose the schedule for the provision of Feed Gas for use in the commissioning of the FLNG Vessel and the completion of the Performance Test (“Commissioning Gas”). Charterer shall be responsible for supplying the Commissioning Gas, which shall be (i) in the period between the Delivery Date and [*****], the levels required pursuant to the schedule for provision of Commissioning Gas agreed pursuant to Clause 5.4.2 subject to a maximum of 10 MMSCFD; and (ii) following and including [*****], the levels required pursuant to the schedule for provision of Commissioning Gas agreed pursuant to Clause 5.4.2; and (ii) Owner shall be entitled, at Owner's sole discretion, to purchase from such sources as Owner may reasonably select, and arrive with up to [*****] of LNG, measured on the Delivery Date (“LNG Commissioning Volumes”), for use in commissioning of the FLNG Vessel (“Commissioning LNG”). Such LNG Commissioning Volumes shall not be considered LNG Heel pursuant to Clause 5.8.1. Within thirty (30) days after the first cargo exceeding [*****] has been exported from the FLNG Vessel, Charterer shall pay to Owner for any LNG Commissioning Volumes (less daily losses due to boil off gas for the period between the Delivery Date and the loading date of such cargo) at a price equal to [*****]; (iii) No LNG Volumes will be produced from LNG Commissioning Volumes; (iv) Owner shall be entitled to select, supply and install a vaporiser on board the FLNG Vessel suitable for the purpose of supporting the first phase of commissioning of the FLNG Vessel. Owner agrees to the purchase or lease, and installation of such vaporiser on board the FLNG Vessel, at Owner’s own cost and risk, on the basis that Owner shall remain entitled to remove the vaporiser from the FLNG Vessel at its sole discretion, cost, and risk.
ARTICLE 5: Amendment to Clause 5.5.4 – Performance Test and Certificate of Acceptance. The Parties agree to amend Clause 5.5.4 of Annex I to Offer BBCA 1/2024 to read as follows: “If, as a result of one (1) or more Charterer Delay Event, Owner is unable to demonstrate that the FLNG Vessel meets the Required Performance Levels within the earlier of (i) [*****] Days as from the Delivery Date or (ii) [*****] Days as from [*****], then the FLNG Vessel shall be deemed to have passed the Performance Test (“Deemed Performance”, and such date, the “Deemed Performance Date”) and Hire shall be payable on and from the Deemed Performance Date.” ARTICLE 6: Except as expressly set forth to the contrary in this Sixth Addendum, this Sixth Addendum (other than this Article 6, Article 7 and Article 8, which shall be in full force and effect as of the Sixth Addendum Execution Date) shall not become effective until the following conditions (the “Conditions Precedent”) have been satisfied or waived in accordance with this Article 6 (the date on which all Conditions Precedent have been satisfied or waived, (the “Effective Date”): (i) Supervisor presenting to Charterer by [*****] an advanced draft of the engineering, procurement and construction contract (“EPC Contract”) for the Mooring System Infrastructure with [*****] or their nominated Affiliate [*****] including all its material terms and conditions; and (ii) Subject to the foregoing condition described in item (i) above, Charterer entering on or before [*****] into such EPC Contract for the Mooring System Infrastructure with [*****], including providing any credit support required by [*****] pursuant to the terms thereof ; and The Condition Precedent in item (i) above is for the benefit of the Charterer and may be waived only by Charterer. The Condition Precedent in items (ii) above is for the benefit of the Owner and may be waived only by Owner. If any of the conditions described above have not been met or waived by their respective deadlines, the Parties shall discuss in good faith for a period of 10 Days the impact of the delay on the construction schedule of the Mooring System Infrastructure and whether alternative arrangements can be agreed. If the Parties have not reached an agreement in respect of item (i), Charterer shall have the right to terminate this Sixth Addendum without any liability on any of the Parties whatsoever. If the Parties have not reached an agreement in respect of item (ii), Owner shall have the right to terminate this Sixth Addendum without any liability on any of the Parties whatsoever. Notwithstanding the above, subject to Supervisor having presented to Charterer on or before [*****] an advanced draft of a contract for the transportation and installation and hook-up of the Mooring System Infrastructure including all its material terms and conditions, Charterer shall make reasonable endeavours to enter by [*****], into such contract with either (i) [*****] or (ii) an alternative supplier, (“T&I Contract”). In the event that the above target date is not met by reasons attributable to Charterer, and such failure to meet the above target date causes any delay to the transportation and installation of the Mooring System Infrastructure or the hook-up of the FLNG Vessel then such delay shall be considered a Charterer Delay Event. For the purposes of this Article 6, “Supervisor” means Golar Management AS.
ARTICLE 7: The provisions of Annex I to Offer BBCA 1/2024 (as amended by the Amendments) not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 8: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2024.
May 1st, 2025 Golar Hilli Corporation c/o Golar Management Ltd 6th Floor, The Zig Zag, 70 Victoria Street SW1E 6SQ United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: Sixth Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy hereby accepts your Offer Sixth Addendum to Offer BBCA 1/2024, dated as of May 1st, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board of Directors
EX-4.29
10
a250914addendum6tohillib.htm
EX-4.29 ADDENDUM TO THE SIXTH ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250914addendum6tohillib
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. September 14th, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Third Addendum to the Sixth Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”, and together with Owner, the “Parties”) to enter into a third addendum to the sixth addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Addendum”). This Offer shall be valid for a period of 1 (one) day and will be considered accepted if Charterer delivers to us, and we receive within said period of days, a letter of acceptance. If on or prior to the expiration of the 1 (one) day period Owner receives said letter of acceptance, the Addendum shall become effective upon the terms and conditions set forth therein, such Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Clauses 23 (Governing Law and Jurisdiction), 24 (Dispute Resolution) and 25 (Arbitration) of the Offer BBCA 1/2024 shall apply to this Offer and the Addendum, mutatis mutandis, as if written out in full in this Offer and the Addendum. Sincerely, Golar Hilli Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
ANNEX I Recitals: A. Whereas, on July 4, 2024, Owner and Charterer entered into a FLNG bareboat charter agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024 (the “Bareboat Charter”). B. Whereas, on September 6, 2024, Owner and Charterer entered into an amendment to the Bareboat Charter on the terms and conditions set out in Annex I to the First Addendum to Offer BBCA 1/2024 (the “First Addendum”). C. Whereas, on December 31, 2024, Owner and Charterer entered into an amendment to the Bareboat Charter on the terms and conditions set out in Annex I to the Second Addendum to Offer BBCA 1/202 (the “Second Addendum”). D. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Third Addendum to Offer BBCA 1/2024 (the “Third Addendum”). E. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fourth Addendum to Offer BBCA 1/2024 (the “Fourth Addendum”). F. Whereas, on February 14, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fifth Addendum to Offer BBCA 1/2024 (the “Fifth Addendum”). G. Whereas, on May 1, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Sixth Addendum to Offer BBCA 1/2024 (the “Sixth Addendum”), as amended on May 14, 2025 and on May 23, 2025 on the terms and conditions set out in Annex I to the Addendum to the Sixth Addendum to Offer BBCA 1/2024. H. Whereas, on May 1, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Seventh Addendum to Offer BBCA 1/2024 (the “Seventh Addendum” and together with the First Addendum, the Second Addendum, the Third Addendum, the Fourth Addendum, the Fifth Addendum and the Sixth Addendum, the “Amendments”) I. Whereas, the Parties wish to further amend certain terms of the Sixth Addendum and enter into this Third Addendum to the Sixth Addendum. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendments to ARTICLE 6 of the Sixth Addendum: The Parties agree to amend the fifth paragraph of ARTICLE 6 of the Sixth Addendum to read as follows: “ARTICLE 6: ... Notwithstanding the above, subject to Supervisor having presented to Charterer on or before [*****] an advanced draft of a contract for the transportation and installation and hook-up of the Mooring System Infrastructure including all its material terms and conditions, Charterer shall make reasonable endeavours to enter by [*****], into such contract with either (i) [*****] or an Affiliate or (ii) an alternative supplier, (“T&I Contract”)…”
ARTICLE 2: The provisions of Annex I to Offer BBCA 1/2024 (as amended by the Amendments) and of the Sixth Addendum not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 3: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2024 or in the Sixth Addendum. * * *
September 15, 2025 Golar Hilli Corporation c/o Golar Management Ltd 6th Floor, The Zig Zag, 70 Victoria Street SW1E 6SQ United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: Third Addendum to the Sixth Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy hereby accepts your Offer Third Addendum to Sixth Addendum to Offer BBCA 1/2024, dated as of September 14, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board of Directors
EX-4.30
11
a250501addendum7tohillia.htm
EX-4.30 SEVENTH ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250501addendum7tohillia
i CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. May 1st, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: Seventh Addendum to Offer BBCA 1/2024 Dear Sirs, Golar Hilli Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”, and together with Owner, the “Parties”) to enter into a seventh addendum to the Offer BBCA 1/2024 on the terms set out in Annex I attached hereto (the “Seventh Addendum” to Offer BBCA 1/2024). This Offer shall be valid for a period of 15 (fifteen) days and will be considered accepted if Charterer delivers to us, and we receive within said period of days, a letter of acceptance. If on or prior to the expiration of the 15 (fifteen) day period Owner receives said letter of acceptance, the Seventh Addendum to Offer BBCA 1/2024 shall become effective upon the terms and conditions set forth therein, such Seventh Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “Seventh Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Clauses 23 (Governing Law and Jurisdiction), 24 (Dispute Resolution) and 25 (Arbitration) of the Offer BBCA 1/2024 shall apply to this Offer and the Seventh Addendum to Offer BBCA 1/2024, mutatis mutandis, as if written out in full in this Offer and the Seventh Addendum to Offer BBCA 1/2024. Sincerely, Golar Hilli Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
ANNEX I TO THE OFFER BBCA 1/2025 Recitals: A. Whereas, on July 4, 2024, Owner and Charterer (the “Parties”) entered into a FLNG bareboat charter agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2024 (the "Bareboat Charter"). B. Whereas, on September 6, 2024, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the First Addendum to Offer BBCA 1/2024 (the "First Addendum"). C. Whereas, on October 30, 2024, Charterer issued a Reservation Notice reserving the Hilli Episeyo as the FLNG Vessel under the Bareboat Charter. D. Whereas, on December 31, 2024, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Second Addendum to Offer BBCA 1/202 (the "Second Addendum"). E. Whereas, on January 15, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Third Addendum to Offer BBCA 1/2024 (the "Third Addendum"). F. Whereas, on January 15 14, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fourth Addendum to Offer BBCA 1/2024 (the "Fourth Addendum"). G. Whereas, on February 14, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Fifth Addendum to Offer BBCA 1/2024 (the "Fifth Addendum"). H. Whereas, on May 1, 2025, Owner and Charterer entered into an addendum to the Bareboat Charter on the terms and conditions set out in Annex I to the Sixth Addendum to Offer BBCA 1/2024 (the "Sixth Addendum" and together with the First Addendum, the Second Addendum, the Third Addendum, the Fourth Addendum and the Fifth Addendum, the "Amendments"). I. Whereas, on May 1, 2025, Charterer and Golar MKII Corporation, an Affiliate of Owner, entered into a bareboat charter in relation to another floating liquefaction unit on the terms and conditions set out in Annex I to Offer BBCA 1/2025 (the “MKII BBCA”). J. Whereas, the Parties wish to further amend certain terms of the Bareboat Charter, as amended and supplemented by the Amendments (the “Amended Bareboat Charter”) and enter into this seventh addendum to the Amended Bareboat Charter (this “Seventh Addendum”). Now, therefore, for and in consideration of the foregoing the Parties agree as follows: : Amendments to Clause 1 – Definitions. The Parties agree to amend certain definitions in Clause 1 of the Amended Bareboat Charter as follows:
2 • part (a) (ii) and (iii) of the definition of “Acceptable Credit Rating and Financial Standing” as applied in respect of a Guarantor of Charterer is deemed to be replaced in its entirety with the following: “(ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (iii) such Person has a minimum Tangible Net Worth of [*****];”; • part (b) (ii) and (iii) of the definition of “Acceptable Credit Rating and Financial Standing” as applied in respect of a Guarantor of Charterer is deemed to be replaced in its entirety with the following: “(ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****] ; or (iii) (A) in respect of Guarantors guaranteeing no less than fifty-five percent (55%) of the issued capital stock of Charterer, each such Person has a minimum Tangible Net Worth of an amount equal to or greater than [*****]; provided, however, that [*****] shall be deemed to meet the foregoing Tangible Net Worth requirements at all times; and (B) in respect of Guarantors guaranteeing no more than [*****] of the issued capital stock of Charterer, each such Person has a minimum Tangible Net Worth of an amount equal to or greater than [*****]; provided, however, that [*****] and Golar LNG Limited shall be deemed to meet the foregoing Tangible Net Worth requirements at all times;”; • part (c) (ii) and (iii) of the definition of “Acceptable Credit Rating and Financial Standing” as applied in respect of Owner is deemed to be replaced in its entirety and the proviso hereunder is inserted after the end of part (c)(iii): “(ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****] ; or (iii) such Person has a Tangible Net Worth of at least [*****], provided, however, that (a) Golar LNG Limited shall be deemed to meet the foregoing Tangible Net Worth requirements at all times, and (b) for so long as Owner or its Guarantor (as relevant) remains a Person for which all, or substantially all, of its assets comprise this Charter, the FLNG Vessel, the Hilli Bareboat Charter Agreement and the FLNG Vessel chartered thereunder, or any of the foregoing, then Owner or its Guarantor (as relevant) may not meet the Acceptable Credit Rating and Financial Standing requirements through meeting sub- part (c)(i), (c)(ii) or (c)(iii) of the foregoing definition;”; • the definition of “Approved Mortgage” is deleted and restated in its entirety as follows: “Approved Mortgage” means any pledge, charge, mortgage, lien, claim or encumbrance or lease structure on the FLNG Vessel, her earnings and/or insurances that is or was entered into in favor of any Approved Mortgagee for itself and/or for the benefit of one or more other financiers to Owner and/or such other agreements and instruments as Owner shall determine are necessary or desirable to create in favor of any Approved Mortgagee any security interest in the FLNG Vessel, its earnings and insurance, Owner’s rights under this Charter; provided that any such Approved Mortgagee and Charterer have executed a direct agreement in accordance with Clause 22.1;”;
3 • the definition of “Approved Mortgagee’s Direct Agreement” is deleted; • the proviso stated at the end of the definition of “Bankruptcy Event” is replaced in its entirety as follows: “provided that in the case of (d), (e) and (f) above, any such process is not dismissed, discharged, stayed or restrained, in each case, within sixty (60) Days thereafter”; • the definition of “CPIy” is deleted and restated in its entirety as follows: “CPIy” means the arithmetic average of the CPI for the twelve (12) Months immediately preceding the beginning of the relevant Contract Year;”; • the definition of “CPI0” is deleted and restated in its entirety as follows: “CPI0” means the arithmetic average of the CPI for the twelve (12) Months immediately preceding the start of the calendar year five (5);”; • the new defined term, “CPI Adjustment”, is deemed to be added as follows: “CPI Adjustment” means the following, for: (a) Contract Years one (1) through five (5), inclusive, the CPI Adjustment shall be equal to [*****]; and (b) the sixth (6th) Contract Year and each subsequent Contract Year, the CPI Adjustment shall be calculated using the following formula: CPI Adjustment = [*****]x (CPIy/CPI0);”; • the new defined term “Departure Notice”, is deemed to be added as follows: ““Departure Notice” has the meaning given in Clause 5.3.5;”; • the definition of “Dispute” is deleted and restated in its entirety as follows: ““Dispute” means any dispute, claim, complaint, counterclaim, demand, cause of action or any other controversy arising out of or relating in any way to this Charter, its subject matter, existence, negotiation, performance, breach, termination, validity or enforcement thereof (including any non- contractual dispute or claim in respect of any of the foregoing);”; • the definition of “Expert” is deleted and restated in its entirety as follows: ““Expert” means an independent person with appropriate qualifications and experience appointed in accordance with Clause 24.2.1;”; • the definition of “Guarantee” is deleted and restated in its entirety as follows: ““Guarantee” means an irrevocable payment guarantee, in the form attached hereto as Exhibit D (other than any technical or conforming changes), issued in favor of Owner or Charterer, as applicable;”;
4 • the new defined term “ICC Court” is deemed to be added as follows: ““ICC Court” means the International Court of Arbitration of the ICC;”; • the new defined term “ICC Rules” is deemed to be added as follows: ““ICC Rules” means the Rules of Arbitration of the International Chamber of Commerce;”; • the defined terms, “LCIA” and “LCIA Rules”, are deleted; • the new defined term, “LNG Reference Price”, is deemed to be added as follows: ““LNG Reference Price” means eight Dollars per MMBtu (US$8.00/MMBtu) multiplied by the CPI Adjustment;”; • the new defined term, “Loss”, is deemed to be added as follows: ““Loss” means any and all losses, liabilities, damages, costs, judgements, settlements and expenses (whether or not resulting from claims by third parties), including interest and penalties with respect thereto and reasonable attorneys’ fees and expenses;”; • the new defined term, “Month M” is deemed to be added as follows: ““Month M” has the meaning given to it in Exhibit B;”; • the defined term “Month M-1” is deleted; • the new defined term, “MKII Bareboat Charter Agreement” is deemed to be added as follows: ““MKII Bareboat Charter Agreement” has the meaning given in the Recitals of this Charter;”; • the new defined term, “MKII CSD” is deemed to be added as follows: ““MKII CSD” means the commercial start date of the FLNG Vessel MKII as defined in the MKII Bareboat Charter Agreement;”; • the definition of “Party” and “Parties” is deleted and restated in its entirety as follows ““Party” and “Parties” means Owner and Charterer, and their respective successors and permitted assigns (following the relevant transfer, novation, or assignment);”; • part (c) of “Permitted Liens” is deemed to be replaced in its entirety with the following: “(c) any ship repairer’s or outfitter’s possessory lien on the FLNG Vessel for an amount not exceeding [*****]; and”; • the new defined term, “Project”, is deemed to be added as follows: ““Project” has the meaning given in the Recitals of this Charter;”; • the new defined term, “Project Agreements”, is deemed to be added as follows:
5 ““Project Agreements” has the meaning given in the SHA;”; • the definition of “Public Official” is deleted and restated in its entirety as follows: ““Public Official” means any officer, employee, director, principal, consultant, agent, Representative or official, whether appointed or elected, of any government or any department, agency or part thereof, or of any state owned agency or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or part thereof, of, for or on behalf of any public international organization or any political party or political party official or candidate for office;”; • part (b) of “Restricted Party” is deemed to be replaced in its entirety with the following: “(b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country or territory which is subject to country-wide or territory- wide Sanctions Laws;”; • the definition of “Sanctions Authority” is deleted and restated in its entirety as follows: ““Sanctions Authority” means the Norwegian State, the Republic of Argentina, the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America and any authority acting on behalf of any of the foregoing entities;”; • the definition of “Sanctions Laws” is deleted and restated in its entirety as follows: ““Sanctions Laws” means the economic or financial sanctions laws, regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators that limit or prohibit commercial transactions with Persons, which are implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority, such as the laws or regulations implemented by the Office of Foreign Assets Controls of the United States Department of the Treasury and the United States Department of State;”; • the new defined term, “SHA”, is deemed to be added as follows: ““SHA” means that certain irrevocable offer letter dated May 1, 2025 issued by Golar FLNG Sub- Holding Company Limited to each of Pan American Energy, S.L., Pampa Energía S.A., Wintershall DEA Argentina S.A., YPF S.A. and Charterer, and the acceptance thereof by such Persons, to enter into a second amended and restated shareholders’ agreement in respect of that certain “Amended Shareholders Agreement” among such Persons;”; • the definition of “Specified Change in Law” is deleted and restated in its entirety as follows: ““Specified Change in Law” means any of the following Argentinian Change in Law: (a) a modification of an Authorization or the imposition of any restriction or condition for the export of LNG that restricts the quantity of LNG that Charterer is permitted to export on an annual basis to a quantity that is less than the [*****] of the original Authorization for such export; (b) the imposition of a new, or increase in an existing, export duty or other Tax on the export of LNG that results in an increase in export Taxes (including other Taxes on the export of LNG) to be paid by Charterer applicable to the Project or Charterer that were not existing or applicable as of the Effective Date; (c) restrictions on the ability of Charterer or its Affiliates to maintain currency abroad resulting from LNG export proceeds and to access foreign exchange markets in Argentina;
6 or (d) the imposition of any policy by a Governmental Authority that requires Charterer to acquire Dollars in Argentina in a foreign exchange market in Argentina different from the foreign exchange market where the proceeds derived from the exports of LNG produced in the FLNG Vessel are settled; and in each case (a) to (d) above it is reasonably anticipated by Charterer to result in an adverse economic impact to Charterer, either individually or as an aggregate, of at least [*****] per Contract Year;”; • the definition of “Technical Dispute” is deleted and restated in its entirety as follows: ““Technical Dispute” means any Dispute for which both Parties agree to submit such Dispute to an Expert, pursuant to Clause;”; and • the new defined term “YPF” is deemed to be added as follows: ““YPF” means YPF S.A., a company established and duly incorporated under the laws of Argentina, with its registered office located at Macacha Güemes 515, Buenos Aires, Argentina; and”. : Amendment to Clause 2.2.2 – Testing and Manual The Parties agree to amend and restate Clause 2.2.2(i) of the Amended Bareboat Charter in its entirety to read as follows: “Attached hereto as Exhibit C are the principles for a protocol for the conduct of the Performance Tests (the “Performance Test Protocol”). Within three (3) Months following the Execution Date, Owner shall provide Charterer with a draft of the Performance Test Protocol. Charterer shall provide comments to such proposed Performance Test Protocol, if any, no later than two (2) Months after receipt of the draft Performance Test Protocol from Owner. Owner shall use reasonable endeavors to incorporate such comments and deliver to Charterer a final Performance Test Protocol no later than [*****]; provided that any disagreement relating to any element of such Performance Test Protocol may be subject to Expert resolution as a Technical Dispute if the Parties agree in accordance with Clause 24.” : Amendment to Clause 2.7.6 – Importation of the FLNG Vessel/Customs/Foreign Trade. The Parties agree to amend Clause 2.7.6 of the Amended Bareboat Charter by inserting the following sentence at the end of such clause: “Charterer is in the process of requesting to Argentinian Governmental Authorities, the creation of a sub Tax-free zone nearby San Antonio Este, Province of Rio Negro, that would result in the entry of the FLNG Vessel through a special procedure not involving an importation thereof since said Tax-free zone will not be considered part of Argentina’s custom territory (territorio aduanero).” : Amendment to Clause 2.9.5 – Condition Precedent. The Parties agree to amend and restate Clause 2.9.5 of the Amended Bareboat Charter in its entirety to read as follows: If any Condition Precedent has not been satisfied or waived by the applicable CP Deadline, then following any extension due to a discussion period requested pursuant to Clause 2.9.4, at any time thereafter for up to [*****] Days either Party may terminate this Charter with immediate effect by giving the other Party Notice of termination of this Charter provided that any Condition Precedent remains neither satisfied nor waived on the date such termination Notice is delivered to the other Party. Charterer shall pay Owner
7 [*****] in liquidated damages within fifteen (15) Business Days after receiving an invoice for such amount from Owner; provided that if the Day for such payment is not a Banking Day, such payment shall be due and payable on the next Banking Day. Other than Charterer’s payment of the foregoing sum, any such termination shall be without further liability to either Party, save in respect of liability already accrued in respect of any breach of those provisions which have been effective as from the Execution Date as listed in Clause 2.9.1. : Amendment to Clause 3.3 – FLNG Vessel Specifications; Terminal Specifications; Compatibility. The Parties agree to amend Clauses 3.3.2 and 3.3.3 of the Amended Bareboat Charter and to insert a new Clause 3.3.4 by inserting the following: “3.3.2 Owner and Charterer shall each bear their own respective costs associated with any modifications required to the FLNG Vessel and Terminal to ensure compatibility between the Mooring System Infrastructure and the FLNG Vessel. 3.3.3 Subject to Clause 3.3.4, neither Party shall have the right to modify their respective specifications in a manner that would render it incompatible with the other Party’s specifications, unless such modification is required by a Change in Law, in which case Clause 3.4 shall apply. 3.3.4 Without prejudice and subject to Clause 3.3.2, if Charterer makes any modification to the Terminal that renders the Terminal (including the Mooring System Infrastructure) incompatible with the FLNG Vessel Specifications, Charterer shall compensate Owner for the reasonable cost of modifying the FLNG Vessel Specifications to be compatible with the modified Terminal through an adjustment to Hire amortizing the cost of such modification over the remainder of the term of the Charter assuming a [*****] internal rate of return. Owner shall use reasonable endeavors to effect such modifications to the FLNG Vessel, and Hire shall remain due and owing while the Terminal and/or FLNG Vessel undergoes any such modifications.”. : Amendment to Clause 3.4.3 and insertion of a new Clause 3.4.5. The Parties agree (a) to delete the following phrase “, which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 3.4.3. Following such termination, the Parties shall cooperate in good faith on the pursuit of any claims against relevant Governmental Authorities as a result of such Specified Change in Law” from the second sentence of Clause 3.4.3 of the Amended Bareboat Charter, and (b) to replace the phrase [*****] in Clause 3.4.3 with the phrase “[*****]. The Parties agree to insert Clause 3.4.5 to read as follows: “Following a termination in accordance with Clauses 3.4.3 and 3.4.4, each Party specifically reserve for itself the right to protest to the appropriate Governmental Authority the amount or validity of any Incremental Costs. To the extent either Party has any rights or protection under an agreement with any appropriate Governmental Authority that might reasonably be expected to limit or eliminate the obligation to incur such Incremental Costs, the Parties shall cooperate in good faith, and each Party shall take reasonable steps that are commercially practicable to enforce its rights and protections, but shall not be required to commence, or engage in, any litigation or Dispute resolution procedures with any Governmental Authority in that regard.”.
8 : Amendment to Clause 3.4.4 – Change in Law. The Parties agree to replace the phrase [*****] in Clause 3.4.4 with the phrase [*****] and to replace the phrase [*****] in Clause 3.4.4 with the phrase [*****]. : Amendment to Clause 4.2.8 – Termination for Owner Default. The Parties agree to amend and restate Clause 4.2.8 of the Amended Bareboat Charter in its entirety to read as follows: “4.2.8 Owner fails to obtain or maintain in full force and effect any credit support required pursuant to Clause 17.1, and Charterer has provided Notice thereof to Owner, unless within thirty (30) Days of receiving such Notice, Owner obtains credit support that meets the requirements of Clause 17.1;”. : Amendment to Clause 4.2.10 and “LDOD” – Termination for Owner Default. The Parties agree to replace the phrase [*****] in Clause 4.2.10 of the Amended Bareboat Charter with the phrase [*****]. The Parties agree to replace the phrase [*****] in Clause 4.2.10 of the Amended Bareboat Charter with the phrase [*****]. : Amendment to Clause 4.3.1 – Termination for Charterer Default. The Parties agree to replace the phrase [*****] in Clause 4.3.1 of the Amended Bareboat Charter with [*****]. : Amendment to Clause 4.3.4 – Termination for Charterer Default. The Parties agree to amend and restate Clause 4.3.4 of the Amended Bareboat Charter in its entirety to read as follows: “4.3.4 Charterer fails to obtain or maintain in full force and effect any credit support required pursuant to Clause 17.1, and Owner has provided Notice thereof to Charterer, unless within thirty (30) Days of receiving such Notice, Charterer obtains credit support that meets the requirements of Clause 17.1;”. : Amendment to Last Sentence of Clause 4.3 – Termination for Charterer Default. The Parties agree to amend the last sentence of Clause 4.3 of the Amended Bareboat Charter by (a) replacing the phrase [*****] with the phrase [*****], the phrase [*****] with the phrase [*****], and the phrase [*****] with the phrase [*****] and (b) deleting the phrase “, which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 4.3”. : Amendment to Clause 4.6 – Termination for Convenience. The Parties agree to delete the phrase at the end of Clause 4.6 “which shall represent the sole and exclusive remedy of Owner in case of termination of this Charter pursuant to this Clause 4.6.”.
9 : Amendment to Clause 5.2 – Delivery and Delivery Date. The Parties agree to amend and restate Clause 5.2 of the Amended Bareboat Charter in its entirety to read as follows: “5.2 Delivery and Delivery Date 5.2.1 Owner shall deliver the FLNG Vessel to Charterer safely afloat at the Delivery Location as set forth in this Charter. Owner shall not deliver the FLNG Vessel to any other Person, enter into any other charter commitment for the FLNG Vessel, or make use of the FLNG Vessel for commercial liquefaction operations for its own benefit or the benefit of any Affiliate of Owner. 5.2.2 The date on which the FLNG Vessel arrives at the Delivery Location shall be the “Delivery Date”, which shall be as scheduled pursuant to Clause 5.3. 5.2.3 Owner shall ensure that the FLNG Vessel’s tanks are in a condition to be agreed by the Parties at the Delivery Location on the Delivery Date.”. : Amendment to Clause 5.3.5 – Availability Notice. The Parties agree to replace in its entirety Clause 5.3.5 with the following: “5.3.5 As soon as practicable after the FLNG Vessel’s departure from (i) the shipyard, and (ii) if applicable, its final port of call en route to the Loading Port for delivery under this Charter, Owner shall notify, or cause the Master to notify, Charterer of such departure for informational purposes only (each a “Departure Notice”).”. : Amendment to Clause 5.4.4 – Delivery and Delivery Date. The Parties agree that the reference to “FLNG Vessel Specifications” in Clause 5.4.4 shall be deemed to refer instead to “Feed Gas Specifications”. : Amendment to Clause 5.5.3 – Performance Test and Certificate of Acceptance. The Parties agree to replace (a) the phrase [*****] in the paragraph immediately following part (ii) of Clause 5.5.3 of the Amended Bareboat Charter with the phrase [*****] and (b) the phrase [*****] in the paragraph immediately following part (ii) of Clause 5.5.3 of the Amended Bareboat Charter with the phrase [*****]. : Amendment to Clause 5.6.4 – Rejection of FLNG Vessel. The Parties agree to delete the last sentence of Clause 5.6.4 of the Amended Bareboat Charter. : Amendment to Clause 6.1.1 – Monthly Hire Fee. The Parties agree to amend and restate Clause 6.1.1 of the Amended Bareboat Charter in its entirety to read as follows: “6.1.1 Charterer shall pay to Owner a Monthly Hire Fee (the “Monthly Hire Fee”), exclusive of Taxes for each Month of the Charter Term, commencing with the Month during which the
10 Commercial Start Date occurs. The Monthly Hire Fee, expressed in Dollars, shall be calculated as follows: Monthly Hire Fee = X + Z Where: “X” = US$ [*****] multiplied by CPI Adjustment until the earlier of (i) MKII CSD, and (ii) fifteen Months following the Commercial Start Date, and US$[****] multiplied by CPI Adjustment thereafter, in each case, minus Monthly Annual Adjustment (if applicable), and minus Monthly Adjustment Initial Contract Year (if applicable) where the Monthly Annual Adjustment is calculated in accordance with Exhibit A and Monthly Adjustment Initial Contract Year is calculated in accordance with Clause 6.1.1.1; and “Z” = Variable Component.” : Amendment to first sentence of Clause 6.2.1 – Incremental Costs. The Parties agree to amend the first sentence of Clause 6.2.1 of the Amended Bareboat Charter by replacing the phrase “[*****] with the phrase “[*****]. : Amendment to Clause 7.4.4 Payment Due Dates The Parties agree to amend and restate Clause 7.4.4 in its entirety to read as follows: “7.4.4 If the full amount of any invoice is not paid when due, the unpaid amount thereof shall bear interest at the Base Rate, compounded in accordance with Clause 27.17, from and including the Day following the due date up to and including the date when payment is made.”. : Amendment to first sentence of Clause 10.1.4 – Capacity Unavailability Events. The Parties agree to amend and restate Clause 10.1.4 of the Amended Bareboat Charter in its entirety to read as follows: “10.1.4 If a Capacity Unavailability Quantity arises during any Contract Semester during the Charter Term, such that such CUQ for the Contract Semester is higher than the Allowed Unavailability for that Contract Semester, then immediately following the end of such Contract Semester Charterer shall accrue, as a commercial discount for Capacity Unavailability, a credit, in Dollars, in respect of such CUQ (“CUQ Credit”) equal to: : Amendment to Clauses 11.1.2 and 11.1.3 – Events of Force Majeure. The Parties agree to amend and restate Clauses 11.1.2 of the Amended Bareboat Charter in its entirety to read as follows: “11.1.2 Without prejudice to the generality of the provisions set forth under Clause 11.1.1, Force Majeure shall include circumstances of the following kind; provided that such circumstances satisfy the definition of Force Majeure set forth in Clause 11.1.1: (i) acts of God, earthquakes, tsunami, tsunami warnings, lightning, floods, other natural physical disaster, hurricanes or cyclones; (ii) explosions and fires;
11 (iii) chemical or radioactive contamination or ionizing radiation; (iv) strikes, lockouts, or other industrial disturbances (other than those local to and solely affecting the affected Party or any of its subcontractors); (v) wars, riots, hostilities, sabotage, blockades, revolutions, insurrections, civil commotions, rebellion, acts of terrorism, epidemics, pandemic or plague; (vi) any act of expropriation, confiscation, nationalization, requisitioning, or other taking; (vii) the implementation of any trade sanctions after the Execution Date imposed by the government of Argentina on either Party, or imposed against Argentina, other than, in each case, any such sanctions caused by the affected Party; and (viii) any events or circumstances affecting a Party’s contractor that is beyond the reasonable control of such contractor and the affected Party that prevents or hinders performance by the affected Party of its obligations under this Charter.” The Parties agree to amend and restate Clauses 11.1.3 of the Amended Bareboat Charter in its entirety to read as follows: “11.1.3 Notwithstanding that an event of Force Majeure may exist, the provisions of this Clause 11 shall not excuse: (i) failure or inability of either Party to make any payment of money in accordance with their obligations under this Charter, except as caused by an event that prevents the transfer of funds as a result of an event that would otherwise qualify as Force Majeure under this Charter or an event of the kind described in Clause 11.1.2(vii); (ii) late delivery of equipment or materials unless such event itself was caused by Force Majeure; (iii) a Party’s inability to finance its obligations under this Charter or the unavailability of funds to pay amounts when due in the currency of payment; (iv) Charterer’s inability to source or supply Feed Gas to the FLNG Vessel unless such event itself was caused by Force Majeure; (v) unavailability of LNG Ships for Charterer to receive LNG unless such event itself was caused by Force Majeure; (vi) changes in either Party’s market factors, default of payment obligations or other commercial, financial or economic conditions; (vii) an Arrest of the FLNG Vessel resulting from an act or omission of Owner; or (viii) the breakdown or failure of the FLNG Vessel caused by normal wear and tear or by a failure to properly maintain such FLNG Vessel or stock of spares.”
12 : Amendment to Clause 15.1.2 – Indemnifications The Parties agree to amend and restate Clause 15.1.2 of the Amended Bareboat Charter by replacing both mentions of “PORT FACILITIES” with the phrase “LOADING PORT”. : Amendment to Clause 15.2.2 – Indemnifications The Parties agree to amend and restate Clause 15.2.2 of the Amended Bareboat Charter by replacing the phrase “THE TERMINAL OR THE PORT FACILITIES” with the phrase “THE LOADING PORT”. : Amendment to Clauses 15.5.5 and 15.5.7 – Limitation of Liability of Owner and Charterer The Parties agree to amend and restate Clause 15.5.5 the Amended Bareboat Charter by replacing the phrase “Notwithstanding anything to” with the phrase “Subject to Clause 15.5.7 but notwithstanding anything else to”; and The Parties agree to insert Clause 15.5.7 to read as follows: “WITHOUT PREJUDICE TO CLAUSE 15.5.4 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS CHARTER, ANY OTHER AGREEMENT OR APPLICABLE LAW, OTHER THAN IN RESPECT OF FRAUD, THE MAXIMUM AGGREGATE LIABILITY OF CHARTERER TO OWNER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE, INCLUDING IN RESPECT OF: (I) NON-PAYMENT OF HIRE, ANY DISPUTED HIRE PAYMENTS (WHETHER PAID OR NOT BY THE CHARTERER), AND ANY HIRE PAYMENTS MADE BY OR COLLECTED FROM ANY GUARANTOR OF CHARTERER PURSUANT TO A CALL ON ANY GUARANTEE PROVIDED BY OR ON BEHALF OF CHARTERER; (II) ANY LOSS OR DAMAGE ARISING FROM BREACH OF CHARTERER INDEMNITIES PROVIDED PURSUANT TO CLAUSES 15.1.2, 15.2.2, AND 19; (III) WRECK REMOVAL; AND (IV) AMOUNTS WHICH ARE EXPRESSED AS LIQUIDATED DAMAGES OR AS PAYMENT UPON TERMINATION IN THIS CHARTER, SHALL NOT EXCEED THE SUM OF [*****], PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, PAYMENT BY CHARTERER DIRECTLY OF UNDISPUTED MONTHLY INVOICES FOR HIRE UNDER THIS CHARTER SHALL NOT BE DEEMED TO BE COUNTED TOWARDS OR REDUCE SUCH LIABILITY CAP.” : Amendment to Clause 15.8 – Exclusive Remedies The Parties agree to amend and restate Clause 15.8 of the Amended Bareboat Charter in its entirety to read as follows: “15.8 Exclusive Remedies Notwithstanding anything to the contrary in this Charter, a Party’s sole liability, and the other Party’s exclusive remedy, arising under or in connection with Clauses 2.4.3, 2.9.5, 3.3.6, 3.4.3, 3.4.4, 4.3, 4.4, 4.7, 4.8, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, 10.5.4, 10.5.5, 11.4, 15.4, and 26.2.2 shall be as set forth in such provisions (without prejudice to any resulting termination right expressly referenced within, or in respect of, any of the foregoing provisions), respectively; provided, however, that any termination remedy and corresponding payment shall not affect the payment of any other amounts accrued in respect of other obligations prior to the date of such termination.”.
13 : Insertion of Clause 15.9 and Clause 15.10 – Express Remedies and Remedies in Contract The Parties agree to insert Clause 15.9 to read as follows: “15.9 Express Remedies The Parties agree that Clause 15.6 shall not impair a Party’s obligation to pay the amounts specified in, or the validity of the limitations imposed by Clauses 2.4.3, 2.9.5, 3.3.6, 3.4.3, 3.4.4, 4.3, 4.4, 4.7, 4.8, 5.4.6, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, 10.5.4, 10.5.5, 11.4, 15.4, and 26.2.2. Neither Party shall have a right to make a claim for actual damages (whether direct or indirect) or other non-specified damages under any circumstances for which an express remedy or measure of damages is provided in this Charter.” The Parties agree to insert Clause 15.10 to read as follows: “15.10 Remedies in Contract Except with respect to claims for injunctive relief under Clause 21.4, a Party’s sole remedy against the other Party for non-performance or breach of this Charter or for any other claim of whatsoever nature arising out of or in relation to this Charter shall be in contract and no Party shall be liable to another Party (or its Affiliates and contractors and their respective members, directors, officers, employees and agents) in respect of any Loss suffered or claims which arise out of, under or in any claim in equity, any alleged breach of statutory duty or tortious act or omission (including negligence) or otherwise.”. : Amendment to Clause 17.1.3 – Credit Support. The Parties agree to amend and restate Clause 17.1.3 of the Amended Bareboat Charter in its entirety to read as follows: “17.1.3 The Parties agree, in regards to any Guarantee to be provided under Clause 17.1.1, as of the Effective Date: (i) Golar LNG Limited shall provide the initial Guarantee on behalf of Owner pursuant to Clause 17.1.1 and shall, subject to a permitted assignment, transfer, or novation by Owner in accordance with Clause 18.2, remain Owner’s Guarantor until the Day that is 5 years from the Effective Date; (ii) each of [*****]Golar LNG Limited, [*****] shall provide an initial Guarantee on behalf of the Charterer pursuant to Clause 17.1.1 and shall, subject to a permitted assignment, transfer, or novation of an interest in Charterer by such Guarantor (or its Affiliate) of its interest in Charterer pursuant to the SHA and provision of a replacement Guarantee by an Acceptable Guarantor pursuant to Clause 17.1.1, remain Charterer’s Guarantor until the Day that is [*****] from the Effective Date; provided, however, that in respect of each of the above named entities, if such entity is no longer the entity that holds all or substantially all of the assets of the entities owned by the ultimate parent company and its direct and indirect subsidiaries, then the Guarantor shall replace its Guarantor with such asset-holding entity, subject to the consent of the other Party, not to be unreasonably withheld, or with an entity that meets the Acceptable Credit Rating and Financial Standing requirements.”.
14 : Amendment to Clause 21.2 – Permitted Disclosure The Parties agree to amend and restate Clause 21.2.1 of the Amended Bareboat Charter in its entirety to read as follows: “ 21.2 Permitted Disclosure 21.2.1 Notwithstanding Clause 21.1, each Party may disclose Confidential Information without the other Party’s consent to: (i) the Party’s Affiliates and shareholders, and its and their directors, officers and employees who have a specific need to know such Confidential Information in order to perform the obligations set forth under this Charter or to carry out management oversight and corporate governance obligations in relation to a Party and shall inform such individuals of the confidential nature of the Confidential Information, in each case provided that the Party’s Affiliates and shareholders and its and their directors, officers or employees are bound by an undertaking to maintain the confidentiality of such Confidential Information and on the basis that the disclosing Party shall be liable if such persons fail to so comply; (ii) advisors and consultants, including counsel, accountants and other agents of the Party or its Affiliates or shareholders who have a specific need to know such Confidential Information in order to assist such Person to perform the obligations set forth under this Charter or to advise management in relation to oversight and corporate governance obligations in relation to a Party, or otherwise to advise on the rights and obligations of a Party under this Charter and shall inform such individuals of the confidential nature of the Confidential Information; (iii) third parties on an aggregated basis to the extent such information is delivered to such third party for the sole purpose of calculating a published index; (iv) arbitrators, Experts and any court in connection with the resolution of a Dispute; (v) any bona fide intended assignees of a Party’s interests under this Charter; provided, however, that: such intended assignee has entered into a confidentiality agreement with the intended assignor incorporating terms to restrict disclosure of the Confidential Information on an “as needed” basis and solely for the purpose of the proposed assignment; a copy of that confidentiality agreement has been provided to the non-assigning Party; and such confidentiality agreement expressly states that the nonassigning Party is an intended third party beneficiary of such agreement with respect to disclosure of Confidential Information,
15 capable of independently enforcing the provisions therein protecting disclosure of such Confidential Information; (vi) accountants and/or auditors who have a need to know such Confidential Information in order to confirm, authenticate, verify or corroborate a statement or calculation (or to perform a similar task) for or on behalf of a third party; (vii) prospective Gas suppliers for the Terminal, prospective purchasers of LNG from Charterer and potential equity and debt investors in the Project; and (viii) to any Person reasonably needing to see the same in connection with any bona fide financing or offering or sale of securities by Charterer, Owner, any Affiliate or shareholder of any of Charterer or Owner, or any Affiliate of any of the shareholders of any of Charterer or Owner, or otherwise to comply with the disclosure or other requirements of financial institutions or other participants (including rating agencies) in the financing, offering or sale. The Party disclosing Confidential Information shall ensure that any Person listed in Clauses 21.2.1(ii) to 21.2.1(iv), 21.2.1(vi), 21.2.1(vii) and 21.2.1(viii) above to which it makes the disclosure provides an undertaking of confidentiality (excluding legal counsel under a professional confidentiality obligation). 21.2.2 Notwithstanding Clause 21.1 and without prejudice to Clause 21.2.1, the receiving Party may disclose Confidential Information without the disclosing Party’s prior consent to the extent that such Confidential Information is: (i) at the time of disclosure under this Charter, in the public domain or becomes public knowledge through no fault of the receiving Party; (ii) already known to the receiving Party at the time of disclosure by the disclosing Party or is lawfully obtained by the receiving Party after such disclosure other than by any other Person breaching its obligations of confidentiality to the disclosing Party; (iii) developed by the receiving Party independently of the Confidential Information received from the disclosing Party; or (iv) required to be disclosed: by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the receiving Party is bound to comply; or by the laws and regulations of any Governmental Authority with jurisdiction over the affairs of the receiving Party.
16 Notwithstanding the foregoing, in the case of Clause 21.2.2(iv), the receiving Party shall, to the extent permitted by Applicable Law, promptly notify the other Party of such requirement as soon as it becomes aware of it, and, in such a case, the Parties shall cooperate in good faith to determine if a protective order or other appropriate remedy may be sought. : Amendment to Article 22 – Lender’s Rights. The Parties agree to amend and restate Article 22 of the Amended Bareboat Charter in its entirety to read as follows: “22 Lender’s Rights 22.1 Financing Requirements The Parties each recognize that the other Party (each a “Financing Party”) may obtain financing or refinancing from one or more credit providers, including commercial banks, export credit agencies and/or through the issuance of debt securities in the capital markets to finance the development of the FLNG Vessel or Charterer’s Facilities, and in connection therewith, each such Party shall be entitled to collaterally assign its corresponding rights and obligations hereunder to its respective Lenders. In connection with any such financing or refinancing, the Party other than the Financing Party (“Non-Financing Party”), at no additional cost to the Financing Party, shall, if so requested by the Financing Party: 22.1.1 deliver to the lenders and other entities providing credit or financing to the Financing Party, provided that in the case of Owner, mortgages over the FLNG Vessel shall only be allowed if granted to Approved Mortgagees (collectively, “Lenders”) or the agent acting on behalf of the Lenders (“Lenders’ Agent”) certified copies of its corporate charter and by-laws, resolutions, incumbency certificates, legal opinions (covering authority, due organization and existence of the Non-Financing Party), financial statements, and such other items as Lenders or Lenders’ Agent may reasonably request, including but not limited to, copies of all required governmental Authorizations, approvals and permissions; 22.1.2 provide to Lenders or Lenders’ Agent, as and when reasonably requested, information, including with respect to the testing, operation and financing of the FLNG Vessel or Charterer’s Facilities, as applicable, to be provided pursuant to this Charter, and shall extend to Lenders or Lenders’ Agent reasonable access to the FLNG Vessel or Charterer’s Facilities for purposes of inspection in the same terms as those inspection rights are provided to the Financing Party; 22.1.3 notwithstanding the provisions of Clause 18, enter into, and in the case of a Guarantee, shall cause it’s Guarantor to enter into, and deliver to Lenders or Lenders’ Agent a direct agreement that (a) provides for the assignment, novation and transfer of this Charter and/or Financing Party’s rights and obligations under this Charter including the Guarantees issued for its benefit, to a nominee of Lender following a default by the Financing Party under its lending arrangement without requiring consent of the Non-Financing Party; (b) include terms that are normal and customary in corporate, vessel or project financings or refinancings of similar projects in the hydrocarbon industry; and (c) if the Non-Financing Party is the Charterer, include a customary quiet enjoyment undertaking by the Lenders that includes the right to obtain the benefits described in this Charter; provided, however, that the Non-Financing Party shall not be required to provide (or cause
17 to be provided) any guarantee or similar commitment other than the Guarantee required pursuant to Clause 17.1 in favor of the Lenders, the Financing Party or any other Person in connection with the financing; and 22.1.4 provide all information reasonably requested by Lenders or Lenders’ Agent to facilitate any such financing or refinancing. 22.2 Financing Restrictions Except as provided under Clause 22.1, or as otherwise expressly agreed in writing by Charterer or Owner, as applicable, (i) none of Owner, its personnel or its agents shall have any right, power or authority to create, incur or permit to be imposed upon the FLNG Vessel any security interest, and shall cause all unpermitted security interests to be removed within a reasonable time period, and (ii) none of Charterer, its personnel or its agents shall have any right, power or authority to create, incur or permit to be imposed upon Charterer’s Facilities any security interest, and shall cause all unpermitted security interests to be removed within a reasonable time period.”. : Amendment to Article 23 – Governing Law. The Parties agree to amend and restate Article 23 of the Amended Bareboat Charter in its entirety to read as follows: “This Charter, and all matters arising out of or relating to this Charter, shall be governed by and all disputes arising out of or relating to this Charter shall be resolved in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales.”. : Amendment to Article 24 – Dispute Resolution. The Parties agree to amend and restate Article 24 of the Amended Bareboat Charter in its entirety to read as follows: “24 Dispute Resolution 24.1 Reference to Representatives 24.1.1 If any Dispute (including a Technical Dispute) arises between the Parties, it shall first be referred, in writing, to nominated Representatives from the senior management of each Party, who shall meet and endeavor to resolve such Dispute amicably within [*****] Days of the Dispute being referred to them. Any such discussion between Representatives shall be without prejudice to any right or remedy which any relevant Party may ultimately have if such discussions do not resolve such Matter. 24.1.2 In the event that the Parties fail to resolve such Dispute amicably within [*****] Days of the Dispute being referred to the Representatives, the Dispute may be referred by either Party either to an Expert pursuant to Clause 24.2 or to arbitration pursuant to Clause 25. 24.2 Expert Determination
18 24.2.1 If the Parties do not resolve a Dispute pursuant to Clause 24.1, and if no Party has initiated an arbitration related to such Dispute under Clause 25, and if a Party wants to submit a Dispute that it believes should be treated as a Technical Dispute to an Expert pursuant to this Clause 24.2, then it shall provide Notice thereof to the other Party, and the Parties shall discuss for [*****] Days whether to treat such Dispute as a Technical Dispute to be governed by this Clause 24.2. If so agreed by both Parties, such Dispute shall be a Technical Dispute, and if not agreed by both Parties, shall not be considered a Technical Dispute and shall be resolved pursuant to Clause 25. Any Technical Dispute shall be resolved pursuant to an administered expert proceeding in accordance with the Rules for the Administration of Expert Proceedings of the ICC if the Parties are not able to agree under Clause 24.1 on a resolution to such Technical Dispute. For the avoidance of doubt, Expert determination shall not be a condition precedent to any stage of the arbitration process pursuant to Clause 25. 24.2.2 The Parties agree that the findings of the Expert shall be final and contractually binding upon them, and shall not be subject to challenge except in the case of fraud or manifest error. For the avoidance of doubt, any challenge to the Expert’s findings as permitted under this Clause 24.2.2, or any failure by a Party to comply with the Expert’s findings, shall constitute a Dispute and shall be resolved exclusively through arbitration under Clause 25. Any such challenge should be submitted to arbitration within [*****] Days from the date the Expert notifies the Parties of its determinations or findings. 24.2.3 The Parties shall cooperate fully in the expeditious conduct of such Expert determination and provide the Expert with reasonable access to facilities, Books and Records, documents, information and personnel requested by the Expert to make a fully informed decision in an expeditious manner as so directed by such Expert. 24.2.4 The Expert shall be and remain at all times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with either of the Parties concerning the Expert determination or the underlying Technical Dispute. 24.2.5 Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to comment on it. 24.2.6 The Expert shall use reasonable endeavors to resolve the Technical Dispute and submit a draft report to the ICC International Centre for ADR within [*****] Days, but no later than [*****] Days, after receiving the file from the ICC International Centre for ADR pursuant to the ICC Rules for the Administration of Expert Proceedings, taking into account the circumstances requiring an expeditious resolution of the Matter in Dispute.”. : Amendment to Article 25 – Arbitration. The Parties agree to amend and restate Article 25 of the Amended Bareboat Charter in its entirety to read as follows: “25 Arbitration 25.1 General Subject to Clause 24.1, and except as provided in Clause 24.2 with respect to Technical Disputes, all Disputes shall be settled by arbitration in accordance with the ICC Rules.
19 25.2 25.2 Constitution of the Arbitral Tribunal The arbitral tribunal shall be composed of three arbitrators. One arbitrator shall be nominated by the claimant in its request for arbitration. The second arbitrator shall be nominated by the respondent within [*****] of its receipt of the request for arbitration. The third arbitrator, who shall be the president of the tribunal, shall be jointly nominated by the two other arbitrators within [*****] of the nomination of the second arbitrator. If any arbitrator is not nominated within these time periods, the ICC Court shall appoint such arbitrator(s). The parties to the arbitration may confer with the two party-nominated arbitrators with respect to the nomination of the president. If there are multiple claimants or multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall each nominate one arbitrator. In the absence of a joint nomination and where all parties are unable to agree to a method for the constitution of the arbitral tribunal, the ICC Court shall appoint each member of the arbitral tribunal and shall designate one of them to act as president. 25.3 Place of the Arbitration The place of the arbitration shall be Paris, France. 25.4 Language The arbitration shall be conducted in the English language, but documents and testimony may be submitted in Spanish if accompanied by translation. 25.5 Consolidation The Parties agree and consent to the consolidation of arbitrations commenced under this Charter and/or under any other Project Agreements, in accordance with the ICC Rules, and agree that Disputes may be determined in a single arbitration together with disputes arising out of or in connection with any of the Project Agreements. 25.6 Interim Measures and Provisional Remedies The arbitral tribunal is authorized to award interim measures, provisional remedies or injunctive relief, which may be enforced by a competent court of law. In the event of an emergency or if one of the arbitrators is unavailable, then the presiding arbitrator is authorized to award interim measures or injunctive relief, which may upon the request of a party be reviewed by the entire arbitral tribunal. 25.7 Limitations on Arbitral Tribunal and Arbitration Proceedings The arbitral tribunal shall not be empowered to award punitive, exemplary, treble, multiple, indirect, or special damages, and the Parties waive any right they may have to recover such damages from one another. The arbitral tribunal shall not be empowered to decide any Dispute ex aequo et bono or assume the powers of an amiable compositeur. 25.8 Specific Performance
20 The Parties agree that money damages alone may not be a sufficient remedy for any breach of this Charter. Therefore, the Parties agree that the arbitral tribunal is authorized to award specific performance and injunctive relief for any breach of this Charter, including in respect of interim relief prior to a final award. 25.9 Award The award shall be final and binding. The award shall be required to be in writing and shall state the reasons therefor. Any action to set aside the award must be brought in the French courts, and the Parties agree to waive any objections they may have based on lack of personal jurisdiction, improper venue, or forum non conveniens, for the exclusive purpose of any action brought to challenge the award in that jurisdiction. 25.10 Enforcement of Award by a Court Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction (including but not limited to any jurisdiction in which a Party holds or keeps assets), and the Parties agree to waive any objections they may have based on lack of personal jurisdiction, improper venue, or forum non conveniens, for the exclusive purpose of any action brought to enforce the award in any of those courts. 25.11 Costs and Attorney’s Fees The arbitral tribunal is authorized to award costs of the arbitration in its award and to allocate costs between the Parties, including (i) the fees and expenses of the arbitrators; (ii) the costs of assistance required by the tribunal, including Experts; (iii) the fees and expenses of the ICC; (iv) the reasonable costs for legal representation of a successful Party, including attorney’s fees, expert witness fees, out of pocket costs and other expenses; and (v) any such costs incurred in connection with an application for interim or emergency measures. 25.13 Interest The award shall include pre-award interest at a rate to be determined by the arbitral tribunal from the date of the breach or default. Interest shall accrue until the date the award is paid in full. 25.13 Payment of the Award The award (including any interim award) shall be paid within [*****] Days of the issuance of the award in immediately available funds, free and clear of any liens, Taxes or other deductions. The award shall be paid in the currency for payments under this Charter. 25.14 Confidentiality The existence of the arbitration, as well as any documents or information relating to (and including) any arbitration orders or awards, documents exchanged or produced during an arbitration proceeding, Expert reports, witness statements and testimony, and memorials, briefs or other documents prepared for the arbitration or settlement of a Dispute shall be confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants, and expert witnesses, to any non-party except the tribunal, the Parties’
21 counsel, Experts, witnesses, accountants and auditors, insurers and reinsurers, the Charterer’s shareholders and Affiliates, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information under this Clause 25.14 (i) in a bona fide legal proceeding to enforce rights or challenge an award under this Clause 25, (ii) in response to a subpoena or legal process (in which case such Party shall, to the extent permitted by Applicable Law, promptly notify the other Party of such requirement upon learning of it, and, in such a case, the Parties shall cooperate in good faith to determine if a protective order or other appropriate remedy may be sought), (iii) by agreement of all the parties to the arbitration, or (iv) as required by law. A breach of this Clause 25.14 shall not void any settlement or award. The Parties do not consent to the publication of any award made pursuant to this Clause 25.” : Amendment to Clause 26 – Sanctions. The Parties agree to amend and restate Clause 26 of the Amended Bareboat Charter in its entirety to read as follows: “26 Sanctions 26.1 Operation of the FLNG Vessel and Sanctions 26.1.1 Neither Party shall be obliged to (i) make available the FLNG Vessel or (ii) comply with any orders for the employment of the FLNG Vessel in any carriage or trade, or on a voyage, which would result in a violation of, be inconsistent with, or expose any Party to punitive measures under Sanctions Laws. 26.1.2 If the FLNG Vessel is operating and such operation is in violation of, is inconsistent with, or exposes any Party to punitive measures under Sanctions Laws, each Party shall have the right to require the cessation of such operations. 26.1.3 Subject to Clause 26.2 below, any time during which the FLNG Vessel ceases to be at the disposal of Charterer by reason of this Clause 26.1 shall be considered an event of Force Majeure in accordance with Clause 11 hereof. 26.2 Non-Compliant Parties 26.2.1 Each of Owner and Charterer respectively warrant for itself and their respective Affiliates that at the date of this Charter, and for the duration of the Charter: (i) it is in compliance with Sanctions Laws; (ii) it is not a Restricted Party; and (iii) it is not subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority. 26.2.2 If at any time during the performance of this Charter either Party becomes aware that such Party (the “Non-Compliant Party”) would be in breach of the warranties in Clause 26.2.1: (i) the Non-Compliant Party shall give notice to the other Party (a “Sanctions Warranty Notice”);
22 (ii) if such breach would cause performance of the obligations under this Charter to result in a violation of, be inconsistent with, or expose the other Party to punitive measures under Sanctions Laws, from the date of the Sanctions Warranty Notice, performance of the obligations of Owner and Charterer under this Charter shall be suspended without liability of either Party unless and until performance is no longer in violation of, inconsistent with, or exposing the other Party to punitive measures under Sanctions Laws or resumes in accordance with Clause 26.2.2(iv) or this Charter is terminated pursuant to Clause 26.2.2(v); (iii) if Owner is the Non-Compliant Party and such suspension takes place after the Commercial Start Date, such period of suspension shall count as unavailability and no Hire shall be payable to Owner. If Charterer is the Non-Compliant Party, Charterer shall continue to be obliged to pay Hire during the period of suspension subject to FLNG Vessel’s availability under this Charter and such payment of Hire, and its receipt by Owner, not being in breach of Sanctions Laws. When performance of the obligations under this Charter is in violation of, inconsistent with, or exposing the other Party to punitive measures under Sanctions Laws due to a breach of the warranties in Clause 26.2.1 and remains so for a period of [*****] Days or more after delivery of the Sanctions Warranty Notice, the non- breaching Party shall be entitled to terminate this Charter with immediate effect by sending written notice thereof to the Non-Compliant Party; (iv) Owner and Charterer shall use reasonable endeavors to apply for and obtain any applicable license or Authorization which will enable the Parties to resume performance of this Charter notwithstanding the circumstances giving rise to the operation of this Clause 26.2 and upon the obtaining of such license or Authorization performance of the obligations of Owner and Charterer under this Charter, including payment of Hire, shall resume; and (v) if no license or Authorization as referred to in Clause 26.2.2(iv) is obtained within [*****] Days of the Sanctions Warranty Notice referred to in Clause 26.2.2(i) or at any earlier time the Party which is the Non-Compliant Party can show that there is no reasonable prospect of any such license or Authorization being obtained, either Party may terminate this Charter by notice to the other Party. 26.2.3 Notwithstanding anything in this Clause 26 to the contrary, Owner or Charterer shall not be required to do anything, which is in violation of, inconsistent with, or exposes the Party to punitive measures under Sanctions Laws.”. : Amendment to Clause 27.6 – Liquidated Damages. The Parties agree to amend and restate Clause 27.6 of the Amended Bareboat Charter in its entirety to read as follows: “The Parties agree that it would be impracticable to determine accurately the extent of the Loss that either Party would have in the circumstances described in Clauses 2.4.3, 2.9.5, 3.4.3, last paragraph of 4.3, last paragraph of 4.4, 4.7, 5.4.6, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, and 26.2.2. Accordingly, the Parties have estimated and agreed in advance that the sole liability, and exclusive remedy for such cases in which liquidated damages or reductions of the Monthly Hire Fee have been agreed upon shall be provided in those Clauses, and neither Party shall have
23 additional liability as a result of any such circumstances. Each amount described in or determined in Clauses 2.4.3, 2.9.5, 3.4.3, last paragraph of 4.3, last paragraph of 4.4, 4.7, 5.4.6, 5.6.3, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, and 26.2.2. is intended to represent a genuine pre-estimate by the Parties as to the Loss likely to be suffered by the Party receiving the payment or benefit of such circumstance and such liquidated damages or reductions of the Monthly Hire Fee that the first Party is to provide the second Party do not constitute penalties. Each Party waives any right to claim or assert, in any arbitration or Expert determination pursuant to Clauses 24 and 25 or in any action with respect to this Charter, that any liquidated damages or reductions of the Monthly Hire Fee agreed thereunder do not represent a genuine pre-estimate by the Parties as to the Loss or damage likely to be suffered by the Party receiving the payment or benefit in each such circumstance or otherwise are not valid and enforceable damages.”. : Amendment to Clause 27.10 – Waiver of Immunity. The Parties agree to amend and restate Clause 27.10 of the Amended Bareboat Charter in its entirety to read as follows: “27.10 Waiver of Immunity 27.10.1 Each Party acknowledges that the other Party is a private entity, acting on its own behalf, and a separate entity from its shareholders. Notwithstanding the foregoing, each Party (to the fullest extent permitted by law) irrevocably and unconditionally: (i) agrees not to claim any immunity that it may have, and agrees to ensure that no such claim of immunity is made on its behalf, in the context of any proceedings brought pursuant to Clause 25 hereof or any proceedings in court in furtherance thereof, including any proceedings to enforce any arbitral award resulting from arbitral proceedings undertaken pursuant to Clause 25 of this Charter; and (ii) waives any immunity objection which it may now or hereafter have before the courts of any jurisdiction in which any award rendered by an arbitral tribunal constituted under the Charter may be enforced. 27.10.2 To the extent that a Party or any of its revenues, assets or properties shall be entitled to any sovereign or other immunity from suit, from jurisdiction, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any jurisdiction there shall be attributed such an immunity, such Party irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction, exclusively with respect to any proceeding relating to enforcement of the arbitration provisions set forth in Clause 25, or any award made thereunder, at any time brought against such Party or any of its revenues, assets or properties. 27.10.3 All waivers of immunity contained in this Clause 27.10 are strictly limited to proceedings brought pursuant to Clause 25 hereof and any proceedings in court in furtherance thereof, including any proceedings to enforce any arbitral award resulting from arbitral proceedings undertaken pursuant to Clause 25 of this Charter. Nothing in this Clause 27.10 shall be construed as a general waiver of immunity or of objections to jurisdiction by any Party in respect of any claim, dispute, or proceeding (including enforcement proceedings) before a court, tribunal or other forum, that is unrelated to or falls outside the scope of this Charter.”.
24 : Amendment to Clause 27.15.20 – Interpretation. The Parties agree to amend Clause 27.15.20 of the Amended Bareboat Charter by deleting it in its entirety. : Amendment to Clause 27.23 – Counterpart Execution. The Parties agree to amend Clause 27.23 of the Amended Bareboat Charter by deleting it in its entirety. : Omnibus Amendments to Multiple Defined Terms and Clauses. The Parties agree to amend and restate and insert in their entirety the defined terms and clauses in the Amended Bareboat Charter with the corresponding defined terms and clauses in the MKII BBCA as set forth in the table below, mutatis mutandis, as if such defined terms and clauses had originally been provided in the Amended Bareboat Charter. The Parties further agree that the Amended Bareboat Charter shall be deemed to have been further amended in such other defined terms and clauses that require technical or conforming changes in order to conform with and incorporate the amendments to the Amended Bareboat Charter that are hereby established pursuant to this Seventh Addendum. Defined Term or Clause in Amended Bareboat Charter Replaced with or based on Defined Term or Clause in MKII BBCA Insertion of new defined term: Actual Retainage Actual Retainage Insertion of new defined term: Capacity Unavailability Capacity Unavailability Charterer’s Facilities Charterer’s Facilities Charterer’s Representatives Charterer’s Representatives Interconnecting Pipeline Interconnecting Pipeline Liabilities Liabilities Liquefaction Equipment Liquefaction Equipment Person Person Pilot Pilot Redeployment Redeployment 4.5 4.6 15.5.2(iii) 15.5.2(iii) 27.8 27.8 27.16.2 27.16.2
25 : Amendment to Exhibit A. The Parties agree to amend and restate Exhibit A of the Amended Bareboat Charter in its entirety by replacing it with Exhibit A attached hereto. : Amendment to Exhibit B. The Parties agree that the reference to “Month M-1” in Exhibit B is deemed to be deleted; The Parties agree to replace the phrase “shall be deemed a Dispute and shall be subject to Expert determination under this Charter.” in Exhibit B with the phrase “shall be deemed a Dispute and may be subject to Expert determination under this Charter provided that the Parties agree to treat such Dispute as a Technical Dispute in accordance with Clause 24.2.”; and The Parties agree to replace the phrase “Until such Expert determination is finalized” in Exhibit B with the phrase “Until such Expert determination or, if the Parties do not agree to submit such Dispute to an expert as a Technical Dispute in accordance with Clause 24.2, arbitration is finalized”. : Amendment to Exhibit D-1. The Parties agree to amend and restate Exhibit D-1 of the Amended Bareboat Charter in its entirety by replacing it with Exhibit D-1 attached hereto. : Amendment to Exhibit D-2. The Parties agree to amend and restate Exhibit D-2 of the Amended Bareboat Charter in its entirety by replacing it with Exhibit D-2 attached hereto. : Amendment to Exhibit G The Parties agree to amend and restate Exhibit G of the Amended Bareboat Charter in its entirety by replacing it with Exhibit G attached hereto. : Amendment to Exhibit H. The Parties agree to (a) delete from item (iv) of Exhibit H of the Amended Bareboat Charter the phrase “(including war risk coverage, if agreed),” and item (v) is also deemed to be deleted in its entirety and (b) insert a new item (viii) as follows: “(viii) All of the policies described above shall be delivered from Owner to Charterer no later than [*****] Days after the inception of such policies.”. : Continuing Effect. The provisions of the Amended Bareboat Charter (as amended by the Amendments) not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable.
26 : Definitions. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in of the Amended Bareboat Charter. : Condition Subsequent. If the Effective Date occurs under the Amended Bareboat Charter but the “Effective Date” pursuant to and as defined in the MKII Bareboat Charter does not occur thereunder by the CP Deadline as defined under the MKII Bareboat Charter (as the same may be extended in accordance with its terms), then the following terms of the Amended Bareboat Charter, prior to its amendment pursuant to this Seventh Addendum, shall again apply in full force and effect and this Seventh Addendum shall otherwise be deemed to be null and void without any legal effect exclusively in respect of said terms: (a) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendments to the definition of “Acceptable Credit Rating and Financial Standing); (b) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendments to the definition of “Availability Notice”); (c) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendments to the definitions of “CPIy,” “CPI0,” and “CPI Adjustment”); (d) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendments to the definitions of “Departure Notice”); (e) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendments to the definitions of “LNG Reference Price”); (f) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendment to the definition of “Permitted Liens”); (g) Article 1: Amendments to Clause 1 – Definitions (solely in respect of the amendment to the definition of “Specified Change in Law”, except that the reference to Taxes therein shall be maintained); (h) Article 7: Amendment to Clause 3.4.4 – Change in Law; (i) Article 9: Amendment to Clause 4.2.10 and “LDOD” – Termination for Owner Default; (j) Article 10: Amendment to Clause 4.3.1 – Termination for Charterer Default; (k) Article 12: Amendment to Last Sentence of Clause 4.3 – Termination for Charterer Default (such amendment shall be deemed to not have occurred); (l) Article 13: Amendment to Clause 4.6 – Termination for Convenience (such amendment shall be deemed to not have occurred); (m) Article 15: Amendment to Clause 5.3.5 – Availability Notice; (n) Article 17: Amendment to Clause 5.5.3 – Performance Test and Certificate of Acceptance; (o) Article 19: Amendment to Clause 6.1.1 – Monthly Hire Fee; (p) Article 20: Amendment to first sentence of Clause 6.2.1 – Incremental Costs; and
27 (q) Article 41: Amendment to Exhibit A.
EXHIBIT A ANNUAL ADJUSTMENT Adjustment to Monthly Hire Fee Definitions: “Annual Available Capacity”: means the LNG production capacity made available at the FLNG Vessel (whether utilized or not) during the relevant Contract Year (x). “Annual Credit”: means, any amount to be credited to the Adjustment Account, as calculated annually, according to this Exhibit A. “Annual Debit”: means, any amount to be debited against any positive balance in the Adjustment Account, as calculated annually, according to this Exhibit A. “Annual Reconciliation Process”: has the meaning set forth in Clause 7(b) below. “Adjustment Account Price Trigger” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). “Maximum Annual Credit” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year. “Maximum Annual Debit” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). “Maximum Aggregate Credit Amount” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). “Price Floor” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). (1) Owner shall maintain for Charterer an annual notional account (the “Adjustment Account”), for the purpose of accounting and recording potential credits for Charterer that may be realized as setoffs to applicable Monthly Hire and potential debits for Owner that may be realized as additional payments by Charterer to Owner that will increase the applicable Monthly Hire payments. (2) In any given Contract Year (x), Owner shall credit the Adjustment Account as follows, if the Annual FOB LNG Price: i) is equal to or higher than the Adjustment Account Price Trigger, [*****]; ii) is lower than the Adjustment Account Price Trigger, an amount calculated as follows: [*****] In respect of a Contract Year (y), any Annual Credit accrued for a prior Contract Year, as reflected in the Annual Reconciliation Process, shall be credited as a set-off to the Monthly Hire payments in such Contract Year (y) as described in Clause (7) below.
2 Documento: YPF-Privado (3) If, in any given Contract Year (x): (i) the Annual FOB LNG Price is higher than the Adjustment Account Price Trigger; and (ii) the Adjustment Account has a positive balance at the time of such calculation, then Owner shall debit the Adjustment Account for the Annual Debit, as determined as follows: Annual Debit = the lowest of: [*****] For the avoidance of doubt, the repayment mechanism outlined in this Clause 3 of this Exhibit A, shall be in addition to the Variable Component set out in Clause 6.1.2 of this Charter. In respect of a Contract Year (y), Charterer shall pay Owner during such Contract Year (y), in addition to the Monthly Hire payment otherwise due, an amount equal to any Annual Debit for the prior Contract Year reflected in the Annual Reconciliation Process, as an additional amount of Monthly Hire payments for such Contract Year (y) as described in Clause (7) below. (4) In no circumstances shall the Adjustment Account balance exceed the Maximum Aggregate Credit Amount, and any credits that would otherwise be generated by Clause 2 of this Exhibit A that, if added to the Adjustment Account, would make it surpass the Maximum Aggregate Credit Amount, shall be considered void and with no effect under this Exhibit A. Additionally, in no circumstances shall the Adjustment Account have a negative balance, and any debits that would otherwise be generated by Clause 3 of this Exhibit A in any Contract Year that, if debited from the Adjustment Account, would produce a negative balance, shall be considered void and with no effect under this Exhibit A. (5) Any positive balance in the Adjustment Account at the end of any Contract Year shall be carried forward to the following Contract Years. (6) If, Charterer terminates this Charter in accordance with Clause 4.6, and the Adjustment Account has a positive balance, Charterer shall pay to Owner, on the Day of such termination, an amount equal to such positive balance, in addition to any other payment owed pursuant to this Charter. Notwithstanding the foregoing, if this Charter is terminated for any other reason or otherwise expires in accordance with its terms, neither Party shall be liable to the other for payment for any remaining balance in the Adjustment Account. (7) Commencing in the second Contract Year; a. within five (5) Days of the beginning of each Contract Year (the “Contract Year (y)”), Charterer shall provide Owner with a notice setting out the Annual FOB LNG Price of the previous Contract Year (the “Contract Year (x)”) documenting Charterer’s calculation of such Annual FOB LNG Price.
3 Documento: YPF-Privado b. within ten (10) Days after receiving Charterer’s notice setting out the Annual FOB LNG Price Owner shall provide Charterer with a notice setting out (i) the starting balance of the Adjustment Account as of such date, (ii) any Annual Credits or Annual Debits to be applied to such Adjustment Account in respect of the Contract Year (x), (iii) the corresponding set-off credit amounts to be applied by Charterer during the current Contract Year (y) to reduce the applicable Monthly Hire Payments or the additional payments to be made by Charterer to Owner during the current Contract Year (y) that will increase the applicable Monthly Hire payments, and (iv) the resulting Adjustment Account balance following such credits and debits (“Annual Reconciliation Process”); provided, however, that the foregoing reductions and increases to Monthly Hire payments shall not be taken into consideration for purposes of any calculation of a CUQ Credit pursuant to Clause 10.1.4. (8) Any aggregate set-offs to the amount of the Monthly Hire Fee to be applied for the benefit of Charterer in respect of any Annual Credit, and any aggregate payments to be made by Charterer to Owner of additional Monthly Hire payments in respect of any Annual Debits, each as determined for a Contract Year pursuant to the Annual Reconciliation Process for that Contract Year, shall be applied ratably to each Month during such Contract Year(for each Month, the “Monthly Annual Adjustment”). (9) The balance of the Adjustment Account shall be multiplied by the relevant CPI Adjustment for the relevant Contract Year.
EXHIBIT D-1 FORM OF GUARANTEE (OWNER) [DATE], 2025 [Guarantor] [Address] Ref.: Offer No. Guarantee Owner 01/2025 Ladies and Gentlemen: SOUTHERN ENERGY S.A., a corporation (sociedad anónima) organized and existing under the laws of Argentina (“Charterer”), as a result of previous negotiations, hereby offer (the “Offer”) to [GUARANTOR], a [●] organized and existing under the laws of [●] (“Guarantor” and collectively with the Charterer, the “Parties”), the opportunity to enter into an guarantee agreement on the terms and conditions set out in, and in the form of, Annex II attached hereto (the “Agreement”). FIRST: In consideration of the premises, representations and warranties and mutual covenants contained in Annex II attached hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Charterer hereby agrees that the Offer shall be held open and remain irrevocable until [●], 2025 (the “Expiration Date”). SECOND: The Offer shall be considered accepted by the Guarantor only if, on or prior to the Expiration Date, the Charterer receives from the Guarantor a written notice, in the form of Annex I attached hereto, informing the Charterer the names of the representatives of the Guarantor, who will be coordinating the actions of the Guarantor as applicable, in respect to the Offer (the “Notice”), it being understood that the Offer may be accepted or rejected by the Guarantor only in its entirety. THIRD: Unless and until a Notice is received by the Charterer from the Guarantor, the Agreement shall not be valid or binding and shall not constitute an enforceable agreement among any of the Parties, and unless a Notice is received by the Charterer from the Guarantor on or prior to the Expiration Date, the Offer shall be deemed revoked and may no longer be accepted by the Guarantor, even if the Charterer does not revoke it expressly. FOURTH: If, on or prior to the Expiration Date, the Charterer receives from the Guarantor a Notice that has been executed on behalf of the Guarantor by a person with the authority to bind them, then as among the Charterer and the Guarantor the Agreement shall become effective on the terms and conditions set forth in Annex II, and the Agreement shall be valid, binding, effective and enforceable with respect to each and all of the Parties, and each and all of them shall become parties to the Agreement as if each of them had executed and delivered the same. The Agreement shall be deemed entered into as of the date on which the Owner has received a Notice from the
2 Guarantor as indicated above (the “Acceptance Date”). The Charterer shall acknowledge receipt of the Notices through a written receipt. [Signature pages follow]
3 Sincerely yours, SOUTHERN ENERGY S.A. Name: [●] Title: [●]
ANNEX I NOTICE City of Buenos Aires, Argentina [____], 2025 [●] [●] Ref.: Offer No. Guarantee Owner 01/2025 Ladies and Gentlemen, In relation to the Offer No. Guarantee Charterer 01/2025, dated [●], 2025 (the “Offer”), we hereby inform you of the name of the representative of [●] who will be coordinating the actions arising from the Offer: Name: [●] Email: [●] Sincerely yours, [●] Name: [____] Title: [____]
ANNEX II TERMS AND CONDITIONS OF GUARANTEE (Owner) WHEREAS In consideration of Golar Hilli Corporation (“Owner”) having entered into the bareboat charter dated [ ] with Charterer (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Charterer accepting this guarantee on the terms set out below (the “Guarantee”), subject to clauses 2 and 3 below, as a guarantee for all money, obligations or liabilities due, owing or incurred to Charterer by Owner under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Maximum Guaranteed Amount” means [*****]. and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2 and 3 below, subject also to the Maximum Guaranteed Amount, and from and after the date hereof, Guarantor, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably: (a) guarantees to Charterer and its legal successors and permitted assignees, the full and punctual performance by Owner of the Guaranteed Obligations; and (b) undertakes that if Owner defaults on making any payment of any undisputed and due amounts owed by Owner under the Charter, Guarantor will, upon receiving a demand from Charterer in accordance with the terms of this Guarantee, promptly meet such obligation as if it was the principal obligor; and (c) agrees with Charterer that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify Charterer immediately on demand against any cost, loss or liability it incurs as a result of Owner not paying any amount of any undisputed and due amounts owed by Owner under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee.
2. Notwithstanding anything to the contrary in this Guarantee or any other agreement or any applicable law, Charterer shall not be entitled to make any claim or claims under this Guarantee in aggregate in excess of the Maximum Guaranteed Amount (and any such claim shall be invalid), and the aggregate liability of the Guarantor under or in connection with this Guarantee (including, for the avoidance of doubt, any obligation to make payments in respect of the Guaranteed Obligations, any indemnification obligation under this Guarantee or any other claim arising out of, relating to, or connected with this Guarantee, howsoever arising, whether in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation or otherwise), for any claim or claims (whether concurrent or separate), or in connection with any claim or claims (whether concurrent or separate), shall not exceed the Maximum Guaranteed Amount, regardless of when claims are made, whether multiple claims are accumulated or made individually and/or sequentially. 3. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of Charterer, Guarantor or any other person; provided that any such change, modification, addition or other action does not result in any change to the Maximum Guaranteed Amount. 5. If any discharge, release or arrangement (whether in respect of the obligations of Owner or otherwise) is made by Charterer in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 6. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or partial discharge and shall be additional to and not in substitution for any other guarantee or security from time to time held by Charterer. 7. This Guarantee shall remain in full force (the “Guarantee Period”) until the earliest of (i) discharge in full of the Guaranteed Obligations (ii) payment by the Guarantor of the Maximum Guaranteed Amount
under this Guarantee and (iii) replacement of this Guarantee or this Guarantee no longer being required in accordance with Clause 17.1 of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 8. During the Guarantee Period, unless Charterer otherwise agrees, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Owner; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Charterer under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (c) to bring legal or other proceedings for an order requiring Owner to make any payment, or perform any obligation under the Charter, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (d) to exercise any right of set-off against Owner in relation to this Guarantee or the Charter; and/or (e) to claim or prove as a creditor of Owner in relation to this Guarantee or the Charter in competition with Charterer. 9. Guarantor undertakes to Charterer that it has not taken and will not take any security from Owner in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Owner in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Charterer so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter, or (if earlier) until the end of the Guarantee Period. 10. The Guarantor represents and warrants to Charterer on the date of this Guarantee, and solely with respect to subclauses (a), (b), (e), (g) and (h) below, on each Day that any of the Guaranteed Obligations are outstanding that: (a) it is a [limited liability corporation], duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee;
(b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution and delivery of this Guarantee does not conflict with any law or regulation applicable to it, or any provision of its constitutional documents and all governmental or other consents required for such execution and delivery are in full force and effect; (d) the execution and delivery of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation; (h) except as disclosed in its publicly available securities filings, there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect;
(j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 11. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 12. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 13. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this clause 13, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including: (a) any time, waiver or consent granted to, or composition with, Owner or other person; (b) the release of Owner or any other person under the terms of any composition or arrangement with any creditor; (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, Owner 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security;
(e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings of Owner. 14. Without prejudice to the generality of clause 15, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing; provided that for the avoidance of doubt, in no case shall Charterer be entitled to claim for (and the aggregate liability of the Guarantor and maximum aggregate amount of funds that may be paid by Guarantor under this Guarantee shall not exceed) the Maximum Guaranteed Amount. 15. Notwithstanding anything to the contrary in this or any other agreement or applicable law, but without limiting Clause 1(c), Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Charterer than that of Owner under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Owner pursuant to or arising from the Charter. 16. The Guarantor waives any right it may have of first requiring Charterer or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary. 17. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales. 18. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be submitted to the International Chamber of Commerce (“ICC”) and conducted in accordance with its Arbitration Rules (the “ICC Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.15 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 19. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (a) Guarantor:
Address: [ ] Attention: [ ] (b) Charterer: Southern Energy S.A. Av. Leandro N. Alem 1180, 9th floor, Ciudad Autónoma de Buenos Aires, C1001AAT, Argentina Attention: Chairman of the Board of Directors Email: [●] 20. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Charterer, its successors and permitted assigns. 21. This Guarantee 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 Guarantee. 22. The Contracts (Rights of Third Parties) Act 1999 (the “Contracts Act”) shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under the Contracts Act against the parties to this Guarantee by any other person. 23. Charterer may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Charterer in connection with the Charter. Charterer shall promptly provide notice to Guarantor of any such assignment by way of security. 24. No variation or amendment of this Guarantee shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Guarantee. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Guarantee, nor shall it affect any rights or obligations under or pursuant to this Guarantee which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Guarantee shall remain in full force and effect except and only to the extent that they are varied or amended.
Documento: YPF-Privado Documento: YPF-Privado EXHIBIT D-2 FORM OF GUARANTEE (CHARTERER) [DATE], 2025 [Guarantor] [Address] Ref.: Offer No. Guarantee Charterer 01/2025 Ladies and Gentlemen: GOLAR HILLI CORPORATION, a corporation organized and existing under the laws of the Marshall Islands (“Owner”), as a result of previous negotiations, hereby offer (the “Offer”) to [GUARANTOR], a corporation (sociedad anónima) organized and existing under the laws of [*] (“Guarantor” and collectively with the Owner, the “Parties”), the opportunity to enter into an guarantee agreement on the terms and conditions set out in, and in the form of, Annex II attached hereto (the “Agreement”). FIRST: In consideration of the premises, representations and warranties and mutual covenants contained in Annex II attached hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner hereby agrees that the Offer shall be held open and remain irrevocable until [●], 2025 (the “Expiration Date”). SECOND: The Offer shall be considered accepted by the Guarantor only if, on or prior to the Expiration Date, the Owner receives from the Guarantor a written notice, in the form of Annex I attached hereto, informing the Owner the names of the representatives of the Guarantor, who will be coordinating the actions of the Guarantor as applicable, in respect to the Offer (the “Notice”), it being understood that the Offer may be accepted or rejected by the Guarantor only in its entirety. THIRD: Unless and until a Notice is received by the Owner from the Guarantor, the Agreement shall not be valid or binding and shall not constitute an enforceable agreement among any of the Parties, and unless a Notice is received by the Owner from the Guarantor on or prior to the Expiration Date, the Offer shall be deemed revoked and may no longer be accepted by the Guarantor, even if the Owner does not revoke it expressly. FOURTH: If, on or prior to the Expiration Date, the Owner receives from the Guarantor a Notice that has been executed on behalf of the Guarantor by a person with the authority to bind them, then as among the Owner and the Guarantor the Agreement shall become effective on the terms and conditions set forth in Annex II, and the Agreement shall be valid, binding, effective and enforceable with respect to each and all of the Parties, and each and all of them shall become parties to the Agreement as if each of them had executed and delivered the same. The Agreement shall be deemed entered into as of the date on which the Owner has received a Notice from the Guarantor as indicated above (the “Acceptance Date”). The Owner shall acknowledge receipt of the Notices through a written receipt. [Signature pages follow]
Sincerely yours, GOLAR HILLI CORPORATION Name: [●] Title: [●]
ANNEX I NOTICE City of Buenos Aires, Argentina [____], 2025 [●] [●] Ref.: Offer No. Guarantee Charterer 01/2025 Ladies and Gentlemen, In relation to the Offer No. Guarantee Charterer 01/2025, dated [●], 2025 (the “Offer”), we hereby inform you of the name of the representative of [●] who will be coordinating the actions arising from the Offer: Name: [●] Email: [●] Sincerely yours, [●] Name: [____] Title: [____]
ANNEX II TERMS AND CONDITIONS OF GUARANTEE (CHARTERER) WHEREAS In consideration of Southern Energy S.A. (“Charterer”) having entered into the bareboat charter dated [ ], 2025 with Owner (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Owner accepting this guarantee on the terms set out below (the “Guarantee”), subject to clauses 2 and 4 below, as a guarantee for all money, obligations or liabilities due, owing or incurred to Owner by Charterer under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Ownership Percentage” means the Guarantor or Guarantor Affiliate’s percentage participation in the capital stock of Charterer as at the time that any claim is made under this Guarantee; “Other Guarantor” means any other Person that pursuant to clause 17 (Credit Support) of the Charter, have granted or may in the future grant a guarantee in favour of Owner as a guarantee for the Guaranteed Obligations and any legal successors and permitted assignees in respect of such Guarantor; and “Maximum Guaranteed Amount” means, at any time, [*****] multiplied by the Guarantor’s Ownership Percentage of Charterer at the time the claim is made, and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2, 3 and 4 below, and subject also to the Maximum Guaranteed Amount, from and after the date hereof, Guarantor, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably (on a several basis): (a) guarantees to Owner and its legal successors and permitted assignees, the full and punctual performance by Charterer of the Guaranteed Obligations pro-rata to its Ownership Percentage; and (b) undertakes that if Charterer defaults on making any payment of any undisputed and due amounts owed by Charterer under the Charter, Guarantor will, upon receiving a demand from Owner in accordance with the terms of this Guarantee, promptly meet such obligation as if it was the principal obligor pro-rata to its Ownership Percentage; and (c) agrees with Owner that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation pro-rata to its Ownership
Percentage, indemnify Owner immediately on demand against any cost, loss or liability it incurs as a result of Charterer not paying any amount of any undisputed and due amounts owed by Charterer under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 2. Notwithstanding anything to the contrary in this Guarantee or any other agreement or any applicable law, Owner shall not be entitled to make any claim or claims under this Guarantee in aggregate in excess of the Maximum Guaranteed Amount (and any such claim shall be invalid), and the aggregate liability of the Guarantor under or in connection with this Guarantee (including, for the avoidance of doubt, any obligation to make payments in respect of the Guaranteed Obligations, any indemnification obligation under this Guarantee or any other claim arising out of, relating to, or connected with this Guarantee, howsoever arising, whether in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation or otherwise), for any claim or claims (whether concurrent or separate) or in connection with any claim or claims (whether concurrent or separate), shall not exceed the Maximum Guaranteed Amount, regardless of when claims are made, whether multiple claims are accumulated or made individually and/or sequentially. The obligations of the Guarantor under this Guarantee are several in respect of the obligations of each Other Guarantor under any other guarantee provided by such Other Guarantor. 3. Owner may only make a claim or demand under this Guarantee if it makes a pro-rata claim or demand under each other guarantee provided by each Other Guarantor in favour of Owner pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 5. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of Charterer, Guarantor or any other person; provided that any such change, modification, addition or other action does not result in any change to the Maximum Guaranteed Amount. 6. If any discharge, release or arrangement (whether in respect of the obligations of Charterer or otherwise) is made by Owner in whole or in part on the basis of any payment, security or other
disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 7. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or partial discharge and shall be additional to and not in substitution for any other guarantee or security from time to time held by Owner. 8. This Guarantee shall remain in full force (the “Guarantee Period”) until the earliest of (i) discharge in full of the Guaranteed Obligations (ii) payment by the Guarantor of the Maximum Guaranteed Amount under this Guarantee (iii) the Guarantor ceasing to have any Ownership Percentage in the Charterer and an Other Guarantor has provided a replacement Guarantee in substitution of this Guarantee and (iv) replacement of this Guarantee or this Guarantee no longer being required in accordance with Clause 17.1 of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 9. During the Guarantee Period, unless Owner otherwise agrees, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Charterer; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Owner under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (c) to bring legal or other proceedings for an order requiring Charterer to make any payment, or perform any obligation under the Charter, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (d) to exercise any right of set-off against Charterer in relation to this Guarantee or the Charter; and/or (e) to claim or prove as a creditor of Charterer in relation to this Guarantee or the Charter in competition with Owner.
10. Guarantor undertakes to Owner that it has not taken and will not take any security from Charterer in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Charterer in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Owner so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter, or (if earlier) until the end of the Guarantee Period. 11. The Guarantor represents and warrants to Owner on the date of this Guarantee, and solely with respect to subclauses (a), (b), (e), (g) and (h) below on each Day that any of the Guaranteed Obligations are outstanding, that: (a) it is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee; (b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution and delivery of this Guarantee does not conflict with any law or regulation applicable to it, or any provision of its constitutional documents, and all governmental or other consents required for such execution and delivery are in full force and effect; (d) the execution and delivery of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations under this Guarantee are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create, any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation;
(h) except as disclosed in its publicly available securities filings, there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; (j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 12. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 13. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 14. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this clause 14, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including: (a) any time, waiver or consent granted to, or composition with, Charterer or other person;
(b) the release of Charterer or any other person under the terms of any composition or arrangement with any creditor; (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, Charterer 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security; (e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings of Charterer. 15. Without prejudice to the generality of clause 16, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing; provided that for the avoidance of doubt, in no case shall Owner be entitled to claim for (and the aggregate liability of the Guarantor and maximum aggregate amount of funds that may be paid by Guarantor under this Guarantee shall not exceed) the Maximum Guaranteed Amount. 16. Notwithstanding anything to the contrary in this or any other agreement or applicable law, but without limiting Clause 1(c), Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Owner than, pro rata to its Ownership Percentage, that of Charterer under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Charterer pursuant to or arising from the Charter. 17. Subject to clause 3, the Guarantor waives any right it may have of first requiring Owner or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary.
18. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales. 19. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be submitted to the International Chamber of Commerce (“ICC”) and conducted in accordance with its Arbitration Rules (the “ICC Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.19 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 20. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (a) Guarantor: Address: [ ] Attention: [ ] (b) Owner: [Golar Hilli Corporation] c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: notices@golar.com 21. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Owner, its successors and permitted assigns. 22. This Guarantee 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 Guarantee. 23. The Contracts (Rights of Third Parties) Act 1999 (the “Contracts Act”) shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under the Contracts Act against the parties to this Guarantee by any other person.
24. Owner may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Owner in connection with the Charter. Owner shall promptly provide notice to Guarantor of any such assignment by way of security. 25. Without prejudice to any change in the Ownership Percentage of Guarantor or Guarantor’s Affiliate, as applicable, and the corresponding change in the Maximum Guaranteed Amount, from time to time, no variation or amendment of this Guarantee shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Guarantee. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Guarantee, nor shall it affect any rights or obligations under or pursuant to this Guarantee which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Guarantee shall remain in full force and effect except and only to the extent that they are varied or amended.
EXHIBIT G AUTHORIZATIONS I. 1. Environmental: a. Environmental Impact Statement (“Declaración de Impacto Ambiental”) to be granted by Province of Rio Negro’s Secretariat of Environment and Climate Change. b. Registration with the Provincial Registry of Special Wastes (Rio Negro’s Law 3,250). c. Water use permit, to be granted by Province of Rio Negro (Water Code). 2. LNG export permit(s) to be granted by Federal Secretariat of Energy. 3. Customs Authorization in respect of the FLNG Vessel importation into Argentina or the applicable procedure resulting from the creation of a sub Tax-free zone nearby San Antonio Este, Province of Rio Negro, as the case may be. 4. Declaration of work to be filed with the National Agency of Ports and Navigation (Agencia Nacional de Puertos y Navegación). 5. Transportation Authorization on the terrestrial and undersea Gas pipelines starting from the interconnection of the onshore pipeline to the trunk pipeline or another Gas transmission pipeline to the flange of the manifold of the FLNG Vessel, to be granted by the Federal Secretariat of Energy, pursuant to Article 3, Act N° 26,197. 6. Mooring permit to be granted by Argentine Coast Guard (Prefectura Naval Argentina). 7. Contingency plan for the ports operating hydrocarbons and other dangerous substances to be filed with the Argentine Coast Guard (Prefectura Naval Argentina). PLANACON. (Maritime Order No 8/98). 8. Any other Authorization required or necessary from Charterer by the national, provincial or municipal governments for the development, commissioning and operation of the Project.
May 1st, 2025 Golar Hilli Corporation c/o Golar Management Ltd 6th Floor, The Zig Zag, 70 Victoria Street SW1E 6SQ United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: Seventh Addendum to Offer BBCA 1/2024 Dear Sirs, Southern Energy S.A. hereby accepts your Offer Seventh Addendum to Offer BBCA 1/2024, dated as of May 1st, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board of Directors
EX-4.31
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EX-4.31 FLNG BAREBOAT CHARTER AGREEMENT MKII
a250501bareboatcharterar
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. May 1st, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Aut6noma de Buenos Aires Republica Argentina Ref.: Offer BBCA 1/2025 Dear Sirs, Golar MK II Corporation ("Owner"), a company established and duly incorporated under the laws of the Marshall Islands, under company registration number 123857, with its registered office located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960, hereby irrevocably offers (the "Offer") to Southern Energy S.A. ("Charterer", together with Owner, the "Parties" and each of them individually a "Party"), a company established and duly incorporated under the Jaws of Argentina, with its registered office located at L. N. Alem 1180, piso 9, Ciudad Aut6noma de Buenos Aires, to enter into an FLNG Bareboat Charter Agreement on the terms set out in Annex I attached hereto (the "Charter"). This Offer shall be valid for a period of 15 (fifteen) days and will be considered accepted if Charterer delivers to us, and we receive within said period of days, a letter of acceptance. If on or prior to the expiration of the 15 (fifteen) day period Owner receives said Jetter of acceptance, then as among the Parties an agreement shall become effective upon the terms and conditions set forth in the Charter, such Charter being valid, binding, effective and enforceable with respect to the Parties from the date of acceptance of the Offer (the "Execution Date"). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Sincerely, Golar MK II Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director i 1 Definitions ....................................................................................................................................... 1 2 FLNG Vessel to be Chartered ..................................................................................................... 17 2.1 The FLNG Vessel ............................................................................................................. 17 2.2 Tests and Programs ........................................................................................................... 17 2.3 Classification Society Records and Inspections ................................................................ 18 2.4 FLNG Vessel Classification and Inspection Failures ........................................................ 18 2.5 FLNG Vessel Registry ...................................................................................................... 19 2.6 Name Change and Marking of FLNG Vessel ................................................................... 20 2.7 Importation of the FLNG Vessel/Customs/Foreign Trade. ............................................... 20 2.8 Authorizations ................................................................................................................... 21 2.9 Conditions Precedent ......................................................................................................... 21 3 Description and Condition of FLNG Vessel and Terminal ....................................................... 23 3.1 FLNG Vessel Condition .................................................................................................... 23 3.2 Owner’s Obligations Post-Delivery .................................................................................. 23 3.3 FLNG Vessel Specifications; Terminal Specifications; Compatibility ............................. 24 3.4 Change in Law .................................................................................................................. 25 3.5 Title and Risk of Loss of Feed Gas and LNG ................................................................... 26 3.6 Charterer’s Responsibilities ............................................................................................... 26 4 Charter Term................................................................................................................................ 27 4.1 Initial Period ...................................................................................................................... 27 4.2 Extension Period ............................................................................................................... 27 4.3 Termination for Owner Default......................................................................................... 27 4.4 Termination for Charterer Default .................................................................................... 29 4.5 Termination for Loss of FLNG Vessel .............................................................................. 30 4.6 Payment Upon Default and Termination ........................................................................... 30 4.7 Termination for Convenience ............................................................................................ 30 4.8 Termination for lack of Hilli FID ...................................................................................... 30 5 Delivery and Redelivery ............................................................................................................... 31 5.1 Progress Reporting ............................................................................................................ 31 5.2 Inspections and Tests ........................................................................................................ 33 5.3 Delivery and Delivery Date ............................................................................................... 34 5.4 Departure Notice, Delivery Windows and Commercial Start Date ................................... 34 5.5 Commissioning Gas .......................................................................................................... 35 5.6 Performance Tests and Certificate of Acceptance ............................................................. 36 5.7 Rejection of FLNG Vessel ................................................................................................ 38 5.8 Redelivery ......................................................................................................................... 39 5.9 Bunkers and LNG Heel on Delivery and Redelivery ........................................................ 39 5.10 Redeployment .................................................................................................................... 40 5.11 Early Hire .......................................................................................................................... 40 5.12 Excess Hire for Over Production ....................................................................................... 41 6 Hire ................................................................................................................................................ 41 6.1 Monthly Hire Fee .............................................................................................................. 41 6.2 Incremental Costs .............................................................................................................. 42 7 Payment of Hire ............................................................................................................................ 43 7.1 Monthly Invoices .............................................................................................................. 43 i 7.2 Other Statements ............................................................................................................... 43 7.3 Adjustments ....................................................................................................................... 43 7.4 Payment Due Dates ........................................................................................................... 44 7.5 Payment ............................................................................................................................. 44 7.6 Set Off ............................................................................................................................... 45 7.7 Disputed Statements .......................................................................................................... 45 7.8 Audit Rights ...................................................................................................................... 45 7.9 Final Settlement................................................................................................................. 46 8 Taxes .............................................................................................................................................. 46 8.1 Allocation .......................................................................................................................... 46 8.2 Deduction, Withholding and Tax Gross Up ...................................................................... 47 8.3 Refunds, Credits and Reimbursements .............................................................................. 47 9 General Average ........................................................................................................................... 48 10 Failure to Provide Capacity; Retainage Allowance .................................................................. 48 10.1 Capacity Unavailability Events ......................................................................................... 48 10.2 Calculation of Time ........................................................................................................... 50 10.3 Termination for Extended Capacity Unavailability ........................................................... 50 10.4 Set Off and Liquidation of CUQ Credits Upon Termination ............................................ 50 10.5 Retainage ........................................................................................................................... 50 11 Force Majeure .............................................................................................................................. 51 11.1 Events of Force Majeure ................................................................................................... 51 11.2 Force Majeure Notice and Resumption of Normal Performance ...................................... 53 11.3 Excuse From Performance ................................................................................................ 54 11.4 Termination for Force Majeure ......................................................................................... 54 12 Lien Provisions ............................................................................................................................. 56 12.1 Owner Liens ...................................................................................................................... 56 12.2 Charterer Liens .................................................................................................................. 56 12.3 Release of Lien .................................................................................................................. 56 13 Requisition and Lay Up of the FLNG Vessel ............................................................................. 56 13.1 Requisition or Seizure ....................................................................................................... 56 13.2 Charterer’s Option to Lay Up FLNG Vessel ..................................................................... 56 14 Insurance ....................................................................................................................................... 57 14.1 Insurance Obligation ......................................................................................................... 57 14.2 Premiums, P&I Calls, and Deductibles ............................................................................. 57 14.3 Certificate of Insurance ..................................................................................................... 57 14.4 Owner’s Insurance Endorsements ..................................................................................... 57 14.5 Owner’s Duties .................................................................................................................. 58 14.6 No Coverage; Failure to Maintain Coverage .................................................................... 58 14.7 Claims ............................................................................................................................... 59 15 Liabilities ....................................................................................................................................... 59 15.1 Personnel Indemnification ................................................................................................. 59 15.2 Property of Owner and Charterer ...................................................................................... 60 15.3 No Limitation on Other Indemnities ................................................................................. 60 15.4 General liability ................................................................................................................. 60 i 15.5 Limitation of liability of Owner and Charterer ................................................................. 61 15.6 No Consequential Loss ..................................................................................................... 63 15.7 Survival ............................................................................................................................. 63 15.8 Exclusive Remedies .......................................................................................................... 63 15.9 Express Remedies ............................................................................................................. 63 15.10 Remedies in Contract ........................................................................................................ 64 16 Representations, Warranties and Covenants ............................................................................. 64 16.1 Owner’s Corporate Organization and Authority ............................................................... 64 16.2 Owner’s Business .............................................................................................................. 64 16.3 Owner’s Title; No Conflict ................................................................................................ 65 16.4 Charterer’s Corporate Organization and Authority ........................................................... 65 16.5 Charterer - No Conflict ..................................................................................................... 66 17 Credit Support .............................................................................................................................. 66 17.1 Credit Support ................................................................................................................... 66 18 Assignment and Transfer ............................................................................................................ 67 18.1 Assignment by Charterer ................................................................................................... 67 18.2 Assignment by Owner ....................................................................................................... 68 19 Business Principles and Practices ............................................................................................... 69 19.1 Business Principles ............................................................................................................ 69 19.2 Business Practices ............................................................................................................. 69 20 Intellectual Property Rights and Indemnification ..................................................................... 71 20.1 Intellectual Property Rights ............................................................................................... 71 20.2 Intellectual Property Rights Indemnification ..................................................................... 71 21 Confidentiality .............................................................................................................................. 71 21.1 Confidentiality Undertaking .............................................................................................. 71 21.2 Permitted Disclosure ......................................................................................................... 72 21.3 Right to Disclose Confidential Information ...................................................................... 73 21.4 Injunction and Equitable Remedies ................................................................................... 74 21.5 Duration ............................................................................................................................ 74 21.6 Press Release ..................................................................................................................... 74 22 Lender’s Rights ............................................................................................................................ 74 22.1 Financing Requirements .................................................................................................... 74 22.2 Financing Restrictions ....................................................................................................... 75 23 Governing Law ............................................................................................................................. 75 24 Dispute Resolution ........................................................................................................................ 75 24.1 Reference to Representatives ............................................................................................ 75 24.2 Expert Determination ........................................................................................................ 76 25 Arbitration .................................................................................................................................... 77 25.1 General .............................................................................................................................. 77 25.2 Constitution of the Arbitral Tribunal ................................................................................ 77 25.3 Place of the Arbitration ..................................................................................................... 77 25.4 Language ........................................................................................................................... 77
i 25.5 Consolidation .................................................................................................................... 77 25.6 Interim Measures and Provisional Remedies .................................................................... 77 25.7 Limitations on Arbitral Tribunal and Arbitration Proceedings ......................................... 77 25.8 Specific Performance ........................................................................................................ 78 25.9 Award ................................................................................................................................ 78 25.10 Enforcement of Award by a Court .................................................................................... 78 25.11 Costs and Attorney’s Fees ................................................................................................. 78 25.12 Interest ............................................................................................................................... 78 25.13 Payment of the Award ....................................................................................................... 78 25.14 Confidentiality ................................................................................................................... 78 26 Sanctions ....................................................................................................................................... 79 26.1 Operation of the FLNG Vessel and Sanctions .................................................................. 79 26.2 Non-Compliant Parties ...................................................................................................... 79 27 Miscellaneous ................................................................................................................................ 80 27.1 Notices .............................................................................................................................. 80 27.2 Indemnity .......................................................................................................................... 81 27.3 Notification and Conduct of Claims.................................................................................. 81 27.4 Limitation .......................................................................................................................... 82 27.5 Time is of the Essence ....................................................................................................... 82 27.6 Liquidated Damages .......................................................................................................... 82 27.7 Amendments ..................................................................................................................... 82 27.8 Successors and Assigns ..................................................................................................... 83 27.9 Waiver ............................................................................................................................... 83 27.10 Waiver of Immunity .......................................................................................................... 83 27.11 No Third Party Beneficiaries ............................................................................................. 84 27.12 Rules of Construction: Drafting ........................................................................................ 84 27.13 Survival of Rights ............................................................................................................. 84 27.14 Rights and Remedies ......................................................................................................... 84 27.15 Interpretation ..................................................................................................................... 84 27.16 Replacement or Modification of Rates and Indices .......................................................... 86 27.17 Interest ............................................................................................................................... 87 27.18 Disclaimer of Agency ....................................................................................................... 87 27.19 Severance of Invalid Provisions ........................................................................................ 87 27.20 Compliance with Laws ...................................................................................................... 87 27.21 Expenses ............................................................................................................................ 87 27.22 Scope ................................................................................................................................. 87 v EXHIBITS Exhibit A Annual Adjustment Exhibit B FOB LNG Price Exhibit C Performance Test Principles Exhibit D-1 Form of Guarantee (Owner) Exhibit D-2 Form of Guarantee (Charterer) Exhibit E Form of Certificate of Acceptance Exhibit F Form of Certificate of Redelivery Exhibit G Authorizations Exhibit H Owner’s Insurance Requirements Exhibit I Nameplate Capacity Exhibit J Retainage Table Exhibit K Select Off-Site-Tests Exhibit L FLNG Vessel Basis of Design ANNEX I TO THE OFFER BBCA 1/2025 Recitals: (A) Whereas, Charterer plans to develop a Gas liquefaction project in Argentina which involves the deployment of one or more FLNG vessels (the “Project”); (B) Whereas, Charterer is the developer of a terminal in the Rio Negro Province of Argentina with undersea and terrestrial Gas pipelines starting from the interconnection of the onshore pipeline to the pipeline owned and operated by Transportadora de Gas del Sur SA or another Gas transmission pipeline to the flange of the manifold of the FLNG Vessel (the “Terminal”); (C) Whereas, on July 4, 2024, Charterer entered into a bareboat charter in relation to the FLNG Hilli on the terms and conditions set out in Annex I to Offer BBCA 1/2024 with Golar Hilli Corporation as owner and Charterer as charterer, as amended and restated from time to time (the “Hilli Bareboat Charter Agreement”); (D) Whereas, Owner desires to let and charter hire the FLNG Vessel to Charterer, and Charterer desires to hire the FLNG Vessel from Owner to use it as a floating liquefaction production unit to receive Gas supplied by Charterer to the FLNG Vessel and to produce LNG; and (E) Whereas, Charterer will operate and maintain the FLNG Vessel during the Charter Term; Now, therefore, for and in consideration of the mutual undertakings set forth herein, Owner and Charterer hereby agree as follows: 1 Definitions For the purposes of this Charter, and unless otherwise indicated herein, the capitalized terms used herein shall have the meanings ascribed to them in this Clause 1 and, unless otherwise indicated, such meanings shall apply to both the singular and plural forms of the terms. “Acceptable Credit Rating and Financial Standing” means: (a) in respect of Charterer: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (iii) such Person has a minimum Tangible Net Worth of [*****]; (b) in respect of a Guarantor of Charterer: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; 2 (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; or (iii) (A) in respect of Guarantors guaranteeing no less than fifty-five percent (55%) of the issued capital stock of Charterer, each such Person has a minimum Tangible Net Worth of an amount equal to or greater than [*****]; provided, however, that [*****]shall be deemed to meet the foregoing Tangible Net Worth requirements at all times; and (B) in respect of Guarantors guaranteeing no more than forty-five percent (45%) of the issued capital stock of Charterer, each such Person has a minimum Tangible Net Worth of an amount equal to or greater than [*****]; provided, however, that [*****]shall be deemed to meet the foregoing Tangible Net Worth requirements at all times. (c) in respect of Owner: (i) such Person has a Credit Rating that is equal to or better than any one of the following: [*****]; (ii) such Person has a Credit Rating that is equal to or better than any one of the following: [*****] ; or (iii) such Person has a Tangible Net Worth of at least [*****], provided, however, that (a) Golar LNG Limited shall be deemed to meet the foregoing Tangible Net Worth requirements at all times, and (b) for so long as Owner or its Guarantor (as relevant) remains a Person for which all, or substantially all, of its assets comprise this Charter, the FLNG Vessel, the Hilli Bareboat Charter Agreement and the FLNG Vessel chartered thereunder, or any of the foregoing, then Owner or its Guarantor (as relevant) may not meet the Acceptable Credit Rating and Financial Standing requirements through meeting sub-part (c)(i), (c)(ii) or (c)(iii) of the foregoing definition. “Acceptable Guarantor” means: (a) an Affiliate or shareholder of a Party that has and maintains an Acceptable Credit Rating and Financial Standing; or (b) any other Person that, at the time the Guarantee is issued, is acceptable to the beneficiary Party in its sole discretion. “Actual Retainage” has the meaning set forth in Clause 10.5.3; “Ad Hoc Reports” has the meaning set forth in Clause 5.1.2; “Additional Amounts” has the meaning given in Clause 8.2;
3 “Adverse Metocean Conditions” means metocean conditions occurring at or in the close proximity of the Terminal which either (i) fall outside the safe conditions for the FLNG Vessel to carry out the required activity, determined in accordance with the mooring study and offloading/availability studies and risk analysis mutually developed by Owner and Charterer, consistent with the Terminal Specifications and applicable industry standards, no later than six (6) Months prior to the Scheduled Delivery Date, or (ii) which do not fall outside the determined safe conditions for the FLNG Vessel to carry out the required activity, but which cause a Governmental Authority to require (directly or indirectly) the cessation of such activity, including without limitation by requiring the closure of the Terminal or the port for reasons other than Owner’s failure to comply with the terms of this Charter; “Affiliate” means, in relation to a Party or any other entity, a Person which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Party or entity. For the purposes of this definition “control” means (a) the right to direct the policies or operations of the particular Person; or (b) the direct or indirect ownership of, in aggregate, more than fifty percent (50%) of the (i) equity shares, (ii) voting stock or (iii) shares carrying a right to vote at a general meeting (or its equivalent) of the particular Person; “Allowed Unavailability” means, in respect of each Contract Semester, a quantity of LNG equal to [*****],; provided that: [*****]. “Annual FOB LNG Price” has the meaning given in Exhibit B; “Applicable Corruption Law” means all of the laws relating to bribery, corruption, the general money laundering provisions in criminal laws, fraud or similar activities of: (i) Argentina; (ii) the country of organization and principal place of business of each Party; and (iii) the provisions of the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act; “Applicable Law” means any law, regulation, Authorization, administrative and judicial provision, constitution, decree, judgment, legislation, order, ordinance, code, directive, statute, treaty or other legislative measure, in each case of any Governmental Authority from time to time in force, including any treaty or International Standard which is ratified by any Governmental Authority of Argentina or any other Governmental Authority which has jurisdiction over the FLNG Vessel, which is legally binding on a Party; “Approved Mortgage” means any pledge, charge, mortgage, lien, claim or encumbrance or lease structure on the FLNG Vessel, her earnings and/or insurances that is or was entered into in favor of any Approved Mortgagee for itself and/or for the benefit of one or more other financiers to Owner and/or such other agreements and instruments as Owner shall determine are necessary or desirable to create in favor of any Approved Mortgagee any security interest in the FLNG Vessel, its earnings and insurance, Owner’s rights under this Charter; provided that any such Approved Mortgagee and Charterer have executed a direct agreement in accordance with Clause 22.1; “Approved Mortgagee” means any holder of an Approved Mortgage in whose favor pledges, charges, mortgages, liens and encumbrances are created; provided that such holder is either: (i) an international bank or other financial institution; or (ii) a controlled Affiliate of an international bank or other financial institution; “Argentina” means the Republic of Argentina; 4 “Argentinian Change in Law” means any Change in Law to the extent effected by a Governmental Authority of Argentina or otherwise relating to any Applicable Law or Authorization enacted or issued by any Governmental Authority of Argentina with jurisdiction over the FLNG Vessel; “Arrest” means the detention of a ship by judicial process to secure a maritime or other legal claim; “Authorizations” means any authorizations, consents, approvals, permits, rulings, resolutions, licenses, exemptions, filings, registrations and other authorizations, permissions or waivers, or similar documents of whatsoever nature, which are required to be obtained from and/or granted by any Governmental Authority; “Banking Day” means any Day that is not a Saturday or Sunday or legal holiday in Buenos Aires, Argentina; London, England or New York, New York, United States or a Day on which banking institutions located in Buenos Aires, Argentina; London, England or New York, New York, United States, are legally required or authorized to close; “Bankruptcy Event” means, with respect to any Person, such Person: (a) is dissolved (other than pursuant to a solvent consolidation, amalgamation or merger); (b) becomes insolvent, is unable to pay its debts, or fails or admits in writing its inability generally to pay its debts, as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) (1) institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy, or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; or (2) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation, and such proceeding or petition is instituted or presented by a Person not described in the preceding paragraph (1) and, in each case, such proceeding or petition results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a solvent consolidation, amalgamation or merger); (f) becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all, or substantially all, of its assets; or (g) has a secured party take possession of all or substantially all its assets and such secured party maintains possession, provided that in the case of (d), (e) and (f) above, any such process is not dismissed, discharged, stayed or restrained, in each case, within sixty (60) Days thereafter; “Base Rate” means Term SOFR plus [*****] (or, if such rate is contrary to any Applicable Law, the maximum rate permitted by such Applicable Law); “Books and Records” means corporate records, bank statements, books of account, supporting documentation and other records and documentation (including invoices, transfer documents and any other documents), whether in paper or other form; “Breaching Party” has the meaning given in Clause 19.2.6; “British Thermal Unit” or “Btu” means the amount of heat required to raise the temperature of one (1) avoirdupois pound of pure water from 59.0 degrees Fahrenheit to 60.0 degrees Fahrenheit at an absolute pressure of 14.696 pounds per square inch; “Business Day” means any Day that is not a Saturday or Sunday or legal holiday in Buenos Aires, Argentina or a Day on which banking institutions located in Buenos Aires, Argentina are legally required or authorized to close; 5 Date; “Capacity Unavailability” has the meaning given in Clause 10.1.2; “Capacity Unavailability Quantity” or “CUQ” have the meaning given in Clause 10.1.2; “Casualty Loss” means physical damage to the FLNG Vessel occurring after the Commercial Start “Certificate of Acceptance” means a certificate of acceptance in respect of delivery of the FLNG Vessel in the form set out in Exhibit E; “Certificate of Redelivery” means a certificate in respect of the redelivery of the FLNG Vessel in the form set out in Exhibit F; “Change in Law” means the occurrence of any of the following after the Execution Date: (a) the enactment of any new Applicable Law, or the imposition of any Authorizations not required as at the Execution Date; (b) the modification, repeal or withdrawal of any existing Applicable Law or Authorization; (c) the commencement of any Applicable Law which has not become effective on the Execution Date; (d) a change in the interpretation or application by any Governmental Authority having jurisdiction over any of the Parties or the subject matter of this Charter of any Applicable Law or Authorization; or (e) a change in an International Standard of a character equivalent to the changes described under (a) to (d) above, but does not include any change in Applicable Law or Authorization effected by a Governmental Authority with jurisdiction over the FLNG Vessel to ratify or otherwise implement any International Standard that existed prior to the Execution Date to the extent that the FLNG Vessel and Owner were already obliged to comply with such International Standard; “Charter” has the meaning given in the Offer BBCA 1/2025; “Charter Term” has the meaning given in Clause 4.1; “Charterer” has the meaning given in the Offer BBCA 1/2025; “Charterer Default” has the meaning given in Clause 4.4; “Charterer Delay Event” means (a) any material failure of Charterer to comply with the requirements of Clause 3.6, (b) any failure of Charterer to comply with the Performance Test Protocol, including any failure to supply required Feed Gas, (c) any act or omission by any member of Charterer’s Group that prevents or interferes with or delays Owner’s performance of this Charter, (d) from the Commercial Start Date forward, failure of Charterer to maintain at least [*****] provided that such failure prevents or interferes with or delays Owner’s performance of this Charter, and (e) any failure of Charterer to obtain or maintain in force any Authorization for which it is responsible under this Charter, in each of the foregoing cases (y) unless and except to the extent caused by (i) an event of Force Majeure or (ii) Owner’s failure to act in accordance with its obligations herein, and (z) to the extent such events prevent Owner from performing its obligations; 6 “Charterer’s Facilities” means the Terminal, the Interconnecting Pipelines, and other facilities upstream of the Gas Receipt Point but downstream of the interconnection of the main trunkline with the Interconnecting Pipelines owned by Charterer (or its Affiliate(s)); “Charterer’s Group” means (i) Charterer; (ii) each of its Affiliates; (iii) each Transporter; (iv) any LNG Ship; (v) any Person selling, supplying or otherwise delivering Gas to, or on behalf of, Charterer; (vi) any Person buying or otherwise receiving LNG from, or on behalf of, Charterer from the Terminal; and (vii) contractors of any of the foregoing (including any tugs, tug owners and operators); “Charterer’s Indemnitee Group” means (i) Charterer; (ii) each of its Affiliates; (iii) each Transporter; (iv) any Person selling, supplying or otherwise delivering Feed Gas to, or on behalf of, Charterer or otherwise to the Terminal; (v) any Person purchasing or lifting LNG from Charterer; and (vi) each Representative of the foregoing; but shall not include any member of Owner’s Group; “Charterer’s Representatives” means any of Charterer’s Representatives or the Representatives of its Lenders; “Claiming Party” has the meaning given in Clause 27.3; “Class” or “Classification” has the meaning given in Clause 2.4.1; “Classification Society” means DNV or any other member of the International Association of Classification Societies that is agreed in writing by the Parties; “Commercial Start Date” has the meaning given in Clause 5.4.7; “Commissioning Gas” has the meaning given in Clause 5.5.1; “Conditions Precedent” has the meaning given in Clause 2.9.1; “Confidential Information” means (i) all the provisions and contents of this Charter; (ii) all information, reports, data, software or other material, whether written or oral, in electronic or magnetic format, and the contents thereof that a Party receives from the other Party in relation to this Charter; and (iii) any reports, digests or summaries created or derived by the receiving Party from any of the foregoing but only to the extent any of the foregoing is contained or reproduced in such reports, digests or summaries; “Consequential Loss” means: (a) any indirect, incidental, consequential, special, exemplary or punitive loss or damages; (b) any loss of profit, loss of income, loss of anticipated profits, loss of goodwill, loss of business, loss of anticipated saving, loss of use (partial or total), loss and/or deferral of production, loss of contracts, loss of time, loss of revenues or loss of reputation; or (c) any Liabilities incurred under or in connection with any other contracts between either of the Parties and any third parties, in each case, whether direct or indirect and whether or not foreseeable at the time of entering into this Charter; “Constructive Total Loss” means any event, which is determined by the underwriters under the H&M Insurance policy (excluding any “total loss only” coverage) to be a constructive, compromised or arranged total loss of the FLNG Vessel for the purposes of such policies;
7 “Contract Semester” means each half-year period starting on January 1 and ending on June 30 or starting on July 1 and ending on December 31 during the Charter Term; provided, however, that: (a) the first Contract Semester shall commence on the Commercial Start Date and end on the following June 30 or December 31, whichever occurs first, and; (b) the last Contract Semester ends on the last Day of the Charter Term and commence on the immediately preceding July 1 or January 1, whichever is later; “Contract Year” means each annual period starting on January 1 and ending on December 31 during the Charter Term; provided, however, that: (a) the first Contract Year shall commence on the Commercial Start Date and end on the following December 31, and; (b) the last Contract Year shall commence on January 1 immediately preceding the last Day of the Charter Term and end on the last Day of the Charter Term; “Conversion” has the meaning given in Clause 2.1; “CP Deadline” has the meaning given in Clause 2.9.4; “CP Fulfillment Date” has the meaning given in Clause 2.9.4; “CPI” the arithmetic average of the [*****]; “CPIy” means the arithmetic average of the CPI for the twelve (12) Months immediately preceding the beginning of the relevant Contract Year; “CPI0” means the arithmetic average of the CPI for the twelve (12) Months immediately preceding the start of the calendar year five (5); “CPI Adjustment” means the following, for: (a) Contract Years one (1) through five (5), inclusive, the CPI Adjustment shall be equal to [*****]; and (b) the sixth (6th) Contract Year and each subsequent Contract Year, the CPI Adjustment shall be calculated using the following formula: CPI Adjustment = [*****]; “Credit Rating” means a credit rating in respect of the senior, unsecured, long-term debt (not supported by third party credit enhancement) of a Person, by S&P, Fitch, or Moody’s or any successor in title to the rating agency business operated by the foregoing entities, but in all cases excluding national scale ratings (being ratings identified by a suffix to the credit rating identifying the national limitation); “Cubic Meter” means a volume equal to the volume of a cube each edge of which is one (1) meter; “CUQ Credit” has the meaning given in Clause 10.1.4; “Customs Agent” has the meaning given in Clause 2.7.3; “Day” means: (i) when used in connection with the application of a specification or the measurement of the FLNG Vessel’s performance, a period of twenty-four (24) consecutive hours beginning at the time such specification is to be applied or such performance measured, as the case may be; and (ii) when used in all other cases, a calendar day (including Saturdays, Sundays and legal holidays) in the location (as specified in Clause 27.1) of the Party charged with the action to which the number of Days expended is relevant. Unless expressly stipulated in this Charter, two or more Days shall run consecutively; “Deemed Performance” has the meaning given in Clause 5.6.4; 8 “Deemed Performance Date” has the meaning given in Clause 5.6.4; “Defects Correction Period” has the meaning given in Clause 5.6.3; “Delivery Date” has the meaning given in Clause 5.3.2; “Delivery Location” has the meaning given in Clause 2.7.5; “Departure Notice” has the meaning given in Clause 5.4.5; “Dispute” means any dispute, claim, complaint, counterclaim, demand, cause of action or any other controversy arising out of or relating in any way to this Charter, its subject matter, existence, negotiation, performance, breach, termination, validity or enforcement thereof (including any non-contractual dispute or claim in respect of any of the foregoing); “Dollars” or “US$” means the legal currency of the United States; “Early Termination Payment” has the meaning given in Clause 4.7; “Early Volumes” has the meaning given in Clause 5.11.1; “Effective Date” has the meaning given in Clause 2.9.1; “Event of Prolonged Force Majeure” has the meaning given in Clause 11.4.2; “Excess Volumes” has the meaning given in Clause 5.12; “Excess Hilli Production” has the meaning given in Clause 10.1.7; “Execution Date” has the meaning given in the Offer BBCA 1/2025; “Expert” means an independent person with appropriate qualifications and experience appointed in accordance with Clause 24.2.1; “Feed Gas” means a quantity of Gas in MMBtu delivered or to be delivered (as relevant) to the Terminal by Charterer at the Gas Receipt Point that has been or will be converted into LNG; “Feed Gas Specifications” has the meaning given in Exhibit I; “FID” means final investment decision; “Final Window” has the meaning given in Clause 5.4.3; “Financing Party” has the meaning given in Clause 22.1; “First Window” has the meaning given in Clause 5.4.1; “FLNG Hilli” means the floating LNG liquefaction and storage vessel known as the Hilli Episeyo. “FLNG Vessel” has the meaning given in Clause 2.1; “FLNG Vessel BOD” has the meaning given in Clause 2.4.1; “FLNG Vessel Specifications” means the functional requirements and technical specifications for the FLNG Vessel reflecting the Shipyard Contract; “FOB LNG Price” has the meaning given in Exhibit B; 9 “Force Majeure” has the meaning given in Clause 11.1.1; “Force Majeure Notice” has the meaning given in Clause 11.2.1; “Gas” means any hydrocarbon or a mixture of hydrocarbons consisting predominantly of methane, and which may include other hydrocarbons and non-hydrocarbons, in a gaseous state; “Gas Receipt Point” means the point at which the Terminal’s Gas pipeline meets the flange of the manifold of the FLNG Vessel; “Governmental Authority” means: (i) any governmental authority of Argentina; (ii) any maritime and other applicable authorities of the country of the Registry; (iii) any maritime and other applicable authorities of Argentina; (iv) the International Maritime Organization; and (v) any other governmental, maritime, port, terminal or other applicable authority having jurisdiction over a Party or the FLNG Vessel; “Guarantee” means an irrevocable payment guarantee, in the form attached hereto as Exhibit D (other than any technical or conforming changes), issued in favor of Owner or Charterer, as applicable; “Guaranteed Available Capacity” or “GAC” means in respect of each Contract Year, the minimum quantity of LNG that the FLNG Vessel shall be required to be capable of producing in such Contract Year, which shall be a quantity of LNG equal to [*****]; “Guarantor” means any Person issuing a Guarantee in favor of Owner or Charterer, as applicable; “H&M Insurance” means Hull and Machinery Insurance; “HHV” means the amount of energy transferred as heat per mass or mole from the complete, ideal combustion of Gas with oxygen (from air), at a base temperature in which all water formed by the reaction condenses to liquid; it is an ideal gas property that can be calculated unambiguously from the tables of pure component values and has no pressure dependence; “HHV Adjustment” has the meaning given in Clause 10.1.6; “HHV Threshold” means an HHV equal to [*****] btu/scf; “Hilli Bareboat Charter Agreement” has the meaning given in the Recitals of this Charter; “Hilli FID” means a positive final investment decision taken by Charterer in its capacity as charterer with respect to the Hilli Bareboat Charter Agreement. “Hire” means the remuneration owed by Charterer to Owner as established by Clause 6 or as otherwise calculated and payable under this Charter; “ICC” means the International Chamber of Commerce; “ICC Court” means the International Court of Arbitration of the ICC; “ICC Rules” means the Rules of Arbitration of the International Chamber of Commerce; “IMO” means International Maritime Organization; 10 “Increased Taxes” means the net amount of increased Tax liability of Owner (excluding any Owner Taxes that are imposed on Owner subject to Clause 8.1.1) incurred during or prior to a Contract Year relating to the FLNG Vessel resulting from (A) the increase in rates of existing Taxes (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such increase is enacted after the Execution Date or (B) the imposition of a new Tax (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such new Tax is enacted after the Execution Date (including any such Taxes that are imposed on Owner or collected by Owner through withholding obligations subject to Clause 8.2) where such reduction is enacted after the Execution Date; provided that Increased Taxes shall not include Taxes arising from a Specified Change in Law and Increased Taxes shall in no event be less than zero; “Incremental Costs” has the meaning given in Clause 6.2.1; “Initial Period” has the meaning given in Clause 4.1; “Intellectual Property Rights” means all rights whatsoever in any letters patent, design, registered design, unregistered design, trade name, and trademarks, copyright, database rights, know-how and all other industrial property rights; and rights in applications for any of the foregoing; “Interconnecting Pipelines” means the Gas transportation pipeline that connects the Terminal to the main trunkline, and all Gas transportation pipelines that are required to connect the Terminal to the FLNG Vessel; “International Standards” means the LNG Vessel Standards and LNG Terminal Standards (as applicable); “IP Indemnified Persons” has the meaning set forth in Clause 20.2; “ISO” means the International Organization for Standardization; “LDCD” has the meaning given in Clause 4.4; “LDOD” has the meaning given in Clause 4.3; “Lenders” has the meaning given in Clause 22.1.1; “Lenders’ Agent” has the meaning given in Clause 22.1.1; “Liabilities” means all liabilities, costs, claims, Disputes, demands, actions, suits, legal or administrative proceedings, judgments, damages, losses and expenses (including reasonable attorneys’ fees and other reasonable costs of litigation or defense), and any and all fines, penalties and assessments of, or responsibilities to, any Governmental Authority; “Liquefaction Equipment” means all machinery and equipment on board the FLNG Vessel relating to the capability of the FLNG Vessel to liquefy Gas and discharge LNG; “LNG” means Gas in a liquid state at or below its boiling point at a pressure of approximately one (1) atmosphere; “LNG Delivery Point” means the point at which the flange couplings of the FLNG Vessel’s loading arms join the flange couplings of the LNG intake manifolds on board an LNG Ship; “LNG Heel” means LNG retained in the cargo tanks of the FLNG Vessel on completion of loading an LNG Ship;
11 “LNG Reference Price” means eight Dollars per MMBtu (US$8.00/MMBtu) multiplied by the CPI Adjustment; “LNG Ship” means a vessel that Charterer uses or proposes to use for transportation of LNG from the FLNG Vessel; “LNG Terminal Standards” means, if and to the extent not inconsistent with the express requirements of this Charter, the international regulatory and industry standards and practices applicable to the design, construction, equipment, operation or maintenance of an LNG liquefaction terminal (including floating liquefaction vessels), established by the following (which standards shall apply in the following order of priority in the event of any conflict): (i) any Governmental Authority of Argentina or a political subdivision thereof having jurisdiction over the FLNG Vessel; (ii) the World Association for Waterborne Transport Infrastructure (PIANC); (iii) the Oil Companies International Marine Forum (OCIMF) (to the extent applicable); (iv) the Society of International Gas Tanker and Terminal Operators (SIGTTO) (to the extent applicable); and (v) any internationally recognized non-governmental agency or organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG terminals to comply; “LNG Vessel Standards” means, if and to the extent not inconsistent with the express requirements of this Charter, the international regulatory and industry standards and practices applicable to the design, construction, equipment, operation, or maintenance of ocean-going vessels used to transport LNG, established by the following (which standards shall apply in the following order of priority in the event of any conflict): (i) the International Maritime Organization (IMO); (ii) the International Association of Classification Societies (IACS); (iii) the Oil Companies International Marine Forum (OCIMF); (iv) the Society of International Gas Tanker and Terminal Operators (SIGTTO); (v) the International Chamber of Shipping (ICS); and (vi) any other internationally recognized non-governmental agency or organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG vessels similar to those contemplated in this Charter, to comply; “Loading Port” means the Terminal and the port at which the Terminal is located, and any other loading port designated by Charterer in accordance with Clause 5.10; “Loss” means any and all losses, liabilities, damages, costs, judgements, settlements and expenses (whether or not resulting from claims by third parties), including interest and penalties with respect thereto and reasonable attorneys’ fees and expenses; “Marine Services” means the provision of tugs and tug services, Pilots and piloting services, and escort vessels and services, as well as all services provided by the crews of the foregoing vessels that are required during loading of LNG Ships, for the operations, transiting, berthing, unberthing, tugging, towing, mooring, shifting of berths or departure of LNG Ships or the FLNG Vessel; “Master” means (i) prior to the Commercial Start Date, the designated master of the FLNG Vessel from time to time, as determined by Owner and notified to Charterer for purposes of transporting and operating the FLNG Vessel, and (ii) after the Commercial Start Date, the designated master of the FLNG Vessel from time to time, as determined by Charterer; “Matters” means all matters, which are the subject of this Charter or in connection with this Charter and any matters resulting therefrom; “Minimum Monthly Hire” has the meaning given in Clause 10.1.5; “MMBtu” means one million (1,000,000) Btu; “Month” means a calendar month, and “Monthly” has a corresponding meaning; 12 “Monthly Annual Adjustment” has the meaning given in Exhibit A; “Monthly Hire Fee” has the meaning given in Clause 6.1.1; “Month M” has the meaning given in Exhibit B; “Mooring System Infrastructure” means the mooring system, beginning at the inlet flange of the submerged swivel and yoke base structure, to the riser flange of the FLNG Vessel, including without limitation, the submerged swivel and yoke, the riser connecting the submerged swivel and yoke to the flange of the FLNG Vessel, the mooring chains and all necessary accessory infrastructure; “Nameplate Capacity” means the nameplate capacity of the FLNG Vessel for the relevant ambient conditions at the Loading Port, as set forth on Exhibit I; “Non-Breaching Party” has the meaning given in Clause 19.2.6; “Non-Compliant Party” has the meaning given in Clause 26.2.2; “Non-Financing Party” has the meaning given in Clause 22.1; “Notices” has the meaning given in Clause 27.1; “Notification Date” has the meaning given in Clause 5.4.1; “Notified Party” has the meaning given in Clause 27.3; “OCIMF” means the Oil Companies International Marine Forum; “Off-Site Tests” means the testing required to be carried out in accordance with the Shipyard Contract either at the Shipyard (excluding minor and routine Shipyard tests during construction) or the anchorage in the vicinity of the Shipyard before Ready for Sailaway; provided, however, that the foregoing shall not include any Select Offsite Tests; “Off-Spec Commissioning Gas” has the meaning given in Clause 5.5.4; “Offer” or “Offered” means, directly or through any other person or entity, to offer, promise, give, authorize or agree or to have offered, promised, given, authorized or agreed; “Owner” has the meaning given in the Offer BBCA 1/2025; “Owner Default” has the meaning given in Clause 4.3; “Owner’s Group” means: (i) Owner; (ii) Owner’s Affiliates; (iii) Owner’s subcontractors; and (iv) the Representatives of each of the foregoing; but shall not include any member of Charterer’s Group; “Owner’s Indemnitee Group” means (i) Owner; (ii) each of its Affiliates; and (iii) each Representative of the foregoing; but shall not include any member of Charterer’s Group; “Owner Taxes” means any federal, state, or local Tax imposed on Owner’s revenue, receipts, income, profit, or capital gains under Applicable Law and excluding any Tax collected, levied, or imposed directly or indirectly, by a Governmental Authority of Argentina; “P&I” means Protection and Indemnity insurance; “Party” and “Parties” means Owner and Charterer, and their respective successors and permitted assigns (following the relevant transfer, novation, or assignment); 13 “Payee” has the meaning given in Clause 8.2; “Payor” has the meaning given in Clause 8.2; “Performance Test Protocol” has the meaning given in Clause 2.2.2(ii); “Performance Tests” means those certain tests to be conducted by Owner at the Loading Port, to enable Owner to demonstrate to Charterer that the FLNG Vessel meets the Required Performance Levels, in accordance with this Charter (including the Performance Test Protocols); “Permitted Liens” means: (a) liens for unpaid Master’s and crew’s wages in accordance with usual maritime practice; (b) liens for salvage; (c) any ship repairer’s or outfitter’s possessory lien on the FLNG Vessel for an amount not exceeding [*****]; and (d) liens for Master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation and repair of the FLNG Vessel, provided such liens do not secure any item which is more than thirty (30) Days’ overdue (unless the overdue amount is being contested in good faith by appropriate steps and, for the payment of which, adequate reserves have been made) and so long as the existence of any such proceedings or the continued existence of any such lien does not involve any likelihood of the sale, forfeiture or loss of, or any interest in, the FLNG Vessel; “Person” means any individual, firm, sole proprietorship, corporation, stock company, limited liability company, trust, partnership, joint venture, unincorporated organization, institution, Governmental Authority or other legal entity; “Pilot” means: (a) any Person engaged by Transporter to come on board an LNG Ship to assist the master of such LNG Ship in pilotage, mooring and unmooring, docking and shove-off of such LNG Ship; and (b) any Person engaged by Owner or the operator of the FLNG Vessel, as applicable, to come on board the FLNG Vessel to assist the Master in pilotage, mooring and unmooring, docking and shove-off of the FLNG Vessel; “Port Authority” means the Governmental Authority or Governmental Authorities, or Person appointed under Applicable Law or by the private operator(s) of the Loading Port, to operate the Loading Port and to act as the authorized entity for establishing rules for operation and regulating maritime activities at the Loading Port and in relation to the use of the Loading Port; “Port Charges” means all charges of whatsoever nature (including rates, tolls and dues of every description) in respect of the FLNG Vessel or an LNG Ship entering, arriving at, staying at or leaving the Terminal and/or the Loading Port, including harbor and light dues, charges imposed by fire boats, tugs and escort vessels, any Governmental Authority, the Argentinian Cost Guard, a Port Authority, a Pilot, and any other Person assisting an LNG Ship or the FLNG Vessel to enter, arrive at or leave the Loading Port; “Pressure Threshold” means [*****] bar(g); 14 “Pressure Temperature Adjustment” means a quantity in MMBtus calculated according to Clause 10.1.8; “Progress Reports” has the meaning set forth in Clause 5.1.1; “Project” has the meaning given in the Recitals of this Charter; “Project Agreements” has the meaning given in the SHA; “Public Official” means any officer, employee, director, principal, consultant, agent, Representative or official, whether appointed or elected, of any government or any department, agency or part thereof, or of any state owned agency or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or part thereof, of, for or on behalf of any public international organization or any political party or political party official or candidate for office; “Q” has the meaning given in Clause 6.1.2; “Ready for Sailaway” means the date on which Owner signs the Ready for Sailaway Certificate (as defined in the Shipyard Contract) in accordance with the Shipyard Contract. “Reasonable and Prudent Operator” means a Person seeking in good faith to perform its contractual obligations and, in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator, complying with Applicable Law and International Standards, engaged in the same type of undertaking under the same or similar circumstances and conditions; “Redeployment” has the meaning given to it in Clause 5.10.2; “Registry” has the meaning given in Clause 2.5.1; “Rejection Date” has the meaning given in Clause 5.7; “Remaining LNG” has the meaning given in Clause 5.7.2; “Representatives” means the officers, directors, employees of a Party and its Affiliates and their respective officers, directors, employees, or any other Person authorized by a Party to act on its behalf; “Required Performance Levels” has the meaning given in Exhibit C; “Restricted Party” means a Person: (a) that is listed on a Sanctions List (whether designated by name or by reason of being included in a class of Person) under which commercial transactions are prohibited or limited; (b) that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country or territory which is subject to country- wide or territory-wide Sanctions Laws; (c) that is directly or indirectly controlled by a Person referred to in paragraphs (a) and/or (b) above and such ownership or control affects the Person`s ability to conduct or perform transactions based on such ownership or control; or (d) with which an Approved Mortgagee is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws;
15 “Retainage” means Gas or LNG used as fuel or unavoidably lost or unaccounted for in connection with the operation of the FLNG Vessel; “Retainage Allowance” has the meaning given in Clause 10.5.1; “Retainage Credit” has the meaning given in Clause 10.5.4; “Sanctions Authority” means the Norwegian State, the Republic of Argentina, the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America and any authority acting on behalf of any of the foregoing entities; “Sanctions Laws” means the economic or financial sanctions laws, regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators that limit or prohibit commercial transactions with Persons, which are implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority, such as the laws or regulations implemented by the Office of Foreign Assets Controls of the United States Department of the Treasury and the United States Department of State; “Sanctions List” means any list of Persons published in connection with Sanctions Laws by or on behalf of any Sanctions Authority; “Sanctions Warranty Notice” has the meaning given in Clause 26.2.2; “Scheduled Delivery Date” means the date that falls in the middle of the First Window as modified in accordance with Clause 5.4; “Second Window” has the meaning given in Clause 5.4.2; “Select Offsite Tests” has the meaning given in Exhibit K; “SHA” means that certain irrevocable offer letter dated May 1, 2025 issued by Golar FLNG Sub- Holding Company Limited to each of Pan American Energy, S.L., Pampa Energía S.A., Wintershall DEA Argentina S.A., YPF S.A. and Charterer, and the acceptance thereof by such Persons, to enter into a second amended and restated shareholders’ agreement in respect of that certain “Amended Shareholders Agreement” among such Persons. “Shipyard” has the meaning given in Clause 2.1; “Shipyard Contract” means that certain “MKII EPC Conversion Contract” dated September 17, 2024 and entered into between Owner and Shipyard Contractor in relation to the Conversion, construction, or modification to the FLNG Vessel, as amended and restated, supplemented or otherwise modified from time to time subject to Clause 5.1.8; “Shipyard Contractor” means Yantai CIMC Raffles Offshore Ltd. “Shipyard Delivery Date” has the meaning given in Clause 5.1.1; “Shipyard Direct Agreement” has the meaning given in Clause 5.1.7; “SIGTTO” means the Society of International Gas Tanker and Terminal Operators; “SOFR” means the secured overnight financing rate for the applicable date published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time); 16 “SOLAS” means the International Convention for the Safety of Life at Sea (SOLAS), 1974, as amended; “Specified Change in Law” means any of the following Argentinian Change in Law: (a) a modification of an Authorization or the imposition of any restriction or condition for the export of LNG that restricts the quantity of LNG that Charterer is permitted to export on an annual basis to a quantity that is less than the [*****] of the original Authorization for such export; (b) the imposition of a new, or increase in an existing, export duty or other Tax on the export of LNG that results in an increase in export Taxes (including other Taxes on the export of LNG) to be paid by Charterer applicable to the Project or Charterer that were not existing or applicable as of the Effective Date; (c) restrictions on the ability of Charterer or its Affiliates to maintain currency abroad resulting from LNG export proceeds and to access foreign exchange markets in Argentina; or (d) the imposition of any policy by a Governmental Authority that requires Charterer to acquire Dollars in Argentina in a foreign exchange market in Argentina different from the foreign exchange market where the proceeds derived from the exports of LNG produced in the FLNG Vessel are settled; and in each case (a) to (d) above it is reasonably anticipated by Charterer to result in an adverse economic impact to Charterer, either individually or as an aggregate, of at least [*****] per Contract Year; “Tangible Net Worth” means as certified by an officer of the relevant Person, at any date of determination with respect to a Person, the amount (determined in accordance with generally accepted accounting principles in the United States that are applicable to the circumstances as of the date of determination, consistently applied) equal to (a) all consolidated assets of such Person and its consolidated subsidiaries, including any cash or cash equivalents and any assets consisting of equity securities or equity interests in any other entity, but excluding the value of goodwill and intangible assets of such Person and its consolidated subsidiaries, minus (b) all consolidated liabilities of such Person and its consolidated subsidiaries; “Tax” or “Taxes” means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies pertaining to any Governmental Authority of Argentina, in each case, in the nature of taxation including (without limitation), corporation tax, supplementary charge, petroleum revenue tax, income taxes, prepaid income taxes, sale taxes, use taxes, stamp duty, transfer taxes, gross income taxes, revenue taxes, capital gains taxes, value added taxes, social contribution taxes, employment taxes, government royalties, customs duties, export or import duties, excise duties, land and building taxes, environmental taxes, and levies and withholding taxes together with all penalties and interest relating thereto and any penalties and surcharges in respect of the associated reporting requirements relating to the movement of goods and provision of services, wherever or whenever levied or imposed directly or indirectly, by a Governmental Authority of Argentina. Taxes do not include Port Charges; “Technical Dispute” means any Dispute for which both Parties agree to submit such Dispute to an Expert, pursuant to Clause 24.2; “Temperature Threshold” means [*****] Celsius; “Term SOFR” means the forward-looking term rate based on SOFR for a three month tenor on the Day (such Day, the “Three Month SOFR Determination Day”) that is two (2) Business Days prior to the first Day of such three month period, as such rate is published by CME Group Benchmark Administration Limited (“CME”); provided, however, that if as of 5:00 p.m. (New York City time) on any Three Month SOFR Determination Day the forward-looking term rate based on SOFR has not been published, then three month SOFR will be the forward-looking term rate based on SOFR for such tenor as published by CME on the first preceding Business Day for which such term rate was published by CME; 17 • provided, that if three month SOFR determined as provided above shall ever be less than 0%, then Term SOFR shall be deemed to be [*****]; “Terminal” has the meaning given in the Recitals of this Charter; “Terminal Specifications” means the functional requirements and technical specifications for the Terminal reflecting any applicable front-end engineering and design agreement, or engineering, procurement and construction agreement; “Total Loss” means the actual total loss of the FLNG Vessel; “Transporter” means any Person including any ship manager who owns or operates an LNG Ship; “United States” or “U.S.” means the United States of America; “Variable Component” has the meaning set forth in Clause 6.1.2; “Willful Breach” means a breach of this Charter that is a consequence of an act or failure to act undertaken by the breaching Party with knowledge that such Party’s act or failure to act would constitute a breach of this Charter; “X” has the meaning set forth in Clause 6.1.1; “YPF” means YPF S.A., a company established and duly incorporated under the laws of Argentina, with its registered office located at Macacha Güemes 515, Buenos Aires, Argentina; and “Z” has the meaning set forth in Clause 6.1.1. 2 FLNG Vessel to be Chartered 2.1 The FLNG Vessel Subject to the terms and conditions of this Charter, Owner shall procure, own and charter to Charterer, and Charterer shall hire from Owner, the Fuji LNG vessel, following its Conversion to floating LNG production unit, which after such Conversion will have a nameplate production capacity of LNG equal to the Nameplate Capacity including the Liquefaction Equipment and its other appurtenances, machinery, equipment and fittings (the “FLNG Vessel”). As of the Execution Date, Owner is in the process of converting and renaming the Fuji LNG vessel to the FLNG Vessel (the “Conversion”) in CIMC Raffles shipyard, located in Yantai, China (the “Shipyard”). 2.2 Tests and Programs 2.2.1 Liquefaction Equipment Owner shall ensure that the Liquefaction Equipment (and each part thereof) shall comply with the Liquefaction Equipment manufacturer’s recommendations and Classification Society requirements. 2.2.2 Testing and Manual (i) All Off-Site Tests and Select Offsite Tests shall be conducted prior to the FLNG Vessel’s arrival at the Loading Port and performed in accordance with the testing procedures agreed by and between Owner and, as applicable, the Shipyard Contractor in accordance with the Shipyard Contract. 18 (ii) Attached hereto as Exhibit C are the principles for a protocol for the conduct of the Performance Tests (the “Performance Test Protocol”). Within nine (9) Months following the Execution Date, Owner shall provide Charterer with a draft of the Performance Test Protocol. Charterer shall provide comments to such proposed Performance Test Protocol, if any, no later than two (2) Months after receipt of the draft Performance Test Protocol from Owner. Owner shall use reasonable endeavors to incorporate such comments and deliver to Charterer a final Performance Test Protocol no later than nine (9) months following delivery of the initial draft of the Performance Test Protocol; provided that any disagreement relating to any element of such Performance Test Protocol may be subject to Expert resolution as a Technical Dispute if the Parties agree in accordance with Clause 24.2. (iii) Owner, with the assistance of Charterer shall conduct the Performance Tests in accordance with the Performance Test Protocol and Charterer shall be solely responsible for supplying (at Charterer’s sole cost) all Marine Services and Commissioning Gas in accordance with this Charter. (iv) In addition to Owner’s obligations set forth in Clause 2.3, Owner shall promptly deliver detailed reports of the results of any Off-Site Tests to Charterer. Owner shall provide the results of the Performance Tests to Charterer in accordance with Clause 5.6. (v) No later than three (3) Months prior to the Scheduled Delivery Date, Owner shall deliver to Charterer an operations manual providing (in reasonable detail) specifics as to the operation of the FLNG Vessel including the Liquefaction Equipment. 2.2.3 Rectification of Defects Prior to the Commercial Start Date, if the FLNG Vessel fails to reach the Required Performance Levels at the Terminal due to a defect or non-conformity in the FLNG Vessel, Owner shall (save as otherwise provided under the terms of this Charter), correct any such defect or non-conformity at no cost to Charterer. If any such corrective work causes the Commercial Start Date of the FLNG Vessel to be delayed, the provisions of Clause 5.6 shall apply. 2.3 Classification Society Records and Inspections 2.3.1 Owner shall provide Charterer, promptly upon Charterer’s request and as often and at such intervals as Charterer reasonably requests, with any certificates or other documentation maintained by the Classification Society or Registry with respect to the FLNG Vessel. 2.3.2 Owner shall notify Charterer if the Classification Society issues any recommendation or memorandum in respect of the condition or Classification of the FLNG Vessel. 2.4 FLNG Vessel Classification and Inspection Failures 2.4.1 Owner shall cause the FLNG Vessel Specification, when issued pursuant to Clause 3.3.1, to contain specification that include or substantially conform with those set
19 forth in the FLNG Vessel basis of design attached hereto as Exhibit L (“FLNG Vessel BOD”). Owner shall cause the FLNG Vessel to be classed by the Classification Society as provided in the FLNG Vessel Specifications (“Class” or “Classification”) and in such a way as to eliminate the need for dry-docking for a period of [*****] (it being understood that Owner will exercise reasonable endeavors to extend such period throughout the Charter Term) while the FLNG Vessel operates as a floating storage and liquefaction unit during such period if Charterer fully complies with all of its material obligations under this Charter. For avoidance of doubt, any obligation of Charterer under this Charter, of which Charterer’s noncompliance will, or is reasonably expected to, affect Owner’s ability to comply with this Clause 2.4.1, shall be treated as a material obligation of Charterer for purposes of this Clause 2.4.1 and Clause 2.4.3. Such Class shall be maintained by Owner at its expense throughout the Charter Term, unless the Parties otherwise agree to change the Class. Owner shall not take any action that will or is likely to jeopardize the FLNG Vessel’s Classification. Any increased cost for change in Class prior to delivery of the FLNG Vessel under this Charter shall be for Owner’s account unless requested by Charterer, in which case the cost shall be for Charterer’s account. Any change in Class shall be strictly subject to prior mutual agreement of the Parties. Any cost for change in Class after delivery of the FLNG Vessel under this Charter shall be for the account of the Party who requests the change of Class. 2.4.2 Owner shall advise Charterer immediately, in writing, should the FLNG Vessel fail any inspection by the Classification Society or a Governmental Authority. Owner shall simultaneously advise Charterer of its proposed course of action to remedy the deficiencies that caused the failure of such inspection by the Classification Society or a Governmental Authority and/or the measures, which Owner proposes to take to comply with Applicable Law and Authorizations. 2.4.3 If the FLNG Vessel at any time ceases to be classed by the Classification Society as provided in the FLNG Vessel Specifications as a direct result of a breach by Owner of its obligations in this Charter or such FLNG Vessel is required to dry- dock or otherwise depart the terminal to maintain Class prior to the end of the Charter Term, then the FLNG Vessel shall be deemed to be unavailable and the Monthly Hire Fee shall be reduced to zero during such unavailability until the date that such Classification is reinstated in full. 2.5 FLNG Vessel Registry 2.5.1 As of the Delivery Date, Owner shall cause the FLNG Vessel to be registered under the laws and flag of the Republic of Marshall Islands (the “Registry”). 2.5.2 Owner shall maintain such Registry and ensure that the FLNG Vessel and Liquefaction Equipment complies with such Registry, at its expense throughout the Charter Term, except as may otherwise be agreed between Charterer and Owner. Consent by either Party to the other Party’s request for any change of Registry shall not be unreasonably withheld. All costs incurred in relation to a change in Registry prior to delivery of the FLNG Vessel under this Charter shall be for Owner’s account unless requested by Charterer, in which case the cost shall be for Charterer’s account. Any cost for change in Registry after delivery of the 20 FLNG Vessel under this Charter shall be for the account of the Party who requests the change of Registry. 2.5.3 Owner shall notify Charterer in the event of any change of Registry or change to the FLNG Vessel’s compliance therewith or maintenance thereof. 2.6 Name Change and Marking of FLNG Vessel 2.6.1 Charterer may request a change in the name of the FLNG Vessel, which request shall not be made later than twelve (12) Months prior to the Scheduled Delivery Date, and shall be subject to Owner’s approval, such approval not to be unreasonably withheld. Upon its approval thereto, Owner shall at Charterer’s expense change the name of the FLNG Vessel in accordance with Charterer’s request. Owner shall consider any request by Charterer to change the name made later than twelve (12) Months before the Scheduled Delivery Date if reasonably practicable. 2.6.2 Charterer may fly its house flag. Notwithstanding the foregoing, Owner may also fly its house flag atop Charterer’s house flag. 2.7 Importation of the FLNG Vessel/Customs/Foreign Trade. 2.7.1 Charterer shall be responsible for conducting any administrative proceedings and legal requirements for the importation of the FLNG Vessel into Argentina to the Terminal and subsequent export of the FLNG Vessel upon redelivery hereunder; provided, that at Charterer’s request, Owner shall cooperate with Charterer and assist Charterer in conducting the foregoing procedures, including, but not limited to, by executing and delivering any papers, documents and instruments as may be necessary and appropriate in furtherance thereof. 2.7.2 In all cases, Charterer shall be the importer of record for Argentinian customs purposes for the legal importation of the FLNG Vessel into Argentina, and subsequent exportation of the FLNG Vessel from Argentina (including, if applicable, any re-export and re-importation of the FLNG Vessel during the Charter Term required as a result of any legal requirements or conditions of any import permit obtained by Charterer hereunder), and shall pay all Taxes and costs and fees applicable to or arising out of the importation and subsequent exportation of the FLNG Vessel. 2.7.3 No later than nine (9) Months before the Scheduled Delivery Date, Charterer shall designate a customs agent (the “Customs Agent”). The Parties shall each provide such Customs Agent with the necessary authority to prepare and present to the applicable Argentinian Governmental Authority the necessary documentation for entry and clearance of the FLNG Vessel. 2.7.4 Upon appointment of the Customs Agent, and subject to Clause 2.7.1, the Parties shall hold a meeting during which the Parties will establish the importation process and clearly define the responsibilities of each Party with respect to such importation process. 21 2.7.5 Owner shall deliver the FLNG Vessel to Charterer at a location proximate to the Terminal to be designated by Charterer, with Charterer notifying Owner of such location at least sixty (60) Days prior to the Scheduled Delivery Date (such location the “Delivery Location”). The FLNG Vessel is to be cleared for import at the place of destination. All costs associated with Marine Services, shipping agents or any other person in respect of the delivery of the FLNG Vessel to the Terminal shall be invoiced directly to Charterer. 2.7.6 Each Party shall use reasonable endeavors to cooperate in the optimization of the Tax and regulatory structure for importation and exportation of the FLNG Vessel. Charterer is in the process of requesting to Argentinian Governmental Authorities, the creation of a sub Tax-free zone nearby San Antonio Este, Province of Rio Negro, that would result in the entry of the FLNG Vessel through a special procedure not involving an importation thereof since said Tax-free zone will not be considered part of Argentina’s custom territory (territorio aduanero). 2.8 Authorizations 2.8.1 Charterer shall obtain and maintain all Authorizations listed on Exhibit G. The obtaining and maintaining of any Authorization which may be required which is not expressly identified in this Charter shall be the responsibility of the Party who requires such Authorization to perform its obligations under this Charter. 2.8.2 If Owner fails to comply with its obligation under Clause 2.8.4 and as a result Charterer fails to obtain, renew, comply with or maintain any Authorization and such failure results in reduced or no performance of the FLNG Vessel’s ability to send out LNG, such reduction in performance shall be treated in accordance with Clause 10 and Hire shall be reduced in accordance therewith without affecting Charterer’s termination rights pursuant to Clause 4.3.7. 2.8.3 If the failure of Charterer to obtain any necessary Authorization required pursuant to Clause 2.8.1 results in a delay of performance under this Charter, such delay shall be a Charterer Delay Event, except to the extent that such delay is a result of Owner’s failure to provide to Charterer any document required to obtain such Authorization. 2.8.4 Each Party shall use reasonable endeavors to assist the other Party in procuring and maintaining any Authorizations for which such Party is responsible pursuant to this Clause 2.8. 2.9 Conditions Precedent 2.9.1 Except as expressly set forth to the contrary in this Charter, this Charter (other than this Clause 2.9 and Clauses 1, 2.2.1, 15, 16, 17, 18, 19, 20, 21, 22 (other than 22.1), 23, 24, 25, 26 and 27, which shall be in full force and effect as of the Execution Date) shall not become effective until the following conditions (the “Conditions Precedent”) have been satisfied or waived in accordance with this Clause 2.9 (the date on which all Conditions Precedent have been satisfied or waived, the “Effective Date”): 22 (i) Charterer has made a positive FID, on or before [*****], with regards to use of this Charter as part of the Project; (ii) Charterer has received all LNG export permit(s) necessary to export LNG pursuant to this Charter on or before [*****]; (iii) Charterer has obtained all applicable environmental approvals required to develop the Project on or before [*****]; (iv) Charterer has submitted an application for approval of the Project as a Long-Term Export Strategic Project investment under the Regimen de Incentivo a Grandes Inversiones, on or before [*****]; (v) Charterer has fulfilled its credit support obligations in accordance with Clause 17.1.1. 2.9.2 Promptly upon satisfaction of each of the applicable Conditions Precedent in Clause 2.9.1. Charterer shall notify Owner of such satisfaction. In the period from execution of this Charter until satisfaction of the Conditions Precedent, Charterer shall keep Owner informed of progress as to satisfaction of the Conditions Precedent in 2.9.1 on a Monthly basis and shall reply promptly to any request from Owner for an update as to status thereof. 2.9.3 The Conditions Precedent in Clause 2.9.1(i) through 2.9.1(iv) are for the benefit of Charterer and may be waived only by Charterer. The Condition Precedent in Clause 2.9.1(v) is for the benefit of Owner and may be waived only by Owner. 2.9.4 Charterer shall use reasonable endeavors to satisfy or procure the satisfaction of each Condition Precedent by the applicable deadline stated in Clause 2.9.1 for each individual Condition Precedent (each a “CP Deadline”). The Day on which all the Conditions Precedent have been satisfied or waived shall be the “CP Fulfillment Date”. The Parties may extend any CP Deadline by mutual agreement (in each case, in the applicable Party’s sole discretion). In the event that Charterer requests any extension of a CP Deadline, the Parties shall meet and discuss in good faith regarding such extension for a period of no less than five (5) Business Days, provided at the time of such request, Charterer shall provide to Owner (i) an explanation for the delay in achieving the applicable CP Deadline, and (ii) Charterer’s proposed plan and timeline on satisfying such Condition Precedent within the proposed extended CP Deadline. 2.9.5 If any Condition Precedent has not been satisfied or waived by the applicable CP Deadline applicable to such Condition Precedent, then following any extension due to a discussion period requested pursuant to Clause 2.9.4, at any time thereafter for up to [*****] either Party may terminate this Charter with immediate effect by giving the other Party Notice of termination of this Charter provided that any Condition Precedent remains neither satisfied nor waived on the date such termination Notice is delivered to the other Party. If at the time of such Notice of termination the Hilli FID has been taken, Charterer shall pay Owner [*****] in liquidated damages within fifteen (15) Business Days after receiving an invoice for such amount from Owner; provided that if the Day for such payment is not a Banking
23 Day, such payment shall be due and payable on the next Banking Day. For the avoidance of doubt, Parties agree that if the Hilli FID has not been taken, the [*****] amount shall not become due and payable by Charterer and Owner shall not be entitled to invoice such amount. 3 Description and Condition of FLNG Vessel and Terminal 3.1 FLNG Vessel Condition Owner warrants to Charterer in respect of the FLNG Vessel that as of the Commercial Start Date and during the Charter Term: 3.1.1 the FLNG Vessel shall comply with the FLNG Vessel Specifications, Applicable Law, International Standards and applicable Authorizations in all material respects; 3.1.2 the FLNG Vessel shall be in every way fit to receive, handle, store, discharge and measure Gas and to store, discharge and measure LNG, respectively, safely and in bulk and shall be suitable for all operations contemplated by this Charter; 3.1.3 the FLNG Vessel shall be in good working order and condition; 3.1.4 the FLNG Vessel is equipped with tank gauges and devices (both primary and secondary) for measuring temperature, send-out rate, level and pressure which conform to generally acceptable practice in the use and service in which the FLNG Vessel is to be engaged (including the liquefaction of Feed Gas) and which are customarily maintained on board floating LNG vessels capable of liquefying LNG and which comply with Applicable Law, International Standards and Authorizations; 3.1.5 the FLNG Vessel is equipped with VHF radiotelephone, satellite communications earth station, electronic mail capability, and such other radio telecommunication or other instantaneous communications equipment as may be required by the Registry and with a computer capable of maintaining and transmitting Charterer’s logs and other shipboard documents required to be transmitted via electronic mail to Charterer. 3.2 Owner’s Obligations Post-Delivery 3.2.1 Unless caused by Charterer, and notwithstanding Charterer’s rights under Clause 5, Owner shall be responsible for ensuring the FLNG Vessel throughout the Charter Term is able to receive Feed Gas and produce LNG up to the Guaranteed Available Capacity. Owner shall use commercially reasonable endeavors to ensure that the FLNG Vessel throughout the Charter Term is able to produce annual quantities of LNG up to the Nameplate Capacity. 3.2.2 Unless caused by Charterer, Owner shall be responsible for the costs of repairs to the FLNG Vessel, her machinery or appurtenances and/or replacements to her machinery or appurtenances occasioned by latent defects in the FLNG Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter. 3.2.3 In the case of any Casualty Loss to the FLNG Vessel that is not a Constructive Total Loss or a Total Loss, Owner shall be responsible for the cost of the restoration 24 or repair of such Casualty Loss, unless arising out of any gross negligence or willful misconduct of any member of Charterer’s Indemnitee Group. 3.2.4 Prior to carrying out any work contemplated under Clause 3.2.2 or Clause 3.2.3 and if any such work impairs the FLNG Vessel’s ability to perform the Charter, Owner shall consult with Charterer and shall use reasonable endeavors to accommodate requests from Charterer as to the dates on which the FLNG Vessel shall be taken out of service and shall return to service. Owner shall use reasonable endeavors to schedule any work required as a result of Owner’s obligations under Clause 3.2.2 or Clause 3.2.3 between [*****] and [*****] in each Contract Year. 3.2.5 Notwithstanding anything to the contrary in Clause 15, if the FLNG Vessel becomes a wreck and is an obstruction to navigation and has to be removed by order of any Governmental Authority having jurisdiction over the area where the FLNG Vessel is placed or as a result of Applicable Law, Owner and Charterer shall share liability in equal proportions for any and all expenses in connection with the salvage, raising, removal, destruction, lighting or marking of the FLNG Vessel, unless, and to the extent that such liability arises out of: (i) any gross negligence or willful misconduct of any member of Charterer’s Indemnitee Group, in which case Charterer shall be wholly responsible for such expenses or (ii) any gross negligence or willful misconduct of any member of Owner’s Indemnitee Group, in which case Owner shall be wholly responsible for such expenses. 3.3 FLNG Vessel Specifications; Terminal Specifications; Compatibility 3.3.1 Owner shall provide to Charterer the FLNG Vessel Specifications within thirty (30) Days after the Execution Date. Promptly, and in any event prior to [*****], Charterer shall develop in collaboration with Owner, and provide to Owner a copy of, the Terminal Specifications, using commercially reasonable endeavors to ensure that the Terminal Specifications are compatible with the FLNG Vessel Specifications such that they will not require modification to the FLNG Vessel Specifications. 3.3.2 Owner shall, as soon as practicable but no later than twenty (20) Days after receiving such copy of the Terminal Specifications pursuant to and in accordance with Clause 3.3.1, confirm if the Terminal Specifications are compatible with the FLNG Vessel Specifications. If Owner determines that the Terminal Specifications are not compatible with the FLNG Vessel Specifications, Owner shall provide reasonable documentation in support of any determination of incompatibility, provided that if Owner does not provide a reply within such twenty (20) Days period, the Terminal Specifications shall be deemed approved by Owner. 3.3.3 If, despite the use of commercially reasonable endeavors by Charterer in accordance with Clause 3.1, the Terminal Specifications are determined by Owner not to be compatible with the FLNG Vessel Specifications, Owner and Charterer shall, as soon as practicable following receipt of such determination, meet and discuss the FLNG Vessel Specifications and the Terminal Specifications in good faith and each shall use commercially reasonable endeavors to modify their respective specifications to provide for compatibility, provided that the Parties shall agree on compatible specifications on or before [*****]. 25 3.3.4 Owner and Charterer shall each bear their own respective costs associated with any modifications required to the FLNG Vessel and Terminal to ensure compatibility between the Mooring System Infrastructure and the FLNG Vessel which may be agreed pursuant to Clause 3.3.3. 3.3.5 Subject to Clause 3.3.6, neither Party shall have the right to modify their respective specifications in a manner that would render it incompatible with the other Party’s specifications, unless such modification is required by a Change in Law, in which case Clause 3.4 shall apply. 3.3.6 Without prejudice and subject to Clause 3.3.4, if Charterer makes any modification to the Terminal that renders the Terminal (including the Mooring System Infrastructure) incompatible with the FLNG Vessel Specifications, Charterer shall compensate Owner for the reasonable cost of modifying the FLNG Vessel Specifications to be compatible with the modified Terminal through an adjustment to Hire amortizing the cost of such modification over the remainder of the term of the Charter assuming a [*****] internal rate of return. Owner shall use reasonable endeavors to effect such modifications to the FLNG Vessel, and Hire shall remain due and owing while the Terminal and/or FLNG Vessel undergoes any such modifications. 3.4 Change in Law 3.4.1 To the extent not otherwise provided for under this Charter, Owner shall bear the cost of any modifications required to be made to the FLNG Vessel due to changes required by the Classification Society or, subject to Clause 3.4.4, any Change in Law other than an Argentinian Change in Law. 3.4.2 Charterer shall bear the cost of any modifications required to be made to the FLNG Vessel due to any Argentinian Change in Law; provided, however, that if such modification is due to the implementation of any of the LNG Terminal Standards referenced in sub-clauses (ii) through (v) of the definition of “LNG Terminal Standards”, such cost shall be borne by Owner. To the extent the referred cost must be borne by Charterer, Owner shall invoice it to Charterer in accordance with Clause 7.2 hereof, following receipt by Owner of corresponding invoices from relevant suppliers or subcontracts. Any Taxes applicable to such costs shall be borne by Charterer and the invoice may contain provision for a Tax gross-up, if applicable, in which case Clause 8.2. shall apply, mutatis mutandis. 3.4.3 In the event of any Specified Change in Law, Charterer may request Owner to engage in discussions regarding the impact of, and any mitigating actions that can be taken in response to, such Specified Change in Law, in which case the Parties shall discuss the Matter in good faith for [*****], plus an additional period of o[*****] at the option of Charterer, or such other period of time agreed by the Parties. If these discussions do not yield a resolution satisfactory to Charterer, Charterer shall have the right to terminate this Charter with immediate effect upon Notice to Owner. Following such termination, Charterer shall pay as liquidated damages [*****] in twelve equal Monthly and consecutive instalments, starting from the month of termination. 26 3.4.4 If any Change in Law results in Incremental Costs that will increase the Hire by an average of more than [*****] per Contract Year for the remainder of the Charter Term, or results in an increase of [*****] in any Contract Year, Charterer shall have the right to terminate this Charter by providing at least [*****] Notice to Owner; provided, however, that if Owner agrees to bear the costs in excess of the amounts set forth in the preceding sentence, then Charterer shall not have the right to terminate this Charter as a result of such Incremental Costs. If this Charter is terminated under this Clause 3.4.4 no further liability shall accrue to either Party from the date of such termination. 3.4.5 Following a termination in accordance with Clauses 3.4.3 and 3.4.4, each Party specifically reserve for itself the right to protest to the appropriate Governmental Authority the amount or validity of any Incremental Costs. To the extent either Party has any rights or protection under an agreement with any appropriate Governmental Authority that might reasonably be expected to limit or eliminate the obligation to incur such Incremental Costs, the Parties shall cooperate in good faith, and each Party shall take reasonable steps that are commercially practicable to enforce its rights and protections, but shall not be required to commence, or engage in, any litigation or Dispute resolution procedures with any Governmental Authority in that regard. 3.5 Title and Risk of Loss of Feed Gas and LNG Owner shall bear no risk of loss of Feed Gas or LNG, including Commissioning Gas. At no time shall title to Feed Gas, including Commissioning Gas, pass to Owner. 3.6 Charterer’s Responsibilities Charterer shall be responsible for provision of the following services: 3.6.1 the construction of the Terminal by the Scheduled Delivery Date; 3.6.2 providing necessary Commissioning Gas and lifting produced LNG during commissioning and the Performance Tests; 3.6.3 providing or procuring provision of pilot, fire boats and tugs required for LNG Ship operations, escort vessels and security measures (including guard vessels), and any other assistance required in order for LNG Ships to reach and be properly moored, stay, and operate at, and leave the Loading Port, including the payment of any Port Charges for such services; 3.6.4 providing or procuring provision of pilot, fire boats and tugs required for the FLNG Vessel operations, escort vessels and security measures (including guard vessels), and any other assistance required in order for the FLNG Vessel to be properly moored, stay, and operate at, and leave the Loading Port, including the payment of any Port Charges for such services; and 3.6.5 management and coordination of the preparation of all environmental impact assessments together with the implementation of any corresponding environmental review processes required by all applicable International Standards; provided that Owner shall provide reasonable cooperation in implementing any such
27 environmental review processes consistent with its obligations set forth in this Charter. 4 Charter Term 4.1 Initial Period The initial term of service for the FLNG Vessel under this Charter shall be from the Commercial Start Date until the date falling on the twentieth (20th) anniversary of the Commercial Start Date (the “Initial Period”), save that any period of Deemed Performance shall be deducted from the Initial Period. The “Charter Term” shall consist of the Initial Period, plus any extension of the term pursuant to Clause 4.2 or as otherwise agreed in writing by the Parties. 4.2 Extension Period Charterer will have the option to extend this Charter for a further [*****] year period following the end of the Initial Period by giving Owner Notice of exercising such option by the [*****] anniversary of CSD. 4.3 Termination for Owner Default In the event that: 4.3.1 the Shipyard Contract is terminated due to: (i) Owner’s default thereunder; or (ii) Shipyard Contractor default thereunder, and the conditions described in Clause 5.1.5 granting Charterer a termination right for Charterer have been met; 4.3.2 Owner fails to timely repay Charterer any amount paid by Charterer to the Shipyard Contractor, pursuant to the Shipyard Direct Agreement in order to cure an Owner default under the Shipyard Contract, pursuant to and in accordance with the timeframes set forth in Clause 5.1.9; 4.3.3 The information received by Charterer from Owner pursuant to Clauses 5.1.1, 5.1.2, 5.1.3, 5.1.6, or 5.2.1, objectively demonstrates that (i) the Delivery Date will not occur within [*****] of the Scheduled Delivery Date or (ii) the FLNG Vessel will fail to achieve any of the Required Performance Levels by the end of the Defects Correction Period pursuant to Clause 5.6.3; 4.3.4 the FLNG Vessel fails to achieve any of the Required Performance Levels by the end of the Defects Correction Period pursuant to Clause 5.6.3; 4.3.5 the Delivery Date does not occur within [*****] of the Scheduled Delivery Date; 4.3.6 without Charterer’s approval, the FLNG Vessel is subject to Arrest as a consequence of any claim or event other than a claim arising by, through or under acts, deeds or omissions of Charterer and is not released for any reason from such Arrest within [*****] after being Arrested, unless Owner is using 28 reasonable endeavors to secure the release of the FLNG Vessel, in which case, subject to Clause 4.3.9, the time limit shall be extended to [*****]; 4.3.7 Owner breaches any term of this Charter and such breach is the preponderant cause of Charterer’s failure to obtain any Authorization that is the responsibility of Charterer or is the preponderant cause for any such Authorization to expire, be revoked or to be modified in a material respect, and such failure continues for a period of [*****]; 4.3.8 Owner fails or refuses to obtain and/or to maintain any of the insurances required under Clause 14; provided, that if, upon Notice of such default, Owner diligently proceeds to cure such default, then, Owner shall have [*****] after Notice of such breach from Charterer to cure the breach; 4.3.9 the FLNG Vessel is subject to a Capacity Unavailability for the period described in Clause 10.3, subject to the exceptions set out therein; 4.3.10 Owner causes a Total Loss or Constructive Total Loss of the FLNG Vessel; 4.3.11 Owner fails to obtain or maintain in full force and effect any credit support required pursuant to Clause 17.1, and Charterer has provided Notice thereof to Owner, unless within [*****] of receiving such Notice, Owner obtains credit support that meets the requirements of Clause 17.1; 4.3.12 Owner is subject to a Bankruptcy Event; or 4.3.13 Owner fails to pay any amounts in excess of [*****] owing hereunder to Charterer that are not subject to a Dispute and such failure to pay is not cured within [*****] after Owner’s receipt of Notice thereof from Charterer, then Owner shall be in default under this Charter (“Owner Default”) and, in addition to any other rights Charterer may have hereunder, Charterer may, in its sole discretion, terminate this Charter by Notice to Owner. Such termination shall be effective when the FLNG Vessel is free of LNG (other than LNG Heel), subject to Charterer’s obligation to discharge such LNG within a reasonable time; provided that all costs in connection with the discharge of such LNG shall be borne by Owner and, provided, further, that Charterer shall have no obligation to pay the Monthly Hire Fee during any period following Charterer’s Notice of default to Owner. Upon termination of this Charter due to an Owner Default, then, for any termination due to an Owner Default under Clauses 4.3.1 to 4.3.13, Owner shall pay Charterer liquidated damages for Owner Default, within fifteen (15) Banking Days after receiving an invoice for such amount from Owner (provided that, if the Day for such payment is not a Banking Day, such payment shall be due and payable on the next Banking Day) that are equal to the following (as applicable, the “LDOD”): (i) for any Owner Default pursuant to Clause 4.3.1(i) through 4.3.5 [*****], provided that if Owner recovers and receives amounts in excess of [*****] from the Shipyard Contractor in accordance with the Shipyard 29 Contract, then Owner and Charterer shall equally share the net proceeds of any such amounts; or (ii) in all other cases not described in subclause (i), [*****]. 4.4 Termination for Charterer Default In the event that: 4.4.1 Charterer fails to pay any amounts in excess of [*****] owing hereunder to Owner that are not subject to a Dispute and such failure to pay is not cured within [*****] after Charterer’s receipt of Notice thereof from Owner; 4.4.2 Charterer is subject to a Bankruptcy Event; 4.4.3 Charterer causes a Total Loss or Constructive Total Loss of the FLNG Vessel; 4.4.4 any credit support required pursuant to Clause 17.1 is not obtained or ceases to be in full force and effect, and Owner has provided Notice thereof to Charterer, unless, within [*****] of receiving such Notice such credit support is obtained or a replacement credit support equal in scope and value to the original credit support and by a Person reasonably acceptable to Owner is substituted for the original credit support no longer in effect; 4.4.5 Charterer (a) fails to obtain any Authorization that is the responsibility of Charterer to obtain and is necessary for Charterer to comply with, or if any such Authorization is revoked, withheld or expires or is modified in a material respect or (b) breaches any term of this Charter and such breach is the preponderant cause of Charterer’s failure to obtain any Authorization that is the responsibility of Charterer or is the preponderant cause for any such Authorization to expire, be revoked or to be modified in a material respect, and with respect to both subclauses (a) and (b) of this Clause 4.4.5, such failure results in Owner’s inability to connect the FLNG Vessel with the Terminal or otherwise moor the FLNG Vessel at the Terminal for a period of [*****] or more; 4.4.6 without Owner’s approval, the FLNG Vessel is subject to Arrest as a consequence of any claim or event arising by, through or under acts, deeds or omissions of Charterer and is not released for any reason from such Arrest within [*****] after being Arrested, unless Charterer is using reasonable endeavors to secure the release of the FLNG Vessel, in which case the time limit shall be extended to [*****]; then Charterer shall be in default under this Charter (“Charterer Default”) and, in addition to any other rights Owner may have hereunder, Owner may, in its sole discretion, terminate this Charter by written Notice to Charterer. Such termination shall be effective when the FLNG Vessel is free of LNG (other than LNG Heel), subject to Charterer’s obligation to discharge such LNG within a reasonable time and to pay Monthly Hire Fee during any period prior to discharge of the LNG in accordance with Clause 7.5. Upon termination of this Charter due to a Charterer Default, Charterer shall immediately pay Owner liquidated damages for Charterer Default (“LDCD”) equal to: (a) 30 until the second anniversary of the Commercial Start Date, [*****] and (b) thereafter, the liquidated damages shall be reduced by [*****] on each anniversary of the Commercial Start Date, including the second (2nd) anniversary, but in no event shall be less than [*****]. 4.5 Termination for Loss of FLNG Vessel Should the FLNG Vessel be a Total Loss, this Charter shall terminate and payment of Hire shall cease at 12:00 hours local time (at the Loading Port) on the Day of her loss. Should the FLNG Vessel be a Constructive Total Loss, this Charter shall be deemed terminated as of 12:00 hours local time (at the Loading Port) on the Day during which the FLNG Vessel was damaged and the payment of Hire shall cease at such date and time. Notwithstanding the foregoing, if (i) there is a Total Loss or a Constructive Total Loss of the FLNG Vessel due to a default by Owner, this Charter shall be terminated in accordance with Clause 4.3; or (ii) there is a Total Loss or a Constructive Total Loss of the FLNG Vessel due to a default by Charterer, this Charter shall be terminated in accordance with Clause 4.4 and in each case without prejudice to any remedies available to the respective Parties under this Charter or in accordance with Applicable Law. 4.6 Payment Upon Default and Termination Upon termination for an Owner Default or Charterer Default, such Owner Default or Charterer Default shall be deemed a breach of this Charter and the non-defaulting Party shall have the right to recover all remedies available at law or at equity relating to such breach (except to the extent excluded pursuant to Clauses 15.4, 15.5, 15.8, or 15.9) and shall have the right to immediately draw down on any outstanding credit support issued in the non-defaulting Party’s favor pursuant to this Charter in order to cover amounts owing to the non-defaulting Party, including, in respect of Charterer, the payment of the LDCD, and in respect of Owner or the payment of the LDOD. 4.7 Termination for Convenience Charterer shall have the right to terminate this Charter by issuing a written early termination Notice to Owner, subject to the following conditions: (i) such termination Notice shall be delivered by Charterer to Owner no later than the twelfth (12th) anniversary of the Commercial Start Date; (ii) the termination shall have all the effects of this Charter reaching the end of its Charter Term on the date of termination and shall not constitute either an Owner Default or a Charterer Default; (iii) after the date of delivery of the termination Notice, and until the date of redelivery of the FLNG Vessel in accordance with Clause 5.8, the Parties shall remain bound by the terms of this Charter; (iv) the termination shall become effective on the fifteenth (15th) anniversary of the Commercial Start Date and the Monthly Hire Fee shall remain payable in accordance with this Charter up until such termination date; and (v) Charterer shall pay Owner liquidated damages in the amount of [*****] (the “Early Termination Payment”) on such termination date. 4.8 Termination for lack of Hilli FID If Hilli FID has not been taken on or before [*****], then, at any time up to [*****] thereafter, either Party may terminate this Charter and such termination shall be immediately effective upon notifying the other Party, provided that, the Hilli FID has not occurred prior to the issuance of such Notice. Upon expiration of such [*****] period, neither Party shall have a right to terminate this Charter. For the avoidance of doubt,
31 termination of this Charter pursuant to this Clause 4.8 shall not constitute either an Owner Default or a Charterer Default. 5 Delivery and Redelivery 5.1 Progress Reporting 5.1.1 Owner shall provide Charterer with a summary report each Month (each a “Progress Report”) prior to the date of delivery of the FLNG Vessel to Owner by Shipyard Contractor (the “Shipyard Delivery Date”) that updates Charterer on the progress of the Conversion and construction of the FLNG Vessel by the Shipyard Contractor and other activities relevant to the performance of the Shipyard Contract, including: (i) any events or circumstances occurring prior to the date of such Progress Report (except to the extent previously reported in a Progress Report or Ad Hoc Report) that have caused, or can reasonably be expected to cause, an aggregate delay of more than [*****] to the Shipyard Delivery Date and shall include therewith the estimated period of any such delay; (ii) any events or circumstances that might result in the FLNG Vessel no longer being compatible with the Terminal Specifications; or (iii) any termination of the Shipyard Contract or the occurrence of any events or circumstances that objectively demonstrate, that if not cured, would result in a termination right for Owner or the Shipyard under the Shipyard Contract, including due to a failure to achieve or otherwise satisfy any Off-Site Tests. Without limiting the foregoing, each such Progress Report shall be in a form reasonably requested by Charterer and shall be based on information known to Owner or readily available to Owner, including as provided to Owner pursuant to the Shipyard Contract. 5.1.2 Additionally, Owner will promptly provide ad-hoc progress notices (each an “Ad Hoc Report”), but no later than [*****] following Owner receiving an ad-hoc notice under the Shipyard Contract in respect of the following: (i) safety incidents, including any incidents involving personnel injury, material release, fire or significant near misses; (ii) material damage to or destruction of any portion of the FLNG Vessel or equipment is materially damaged or is destroyed, detailing such occurrence, any required repairs or replacement and the estimated duration of such repairs or replacement, including any estimated impact on the Delivery Date; and (iii) notices of the occurrence of any events or circumstances described in Clause 5.1.1(i). 32 5.1.3 If any Progress Report or Ad Hoc Report objectively demonstrates an inability of Owner to achieve the Delivery Date within [*****] of the Scheduled Delivery Date or achieve the Required Performance Levels by the day that is [*****] after the Scheduled Delivery Date pursuant to Clause 5.6.3, Owner shall promptly meet with and update Charterer in writing on a weekly basis (or more frequent basis, if reasonably under the circumstances) regarding such events and circumstances and shall provide additional information, data, and descriptions as are reasonably requested by Charterer for Charterer to evaluate the effect of such events and circumstances on Owner’s ability to achieve the Delivery Date within [*****] of the Scheduled Delivery Date or achieve the Required Performance Levels by the day that is [*****] after the Scheduled Delivery Date pursuant to Clause 5.6.3. 5.1.4 If a termination right for any party arises under the Shipyard Contract, or events or circumstances have occurred that might, with the passage of time or otherwise, result in a termination right for any party under the Shipyard Contract, then the Parties shall meet and discuss alternatives for mitigating the underlying events or circumstances; provided, however, that such mitigation measures shall not prejudice any right of a Party to terminate pursuant to Clause 4.3. 5.1.5 If the Shipyard Contract is terminated for any reason other than Owner’s default thereunder, Owner shall promptly meet with Charterer to discuss such termination and shall promptly provide Charterer with information and supporting evidence (if any) that objectively shows that despite such Shipyard Contract termination, (i) Owner will be able to achieve the Delivery Date within [*****] of the Scheduled Delivery Date, and (ii) the FLNG Vessel will be able to achieve any of the Required Performance Levels by the end of the Defects Correction Period pursuant to Clause 5.6.3. Charterer shall not have the right to terminate this Charter pursuant to Clause 4.3.1(i) if Owner so provides such information and supporting evidence. 5.1.6 In addition to the foregoing, if Charterer has obtained verifiable information related to events or circumstances affecting the FLNG Vessel that result in Charterer having a good faith belief that (i) the Delivery Date might not occur within [*****] of the Scheduled Delivery Date or (ii) the FLNG Vessel might fail to achieve any of the Required Performance Levels by the end of the Defects Correction Period pursuant to Clause 5.6.3, then Charterer may request that Owner provide, and Owner shall use its reasonable efforts to provide, information and updates to Charterer in relation to such events or circumstances and their effect on the FLNG Vessel and the timing of its arrival at the Terminal. 5.1.7 No later than [*****] after the Effective Date, Owner, Charterer and Shipyard Contractor shall enter into a “Shipyard Direct Agreement”, in form and substance reasonably satisfactory to Charterer, pursuant to which (a) Shipyard Contractor is obligated to notify Charterer of any defaults of Owner (including any failure to timely make payment to Shipyard Contractor) or the initiation of any dispute process under the Shipyard Contract, (b) Charterer is entitled to a reasonable additional period of time to cure any such defaults of Owner prior to Shipyard Contractor’s exercise of any corresponding termination or suspension rights deriving from or related to any such Owner defaults, and (c) Charterer has 33 the right to effect, and Shipyard Contractor is obligated to accept, the novation of the Shipyard Contract from Owner to Charterer. 5.1.8 Prior to entry by Charterer, Owner, and Shipyard Contractor into the Shipyard Direct Agreement, Owner shall not amend the Shipyard Contract in a manner that would materially affect Owner’s ability to comply with this Charter, including altering any specifications for the FLNG Vessel that would result in the Terminal Specifications not being compatible with the FLNG Vessel Specifications. 5.1.9 If Charterer elects to pay and cure Owner’s default under the Shipyard Contract, and Owner has not repaid Charterer for any amounts paid to cure any such default within [*****] from Charterer’s subsequent issuance of an invoice for such curing payment, then Charterer shall have the right to terminate this Charter pursuant to Clause 4.3.1. 5.2 Inspections and Tests 5.2.1 Owner shall provide Charterer with at least [*****] prior Notice of any Off-Site Tests or Select Offsite Tests being conducted for the FLNG Vessel. A reasonable number of Charterer’s Representatives may, at Charterer’s sole risk and expense, attend any Off-Site Tests or Select Offsite Tests. Owner shall cause Shipyard Contractor and use commercially reasonable efforts to procure that any other relevant contractor grant Charterer (or its Representatives) such access as necessary to effectuate the foregoing such rights. Owner shall, not later than [*****] following Owner’s receipt thereof from Shipyard Contractor, provide Charterer with true and correct copies of all reports related to the Off-Site Tests or Select Offsite Tests; provided, however, that for any Select Offsite Tests attended by Owner but not attended by Charterer, Owner shall only be required to provide a summary of the reports for those Select Offsite Tests in the next Progress Report. 5.2.2 Owner shall provide Charterer with at least [*****] prior Notice of any Performance Tests being conducted for FLNG Vessel. A reasonable number of Representatives may, at Charterer’s sole risk and expense, attend any Performance Tests. Owner shall grant Charterer or its Representatives such access as is necessary to exercise the foregoing such rights. Owner shall, not later than [*****] following Owner’s receipt thereof, provide Charterer with true and correct copies of all reports related to the Performance Tests. 5.2.3 In addition to the attendance rights set forth in Clause 5.2.1. and 5.2.2., from the Execution Date and upon obtaining Owner’s prior consent, which consent shall not be unreasonably withheld or delayed, a reasonable number of Charterer’s Representatives may, at Charterer’s sole risk and expense, inspect or re-inspect (as the case may be) the FLNG Vessel, and in connection therewith, Owner shall provide reasonably requested access to: (i) the FLNG Vessel’s hull, Liquefaction Equipment, compressor rooms, engine rooms, cargo control rooms, navigation bridge and deck areas, engine and all other spaces (excluding cargo tanks) and equipment throughout the FLNG Vessel; and (ii) all log-books, on board construction records and schedules, records of surveys by the Classification Society (and any relevant Governmental Authority) and the FLNG Vessel’s operating procedures, 34 5.2.4 Charterer (and Charterer’s Representatives) shall ensure that any such inspection attendance at any Off-Site Test, Select Offsite Test or Performance Test is conducted without any material adverse impact to the safe and efficient construction, commissioning, start-up, maintenance and operation of any portion of the FLNG Vessel, and Charterer shall cause any Person accessing the FLNG Vessel or attending any such test on behalf of Charterer for the purposes of such inspection or observing such tests to comply with all applicable health, safety and security procedures, which may include such Person(s) providing written acknowledgement of such procedures and signing letters of indemnity. For the avoidance of doubt, notwithstanding the right of attendance, Charterer’s Representatives shall not interfere with or lead the performance of such any Off-Site Test or Select Offsite Test. 5.2.5 Charterer shall indemnify and hold harmless Owner and its Affiliates from any claims and losses resulting from Charterer’s (and Charterer’s Representatives’) attendance at any Off- Site Test, Select Offsite Test, Performance Test, or inspection of the FLNG Vessel. 5.3 Delivery and Delivery Date 5.3.1 Owner shall deliver the FLNG Vessel to Charterer safely afloat at the Delivery Location as set forth in this Charter. Owner shall not deliver the FLNG Vessel to any other Person, enter into any other charter commitment for the FLNG Vessel, or make use of the FLNG Vessel for commercial liquefaction operations for its own benefit or the benefit of any Affiliate of Owner. 5.3.2 The date on which the FLNG Vessel arrives at the Delivery Location shall be the “Delivery Date”, which shall be as scheduled pursuant to Clause 5.4. 5.3.3 Owner shall ensure that the FLNG Vessel’s tanks are in a condition to be agreed by the Parties at the Delivery Location on the Delivery Date. 5.4 Departure Notice, Delivery Windows and Commercial Start Date 5.4.1 On or before [*****], Owner shall notify Charterer (the “Notification Date”) of its election of a three (3) Month window (the “First Window”) within which the Delivery Date is intended to occur; which election shall be within the period between [*****]. If Owner fails to provide timely Notice to Charterer pursuant to this Clause 5.4.2, the First Window shall commence on [*****]. 5.4.2 Owner shall notify Charterer at least [*****] before the commencement of the First Window of a one (1) Month window within the First Window (the “Second Window”), within which the Delivery Date is intended to occur. If Owner fails to provide timely Notice to Charterer pursuant to this Clause 5.4.2, the Second Window shall commence on the date that is one (1) Month prior to the end of the First Window. 5.4.3 Owner shall notify Charterer at least [*****] before the commencement of the Second Window period of a [*****] window within the Second Window (the “Final Window”) within which the Delivery Date is intended to occur. If Owner fails to provide timely Notice to Charterer pursuant to this Clause
35 5.4.3, the Final Window shall commence on the date that is [*****] prior to the end of the Second Window. 5.4.4 Owner shall notify Charterer, at least [*****] before the commencement of the Final Window period, of the adjusted Scheduled Delivery Date, which shall be a Day which falls within the Final Window. If Owner fails to provide timely Notice to Charterer pursuant to this Clause 5.4.4, the adjusted Scheduled Delivery Date shall be the final Day of the Final Window. 5.4.5 As soon as practicable after the FLNG Vessel’s departure from (i) the Shipyard, and (ii) if applicable, its final port of call en route to the Loading Port for delivery under this Charter, Owner shall notify, or cause the Master to notify, Charterer of such departure for informational purposes only (each a “Departure Notice”). 5.4.6 If the Delivery Date does not occur within [*****] of the Scheduled Delivery Date, then for every Day from the end of such period until the earlier of the date on which the Delivery Date occurs and [*****] months from the Scheduled Delivery Date, Owner shall pay Charterer liquidated damages in an amount equal to [*****] per Day. Charterer shall invoice Owner for the aggregate amount relating to any relevant Month following the end of such Month. 5.4.7 The “Commercial Start Date” shall be the date on which Charterer becomes obligated to issue the Certificate of Acceptance. 5.5 Commissioning Gas 5.5.1 No later than [*****] after Owner’s nomination of the Final Window in accordance with Clause 5.4.3, Charterer shall propose the schedule for the provision of Feed Gas for use in the commissioning of the FLNG Vessel and the completion of the Performance Tests (“Commissioning Gas”). 5.5.2 No later than [*****] after receipt of Charterer’s proposed schedule provided under Clause 5.5.1, Owner and Charterer shall agree on the schedule for provision of Commissioning Gas, which shall be provided by Charterer on an interruptible basis. 5.5.3 Charterer shall ensure that Commissioning Gas delivered to Owner at the Gas Receipt Point meets the FLNG Vessel Specifications. Commissioning Gas shall be metered and measured in accordance with the same procedures applicable to Feed Gas. 5.5.4 Charterer shall promptly notify Owner if Charterer anticipates or otherwise determines prior to delivering Commissioning Gas that such Commissioning Gas is expected not to comply with the Feed Gas Specifications, and such Gas shall be considered off-spec Commissioning Gas (“Off-Spec Commissioning Gas”), which Owner may accept or reject in its sole discretion. 5.5.5 If Off-Spec Commissioning Gas is delivered to Owner without Owner being made aware of the fact that such Off-Spec Commissioning Gas does not comply with the FLNG Vessel Specifications, or without Owner being made aware of the actual 36 extent to which such Off-Spec Commissioning Gas does not comply with the FLNG Vessel Specifications, then: (i) if Owner is able, using reasonable endeavors, to treat the Off- Spec Commissioning Gas to meet the FLNG Vessel Specifications, then Owner shall treat such Off-Spec Commissioning Gas and Charterer shall reimburse Owner for all costs incurred by Owner in treating such Off-Spec Commissioning Gas; or (ii) if Owner determines in good faith that it cannot, using reasonable endeavors, treat such Off-Spec Commissioning Gas to meet the FLNG Vessel Specifications, then: (a) Owner shall be entitled to reject such Off-Spec Commissioning Gas by giving Charterer Notice of such rejection as soon as practicable, and in any case within seventy-two (72) hours after Charterer notifies Owner in writing that such Gas is Off-Spec Commissioning Gas or the actual extent to which such Off-Spec Commissioning Gas does not comply with the FLNG Vessel Specifications; and (b) Owner shall be entitled to either, as Owner deems appropriate, acting as a Reasonable and Prudent Operator: (A) flare such Off-Spec Commissioning Gas or (B) liquefy such Off-Spec Commissioning Gas. In the event that Owner flares the Off-Spec Commissioning Gas, Charterer shall bear the loss of such flared Off-Spec Commissioning Gas. In the event that Owner liquefies the Off-Spec Commissioning Gas, Charterer shall lift the LNG produced therefrom. Subject to Clauses 15.1.1 and 15.2.1, Charterer shall reimburse Owner in respect of and indemnify and hold harmless Owner for any damage to the FLNG Vessel caused as a result of the delivery of such Off-Spec Commissioning Gas. 5.5.6 The supply of Off-Spec Commissioning Gas pursuant to Clause 5.5.4 or 5.5.5 shall constitute a Charterer Delay Event. 5.6 Performance Tests and Certificate of Acceptance 5.6.1 Owner shall provide Charterer all assistance reasonably required for mooring of the FLNG Vessel and to conduct performance tests of the Terminal, and Charterer shall provide Owner all assistance reasonably required in connection with commissioning and the conduct of performance tests (including the Performance Tests in accordance with the Performance Test Protocol) of the FLNG Vessel. Owner shall promptly report the results of the Performance Tests in writing to Charterer. 5.6.2 If the FLNG Vessel meets or exceeds the Required Performance Levels, Charterer shall accept the FLNG Vessel and promptly execute and deliver a Certificate of Acceptance to Owner. The Certificate of Acceptance signed by or on behalf of Charterer shall include confirmation of the quantity of bunkers and LNG Heel on board the FLNG Vessel and serve as a definitive and irrevocable record of Charterer’s acceptance of the FLNG Vessel. 37 5.6.3 If the FLNG Vessel fails the Performance Tests or fails to achieve the Required Performance Levels within [*****] after the Scheduled Delivery Date, as such period may be extended for Force Majeure (but subject to any limitation in Clause 11.3.2) or any Charterer Delay Event during such period, Owner shall have [*****] from the date that falls [*****] after the Scheduled Delivery Date (the “Defects Correction Period”), as such period may be extended for Force Majeure (but subject to any limitation in Clause 11.3.2) or any Charterer Delay Event during such period, to pass the Performance Tests; provided that, if at the end of the Defects Correction Period (as extended, if applicable), the FLNG Vessel has not been able to demonstrate that it is able to achieve the Required Performance Levels by passing the Performance Tests, then: (i) Charterer shall have the right, acting in its sole discretion, to reject the FLNG Vessel and terminate this Charter pursuant to Clause 4.3.4 by providing Notice to Owner within [*****] after the Defects Correction Period, in which case Clause 5.7 (and the termination liability set forth therein) shall apply; and (ii) if Charterer does not elect to terminate this Charter pursuant to Clause 5.6.3(i), the Commercial Start Date shall be deemed to occur on the expiration of the applicable [*****] period following the Defects Correction Period, and Charterer shall, by providing notice thereof to Owner, have the right to reduce the X component of the Monthly Hire Fee on and from the deemed Commercial Start Date, proportionately, based on the performance levels demonstrated in the Performance Tests compared to the Nameplate Capacity, with corresponding adjustments to the Guaranteed Available Capacity and the Allowed Unavailability; provided, however, that within [*****] following the deemed Commercial Start Date (but not thereafter), Owner shall have the right to conduct one (1) additional Performance Test of the FLNG Vessel, and if such re- testing demonstrates that the FLNG Vessel performance levels increased as compared to the last applicable Performance Test then Owner shall, upon providing Notice to Charterer, have the right to increase the X component of the Monthly Hire Fee on and from the date the FLNG Vessel demonstrates such higher performance level, with corresponding adjustments to the Guaranteed Available Capacity and the Allowed Unavailability. For the avoidance of doubt, subject to Clause 6.2, the X component of the Monthly Hire Fee shall not increase beyond [*****]. (iii) Owner shall pay to Charterer as liquidated damages [*****] for each Day of the Defects Correction Period (excluding any days for which a Charterer Delay Event occurs) from the start of the Defects Correction Period to (a) the date on which the Charter is terminated pursuant to Clause 5.6.3.(i), or (b) the date of Commercial Start Date pursuant to Clause 5.6.3 (ii), whichever applies. 5.6.4 If, as a result of one (1) or more Charterer Delay Event, Owner is unable to demonstrate that the FLNG Vessel meets the Required Performance Levels within [*****] of the Delivery Date, then the FLNG Vessel shall be deemed to have passed the Performance Tests (“Deemed Performance”, and 38 such date, the “Deemed Performance Date”) and Hire shall be payable on and from the Deemed Performance Date. 5.6.5 On and from the Deemed Performance Date, Charterer shall use reasonable endeavors to cure the Charterer Delay Event(s) causing the inability of the FLNG Vessel to demonstrate that it is able to meet the Required Performance Levels. Once Charterer cures such Charterer Delay Event and Owner is able to conduct the Performance Tests, Deemed Performance shall end and Owner shall promptly conduct the Performance Tests. If the FLNG Vessel subsequently fails the Performance Tests following a period of Deemed Performance, Owner shall reimburse Charterer for any Hire paid during the period of Deemed Performance pursuant to Clause 5.6.4 and, subject to Clause 5.6.6, Clause 5.6.3 will apply. If one or more Charterer Delay Event has prevented the FLNG Vessel from being able to demonstrate its ability to achieve the Required Performance Level for [*****] from the Deemed Performance Date, Owner will no longer be required to conduct the applicable Performance Tests at the Loading Port and the FLNG Vessel will be deemed to have successfully completed the applicable Performance Tests at the Loading Port and achieved the Required Performance Levels. Notwithstanding the foregoing, if the FLNG Vessel does not achieve the Required Performance Levels within [*****] of the Deemed Performance Date (or a later date to take into account any Charterer Delay Event), the Parties shall ratably reduce the X component of the Monthly Hire Fee on and from the date [*****] from the Deemed Performance Date proportionately to reflect the reduction in actual performance levels as compared to the Nameplate Capacity, with corresponding adjustments to the Guaranteed Available Capacity and the Allowed Unavailability; provided, however, that within [*****] following the date on which Feed Gas was first made available to Owner (but not thereafter), Owner shall have the right to conduct one (1) Performance Test of the FLNG Vessel and if such re-testing demonstrates that the FLNG Vessel performance levels increased as compared to the last applicable Performance Test then Owner shall have the right, upon Notice to Charterer, to increase the X component of the Monthly Hire Fee on and from the date the FLNG Vessel demonstrates such higher performance level, with corresponding adjustments to the Guaranteed Available Capacity and the Allowed Unavailability. For the avoidance of doubt, subject to Clause 6.2, the X component of the Monthly Hire Fee shall not increase beyond [*****]. 5.7 Rejection of FLNG Vessel If Charterer has elected to reject the FLNG Vessel and terminate this Charter in accordance with Clause 5.6.3 (such date of termination, as the case may be, being the “Rejection Date”), then Owner shall be liable to pay Charterer liquidated damages equal to the LDOD, and: 5.7.1 On and from the Rejection Date, no Monthly Hire Fee shall be payable by Charterer to Owner under this Charter; 5.7.2 Owner shall promptly notify Charterer in writing of the amount of LNG remaining on the FLNG Vessel at the Rejection Date (the “Remaining LNG”) and the period of time it would take for the FLNG Vessel to unload or dispose such Remaining LNG;
39 5.7.3 Charterer shall have the right to require Owner, as soon as reasonably practical, and in compliance with safety and other applicable regulations, to remove the FLNG Vessel from the Terminal (with Charterer arranging the export of the FLNG Vessel with relevant Governmental Authorities) and all costs and fees and Taxes associated with any exportation of the FLNG Vessel from Argentina will be borne by Owner; and 5.7.4 Charterer’s termination of this Charter in accordance with Clause 5.6.3 shall not prejudice Charterer’s other rights under this Charter, including under Clause 5.7.1 and 5.7.3. 5.8 Redelivery 5.8.1 Unless otherwise agreed by the Parties or directed by Charterer pursuant to Clause 5.10, the FLNG Vessel shall remain at the Loading Port until the end of the Charter Term. 5.8.2 Upon termination or expiry of this Charter, Charterer shall procure that the FLNG Vessel promptly departs from the Loading Port in accordance with Applicable Law and a Certificate of Redelivery shall be completed and signed on behalf of Owner and Charterer confirming the date and time of redelivery. 5.8.3 In the case of expiry of this Charter, the date and time of redelivery of the FLNG Vessel shall be the final Day of the Charter Term at 23:59 hours local time for the Terminal. In the case of termination of this Charter, the date and time of redelivery shall be as soon as is reasonably practicable. 5.9 Bunkers and LNG Heel on Delivery and Redelivery 5.9.1 Charterer shall accept and pay for all bunkers in the FLNG Vessel at the Commercial Start Date and all LNG Heel in the FLNG Vessel on the Delivery Date. Upon redelivery, Owner shall accept and pay for all bunkers and LNG Heel in the FLNG Vessel (or any other amount of LNG that remains in cargo tanks and is accepted by Owner). Payment for fuel and LNG pursuant to this Clause 5.9.1 shall be, in the case of LNG, in accordance with recent reasonable and documented cost for such LNG, and in the case of bunkers, in accordance with the reasonable and documented prices paid for such bunkers during the FLNG Vessel’s most recent fueling. 5.9.2 The FLNG Vessel shall be redelivered with not less than one thousand five hundred (1,500) tons of fuel oil and five hundred (500) tons of marine diesel oil; and: (i) cargo tanks containing LNG Heel of at least three thousand Cubic Meters (3,000 m3); and (subject to a maximum amount of residual LNG from operations that remains in cargo tanks to be deemed acceptable to Owner) (ii) cargo tanks containing Gas vapor, or (iii) cargo tanks in a Gas-free condition, 40 as determined by Owner and notified in writing by Owner to Charterer; provided, however, that where redelivery is to occur due to expiry of this Charter, Owner shall give Charterer reasonable Notice of its election of one of the above options prior to redelivery, and Charterer shall use reasonable endeavors to comply with such request. 5.9.3 Upon termination or expiry of this Charter, if Charterer does not comply with this Clause 5.9, then the Hire (prorated on an hourly basis) shall be payable until Charterer has fulfilled such obligations in this Clause 5.9. 5.10 Redeployment 5.10.1 Subject to Clause 5.10.2, Charterer shall deploy the FLNG Vessel at the Terminal. 5.10.2 Charterer may request, no more frequently than once in any given five (5) Contract Year period, by Notice to Owner, that Owner re-deploy the FLNG Vessel to an alternative location other than the Terminal (“Redeployment”), provided all the following conditions are met: (i) Feed Gas from such alternative location shall comply with the FLNG Vessel Specifications or otherwise be compatible with the FLNG Vessel to ensure that the FLNG Vessel is capable of producing LNG meeting the FLNG Vessel Specifications; (ii) Charterer has agreed to reimburse Owner for any and all documented incremental costs and expenses incurred by Owner or any of its Affiliates as a result of relocating, re-delivery, and re-commissioning of the FLNG Vessel to such alternate location; (iii) the alternative facility is not in a jurisdiction that could cause Owner to be in violation of Applicable Law or any other provision of any shareholders’ agreement of Charterer or this Charter; (iv) the marine and loading facilities at such alternate facility are compatible with the FLNG Vessel; and (v) Charterer shall assume Tax risks associated with the Redeployment. 5.10.3 During Redeployment (including any relocation voyage for mobilization and demobilization as required), Charterer shall remain responsible for payment of Hire and shall be responsible for all costs and Taxes related to Redeployment, including any dry-docking required by Applicable Law or International Standards. 5.10.4 The Parties shall negotiate in good faith any modifications to this Charter that are necessitated by the Redeployment of the FLNG Vessel. 5.11 Early Hire 5.11.1 If, at any time prior to the Commercial Start Date, the FLNG Vessel is capable of producing any volumes of LNG (such quantity, measured in MMBtu, “Early Volumes”), Charterer and Owner shall agree on the schedule for supply of Feed Gas and production of LNG to ensure the safe operation of the FLNG Vessel and 41 Terminal, and Charterer shall ensure the safe and timely offtake of any LNG produced by the FLNG Vessel during such period and shall provide the corresponding amount of Feed Gas at the Gas Receipt Point that is necessary to produce the Early Volumes (including but not limited to account for any Retainage during commissioning, and in addition to Commissioning Gas required to commission the FLNG Vessel and achieve the Commercial Start Date). Charterer shall ensure that the Feed Gas delivered to Owner under this Clause meets the FLNG Vessel Specifications. 5.11.2 In consideration for the Early Volumes, Charterer shall pay to Owner, in arrears, early Hire in an amount equal to the Early Volumes produced during the applicable Month multiplied by [*****]., exclusive of Taxes. 5.12 Excess Hire for Over Production After the Commercial Start Date, if the FLNG Vessel produces an amount of LNG (in MMBtu) in any Contract Year which is above [*****] MMBtu (pro-rated for any Contract Year which is not a full calendar year) (such volumes, “Excess Volumes”), then Charterer shall pay to Owner, in arrears, additional Hire in an amount equal to the Excess Volumes produced during the applicable Contract Year multiplied by [*****], exclusive of Taxes. 6 Hire 6.1 Monthly Hire Fee 6.1.1 Charterer shall pay to Owner a Monthly Hire Fee (the “Monthly Hire Fee”), exclusive of Taxes for each Month of the Charter Term, commencing with the Month during which the Commercial Start Date occurs. The Monthly Hire Fee, expressed in Dollars, shall be calculated as follows: Where: Monthly Hire Fee = X + Z “X” = in the first Contract Year and in each of the subsequent Contract Years: [****] multiplied by the CPI Adjustment minus Monthly Annual Adjustment (if applicable), where the Monthly Annual Adjustment is calculated in accordance with Exhibit A; and “Z” = Variable Component. 6.1.2 Variable Component. If the FOB LNG Price in any calendar Month was higher than the LNG Reference Price, Owner shall receive an additional amount (the “Variable Component”), referenced to such month on a US$ basis, as part of the Monthly Hire Fee payable by Charterer, equal to: ((FOB LNG Price – LNG Reference Price) * [*****]) * Q Where: 42 “Q” = the quantity of LNG produced by the FLNG Vessel in such calendar Month; provided, that the Variable Component will become due for Month “m” only if actual production of LNG during a period of three (3) consecutive Months (including Months “m”, “m-1”, and “m-2”) is [*****]. 6.2 Incremental Costs 6.2.1 The following costs and expenses incurred during or prior to each Contract Year, to the extent they exceed an aggregate amount of [*****] in any given Contract Year for which Owner shall be responsible (“Incremental Costs”) are payable by Charterer to Owner as an increase in Hire: (i) all Increased Taxes incurred during or prior to a Contract Year, except as set forth in Clause 8.2; and (ii) any costs and expenses incurred during or prior to a Contract Year by or on behalf of Owner or its Affiliates for FLNG Vessel modifications, maintenance, or operations in order to comply with any Change in Law. Owner shall use reasonable endeavors to minimize Incremental Costs. Upon any Change in Law or Increased Taxes from the Execution Date that Owner anticipates might result in an Incremental Cost, Owner shall notify Charterer and provide an explanation of such cost, including the cause and the impact on Hire for the remainder of the Charter Term, which shall reflect the reasonably estimated capital costs, amortized over the life of the relevant asset per GAAP at a discount rate of [*****] per annum, as soon as practicable. No later than [*****] after receipt of Owner’s Notice, Charterer shall notify Owner if Charterer desires to consult with Owner regarding the amount of Incremental Costs or the mitigation thereof. Owner shall, no later than [*****] after receipt of Charterer’s Notice requesting such consultation, meet and consult with Charterer regarding the amount and mitigation of Incremental Costs. Owner shall take into consideration Charterer’s requests with respect to the amount and mitigation of Incremental Costs. Within [*****] of such meeting, Owner shall promptly notify Charterer of the Incremental Costs and the measures to be implemented by Owner to mitigate such costs. Subject to Clause 3.4.4, Charterer will accept the increase to Hire resulting from the Incremental Costs. Charterer, in addition to (but in accordance with) the audit rights set forth in Clause 7.8, shall have the right to review and audit any Incremental Costs levied by Owner pursuant to this Clause 6.2.1. 6.2.2 As soon as reasonably practicable after the end of each Contract Year, Owner shall calculate the actual Incremental Costs (if any) that accrued during such Contract Year. 6.2.3 On the next invoice prepared and delivered by Owner pursuant to Clause 7.1 after the determination of Incremental Costs pursuant to Clauses 6.2.1 and 6.2.2, Owner shall include an adjustment to Hire (if any) equal to such Incremental Costs incurred during or prior to the relevant Contract Year as determined pursuant to Clauses 6.2.1 and 6.2.2 (which shall be identified separately on the Monthly
43 statement) and Charterer shall pay such amount pursuant to Clause 7.4 (or if applicable following a true-up, Owner shall credit the applicable amount to Charterer). 7 Payment of Hire 7.1 Monthly Invoices 7.1.1 Subject to Clauses 7.1.2 and 8.2, Hire shall be paid for each calendar Month in immediately available funds in Dollars in accordance with the procedure set out below. Between the first (1st) Day and the tenth (10th) Day of a Month (Month “n”) during the Charter Term, Owner shall deliver to Charterer an invoice accompanied by reasonable supporting documentation setting forth Owner’s calculation of (as applicable): (i) the dates and the number of Days for which Hire is payable for the preceding Month (Month “n-1”); (ii) the applicable Monthly Hire Fee; (iii) the total amount of Hire payable by Charterer for the Month n- 1; (iv) other amounts payable by Charterer to Owner under this Charter; (v) the (non-binding) estimated amount of Tax gross up pursuant to Clause 8.2; (vi) any amount payable to Owner in respect of Excess Volumes pursuant to Clause 5.12; (vii) any CUQ Credit to be credited to Charterer pursuant to Clause 10.1.3; (viii) any Incremental Costs incurred or accrued in Month n-1 and not included in a prior statement; (ix) any Monthly Annual Adjustment allowed to Charterer pursuant to Exhibit A; and (x) any deductions allowed to Charterer pursuant to Clause 7.6 for Month n-1. 7.1.2 In addition to the invoice delivered under Clause 7.1.1 above, between the first (1st) Day and the tenth (10th) Day of each Contract Semester, Owner shall deliver to Charterer a statement accompanied by reasonable supporting documentation setting forth Owner’s calculation of the net position with respect to any CUQ Credits allowed to Charterer pursuant to Clause 10.1.4 for Months n-1 through n- 6. 44 7.2 Other Statements If any other moneys are due from one Party to the other hereunder and if provision for the invoicing of that amount due is not made elsewhere in this Clause 7, then the Party to whom such moneys are due shall furnish a statement therefore to the other Party, along with pertinent information showing the basis for the calculation thereof. 7.3 Adjustments 7.3.1 If following the issuance by Owner of a statement, Owner acquires information indicating the necessity of an adjustment to such statement rendered hereunder, then Owner shall promptly serve on Charterer a written Notice setting forth that information. Unless otherwise provided herein, after obtaining that information, Owner shall promptly prepare and serve on Charterer an adjusted statement, showing the necessary payment, the calculation of the payment amount, and the Party from whom the payment is owing. In the event Charterer issued a statement and acquires information indicating the necessity of an adjustment to such statement, Charterer shall follow the same procedure in issuing an adjusted statement. 7.3.2 Owner shall keep all Books and Records relevant to the performance of this Charter for a period of three (3) years following the end of the relevant Contract Year; provided that where Owner is on Notice of a Dispute, Owner shall keep all such Books and Records and other information until such Dispute has been finally resolved. 7.4 Payment Due Dates 7.4.1 Absent manifest error, each Monthly invoice submitted pursuant to Clause 7.1 shall become due and payable on the later of (i) ten (10) Days after delivery by Owner of such Monthly invoice and (ii) the twentieth (20th) Day of the Month in which such Monthly invoice was received; provided that if such Day is not a Banking Day, it shall become due and payable on the next Banking Day. 7.4.2 Absent manifest error, each invoice submitted pursuant to Clause 7.2 shall become due and payable on the twentieth (20th) Day after the date on which it is received; provided that if such payment due date is not a Banking Day, the due date for such payment shall be extended to the next Banking Day. 7.4.3 If payment of any invoice in accordance with the timing provided for in Clause 7.4.1 or 7.4.2 is not permitted by Applicable Law or cannot be reasonably executed or is prevented by any Governmental Authority, then payment shall be made at the earliest time practicable and permitted by such Applicable Law or Governmental Authority. For the avoidance of doubt, nothing in the foregoing shall otherwise waive the payment obligation under this Charter. As and from the [*****] Day on when such invoice was payable, interest shall start to accrue on the Base Rate. 7.4.4 If the full amount of any invoice is not paid when due, the unpaid amount thereof shall bear interest at the Base Rate, compounded in accordance with Clause 27.17, 45 from and including the Day following the due date up to and including the date when payment is made. 7.5 Payment Each Party shall pay, or cause to be paid, in Dollars in immediately available funds, all amounts that become due and payable by such Party pursuant to any statement issued hereunder, to a bank account or accounts designated by and in accordance with instructions issued by the other Party. Each payment of any amount owing hereunder shall be in the full amount due without reduction or offset for any reason (except as expressly allowed under this Charter), including Taxes, exchange charges, or bank transfer charges. Notwithstanding the preceding sentence, the paying Party shall not be responsible for a designated bank’s disbursement of amounts remitted to such bank, and a deposit in immediately available funds of the full amount of each statement with such bank shall constitute full discharge and satisfaction of the statement. 7.6 Set Off Each Party may set off against undisputed amounts payable to it (pursuant to a statement) under this Charter any undisputed amounts payable to the other Party (pursuant to a statement) under this Charter. 7.7 Disputed Statements 7.7.1 In the event of disagreement concerning any statement, Charterer or Owner (as the case may be) shall make provisional payment of the total amount thereof and shall immediately notify the other Party of the reasons for such disagreement, except that in the case of an obvious error in computation, Charterer or Owner (as the case may be) shall pay the correct amount disregarding such error and necessary corrections and consequential adjustments shall be made within five (5) Business Days after agreement or determination of the correct amount; provided that if such Day is not a Banking Day, it shall become due and payable on the next Banking Day. 7.7.2 The receiving Party may contest an invoice only pursuant to Clause 7.8.1 or by providing notice, prior to the second anniversary of the date of issuance of such invoice, to the issuing Party that the receiving Party is challenging the correctness of such invoice. The issuing Party may modify an invoice only if the issuing Party provides notice to the receiving Party challenging the correctness of such invoice prior to the second anniversary of the date of issuance of such invoice. Subject to Clause 7.8, if no such notice is served, the invoice shall be deemed correct and accepted by both Parties. 7.7.3 No later than ten (10) Business Days after resolution of a Dispute as to an amount owing under an invoice, the amount of any underpayment or overpayment shall be credited by Owner or paid by Charterer (as the case may be) to the other Party, together with interest thereon at a rate per annum equal to the Base Rate (as in effect on the Day when such sum was originally paid or due as applicable) on and from (i) in the case of an overpayment, the Day when such sum was originally paid or (ii) in the case of an underpayment, the Day when such sum was originally due, until the date of repayment or payment, as applicable; provided that if the last Day for such payment is not a Banking Day, it shall become due and payable on the next Banking Day. 46 7.7.4 Interest shall accrue at the Base Rate in respect of any provisional payment made pursuant to Clause 7.7.1 that is later found not to have been payable, from the date the provisional payment was made until the date of its repayment. 7.8 Audit Rights 7.8.1 Each Party shall have the right, at any time during a Contract Year or during the twenty-four (24) Months following the later of (i) the end of such Contract Year, and (ii) the date that a Party issues a modified invoice to the other Party in accordance with Clause 7.7.2, at its sole expense, to cause an independent auditor without a conflict of interest, jointly appointed by the Parties, to audit the relevant portions of the books, records, and accounts of the other Party that are directly relevant to the determination of any amounts in question that are invoiced, charged, or credited by the other Party in respect of such Contract Year or, as expressly permitted by this Charter, any other period of time. The independent auditor shall be required to enter into appropriate non-disclosure agreements relative to its audit and the information obtained in connection therewith. The independent auditor shall deliver the results of its audit to both Parties simultaneously. 7.8.2 Any audit undertaken pursuant to Clause 7.8.1 shall be conducted at the office where the records are located, during the audited Party’s regular business hours and on reasonable prior notice, and shall be completed within thirty (30) Days after the audited Party’s relevant records have been made available. If the audit identifies an alleged error in any invoiced amount or calculation under this Charter, then the auditing Party shall, within thirty (30) Days following completion of the audit, provide notice thereof to the audited Party. Such notice shall include a copy of the audited report and supporting documentation prepared by the auditor. Promptly thereafter, the Parties shall commence discussions regarding such alleged error in order to expeditiously, and in good faith, achieve resolution thereof. Following the resolution of any error pursuant to this Clause 7.8.2, the Party that underpaid or that received an overpayment, in addition to paying the correction or adjustment amount to the other Party, shall pay interest on the amount of such correction or adjustment at the Base Rate (as in effect on the Day when the underpaid sum was due or when the sum was improperly paid, as applicable) from the Day when payment was originally due (or when overpayment was received) until the date that such correction or adjustment is made. If the Parties are unable to resolve the alleged error within [*****] after completion of the relevant audit, either Party may submit the alleged error to arbitration pursuant to Article 25. 7.9 Final Settlement Within sixty (60) Days after expiration of the Charter Term, Owner and Charterer shall determine the amount of any final reconciliation payment. After the amount of the final settlement has been determined, Owner shall send a statement to Charterer, or Charterer shall send a statement to Owner, as the case may be, in Dollars for amounts due under this Clause 7.8 and Owner or Charterer, as the case may be, shall pay such final statement if and to the extent the amounts are due and payable no later than twenty (20) Days after the date of receipt thereof.
47 8 Taxes 8.1 Allocation 8.1.1 Owner shall be administratively responsible for and shall pay (or cause to be paid) and shall defend, indemnify and hold harmless Charterer and its Affiliates against any claims related to Owner Taxes, and any Taxes imposed on Owner that are not related to this Charter. 8.1.2 Charterer shall be administratively responsible for and shall pay (or cause to be paid) and shall defend, indemnify and hold harmless Owner and its Affiliates against any Taxes arising from or related to this Charter, including, but not limited to: (i) the income, receipts, capital gains or profits of Charterer; (ii) all Taxes imposed by a Governmental Authority on the importation of the FLNG Vessel; (iii) subject to Clause 8.1.1, all Taxes imposed on the charter of the FLNG Vessel, including any withholding Taxes; (iv) Commissioning Gas, Feed Gas or LNG or the ownership thereof, wherever located, regardless of whether Owner has possession, control or risk of loss of such Commissioning Gas, Feed Gas or LNG; (v) the import, export, loading, unloading, transport, sale, transfer, receipt, or delivery of LNG or Gas to which this Charter applies; (vi) LNG Ships, or the ownership thereof; (vii) any Port Charges; and (viii) any Taxes imposed on the purchase, sale, or import of Commissioning Gas or Feed Gas up to the Gas Receipt Point and LNG after the LNG Delivery Point. 8.2 Deduction, Withholding and Tax Gross Up Unless otherwise required by Applicable Law, any payment made by Charterer to Owner or Owner to Charterer under this Charter shall be free and clear of any deduction for Taxes, assessments, or other charges. If pursuant to Applicable Law, the Party paying (the “Payor”) is required to deduct or withhold any Taxes from or in respect of any payment to the Party receiving payment (the “Payee”) under this Charter, then the sum so payable to the Payee shall be increased as may be necessary so that after making all required deductions or withholdings the Payee receives an amount equal to the sum it would have received had no such deductions or withholdings been made or required to be made (“Additional Amounts”). Notwithstanding the foregoing, the Parties agree that any Additional Amounts payable by Charterer to Owner shall be conditioned on Owner maintaining its place of incorporation in a jurisdiction having entered a double taxation avoidance treaty with Argentina (DTAT) that includes a provision by which the withholding rate for the payment is ten percent (10%). As 48 condition to pay the Additional Amounts, Owner shall use its best efforts to comply with the requirements of such DTAT, including providing to Charterer the relevant documentation for the benefits to effectively apply and be maintained. In case of any increase of the withholding rate between Argentina and the country in which Owner is incorporated, the payment of Additional Amounts by Charterer to Owner shall be made but to cover for such withholding Tax up to the rate of [*****], provided that the Parties shall work together in order to minimize the impact on the increase of the withholding Tax rate and restore the economic balance of the Project. 8.3 Refunds, Credits and Reimbursements If the Payor is required to pay additional amounts to the Payee pursuant to this Clause 8 and the Payee receives, directly or indirectly, a refund, credit or reimbursement of any of the Taxes with respect to which such additional amounts were paid, the Payee shall pay to Payor the amount of such refund, credit or reimbursement promptly upon receipt thereof. The Payee shall provide such assistance as the Payor may reasonably request to obtain such a refund, credit or reimbursement. 9 General Average General average, if any, shall be adjusted, stated, and settled according to the York-Antwerp Rules (1994) or any subsequent modification thereof current at the time of the relevant casualty. The Hire shall not contribute to general average. 10 Failure to Provide Capacity; Retainage Allowance 10.1 Capacity Unavailability Events 10.1.1 Owner may, at any time and without incurring any liability to Charterer, suspend, interrupt, or otherwise curtail the availability of the FLNG Vessel if and to the extent that the FLNG Vessel’s ability to provide capacity is adversely affected as a result of a Charterer Delay Event or an event of Force Majeure (but subject to any limitation in Clause 11.3.2, as applicable). 10.1.2 If, for any reason other than a Charterer Delay Event or an event of Force Majeure, the FLNG Vessel is unavailable to make available the Nameplate Capacity (a “Capacity Unavailability”) for any reason other than as set forth in Clause 2.4.3, then the quantities of LNG for which the FLNG Vessel is unavailable shall constitute a “Capacity Unavailability Quantity” or “CUQ”. 10.1.3 Owner shall notify Charterer of any Capacity Unavailability as soon as reasonably practicable and such notice shall state (i) the cause and estimated period of the Capacity Unavailability and the quantities of LNG expected to be affected and (ii) the particulars of program to be implemented to resume normal performance hereunder. 10.1.4 If a Capacity Unavailability Quantity arises during any Contract Semester during the Charter Term, such that such CUQ for that Contract Semester is higher than the Allowed Unavailability for that Contract Semester, then, subject to Clauses 10.1.6 and 10.1.7, following the end of such Contract Semester, Charterer shall accrue, as a commercial discount for Capacity Unavailability, a credit, in Dollars, 49 in respect of such CUQ (“CUQ Credit”) equal to: [*****]. 10.1.5 If Charterer accrues CUQ Credits during any Contract Semester, then during the following Contract Semester, such CUQ Credits shall be applied as deductions to the Monthly Hire Fee in each Month of the following Contract Semester until such CUQ Credits are exhausted, provided, however, that in no event shall the application of CUQ Credits against the Monthly Hire Fee reduce the Monthly Hire Fee to an amount less than [*****] of the X component of the Monthly Hire Fee (the “Minimum Monthly Hire”) for any Month in the Contract Semester following the Contract Semester in which such CUQ Credit arose. If a CUQ Credit is not exhausted in the Contract Semester following the Contract Semester in which it arose, then the CUQ Credit shall apply as a deduction to the Monthly Hire Fee in subsequent Months, in which case there shall be no Minimum Monthly Hire limitation. 10.1.6 Immediately following the end of each Contract Semester, the Charterer, acting as a Reasonable and Prudent Operator, shall determine the actual average HHV of the Feed Gas received during such preceding Contract Semester. If the average HHV for the Feed Gas received by the FLNG Vessel during such preceding Contract Semester, as determined by Charterer acting reasonably, is less than the HHV Threshold, then Charterer shall determine, acting as a Reasonable and Prudent Operator in accordance with Exhibit I, the extent to which the Capacity Unavailability during such Contract Semester arose from such difference between the average HHV and the HHV Threshold in such Contract Semester (such positive difference, in MMBtu, the “HHV Adjustment”). 10.1.7 If in respect of any Contract Semester, (i) an HHV Adjustment exists in respect of such Contract Semester and (ii) the FLNG Hilli has produced LNG in excess of its “Guaranteed Available Capacity” for such Contract Semester (as determined in accordance with the Hilli Bareboat Charter Agreement) then Charterer shall calculate and promptly notify Owner the difference between (a) [*****] and (b) [*****]. 10.1.8 Immediately following the end of each Contract Semester, Charterer, acting as a Reasonable and Prudent Operator, shall determine the actual average pressure and temperature of the Feed Gas received during such preceding Contract Semester. If the average pressure and/or temperature of the Feed Gas received by the FLNG Vessel during such preceding Contract Semester, as determined by Charterer acting reasonably, is less than the Pressure Threshold and/or more than Temperature Threshold respectively, then Charterer shall determine, acting as a 50 Reasonable and Prudent Operator in accordance with Exhibit I, the extent to which the Capacity Unavailability during such Contract Semester arose from such difference between the average pressure during such Contract Semester and the Pressure Threshold, and the average temperature during such Contract Semester and the Temperature Threshold (such positive differences, in MMBtu, if any, the “Pressure Temperature Adjustment”). 10.1.9 If in respect of any Contract Semester, a Pressure Temperature Adjustment exists in respect of such Contract Semester then Charterer shall promptly notify Owner of such Pressure Temperature Adjustment, and Owner may, within [*****] following receipt of Charterer’s calculation, elect to increase the Allowed Unavailability for such Contract Semester by up to the Pressure Temperature Adjustment quantity for such Contract Semester. 10.2 Calculation of Time Time during which a Capacity Unavailability applies under this Charter shall count as part of the Charter Term, and there shall be no extension of the Charter Term due to a Capacity Unavailability. 10.3 Termination for Extended Capacity Unavailability Each time that the FLNG Vessel incurs a cumulative Capacity Unavailability Quantity of [*****] in any twelve (12) Months within a twenty four (24) Month period, Charterer shall have the option to terminate this Charter by issuing a termination notice with immediate effect; provided that: (a) if Charterer elects to terminate this Charter, such termination shall not be effective until the FLNG Vessel is free of LNG (other than LNG Heel) and (b) Charterer’s termination right must be exercised, if at all, within [*****] after the termination right is triggered. This Clause 10.3 is without prejudice to any other rights or obligations of Owner or Charterer under this Charter. 10.4 Set Off and Liquidation of CUQ Credits Upon Termination 10.4.1 If Charterer terminates this Charter in accordance with Clause 4.3 as a result of Owner’s breach of this Charter and if any CUQ Credits were due to Charterer prior to such termination, Owner shall, at Charterer’s option, (i) set off from any amount due and payable by Charterer, the value of such outstanding CUQ Credits; or (ii) pay Charterer a liquidated amount reflecting the value of such outstanding CUQ Credits (including any residual amount outstanding after set off in accordance with (i)). 10.4.2 If Owner terminates this Charter in accordance with Clause 4.4 as a result of Charterer’s breach of this Charter, Owner shall, at its option, (i) set off from any amount due and payable by Charterer, the value of such outstanding CUQ Credits; or (ii) pay Charterer a liquidated amount reflecting the value of any outstanding CUQ Credits (including any residual amount outstanding after set off in accordance with (i)). 10.5 Retainage 10.5.1 On and from the Commercial Start Date and for the duration of the Charter Term, the Parties acknowledge and agree that Retainage for every Contract Year, adjusted
51 proportionally for the first and last Contract Year, shall be less than the allowed Retainage quantities applicable to such Contract Year, as calculated in accordance with Exhibit J and this Clause 10.5 (the “Retainage Allowance”). 10.5.2 A daily retainage allowance in MMBtu will be calculated considering the daily Feed Gas volumes and the number of liquefaction units in operation according to Exhibit J. Furthermore, such daily allowances shall be aggregated over each Contract Year, such aggregate value in MMBtu shall be the Retainage Allowance for such Contract Year. 10.5.3 Charterer shall record for each Contract Year the actual Retainage for such Contract Year (the “Actual Retainage”). 10.5.4 In the event that Actual Retainage for any Contract Year exceeds the Retainage Allowance for such Contract Year, then Charterer shall accrue a commercial discount (the “Retainage Credit”), in Dollars, equal to [*****]. 10.5.5 From the first Month following the Contract Year for which a Retainage Credit has been calculated, Owner shall make a deduction to the Monthly Hire Fee until such Retainage Credits are exhausted; provided, however, that in no event shall the application of Retainage Credits against the Monthly Hire Fee reduce the Monthly Hire Fee below the Minimum Monthly Hire. 11 Force Majeure 11.1 Events of Force Majeure 11.1.1 “Force Majeure” means any occurrence, event or circumstance, whether of the kind listed in Clauses 11.1.2 or otherwise, the occurrence of which: (i) prevents performance of any term or condition of this Charter or, in the case of Charterer, prevents the use, benefit or possession by Charterer of the FLNG Vessel; and (ii) results from circumstances beyond the reasonable control of either Charterer or Owner, whichever is affected by such event; provided that such Party has used reasonable endeavors and due diligence to avoid, prevent or overcome such occurrence, which in the case of Owner may include the exercise of reasonable endeavors to procure a replacement FLNG Vessel. 11.1.2 Without prejudice to the generality of the provisions set forth under Clause 11.1.1, Force Majeure shall include circumstances of the following kind; provided that such circumstances satisfy the definition of Force Majeure set forth in Clause 11.1.1: (i) acts of God, earthquakes, tsunami, tsunami warnings, lightning, floods, other natural physical disaster, hurricanes or cyclones; 52 (ii) explosions and fires; (iii) chemical or radioactive contamination or ionizing radiation; (iv) strikes, lockouts, or other industrial disturbances (other than those local to and solely affecting the affected Party or any of its subcontractors); (v) wars, riots, hostilities, sabotage, blockades, revolutions, insurrections, civil commotions, rebellion, acts of terrorism, epidemics, pandemic or plague; (vi) any act of expropriation, confiscation, nationalization, requisitioning, or other taking; (vii) the implementation of any trade sanctions after the Execution Date imposed by the government of Argentina on either Party, or imposed against Argentina, other than, in each case, any such sanctions caused by the affected Party; and (viii) any events or circumstances affecting a Party’s contractor that is beyond the reasonable control of such contractor and the affected Party that prevents or hinders performance by the affected Party of its obligations under this Charter. 11.1.3 Notwithstanding that an event of Force Majeure may exist, the provisions of this Clause 11 shall not excuse: (i) failure or inability of either Party to make any payment of money in accordance with their obligations under this Charter, except as caused by an event that prevents the transfer of funds as a result of an event that would otherwise qualify as Force Majeure under this Charter or an event of the kind described in Clause 11.1.2(vii); (ii) late delivery of equipment or materials unless such event itself was caused by Force Majeure; (iii) a Party’s inability to finance its obligations under this Charter or the unavailability of funds to pay amounts when due in the currency of payment; (iv) Charterer’s inability to source or supply Feed Gas to the FLNG Vessel unless such event itself was caused by Force Majeure; (v) unavailability of LNG Ships for Charterer to receive LNG unless such event itself was caused by Force Majeure; (vi) changes in either Party’s market factors, default of payment obligations or other commercial, financial or economic conditions; (vii) an Arrest of the FLNG Vessel resulting from an act or omission of Owner; or 53 (viii) the breakdown or failure of the FLNG Vessel caused by normal wear and tear or by a failure to properly maintain such FLNG Vessel or stock of spares. 11.1.4 The Parties agree that the Charter Term shall not be extended by Force Majeure events. 11.1.5 Unless an event or circumstance is beyond the reasonable control of Owner and the following Persons who are in any way related to the event or circumstance, the event or circumstance will be deemed to be within the reasonable control of Owner: (i) an Affiliate of Owner; and (ii) a contractor, servant or agent of one or more of the foregoing Persons. 11.1.6 Unless an event or circumstance is beyond the reasonable control of Charterer and the following Persons who are in any way related to the event or circumstance, the event or circumstance will be deemed to be within the reasonable control of Charterer: (i) an Affiliate of Charterer; and (ii) a contractor, servant or agent of one or more of the foregoing Persons, save for Owner and the operator of any portion of the FLNG Vessel or its delegate. 11.2 Force Majeure Notice and Resumption of Normal Performance 11.2.1 As soon as reasonably possible after the occurrence of an event of Force Majeure (but in no event later than three (3) Days after the affected Party is aware of such event of Force Majeure), the Party claiming Force Majeure shall give written notice of such event to the other Party (a “Force Majeure Notice”). The Force Majeure Notice shall provide reasonable details of the event of Force Majeure, including: (i) the particulars of the event giving rise to the Force Majeure claim, in as much detail as is then reasonably available including the place and time such event occurred; (ii) to the extent known or ascertainable, the obligations which have been actually delayed or prevented in performance or will be delayed or prevented in performance; (iii) a good faith estimate of the likely duration of the Force Majeure event and of the period during which performance may be suspended or reduced, including, to the extent known or ascertainable, the estimated extent of such reduction in performance; and (iv) to the extent applicable, the particulars of the program to be implemented and any corrective measures already taken to ensure full resumption of normal performance hereunder. 54 The other Party shall be entitled to request further details from the Party claiming Force Majeure. The Force Majeure Notice shall thereafter be supplemented and updated weekly during the period of such claimed Force Majeure specifying the actions being taken to remedy the circumstances causing such Force Majeure and the date on which such Force Majeure and its effects end. 11.2.2 The Party affected by an event of Force Majeure shall, at the request of the other Party given after delivery of the Force Majeure Notice, use reasonable endeavors to give or procure access (at the expense and risk of the Party seeking access) at all reasonable times for a reasonable number of Representatives of the non-affected Party to examine the scene of the event which gave rise to the Force Majeure claim. 11.2.3 The Parties shall take all measures that are reasonable in the circumstances to resume normal performance of this Charter after the occurrence of an event of Force Majeure; provided that prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Charter to the extent not prevented or delayed by such event of Force Majeure. The Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the discretion of the Party experiencing such situations and nothing in this Clause 11.2 shall require such Party to settle any such Dispute by yielding to demands made on it when it considers such action inadvisable. 11.2.4 Neither Party whose performance is excused by Force Majeure shall be required to incur any unreasonable costs or make any unreasonable additional investments in new facilities to overcome the Force Majeure event. 11.3 Excuse From Performance 11.3.1 Neither Party shall be liable for any failure to perform any of its obligations under this Charter to the extent that such failure arises due to an event of Force Majeure; provided, however, that such Force Majeure shall not relieve that Party of liability if such Party fails to use reasonable endeavors and due diligence to avoid, prevent, or overcome the effect of the event of Force Majeure. 11.3.2 Notwithstanding any other provision herein, for any period prior to the Commercial Start Date, Owner shall only be entitled to Force Majeure relief pursuant to this Clause 11, including for any resulting delay in the occurrence or achievement of the Scheduled Delivery Date, the Commercial Start Date, or any other date in Clauses 5.4 or 5.6.3, for a maximum period of [*****] in the aggregate for all Force Majeure events and circumstances and the effects thereof during such period, and Owner shall not receive any Force Majeure relief in respect any period prior to the Commercial Start Date for Force Majeure or the effects thereof that is in excess of [*****] in aggregate, provided that, if prior to the FLNG Vessel departing from the Shipyard, Owner has received from Charterer a Force Majeure Notice, Owner shall be entitled to additional Force Majeure relief on a day by day basis to the extent that such Force Majeure event affecting Charterer would prevent the FLNG Vessel from hooking up to the Mooring System and/or perform Commissioning and Performance Testing activities, which would include an extension of the Scheduled Delivery Date, or any other date in Clauses 5.4 or 5.6.3. For the avoidance of doubt, any
55 such extension shall not be considered part of the [*****] period referenced in this Clause 11.3.2. 11.3.3 Owner agrees that for any Force Majeure period it will file and use reasonable endeavors to obtain insurance recoveries from its underwriters or P&I club for all insured losses due to such Force Majeure event. 11.3.4 During the occurrence of an event of Force Majeure, Hire shall be reduced by a percentage equal to [*****] multiplied by the percentage reduction in available capacity relative to Nameplate Capacity for a period of [*****], following which Hire shall be reduced by the percentage reduction in available capacity relative to Nameplate Capacity during the remainder of such event of Force Majeure. 11.4 Termination for Force Majeure 11.4.1 The following shall apply in respect of Force Majeure affecting Charterer prior to the Commercial Start Date or deemed Commercial Start Date: (i) If, prior to the Commercial Start Date or deemed Commercial Start Date, Force Majeure affecting Charterer occurs and continues, or the effects thereof continue, and results in a delay to Owner from beginning or completing commissioning for a period in excess of [*****] in the aggregate, then, Owner shall be entitled to terminate this Agreement by providing Notice to Charterer within [*****] thereafter, provided that such termination shall not result in Charterer incurring any liability to Owner in respect thereof; provided, however, that if Owner provides Notice of such termination, Charterer shall have the right, by providing Notice to Owner within [*****] after receiving Owner’s Notice of termination, to elect to cancel such termination and to begin paying Hire from the expiration of such [*****] period. (ii) If such Force Majeure event or circumstances, or the effects thereof, continue to affect Charterer for an additional period in excess of [*****] in the aggregate following the end of the initial [*****] Force Majeure period, then Charterer shall have the right, acting in its sole discretion, to terminate this Charter by providing Notice to Owner within [*****] after the end of such additional [*****] period, and Charterer shall have no liability to Owner in respect of such termination. (iii) If the Force Majeure event or circumstances, or the effects thereof, cease to affect Charterer prior to termination by Owner pursuant to Clause 11.4.1(i) or by Charterer pursuant to Clause 11.4.1(ii), then on the date of cessation of such Force Majeure event or circumstances, or the effects thereof, payment of Hire by Charterer shall cease, Owner shall promptly conduct the Performance Tests in accordance with Clause 5.6, and Clause 5.6.3 shall apply in respect of Owner’s obligation to undertake the Performance Tests and achieve the Required Performance Levels, provided that each reference in Clause 5.6.3 to the “Scheduled Delivery Date” shall be deemed to be a reference to the date on which such Force Majeure, or the effects thereof, has ceased. If the FLNG Vessel 56 subsequently fails the Performance Tests, Owner shall reimburse Charterer for any Hire paid during the period described in Clause 11.4.1(i). 11.4.2 If, as a result of any Force Majeure events or circumstances (or the effects thereof) after the Commercial Start Date or deemed Commercial Start Date, the use, benefit or possession by Charterer of the FLNG Vessel is interrupted in any material respect (including by reason of an event of Force Majeure affecting Charterer) for a period of at least [*****] in the aggregate during any [*****] period (an “Event of Prolonged Force Majeure”), Charterer shall have the right to terminate this Charter so long as such Event of Prolonged Force Majeure continues, without incurring any liability to Owner in respect of such termination, by providing Notice thereof to Owner; provided however that if Hire would otherwise not be due by Charterer to Owner in respect of the occurrence and continuance of such Force Majeure pursuant to Clause 11.3.4, then at the end of such [*****] period of Force Majeure, the Monthly Hire Fee shall no longer be reduced as described in Clause 11.3.4 from the end of such [*****] period. Notwithstanding the foregoing, any time in which Owner’s services or the use, benefit or possession by Charterer of the FLNG Vessel is interrupted due to Adverse Metocean Conditions shall not count as Force Majeure for the purposes of this Clause 11.4.2 except, to the extent that the FLNG Vessel is unavailable to provide service to Charterer in compliance with this Charter as a result of such Adverse Metocean Conditions after such Adverse Metocean Conditions have ceased. 12 Lien Provisions 12.1 Owner Liens Owner shall not have, and to the extent it may reasonably prevent the same shall not, allow others (claiming by, through or under Owner) to have, a lien on any LNG or Gas loaded, handled, stored, and/or discharged by the FLNG Vessel, fuel, freights, sub-freights, or sub-hires or any sums payable to Charterer or with respect to sales of any LNG or Gas loaded, handled, stored, and/or discharged by the FLNG Vessel, except to the extent any such lien arises by operation of law. 12.2 Charterer Liens Charterer shall not have, or allow third parties (in their dealings with Charterer) to have, a lien on the FLNG Vessel except to the extent such lien arises by operation of law. 12.3 Release of Lien In the event that any lien shall attach by operation of law or in violation of this Clause 12, Owner or Charterer, as the case may be, shall take such steps as reasonably necessary to assure that the lien does not interfere with the FLNG Vessel’s operations and to effect prompt release of such lien prior to enforcement thereof. 57 13 Requisition and Lay Up of the FLNG Vessel 13.1 Requisition or Seizure In the event that the FLNG Vessel shall be requisitioned or seized by any Governmental Authority or by any Person following the Commercial Start Date, the FLNG Vessel shall remain on Hire during the period of requisition or seizure; provided that, if the seizure or requisition is not caused by an act or omission of Charterer and no assignment of this Charter to the requisitioning or seizing party can be made on terms acceptable to Charterer within a period of [*****] then Charterer shall have the option, on giving [*****] notice to Owner, to terminate this Charter; provided, further that Charterer shall provide any notice to Owner of such seizure or requisition it receives and shall cooperate in good faith with Owner and use reasonable endeavors to prevent, delay or mitigate the effects of such seizure or requisition and obtain the release of the FLNG Vessel. Any hire paid by such Governmental Authority or Person, entity or government in respect of such requisition or seizure shall be for Charterer’s account. Any such requisition period or period of seizure shall count as part of the Charter Term. 13.2 Charterer’s Option to Lay Up FLNG Vessel Charterer shall have the option of laying up the FLNG Vessel at a safe place for all or any part of the Charter Term (including the period immediately following the Commercial Start Date), in which case the Hire under this Charter shall continue to be paid and all additional costs incurred as a result of the FLNG Vessel entering, remaining in, breaking or leaving lay-up (including any additional drydocking costs necessary for the FLNG Vessel’s efficient and economic operation after such lay-up) shall be Charterer’s responsibility. 14 Insurance 14.1 Insurance Obligation On and from the Delivery Date, Owner shall, at its expense, procure and maintain insurance coverage of no less than the kind and in amounts set forth in Exhibit H. The terms and conditions of such coverage shall be subject to the approval of Charterer, such approval not to be unreasonably withheld or delayed. 14.2 Premiums, P&I Calls, and Deductibles Owner shall be solely liable for any premiums, demands, calls or claims in respect of insurances required to be maintained by Owner under the terms of this Charter (which insurances shall be primary and exclusive of any other existing valid and collectible insurance carried by or on behalf of Charterer). Notwithstanding the foregoing, Charterer shall reimburse Owner for the premiums and deductibles that Owner incurs for insurance required by this Charter, which premiums shall be invoiced and paid pursuant to Clause 7.2. All insurances shall have adequate territorial and navigation limits for the FLNG Vessel and shall be placed with first class insurance companies with a rating of A- or higher in the London, European, Japanese, U.S. or Scandinavian markets. 14.3 Certificate of Insurance Owner shall provide Charterer with insurance policies or slips (drafts) describing insurance coverage and economic conditions in accordance with this Charter, no less than thirty (30) Days prior to the Delivery Date and no less than twenty (20) Days in advance in case of renewals of the insurances described in Exhibit I. Failure of Charterer to object to any failure by Owner to 58 furnish Charterer such insurance certificates, or to object to any defect in such certificates, shall not be deemed a waiver of Owner’s obligation to furnish such certificates and to provide insurances as required under this Charter. 14.4 Owner’s Insurance Endorsements 14.4.1 Owner shall cause the relevant insurer to endorse the insurance described in Exhibit H to: (i) waive all rights of subrogation against Charterer’s Indemnitee Group; (ii) include Charterer as joint assured on all such insurance policies for and on behalf of Charterer’s Indemnitee Group (as applicable); (iii) be primary to any insurances maintained by Charterer or Charterer’s Indemnitee Group; and (iv) waive any policy provision that reduces or limits coverage to the extent of coverage provided by other insurance policies. 14.4.2 Owner shall cause the relevant insurer to endorse the insurance described at clause vi of Exhibit H so as to provide protective co- insurance with respect to Charterer for themselves and on behalf of Charterer’s Indemnitee Group (as applicable). 14.5 Owner’s Duties Owner shall: 14.5.1 renew all insurances prior to the expiration of the relevant policies or coverages and provide satisfactory evidence to Charterer that such insurances have been renewed upon stated expiry dates; 14.5.2 punctually pay all premiums, calls, contributions or other sums in respect of the insurances and provide evidence of payment when so required by Charterer; 14.5.3 other than in respect of a Total Loss or a Constructive Total Loss, apply all sums received by Owner in respect of claims for losses on the insurances for the purpose of making good the loss and fully repairing all damage in respect of which such sums have been received; and 14.5.4 not alter in any material respect any of the terms of any of the instruments of insurance which have been approved by Charterer and not make, do, consent or agree to any act or omission which would or might render any such instrument of insurance invalid, void, voidable or unenforceable or render any sum payable thereunder not payable in whole or in part. 14.6 No Coverage; Failure to Maintain Coverage 14.6.1 If Owner fails to obtain or maintain any of the insurance cover set forth in Exhibit H, Owner shall indemnify and hold harmless Charterer against all claims, demands, costs and expenses (including legal fees) attributable to such failure of
59 Owner to obtain or maintain any such insurance cover. No Hire shall be payable by Charterer to Owner during any period in which Owner fails to obtain or maintain any such insurance cover in breach of this Clause 14. 14.6.2 The failure by Owner: (i) to obtain and maintain any one or more of the insurances; (ii) to comply fully with any of the provisions of this Charter relating to the insurances; or (iii) to secure such endorsements on the insurances as may be necessary to carry out the terms and provisions of this Charter; shall in no way act to relieve Owner from its obligations and liabilities under this Charter, notwithstanding any provisions hereof to the contrary. 14.6.3 If Owner fails to obtain and/or to maintain any of the insurances required hereunder and has failed to cure such breach within a period of [*****] after notice of such breach from Charterer, Charterer shall have the option on written notice to Owner to terminate this Charter when the FLNG Vessel is free of LNG (other than LNG Heel), or to procure replacement insurance(s) with the same or different underwriters and/or P&I club with all costs to be borne by Owner, which cost may, at Charterer’s option, be invoiced to Owner for payment or be deducted from Hire or other sums due to Owner under this Charter. 14.7 Claims Each Party shall afford the other all such reasonable assistance as may be required for the preparation and negotiation of insurance claims, but Owner shall be responsible for the preparation of documentation for insurance claims under the policies for the insurances maintained by Owner. 15 Liabilities 15.1 Personnel Indemnification 15.1.1 OWNER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF CHARTERER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH ILLNESS OF, INJURIES TO OR DEATH OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP ARISING OUT OF THE OPERATION OF THE FLNG VESSEL AND CHARTERER’S FACILITIES OR IN ANY MANNER OCCURRING IN CONNECTION WITH THE FLNG VESSEL AND CHARTERER’S FACILITIES OR THIS CHARTER AND REGARDLESS OF WHETHER SUCH ILLNESS, INJURY OR DEATH IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS AND INCLUDING PRE-EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL 60 MISCONDUCT OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP. 15.1.2 CHARTERER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF OWNER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH ILLNESS OF, INJURIES TO OR DEATH OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP ARISING OUT OF THE OPERATION OF THE FLNG VESSEL, LNG SHIPS, LOADING PORT AND CHARTERER’S FACILITIES OR IN ANY MANNER OCCURRING IN CONNECTION WITH THE FLNG VESSEL, LNG SHIPS, LOADING PORT AND CHARTERER’S FACILITIES OR THIS CHARTER AND REGARDLESS OF WHETHER SUCH ILLNESS, INJURY OR DEATH IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS AND INCLUDING PRE- EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP. 15.2 Property of Owner and Charterer 15.2.1 OWNER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF CHARTERER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING IN CONNECTION WITH DAMAGE TO OR LOSS OF THE FLNG VESSEL AND ANY OTHER PROPERTY, EQUIPMENT AND MATERIALS OWNED, LEASED, CHARTERED, HIRED OR BORROWED BY ANY MEMBER OF OWNER’S INDEMNITEE GROUP, IRRESPECTIVE OF THE CAUSE THEREOF OR REASON THEREFORE AND REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS, AND INCLUDING PRE-EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP. 15.2.2 CHARTERER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALL MEMBERS OF OWNER’S INDEMNITEE GROUP FROM AND AGAINST ANY LIABILITIES ARISING IN CONNECTION WITH DAMAGE TO OR LOSS OF LNG SHIPS, THE LOADING PORT AND ANY OTHER PROPERTY, EQUIPMENT AND MATERIALS OWNED, LEASED, CHARTERED, HIRED OR BORROWED BY ANY MEMBER OF CHARTERER’S INDEMNITEE GROUP, IRRESPECTIVE OF THE CAUSE THEREOF OR REASON THEREFORE AND REGARDLESS OF WHETHER SUCH LOSS OR 61 DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE ACTIVE, PASSIVE, SOLE, JOINT, CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP, STRICT LIABILITY, UNSEAWORTHINESS, AND INCLUDING PRE-EXISTING CONDITIONS OR ANY OTHER THEORY OF LIABILITY OR HOWSOEVER OTHERWISE ARISING, EXCEPT TO THE EXTENT ARISING OUT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF OWNER’S INDEMNITEE GROUP. 15.3 No Limitation on Other Indemnities The indemnification provisions set forth in Clauses 15.1 and 15.2 shall be without prejudice to and in no way limit the liability and indemnity obligations of either Party expressly provided for elsewhere in this Charter. 15.4 General liability Save as otherwise provided in this Charter, in the event of any breach by either Party of any term of this Charter and which is not otherwise attributable to an act or omission of the other Party, is not attributable to a Force Majeure event, is not attributable in the case of a breach by Owner to a Charterer Delay Event or is not otherwise excused by this Charter, the non-breaching Party shall be entitled to all remedies available at law or equity; provided that liability in respect of any breach by Owner or Charterer shall be limited as provided in Clause 15.5. Subject to Clause 15.5.2, where this Charter expressly provides for an event to give rise to a reduction in Hire payments or the payment of liquidated damages pursuant to Clauses 5.6.3, 5.7, or 10, Charterer’s sole and exclusive remedy shall be such reduction in Hire or the payment of liquidated damages under those clauses, and Charterer may not seek further or different relief at law or equity for the events that give rise to a reduction in Hire or the payment of liquidated damages except to the extent such event also gives rise to a right of termination, indemnification, or other express remedy under this Charter. 15.5 Limitation of liability of Owner and Charterer 15.5.1 SUBJECT TO CLAUSES 15.5.2 AND 15.5.3, THE MAXIMUM AGGREGATE LIABILITY OF OWNER TO CHARTERER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE SHALL NOT EXCEED THE SUM OF [*****]. 15.5.2 Notwithstanding anything to the contrary in this Charter, Owner’s liability under this Charter shall not be limited by Clause 15.5.1 with respect to amounts payable by Owner (and, except as specified otherwise in Clause 15.5.3, such amounts shall not be counted towards such limit set forth in Clause 15.5.1): (i) for loss or damage arising from breach of Owner indemnities provided pursuant to Clauses 14.6.1, 15.1.1, 15.2.1, 19 and 20; (ii) for wreck removal pursuant to Clause 3.2.5; 62 (iii) for Willful Breach of this Charter by Owner, including any breach by Owner of Clause 5.3.1; (iv) amounts which are expressed as liquidated damages or as payments upon termination in this Charter; (v) amounts for which payment has been made or been credited under this Charter as of such date; or (vi) to the extent (a) payment of such liability is made by Owner’s insurers; or (b) Owner is otherwise compensated for such liability by its insurers, in each case under any insurance policy required to be maintained by Owner pursuant to this Charter. 15.5.3 Any liability of Owner for loss or damage arising from breach of Owner indemnities provided pursuant to Clause 20, or for any insurance deductible payable (i) in respect of the indemnities provided pursuant to Clauses 3.5, 15.1.1, and 15.2.1, (ii) for wreck removal pursuant to Clause 3.2.5, or (iii) in respect of Clause 15.5.2(iv) shall be counted towards the limit on liability set forth in Clause 15.5.1. 15.5.4 SUBJECT TO CLAUSES 15.5.5 AND 15.5.6, THE MAXIMUM AGGREGATE LIABILITY OF CHARTERER TO OWNER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE SHALL NOT EXCEED THE SUM OF [*****]. 15.5.5 Subject to Clause 15.5.7 but notwithstanding anything else to the contrary in this Charter, Charterer’s liability under this Charter shall not be limited by Clause 15.5.4 with respect to amounts payable by Charterer (and, except as specified otherwise in Clause 15.5.6, such amounts shall not be counted towards such limit set forth in Clause 15.5.4): (i) payment of Hire; (ii) for loss or damage arising from breach of Charterer indemnities provided pursuant to Clauses 15.1.2, 15.2.2, 19 and 20; (iii) for wreck removal pursuant to Clause 3.2.5; (iv) for Willful Breach of this Charter by Charterer; (v) amounts which are expressed as liquidated damages or as payments upon termination in this Charter; (vi) amounts for which payment has been made or been credited under this Charter as of such date; or
63 (vii) to the extent (a) payment of such liability is made by Charterer’s insurers; or (b) Charterer is otherwise compensated for such liability by its insurers, in each case under any insurance policy required to be maintained by Charterer pursuant to this Charter. 15.5.6 Any liability of Charterer for loss or damage arising from breach of Charterer indemnities provided pursuant to Clause 20, or for any insurance deductible payable (i) in respect of the indemnities provided pursuant to Clauses 15.1.2 and 15.2.2, (ii) for wreck removal pursuant to Clause 3.2.5, or (iii) in respect of Clause 15.5.5(v) shall be counted towards the limit on liability set forth in Clause 15.5.4. 15.5.7 WITHOUT PREJUDICE TO CLAUSE 15.5.4 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS CHARTER, ANY OTHER AGREEMENT OR APPLICABLE LAW, OTHER THAN IN RESPECT OF FRAUD, THE MAXIMUM AGGREGATE LIABILITY OF CHARTERER TO OWNER ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS CHARTER HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE, INCLUDING IN RESPECT OF: (I) NON-PAYMENT OF HIRE, ANY DISPUTED HIRE PAYMENTS (WHETHER PAID OR NOT BY THE CHARTERER), AND ANY HIRE PAYMENTS MADE BY OR COLLECTED FROM ANY GUARANTOR OF CHARTERER PURSUANT TO A CALL ON ANY GUARANTEE PROVIDED BY OR ON BEHALF OF CHARTERER; (II) ANY LOSS OR DAMAGE ARISING FROM BREACH OF CHARTERER INDEMNITIES PROVIDED PURSUANT TO CLAUSES 15.1.2, 15.2.2, AND 19; (III) WRECK REMOVAL; AND (IV) AMOUNTS WHICH ARE EXPRESSED AS LIQUIDATED DAMAGES OR AS PAYMENT UPON TERMINATION IN THIS CHARTER, SHALL NOT EXCEED THE SUM OF [*****], PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, PAYMENT BY CHARTERER DIRECTLY OF UNDISPUTED MONTHLY INVOICES FOR HIRE UNDER THIS CHARTER SHALL NOT BE DEEMED TO BE COUNTED TOWARDS OR REDUCE SUCH LIABILITY CAP. 15.6 No Consequential Loss SAVE WITH RESPECT TO LIABILITIES FOR WHICH INDEMNIFICATION IS PROVIDED PURSUANT TO CLAUSES 15.1 AND 15.2, AND ANY AMOUNTS EXPRESSED AS LIQUIDATED DAMAGES OR PAYMENTS UPON TERMINATION HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE, FOR OR IN RESPECT OF ANY CONSEQUENTIAL LOSS INCURRED BY THE OTHER PARTY THAT ARISES UNDER OR IN CONNECTION WITH THIS CHARTER. 15.7 Survival Rights, liabilities and obligations accrued during the Charter Term under this Clause 15 shall survive the termination of this Charter. 64 15.8 Exclusive Remedies Notwithstanding anything to the contrary in this Charter, a Party’s sole liability, and the other Party’s exclusive remedy, arising under or in connection with Clauses 2.4.3, 2.9.5, 3.3.6, 3.4.3, 3.4.4, 4.3, 4.4, 4.7, 4.8, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, 10.5.4, 10.5.5, 11.4, 15.4, and 26.2.2 shall be as set forth in such provisions (without prejudice to any resulting termination right expressly referenced within, or in respect of, any of the foregoing provisions), respectively; provided, however, that any termination remedy and corresponding payment shall not affect the payment of any other amounts accrued in respect of other obligations prior to the date of such termination. 15.9 Express Remedies The Parties agree that Clause 15.6 shall not impair a Party’s obligation to pay the amounts specified in, or the validity of the limitations imposed by Clauses 2.4.3, 2.9.5, 3.3.6, 3.4.3, 3.4.4, 4.3, 4.4, 4.7, 4.8, 5.4.6, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, 10.5.4, 10.5.5, 11.4, 15.4, and 26.2.2. Neither Party shall have a right to make a claim for actual damages (whether direct or indirect) or other non-specified damages under any circumstances for which an express remedy or measure of damages is provided in this Charter. 15.10 Remedies in Contract Except with respect to claims for injunctive relief under Clause 21.4, a Party’s sole remedy against the other Party for non-performance or breach of this Charter or for any other claim of whatsoever nature arising out of or in relation to this Charter shall be in contract and no Party shall be liable to another Party (or its Affiliates and contractors and their respective members, directors, officers, employees and agents) in respect of any Loss suffered or claims which arise out of, under or in any claim in equity, any alleged breach of statutory duty or tortious act or omission (including negligence) or otherwise. 16 Representations, Warranties and Covenants 16.1 Owner’s Corporate Organization and Authority Owner represents and warrants as of the Execution Date, and undertakes throughout the Charter Term, as follows: 16.1.1 Owner is and shall remain a limited liability company duly organized and existing under the laws of the Marshall Islands, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and Authorization to own the FLNG Vessel and perform its obligations under this Charter; 16.1.2 Owner maintains and shall maintain Books and Records reflecting its operations separately from the Books and Records of any other Person; 16.1.3 Owner has taken all necessary organizational action to authorize the execution and delivery hereof and the performance of its obligations hereunder; and 16.1.4 all necessary acts and things have been taken or done to the extent required under this Charter to enable Owner lawfully to enter into this Charter and to perform its obligations hereunder. 65 16.2 Owner’s Business 16.2.1 Subject to Clause 18, throughout the Charter Term, Owner shall not, without Charterer’s prior consent, not to be unreasonably withheld: (i) dissolve, liquidate, merge, consolidate or otherwise combine with or into another entity; (ii) other than in respect of an Approved Mortgage, sell, transfer or otherwise dispose of its rights in the FLNG Vessel or all or substantially all of its assets to another Person; (iii) acquire obligations or securities of its partners, members or shareholders; (iv) commingle assets with those of any other Person; (v) other than in respect of providing security for the financing of the FLNG Vessel as contemplated by and in accordance with Clause 22.1: (a) guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of others; or (b) pledge its assets for the benefit of any other Person or make any loans or advances to any Person, save that Owner shall be able to borrow from its Affiliates; (vi) engage in any business or activity of any nature other than the financing and construction of the FLNG Vessel and the charter of the FLNG Vessel to Charterer pursuant to the terms of this Charter or in relation thereto. 16.2.2 Throughout the Charter Term, Owner shall: (i) conduct its own business in its own name; (ii) continue its existence as a special purpose vehicle for the purposes of this Charter; (iii) pay its own liabilities out of its own funds save that Owner shall be able to borrow from its Affiliates; and (iv) hold itself out as a separate entity to its Affiliates. 16.2.3 Owner represents and warrants as of the Commercial Start Date that, other than any Approved Mortgages and any Permitted Liens, there is no mortgage, lien, or encumbrance on the FLNG Vessel or the FLNG Vessel’s earnings or insurances. 16.3 Owner’s Title; No Conflict Owner represents and warrants that: 66 16.3.1 as of the date of delivery of the FLNG Vessel to Owner by Shipyard Contractor and throughout the Charter Term, except for Approved Mortgages, Owner has and shall maintain full and marketable title to the FLNG Vessel free and clear of any liens; and 16.3.2 as of the Execution Date and throughout the Charter Term, neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein, conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any Applicable Law or of any other agreement or instrument to which Owner is a party or by which it or the FLNG Vessel is bound, or constitutes or will constitute a default under any provision thereof. 16.4 Charterer’s Corporate Organization and Authority Charterer represents and warrants as of the Execution Date, and undertakes throughout the Charter Term, as follows: 16.4.1 Charterer is and shall remain a company duly organized and existing under the laws of the Republic of Argentina, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorization to own the Terminal and perform its obligations under this Charter; 16.4.2 Charterer maintains and shall maintain Books and Records reflecting its operations separately from the Books and Records of any other Person; 16.4.3 Charterer has the requisite power, authority and legal right to execute and deliver and to perform its obligations under this Charter and has taken all necessary organizational action to authorize the execution and delivery hereof and the performance of its obligations hereunder; 16.4.4 Charterer has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Charter for which Owner or any of its Affiliates could be liable; and 16.4.5 all necessary acts and things have been taken or done to the extent required under this Charter to enable Charterer lawfully to enter into this Charter and to perform its obligations hereunder. 16.5 Charterer - No Conflict Charterer represents and warrants that as of the Execution Date neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein, conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any Applicable Law or of any other agreement or instrument to which Charterer is a party or by which it is bound, or constitutes or will constitute a default under any provision thereof.
67 17 Credit Support 17.1 Credit Support 17.1.1 On the Effective Date, each Party shall have and maintain an Acceptable Credit Rating and Financial Standing or provide one or more Guarantees from Acceptable Guarantors. If Charterer provides multiple Guarantees, each Guarantor shall be severally liable for the obligations of Charterer in accordance with its percentage equity interest (direct or indirect) in Charterer and the maximum liability of each Guarantor shall be such Guarantor’s equity interest (direct or indirect) in Charterer multiplied by [*****]. 17.1.2 If at any time, a Party is unable to comply with the requirements of Clause 17.1.1 or the Guarantor of any Guarantee issued hereunder ceases to be an Acceptable Guarantor, then such Party shall provide to the other Party a replacement Guarantee from an Acceptable Guarantor. Any Guarantee required to be delivered to a Party pursuant to this Clause 17.1.2 shall be delivered within ten (10) Business Days of such requirement arising; provided that if such Day is not a Banking Day, it shall delivered by the next Banking Day. Charterer may provide a combination of Guarantees to satisfy its obligations hereunder. 17.1.3 The Parties agree, in regards to any Guarantee to be provided under Clause 17.1.1, as of the Effective Date: (i) Golar LNG Limited shall provide the initial Guarantee on behalf of Owner pursuant to Clause 17.1.1 and shall, subject to a permitted assignment, transfer, or novation by Owner in accordance with Clause 18.2, remain Owner’s Guarantor until the Day that is [*****] from the Effective Date; (ii) each of [*****], [*****], Golar LNG Limited, [*****] and [*****] shall provide an initial Guarantee on behalf of the Charterer pursuant to Clause 17.1.1 and shall, subject to a permitted assignment, transfer, or novation of an interest in Charterer by such Guarantor (or its Affiliate) of its interest in Charterer pursuant to the SHA and provision of a replacement Guarantee by an Acceptable Guarantor pursuant to Clause 17.1.1, remain Charterer’s Guarantor until the Day that is [*****] the Effective Date; provided, however, that in respect of each of the above named entities, if such entity is no longer the entity that holds all or substantially all of the assets of the entities owned by the ultimate parent company and its direct and indirect subsidiaries, then the Guarantor shall replace its Guarantor with such asset-holding entity, subject to the consent of the other Party, not to be unreasonably withheld, or with an entity that meets the Acceptable Credit Rating and Financial Standing requirements. 17.1.4 Each Party shall cause any Guarantee provided hereunder to be maintained in full force and effect as long as such Party does not maintain an Acceptable Credit Rating and Financial Standing. 17.1.5 Any Guarantee or other information or documentation provided by a Party or Guarantor pursuant to this Clause 17.1 shall be provided in the English language. 68 18 Assignment and Transfer 18.1 Assignment by Charterer 18.1.1 Subject to compliance with all Applicable Law and all Authorizations, after the fifth anniversary of the Commercial Start Date, Charterer may transfer this Charter in its entirety, for the remainder of the Charter Term, upon the prior written consent of Owner (which consent shall not be unreasonably withheld or delayed); provided that (i) the transferee assumes all of the obligations of Charterer under this Charter, without any reserve or condition whatsoever, commencing as of the date of transfer by execution of a binding deed of novation which is enforceable by Owner, where such date of the transfer shall be the first date on which each of Owner, Charterer, and its transferee (as applicable) have executed such document, (ii) the transferee shall have the technical and commercial capability to perform its obligations under this Charter (iii) the transferee meets the requirements set forth in Clause 17.1 prior to such transfer, (iv) the transferee enters into, and causes any Guarantor, if any, of such transferee to enter into, one or more direct agreements with Owner’s or its Affiliates’ Lenders or Lenders’ Agent, as required by such Lenders, and (v) the transferee completes Owner’s “know your customer” process to Owner’s reasonable satisfaction. 18.1.2 Notwithstanding Clause 18.1.1, Charterer shall have the right to transfer all of its rights and obligations under this Charter to its Affiliate without Owner’s consent; provided that the Affiliate complies with Clause 18.1.1(i)-(v). 18.1.3 Charterer shall not be entitled to sub-charter or sublease any of Charterer’s rights under this Charter or to the FLNG Vessel without the prior written consent of Owner (in its sole discretion). 18.1.4 Upon a transfer by Charterer in accordance with this Clause 18.1, Charterer shall be released to the degree of such transfer from all further obligation, duty, or liability under this Charter, other than any obligation, duty, or liability arising prior to the date of effectiveness of such transfer. 18.2 Assignment by Owner 18.2.1 Subject to compliance with all Applicable Law and all Authorizations, after the fifth anniversary of the Commercial Start Date, Owner may transfer this Charter in its entirety, for the remainder of the Charter Term, upon the prior written consent of Charterer (such consent not to be unreasonably withheld); provided that the transferee (i) assumes all of the obligations of Owner under this Charter, without any reserve or condition whatsoever, commencing as of the date of transfer by execution of a binding deed of novation which is enforceable by Charterer, where such date of the transfer shall be the first date on which each of Charterer, Owner and its transferee (as applicable) have executed such document, (ii) shall have the technical and other expertise and financial capability necessary to perform, and is capable of performing, Owner’s obligations under this Charter, (iii) meets the requirements set forth in Clause 17.1 prior to such transfer, and (iv) will have, or have rights to use, such Authorizations as are needed to perform Owner’s obligations under this Charter. 69 18.2.2 Notwithstanding Clause 18.2.1, Owner shall have the right to transfer all of its rights and obligations under this Charter to its Affiliate without Charterer’s consent; provided that the Affiliate (i) shall have the technical and other expertise and financial capability necessary to perform, and is capable of performing, Owner’s obligations under this Charter, (ii) will have, or have rights to use, such Authorizations as are needed to perform Owner’s obligations under this Charter, and (iii) enters into a bareboat charter agreement with Charterer on substantially the same terms included herein after which this Charter shall automatically terminate and be replaced by such agreement. Charterer agrees that Owner may transfer this Charter to an Affiliate registered in Qatar within [*****] of the Effective Date, provided that such entity meets the requirement in Clauses 18.2.2(ii) and 18.2.2(iii). 18.2.3 Upon an assignment or transfer by Owner in accordance with Clause 18.2, Owner shall be released to the degree of such transfer from all further obligation, duty, or liability under this Charter, other than any obligation, duty, or liability arising prior to the date of effectiveness of such transfer. 19 Business Principles and Practices 19.1 Business Principles The Parties acknowledge and agree (for themselves and on behalf of their respective Affiliates) that all activities conducted in accordance with this Charter will be done so in a manner consistent with the following principles. 19.2 Business Practices 19.2.1 Each Party represents, warrants and covenants to the other that it and its Representatives: (i) comply with the Applicable Corruption Law with respect to all Matters; (ii) have not Offered and will not Offer with respect to any Matters any advantage to any Public Official which would violate the Applicable Corruption Law; (iii) have not Offered and will not Offer with respect to any Matters any advantage to any officer, director, employee, agent or Representative of any other Person or entity which would violate the Applicable Corruption Law; (iv) will not, directly or through any other Person or entity, request any service, action or inaction by any other Person or entity with respect to any Matters which would violate the Applicable Corruption Law; (v) will not, directly or indirectly with respect to any Matters request an advantage which would violate the Applicable Corruption Law; and (vi) have been informed of their obligations in relation to the Applicable Corruption Law and have in place adequate policies and procedures (including, without limitation, training) in relation to business ethics and conduct 70 and reporting and investigating suspected violations which are compliant with Applicable Corruption Law. 19.2.2 Each Party represents, warrants and covenants to the other that: (i) it maintains accurate and complete Books and Records and internal controls sufficient and of such quality, consistent with accounting principles and practices contained in the general accepted accounting principles, International Financial Reporting Standards or US GAAP, as applicable; (ii) where there is an existing relationship between such Party’s personnel, its Representatives or anyone in their immediate families on the one hand and any Public Official or any political party or political party official or candidate for any political office or Person on the other which may or might reasonably be considered to have an influence on the performance of its obligations hereunder which may lead to a violation of Applicable Corruption Law, that this has been notified to the other Party in writing prior to this Charter being entered into; and (iii) it will promptly take all such steps as may be necessary including, as reasonably requested by the other Party to ensure that such relationship does not give rise to any conflict of interest or any breach of the Applicable Corruption Law. 19.2.3 Each Party represents, warrants and covenants to the other that to the best of its knowledge and belief neither it nor any of its Representatives: (i) appears on any list of entities or individuals debarred from tendering or participating in any project funded by the World Bank or EBRO; (ii) has at any time been found by a court in any jurisdiction to have breached Applicable Corruption Law; or (iii) has at any time been investigated (or is being investigated) or is involved in an investigation or been suspected in any jurisdiction of having engaged in any conduct with respect to Matters which would constitute a breach of Applicable Corruption Law. 19.2.4 Each Party represents, warrants and covenants that if at any time it becomes aware that any of the circumstances set out in Clauses 19.2.2(ii), 19.2.2(iii) or 19.2.3 are not as it has confirmed it will notify the other Party immediately in writing and will promptly take all such steps as may be necessary and/or requested by the other Party to ensure minimum adverse effect on this Charter. 19.2.5 Each Party represents, warrants and covenants that if such Party receives formal notification of a judicial or administrative proceeding alleging a violation of Applicable Corruption Law that is related to this Charter or the operations, activities and obligations set forth herein, such Party shall notify the other Party and keep them reasonably informed with respect to same; provided that such Party shall not be obliged to disclose any legally privileged information to the other Party.
71 19.2.6 Without prejudice to any other express remedies referred to elsewhere in this Charter or any rights or remedies available at law or in equity, in the event of a material breach of this Clause 19.2 by a Party (a “Breaching Party”), the other Party (the “Non-Breaching Party”) has the right to terminate this Charter at any time after the expiration of a period of [*****] after the Non-Breaching Party gives notice of termination, so long as the breach is continuing unremedied at the expiry of such period, and is not liable to pay any compensation to the Breaching Party for loss of profits or loss of goodwill or for any other loss or damage howsoever arising as a result of the termination under this Clause 19.2.6. 19.2.7 Where this Charter is terminated in accordance with Clause 19.2.6 the Non- Breaching Party will not be obliged to make any payments which are due or may otherwise be due under the terms of this Charter where to do so would violate any Applicable Corruption Law or Sanctions Law to which the Non-Breaching Party is subject. 19.2.8 Each Party indemnifies and holds harmless the other Party from and against any and all claims, damages, liabilities, losses, penalties, costs and expenses arising from or related to, any breach by such first Party of this Clause 19.2. 19.2.9 The rights and obligations contained in Clauses 19.2.6, 19.2.7, 19.2.8, survive termination or expiration of this Charter. The rights and obligations contained in Clauses 19.2.2(i), 19.2.4 and 19.2.5 shall survive termination or expiration of this Charter for a period of six (6) Months. 19.2.10 Each Party shall require its contractors, consultants and agents involved in Matters to act in accordance with the requirements of this Clause 19.2 and Applicable Corruption Law. 19.2.11 Each Party shall operate a program of regular assessments of its contractors, consultants and agents involved in Matters to verify that they are following their obligations in respect of compliance in Clause 19.2.10 above and retain the right to have an independent auditor review and verify their compliance. 20 Intellectual Property Rights and Indemnification 20.1 Intellectual Property Rights It is expressly agreed that no Intellectual Property Rights relating to the FLNG Vessel shall be or become the property of Charterer by operation of this Charter save that Owner grants Charterer a non-exclusive license to use any Intellectual Property Rights relating to the FLNG Vessel owned by, or licensed to, Owner, solely for, and only to the extent necessary for, the purposes of giving Charterer the full benefit of this Charter, which shall include, for the avoidance of doubt, Owner or its Affiliates’ operating manuals, standards, procedures and systems or any Intellectual Property Rights related thereto. 20.2 Intellectual Property Rights Indemnification Owner shall indemnify and hold harmless Charterer and its Affiliates (and each of their employees, directors) (together, the “IP Indemnified Persons”) from any claims, demands, expenses, liabilities, losses or damages suffered or incurred by the IP Indemnified Persons based 72 on a claim that the FLNG Vessel or any item of equipment or part thereof furnished hereunder by Owner or their use and/or ownership by Charterer infringes any Intellectual Property Rights, if Owner is notified reasonably promptly in writing by Charterer for the defense of same. Owner shall pay all damages and costs awarded therein against the IP Indemnified Persons and in addition shall reimburse the IP Indemnified Persons for their reasonable legal costs and expenses incurred in connection with such claim. In event that the FLNG Vessel, or any item of equipment or any part thereof or their use by Charterer is held in such suit to constitute infringement of Intellectual Property Rights or if Charterer is restrained by any court order from keeping or using the same, Owner shall at its own expense either procure for Charterer the right to continue using the FLNG Vessel or said equipment or part thereof in the same manner as contemplated under this Charter, or replace the same with non-infringing components or equipment, or modify it so it becomes non-infringing, in both cases without diminishing the performance, function, efficiency or effectiveness of the FLNG Vessel or other equipment or part thereof. 21 Confidentiality 21.1 Confidentiality Undertaking Each Party shall maintain in strict confidence and protect the confidentiality of the Confidential Information, and neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party, except as provided in Clause 21.2. 21.2 Permitted Disclosure 21.2.1 Notwithstanding Clause 21.1, each Party may disclose Confidential Information without the other Party’s consent to: (i) the Party’s Affiliates and shareholders, and its and their directors, officers and employees who have a specific need to know such Confidential Information in order to perform the obligations set forth under this Charter or to carry out management oversight and corporate governance obligations in relation to a Party and shall inform such individuals of the confidential nature of the Confidential Information, in each case provided that the Party’s Affiliates and shareholders and its and their directors, officers or employees are bound by an undertaking to maintain the confidentiality of such Confidential Information and on the basis that the disclosing Party shall be liable if such persons fail to so comply; (ii) advisors and consultants, including counsel, accountants and other agents of the Party or its Affiliates or shareholders who have a specific need to know such Confidential Information in order to assist such Person to perform the obligations set forth under this Charter or to advise management in relation to oversight and corporate governance obligations in relation to a Party, or otherwise to advise on the rights and obligations of a Party under this Charter and shall inform such individuals of the confidential nature of the Confidential Information; (iii) third parties on an aggregated basis to the extent such information is delivered to such third party for the sole purpose of calculating a published index; 73 (iv) arbitrators, Experts and any court in connection with the resolution of a Dispute; (v) any bona fide intended assignees of a Party’s interests under this Charter; provided, however, that: (a) such intended assignee has entered into a confidentiality agreement with the intended assignor incorporating terms to restrict disclosure of the Confidential Information on an “as needed” basis and solely for the purpose of the proposed assignment; (b) a copy of that confidentiality agreement has been provided to the non- assigning Party; and (c) such confidentiality agreement expressly states that the non-assigning Party is an intended third party beneficiary of such agreement with respect to disclosure of Confidential Information, capable of independently enforcing the provisions therein protecting disclosure of such Confidential Information; (vi) accountants and/or auditors who have a need to know such Confidential Information in order to confirm, authenticate, verify or corroborate a statement or calculation (or to perform a similar task) for or on behalf of a third party; (vii) prospective Gas suppliers for the Terminal, prospective purchasers of LNG from Charterer and potential equity and debt investors in the Project; and (viii) to any Person reasonably needing to see the same in connection with any bona fide financing or offering or sale of securities by Charterer, Owner, any Affiliate or shareholder of any of Charterer or Owner, or any Affiliate of any of the shareholders of any of Charterer or Owner, or otherwise to comply with the disclosure or other requirements of financial institutions or other participants (including rating agencies) in the financing, offering or sale. The Party disclosing Confidential Information shall ensure that any Person listed in Clauses 21.2.1(ii) to 21.2.1(iv), 21.2.1(vi), 21.2.1(vii) and 21.2.1(viii) above to which it makes the disclosure provides an undertaking of confidentiality (excluding legal counsel under a professional confidentiality obligation). 21.2.2 Notwithstanding Clause 21.1 and without prejudice to Clause 21.2.1, the receiving Party may disclose Confidential Information without the disclosing Party’s prior consent to the extent that such Confidential Information is: (i) at the time of disclosure under this Charter, in the public domain or becomes public knowledge through no fault of the receiving Party; (ii) already known to the receiving Party at the time of disclosure by the disclosing Party or is lawfully obtained by the receiving Party after such disclosure other than by any other Person breaching its obligations of confidentiality to the disclosing Party; 74 (iii) developed by the receiving Party independently of the Confidential Information received from the disclosing Party; or (iv) required to be disclosed: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the receiving Party is bound to comply; or (c) by the laws and regulations of any Governmental Authority with jurisdiction over the affairs of the receiving Party. Notwithstanding the foregoing, in the case of Clause 21.2.2(iv), the receiving Party shall, to the extent permitted by Applicable Law, promptly notify the other Party of such requirement as soon as it becomes aware of it, and, in such a case, the Parties shall cooperate in good faith to determine if a protective order or other appropriate remedy may be sought. 21.3 Right to Disclose Confidential Information The disclosing Party warrants that it has the right to disclose the Confidential Information to the receiving Party and the right to authorize the receiving Party to use such Confidential Information in accordance with the terms of this Charter. The disclosing Party (which term for this purpose shall include its directors and employees) does not make any representation or Offer any warranty with respect to the completeness or accuracy of the Confidential Information and the receiving Party acknowledges that it shall be responsible for the verification of the completeness and/or accuracy of the Confidential Information to its own satisfaction. 21.4 Injunction and Equitable Remedies Without prejudice to any other rights or remedies which the disclosing Party may have, the receiving Party acknowledges and agrees that in the event of breach of this Clause 21 the disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause 21 in addition to any damages or other remedies to which it may be entitled. 21.5 Duration The provisions of this Clause 21 shall remain in full force and effect for a period of [*****] after the date of termination or expiration of this Charter for any reason. 21.6 Press Release Any public announcement (including any press release) by either Party directly relating to this Charter shall only be made with the prior written consent of the other Party. Subject to giving prior notice and, where reasonably practicable, undertaking reasonable consultation with the other Party, this Clause 21.6 will not prohibit or restrict a Party from making such reference, comment, disclosure, statements or other announcements as may be required by any relevant stock exchange or by Applicable Law.
75 22 Lender’s Rights 22.1 Financing Requirements The Parties each recognize that the other Party (each a “Financing Party”) may obtain financing or refinancing from one or more credit providers, including commercial banks, export credit agencies and/or through the issuance of debt securities in the capital markets to finance the development of the FLNG Vessel or Charterer’s Facilities, and in connection therewith, each such Party shall be entitled to collaterally assign its corresponding rights and obligations hereunder to its respective Lenders. In connection with any such financing or refinancing, the Party other than the Financing Party (“Non-Financing Party”), at no additional cost to the Financing Party, shall, if so requested by the Financing Party: 22.1.1 deliver to the lenders and other entities providing credit or financing to the Financing Party, provided that in the case of Owner, mortgages over the FLNG Vessel shall only be allowed if granted to Approved Mortgagees (collectively, “Lenders”) or the agent acting on behalf of the Lenders (“Lenders’ Agent”) certified copies of its corporate charter and by-laws, resolutions, incumbency certificates, legal opinions (covering authority, due organization and existence of the Non-Financing Party), financial statements, and such other items as Lenders or Lenders’ Agent may reasonably request, including but not limited to, copies of all required governmental Authorizations, approvals and permissions; 22.1.2 provide to Lenders or Lenders’ Agent, as and when reasonably requested, information, including with respect to the testing, operation and financing of the FLNG Vessel or Charterer’s Facilities, as applicable, to be provided pursuant to this Charter, and shall extend to Lenders or Lenders’ Agent reasonable access to the FLNG Vessel or Charterer’s Facilities for purposes of inspection in the same terms as those inspection rights are provided to the Financing Party; 22.1.3 notwithstanding the provisions of Clause 18, enter into, and in the case of a Guarantee, shall cause it’s Guarantor to enter into, and deliver to Lenders or Lenders’ Agent a direct agreement that (a) provides for the assignment, novation and transfer of this Charter and/or Financing Party’s rights and obligations under this Charter including the Guarantees issued for its benefit, to a nominee of Lender following a default by the Financing Party under its lending arrangement without requiring consent of the Non-Financing Party; (b) include terms that are normal and customary in corporate, vessel or project financings or refinancings of similar projects in the hydrocarbon industry; and (c) if the Non-Financing Party is the Charterer, include a customary quiet enjoyment undertaking by the Lenders that includes the right to obtain the benefits described in this Charter; provided, however, that the Non-Financing Party shall not be required to provide (or cause to be provided) any guarantee or similar commitment other than the Guarantee required pursuant to Clause 17.1 in favor of the Lenders, the Financing Party or any other Person in connection with the financing; and 22.1.4 provide all information reasonably requested by Lenders or Lenders’ Agent to facilitate any such financing or refinancing. 76 22.2 Financing Restrictions Except as provided under Clause 22.1, or as otherwise expressly agreed in writing by Charterer or Owner, as applicable, (i) none of Owner, its personnel or its agents shall have any right, power or authority to create, incur or permit to be imposed upon the FLNG Vessel any security interest, and shall cause all unpermitted security interests to be removed within a reasonable time period, and (ii) none of Charterer, its personnel or its agents shall have any right, power or authority to create, incur or permit to be imposed upon Charterer’s Facilities any security interest, and shall cause all unpermitted security interests to be removed within a reasonable time period. 23 Governing Law This Charter, and all matters arising out of or relating to this Charter, shall be governed by and all disputes arising out of or relating to this Charter shall be resolved in accordance with, the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales. 24 Dispute Resolution 24.1 Reference to Representatives 24.1.1 If any Dispute (including a Technical Dispute) arises between the Parties, it shall first be referred, in writing, to nominated Representatives from the senior management of each Party, who shall meet and endeavor to resolve such Dispute amicably within [*****] of the Dispute being referred to them. Any such discussion between Representatives shall be without prejudice to any right or remedy which any relevant Party may ultimately have if such discussions do not resolve such Matter. 24.1.2 In the event that the Parties fail to resolve such Dispute amicably within *****] of the Dispute being referred to the Representatives, the Dispute may be referred to by either Party either to: an Expert pursuant to Clause 24.2 or to arbitration pursuant to Clause 25. 24.2 Expert Determination 24.2.1 If the Parties do not resolve a Dispute pursuant to Clause 24.1, and if no Party has initiated an arbitration related to such Dispute under Clause 25, and if a Party wants to submit a Dispute that it believes should be treated as a Technical Dispute to an Expert pursuant to this Clause 24.2, then it shall provide Notice thereof to the other Party, and the Parties shall discuss for [*****] whether to treat such Dispute as a Technical Dispute to be governed by this Clause 24.2. If so agreed by both Parties, such Dispute shall be a Technical Dispute, and if not agreed by both Parties, shall not be considered a Technical Dispute and shall be resolved pursuant to Clause 25. Any Technical Dispute shall be resolved pursuant to an administered expert proceeding in accordance with the Rules for the Administration of Expert Proceedings of the ICC if the Parties are not able to agree under Clause 24.1 on a resolution to such Technical Dispute. For the avoidance of doubt, Expert determination shall not be a condition precedent to any stage of the arbitration process pursuant to Clause 25. 77 24.2.2 The Parties agree that the findings of the Expert shall be final and contractually binding upon them, and shall not be subject to challenge except in the case of fraud or manifest error. For the avoidance of doubt, any challenge to the Expert’s findings as permitted under this Clause 24.2.2, or any failure by a Party to comply with the Expert’s findings, shall constitute a Dispute and shall be resolved exclusively through arbitration under Clause 25. Any such challenge should be submitted to arbitration within [*****] from the date the Expert notifies the Parties of its determinations or findings. 24.2.3 The Parties shall cooperate fully in the expeditious conduct of such Expert determination and provide the Expert with reasonable access to facilities, Books and Records, documents, information and personnel requested by the Expert to make a fully informed decision in an expeditious manner as so directed by such Expert. 24.2.4 The Expert shall be and remain at all times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with either of the Parties concerning the Expert determination or the underlying Technical Dispute. 24.2.5 Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to comment on it. 24.2.6 The Expert shall use reasonable endeavors to resolve the Technical Dispute and submit a draft report to the ICC International Centre for ADR within [*****], but no later than [*****], after receiving the file from the ICC International Centre for ADR pursuant to the ICC Rules for the Administration of Expert Proceedings, taking into account the circumstances requiring an expeditious resolution of the Matter in Dispute. 25 Arbitration 25.1 General Subject to Clause 24.1, and except as provided in Clause 24.2 with respect to Technical Disputes, all Disputes shall be settled by arbitration in accordance with the ICC Rules. 25.2 Constitution of the Arbitral Tribunal The arbitral tribunal shall be composed of three arbitrators. One arbitrator shall be nominated by the claimant in its request for arbitration. The second arbitrator shall be nominated by the respondent within [*****] of its receipt of the request for arbitration. The third arbitrator, who shall be the president of the tribunal, shall be jointly nominated by the two other arbitrators within [*****] of the nomination of the second arbitrator. If any arbitrator is not nominated within these time periods, the ICC Court shall appoint such arbitrator(s). The parties to the arbitration may confer with the two party-nominated arbitrators with respect to the nomination of the president. If there are multiple claimants or multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall each nominate one arbitrator. In the absence of a joint nomination and where all parties are unable to agree to a method for the constitution of the arbitral tribunal, the ICC Court shall appoint each member of the arbitral tribunal and shall designate one of them to act as president. 78 25.3 Place of the Arbitration The place of the arbitration shall be Paris, France. 25.4 Language The arbitration shall be conducted in the English language, but documents and testimony may be submitted in Spanish if accompanied by translation. 25.5 Consolidation The Parties agree and consent to the consolidation of arbitrations commenced under this Charter and/or under any other Project Agreements, in accordance with the ICC Rules, and agree that Disputes may be determined in a single arbitration together with disputes arising out of or in connection with any of the Project Agreements. 25.6 Interim Measures and Provisional Remedies The arbitral tribunal is authorized to award interim measures, provisional remedies or injunctive relief, which may be enforced by a competent court of law. In the event of an emergency or if one of the arbitrators is unavailable, then the presiding arbitrator is authorized to award interim measures or injunctive relief, which may upon the request of a party be reviewed by the entire arbitral tribunal. 25.7 Limitations on Arbitral Tribunal and Arbitration Proceedings The arbitral tribunal shall not be empowered to award punitive, exemplary, treble, multiple, indirect, or special damages, and the Parties waive any right they may have to recover such damages from one another. The arbitral tribunal shall not be empowered to decide any Dispute ex aequo et bono or assume the powers of an amiable compositeur. 25.8 Specific Performance The Parties agree that money damages alone may not be a sufficient remedy for any breach of this Charter. Therefore, the Parties agree that the arbitral tribunal is authorized to award specific performance and injunctive relief for any breach of this Charter, including in respect of interim relief prior to a final award. 25.9 Award The award shall be final and binding. The award shall be required to be in writing and shall state the reasons therefor. Any action to set aside the award must be brought in the French courts, and the Parties agree to waive any objections they may have to personal jurisdiction, venue or forum non conveniens, for the exclusive purpose of any action brought to challenge the award in that jurisdiction. 25.10 Enforcement of Award by a Court Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction (including but not limited to any jurisdiction in which a Party holds or keeps assets), and the Parties agree to waive any objections they may have based on lack of
79 personal jurisdiction, improper venue, or forum non conveniens, for the exclusive purpose of any action brought to enforce the award in any of those courts. 25.11 Costs and Attorney’s Fees The arbitral tribunal is authorized to award costs of the arbitration in its award and to allocate costs between the Parties, including (i) the fees and expenses of the arbitrators; (ii) the costs of assistance required by the tribunal, including Experts; (iii) the fees and expenses of the ICC; (iv) the reasonable costs for legal representation of a successful Party, including attorney’s fees, expert witness fees, out of pocket costs and other expenses; and (v) any such costs incurred in connection with an application for interim or emergency measures. 25.12 Interest The award shall include pre-award interest at a rate to be determined by the arbitral tribunal from the date of the breach or default. Interest shall accrue until the date the award is paid in full. 25.13 Payment of the Award The award (including any interim award) shall be paid within [*****] of the issuance of the award in immediately available funds, free and clear of any liens, Taxes or other deductions. The award shall be paid in the currency for payments under this Charter. 25.14 Confidentiality The existence of the arbitration, as well as any documents or information relating to (and including) any arbitration orders or awards, documents exchanged or produced during an arbitration proceeding, Expert reports, witness statements and testimony, and memorials, briefs or other documents prepared for the arbitration or settlement of a Dispute shall be confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants, and expert witnesses, to any non-party except the tribunal, the Parties’ counsel, Experts, witnesses, accountants and auditors, insurers and reinsurers, the Charterer’s shareholders and Affiliates, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information under this Clause 25.14 (i) in a bona fide legal proceeding to enforce rights or challenge an award under this Clause 25, (ii) in response to a subpoena or legal process (in which case such Party shall, to the extent permitted by Applicable Law, promptly notify the other Party of such requirement upon learning of it, and, in such a case, the Parties shall cooperate in good faith to determine if a protective order or other appropriate remedy may be sought), (iii) by agreement of all the parties to the arbitration, or (iv) as required by law. A breach of this Clause 25.14 shall not void any settlement or award. The Parties do not consent to the publication of any award made pursuant to this Clause 25. 26 Sanctions 26.1 Operation of the FLNG Vessel and Sanctions 26.1.1 Neither Party shall be obliged to (i) make available the FLNG Vessel or (ii) comply with any orders for the employment of the FLNG Vessel in any carriage or trade, or on a voyage, which would result in a violation of, be inconsistent with, or expose any Party to punitive measures under Sanctions Laws. 80 26.1.2 If the FLNG Vessel is operating and such operation is in violation of, is inconsistent with, or exposes any Party to punitive measures under Sanctions Laws, each Party shall have the right to require the cessation of such operations. 26.1.3 Subject to Clause 26.2 below, any time during which the FLNG Vessel ceases to be at the disposal of Charterer by reason of this Clause 26.1 shall be considered an event of Force Majeure in accordance with Clause 11 hereof. 26.2 Non-Compliant Parties 26.2.1 Each of Owner and Charterer respectively warrant for itself and their respective Affiliates that at the date of this Charter, and for the duration of the Charter: (i) it is in compliance with Sanctions Laws; (ii) it is not a Restricted Party; and (iii) it is not subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority. 26.2.2 If at any time during the performance of this Charter either Party becomes aware that such Party (the “Non-Compliant Party”) would be in breach of the warranties in Clause 26.2.1: (i) the Non-Compliant Party shall give notice to the other Party (a “Sanctions Warranty Notice”); (ii) if such breach would cause performance of the obligations under this Charter to result in a violation of, be inconsistent with, or expose the other Party to punitive measures under Sanctions Laws, from the date of the Sanctions Warranty Notice, performance of the obligations of Owner and Charterer under this Charter shall be suspended without liability of either Party unless and until performance is no longer in violation of, inconsistent with, or exposing the other Party to punitive measures under Sanctions Laws or resumes in accordance with Clause 26.2.2(iv) or this Charter is terminated pursuant to Clause 26.2.2(v); (iii) if Owner is the Non-Compliant Party and such suspension takes place after the Commercial Start Date, such period of suspension shall count as unavailability and no Hire shall be payable to Owner. If Charterer is the Non- Compliant Party, Charterer shall continue to be obliged to pay Hire during the period of suspension subject to FLNG Vessel’s availability under this Charter and such payment of Hire, and its receipt by Owner, not being in breach of Sanctions Laws. When performance of the obligations under this Charter is in violation of, inconsistent with, or exposing the other Party to punitive measures under Sanctions Laws due to a breach of the warranties in Clause 26.2.1 and remains so for a period of [*****] or more after delivery of the Sanctions Warranty Notice, the non-breaching Party shall be entitled to terminate this Charter with immediate effect by sending written notice thereof to the Non- Compliant Party; 81 (iv) Owner and Charterer shall use reasonable endeavors to apply for and obtain any applicable license or Authorization which will enable the Parties to resume performance of this Charter notwithstanding the circumstances giving rise to the operation of this Clause 26.2 and upon the obtaining of such license or Authorization performance of the obligations of Owner and Charterer under this Charter, including payment of Hire, shall resume; and (v) if no license or Authorization as referred to in Clause 26.2.2(iv) is obtained within [*****] of the Sanctions Warranty Notice referred to in Clause 26.2.2(i) or at any earlier time the Party which is the Non-Compliant Party can show that there is no reasonable prospect of any such license or Authorization being obtained, either Party may terminate this Charter by notice to the other Party. 26.2.3 Notwithstanding anything in this Clause 26 to the contrary, Owner or Charterer shall not be required to do anything, which is in violation of, inconsistent with, or exposes the Party to punitive measures under Sanctions Laws. 27 Miscellaneous 27.1 Notices All notices, requests, statements and invoices provided for in this Charter (“Notices”) shall be sent to the addresses specified in this Clause 22. Unless expressly provided otherwise, Notices shall be in writing and delivered by courier or electronic mail. Except where it is expressly stated to the contrary in this Charter, Notice by electronic mail shall be deemed to be delivered on the Day on which it was received by the other Party in a form which is accessible to the recipient. Except where it is expressly stated to the contrary in this Charter, Notice by courier shall be deemed to be delivered on the Day on which it is left at the recipient Party’s address. Notices of termination of this Charter may not be delivered by electronic mail. All Notices shall be deemed to take effect on the Day of delivery; provided such Notice is received before 17:00 hours (local time) on a Banking Day and if not, the next Banking Day. A Party may change its address by providing written notice thereof to the other Party in accordance with this Clause 27.1. Unless modified pursuant to this Clause 27.1, all Notices shall be sent to: To Owner: Golar MKII Corporation c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: [*****] To Charterer: Southern Energy S.A. L.N. Alem 1180, Ciudad Autónoma de Buenos Aires, Argentina Attention: Rodolfo H. Freyre Email: [*****] 82 27.2 Indemnity Save as provided in Clauses 27.3 and/or 27.4, wherever in this Charter a Party is obligated to indemnify and hold harmless the other Party from and against claims and liabilities, then: (a) such obligations shall be to indemnify and hold harmless such Party and its Representatives and each of their respective directors, officers, employees, agents and subcontractors; and (b) the phrase “claims and liabilities” shall include all reasonable legal fees and other costs of defense, penalties, and the amount of any settlement of claims. 27.3 Notification and Conduct of Claims A Party (the “Claiming Party”) seeking to be indemnified by the other Party under an indemnity in this Charter shall notify the other Party (the “Notified Party”) of: 27.3.1 any claim for indemnification pursuant to or in connection with this Charter (including any claim by any third party); or 27.3.2 any circumstances which are likely to give rise to any such claim for indemnification, in each case, as soon as reasonably practicable after becoming aware of the same. In the case of any action or claim which has been brought against a Claiming Party by a third party in respect of any such Matter, the Notified Party shall be entitled at its expense to assume the defense thereof in place of the Claiming Party (unless the claim in respect of which the Claiming Party is seeking to be indemnified is a claim for indemnification against a third party claim by the Claiming Party’s counterpart under another contract and the Claiming Party is not itself able to obtain conduct of the relevant third party claim under such other contract). In such circumstances, the Claiming Party shall provide the Notified Party with such information and assistance as the Notified Party shall reasonably request. If the Notified Party assumes the defense of the relevant claim or action, it shall not be liable for any settlement thereof which is made without its consent. The Notified Party shall not agree to any settlement granting any relief other than payment of money without the prior written consent of the Claiming Party. 27.4 Limitation Notwithstanding any other provisions of this Charter, the obligations of a Notified Party shall not extend to: 27.4.1 any Liabilities or other loss of whatever kind and nature (including all related costs and expenses) which may result from the settlement or compromise of any action or claim brought against the Claiming Party, or the admission of fault or liability by that Claiming Party in respect of any action or claim or the taking by the Claiming Party of any action (unless required by law or applicable legal process), which would prejudice the successful defense of the action or claim, without, in any such case, the prior written consent of the Notified Party (such consent not to be unreasonably withheld or delayed in a case where the Notified Party has not, at the time such consent is sought, assumed the defense of the action or claim); or 27.4.2 to any legal expenses being costs, charges and expenses, which may result from the employment by the Claiming Party of its own legal advisers in connection with any action or claim against it after the defense of such action or claim has been assumed by the Notified Party.
83 27.5 Time is of the Essence Where a time for performance is expressed in this Charter, time is of the essence in regard to the resulting rights and obligations of the Parties. 27.6 Liquidated Damages The Parties agree that it would be impracticable to determine accurately the extent of the Loss that either Party would have in the circumstances described in Clauses 2.4.3, 2.9.5, 3.4.3, last paragraph of 4.3, last paragraph of 4.4, 4.7, 5.4.6, 5.6.3, 5.6.6, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, and 26.2.2. Accordingly, the Parties have estimated and agreed in advance that the sole liability, and exclusive remedy for such cases in which liquidated damages or reductions of the Monthly Hire Fee have been agreed upon shall be provided in those Clauses, and neither Party shall have additional liability as a result of any such circumstances. Each amount described in or determined in Clauses 2.4.3, 2.9.5, 3.4.3, last paragraph of 4.3, last paragraph of 4.4, 4.7, 5.4.6, 5.6.3, 5.7, 5.9.3, 10.1.4, 10.1.5, 10.4.1, 10.4.2, and 26.2.2. is intended to represent a genuine pre-estimate by the Parties as to the Loss likely to be suffered by the Party receiving the payment or benefit of such circumstance and such liquidated damages or reductions of the Monthly Hire Fee that the first Party is to provide the second Party do not constitute penalties. Each Party waives any right to claim or assert, in any arbitration or Expert determination pursuant to Clauses 24 and 25 or in any action with respect to this Charter, that any liquidated damages or reductions of the Monthly Hire Fee agreed thereunder do not represent a genuine pre-estimate by the Parties as to the Loss or damage likely to be suffered by the Party receiving the payment or benefit in each such circumstance or otherwise are not valid and enforceable damages. 27.7 Amendments This Charter may not be amended, modified, varied or supplemented except by an instrument in writing signed by Owner and Charterer. 27.8 Successors and Assigns This Charter shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties (following any relevant transfer, novation, or assignment). 27.9 Waiver No failure to exercise or delay in exercising any right or remedy arising from this Charter shall operate or be construed as a waiver of such right or remedy. Performance of any condition or obligation to be performed hereunder shall not be deemed to have been waived or postponed except by an instrument in writing signed by the Party who is claimed to have granted such waiver or postponement. No waiver by either Party shall operate or be construed as a waiver in respect of any failure or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. 27.10 Waiver of Immunity 27.10.1 Each Party acknowledges that the other Party is a private entity, acting on its own behalf, and a separate entity from its shareholders. Notwithstanding the foregoing, each Party (to the fullest extent permitted by law) irrevocably and unconditionally: (i) agrees not to claim any immunity that it may have, and agrees to ensure that no such claim of immunity is made on its behalf, in the context of any 84 proceedings brought pursuant to Clause 25 hereof or any proceedings in court in furtherance thereof, including any proceedings to enforce any arbitral award resulting from arbitral proceedings undertaken pursuant to Clause 25 of this Charter; and (ii) waives any immunity objection which it may now or hereafter have before the courts of any jurisdiction in which any award rendered by an arbitral tribunal constituted under the Charter may be enforced. 27.10.2 To the extent that a Party or any of its revenues, assets or properties shall be entitled to any sovereign or other immunity from suit, from jurisdiction, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any jurisdiction there shall be attributed such an immunity, such Party irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction, exclusively with respect to any proceeding relating to enforcement of the arbitration provisions set forth in Clause 25, or any award made thereunder, at any time brought against such Party or any of its revenues, assets or properties. 27.10.3 All waivers of immunity contained in this Clause 27.10 are strictly limited to proceedings brought pursuant to Clause 25 hereof and any proceedings in court in furtherance thereof, including any proceedings to enforce any arbitral award resulting from arbitral proceedings undertaken pursuant to Clause 25 of this Charter. Nothing in this Clause 27.10 shall be construed as a general waiver of immunity or of objections to jurisdiction by any Party in respect of any claim, dispute, or proceeding (including enforcement proceedings) before a court, tribunal or other forum, that is unrelated to or falls outside the scope of this Charter. 27.11 No Third Party Beneficiaries The interpretation of this Charter shall exclude any rights under legislative provisions conferring rights under a contract to Persons not a party to that contract. Nothing in this Charter shall be construed to create any duty to, or standard of care with reference to, or any liability to, any Person other than a Party. 27.12 Rules of Construction: Drafting Each provision of this Charter shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Charter. 27.13 Survival of Rights Any termination or expiration of this Charter shall be without prejudice to any rights, remedies, obligations and liabilities which may have accrued to a Party pursuant to this Charter or otherwise under Applicable Law. All rights or remedies which may have accrued to the benefit of either Party (and any of this Charter’s provisions necessary for the exercise of such accrued rights or remedies) prior to the termination or expiration of this Charter shall survive such termination or expiration. Furthermore, the provisions of Clause 1, 3.4.5, 4.6, 5.8, 5.9, 7, 8, 9, 12.3, 14.7, 15, 20.2, 21 (but 85 only for the duration noted in Clause 21.5), 23, 24, 25 and this Clause 27 shall survive the termination or expiration of this Charter. 27.14 Rights and Remedies Except where this Charter expressly provides to the contrary, the rights and remedies contained in this Charter are cumulative and not exclusive of any rights and remedies provided by law. 27.15 Interpretation 27.15.1 The title, index, headings and captions in this Charter are inserted for convenience only and shall be ignored in construing and interpreting this Charter. 27.15.2 Except where the context otherwise requires, words denoting the singular include the plural and vice versa. 27.15.3 Where the terms “includes”, “including” and “inclusive” are used in this Charter, such terms shall mean “includes, including and inclusive but not limited to”. 27.15.4 The Exhibits attached hereto are hereby incorporated by reference and are an integral part of this Charter. 27.15.5 In the event of any discrepancy, ambiguity or inconsistency between or among this Charter and its Exhibits, the Clauses of this Charter shall prevail over the Exhibits. 27.15.6 This Charter together with its Exhibits has been executed in the English language, which shall be regarded as the authoritative and official text. 27.15.7 A reference in this Charter to any Clause, paragraph or Exhibit is respectively, except where it is expressly stated to the contrary, a reference to such Clause or paragraph of this Charter and to the Exhibits hereto attached. 27.15.8 A reference to writing includes typewriting, printing, lithography, photography and any other mode of representing or reproducing words, figures or symbols in a lasting and visible form. 27.15.9 Words not otherwise defined herein which have well-known and generally accepted technical or trade meanings are used herein in accordance with such meaning. 27.15.10 Any reference to this Charter or to any contract, document or other instrument shall include (subject to any relevant consents and any other provisions of this Charter expressly concerning such contract, document or other instrument) a reference to that contract, document or other instrument as amended, supplemented, modified, substituted, revised, replaced, novated, restated, transferred or assigned. 27.15.11 Any reference in this Charter to any Person, whether or not a party to this Charter, includes their successors and permitted assignees or transferees and vice versa and, in the case of any Governmental Authority, any Person or entity succeeding to its functions and capacities. 86 27.15.12 References to any law shall, unless the context otherwise requires, be construed as including references to any subsequent law directly or indirectly amending, consolidating, extending, replacing or re-enacting the same, and will include any orders, regulations, instruments, or other subordinate legislation made under the relevant law. 27.15.13 Actual contract quantities are determined in MMBtu. All references to “tons” in this Charter refer to metric tons. 27.15.14 For the purpose of this Charter, rounding shall be made according to ISO 31- 0:1992(E), Schedule 1, which relates to rules for the rounding of numbers, unless otherwise stated herein. If the value to be rounded is equally located between two numbers, rounding shall be made to the higher integer number according to ISO 31-0: 1992(E), Schedule 1. 27.15.15 The terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to the entire Charter and not to any particular Clause, paragraph or sub-paragraph or any other sub-division of this Charter. 27.15.16 ln the computation of periods of time from a specified Day to a later specified Day, the word “from” means “from but excluding” and the words “until” and “to” mean “to and including”. 27.15.17 Any provision or stipulation that an action may or shall be taken within a specified number of Days shall mean that such action may or shall be taken within the number so specified starting at 00:00 hours on the Day on which the right or obligation to take such action arose. 27.15.18 All periods of time shall be based on, and computed according to, the Gregorian calendar. 27.15.19 All references to “time” in this Charter shall be references to local time except where otherwise stated. 27.15.20 Any reference to “transfer” means a transfer or disposal for a cash consideration or non-cash consideration or as part of a swap or barter deal. 27.16 Replacement or Modification of Rates and Indices 27.16.1 If (a) a publication that contains a rate or index used in this Charter ceases to be published for any reason or (b) such a rate or index ceases to exist, is materially modified, or no longer is used as a liquid trading point for Gas or LNG (as applicable), so as systematically to change its economic result, or is disaggregated, displaced or abandoned, for any reason, the Parties shall promptly discuss, with the aim of jointly selecting a rate or index or rates or indices to be used in place of such rates and indices that maintains the intent and economic effect of those original rates or indices. 27.16.2 If the Parties fail to agree on a replacement rate or index within thirty (30) Days following one Party’s notification to the other Party that such rate or index ceases to exist or be published or is materially modified, then either Party may submit
87 such issue to an Expert pursuant to Clause 24.2, provided that the Parties agree to treat such disagreement as a Technical Dispute in accordance with Clause 24.2. Any Expert selected to resolve a disagreement arising under this Clause 27.16.2 shall be instructed to select the published rate or index, or a combination of published rates or indices, with adjustments as necessary or appropriate, that most nearly preserves the intent and economic result of the original rates or indices. 27.16.3 If any rate used in this Charter is not published for a particular date, but the publication containing such rate continues to be published and the rate itself continues to exist, the Parties shall use the published rate in effect for the date such rate was most recently published prior to the particular date, unless otherwise provided in this Charter. 27.16.4 If any index used in this Charter is not published for a particular date, but the publication containing such index continues to be published and the index itself continues to exist, the Parties shall use the index from the geographic location closest in proximity to the unpublished index from the same publication in effect for the particular date adjusted by the difference between the same indices from the most recent publication published prior to the particular date, unless otherwise provided in this Charter. 27.16.5 If an incorrect value is published for any rate or index used in this Charter and such error is corrected and published within ninety (90) Days of the date of the publication of such incorrect rate or index, such corrected rate or index will be substituted for the incorrect rate or index and any calculations involving such rate or index will be recalculated and the Parties will take any necessary actions based upon these revised calculations, including adjustments of amounts previously invoiced and/or paid. 27.17 Interest Wherever in this Charter there is a reference to the calculation or accrual of interest, interest shall accrue at the Base Rate from Day to Day and be compounded semi-annually and be calculated on the basis of a three hundred sixty (360) Day year. 27.18 Disclaimer of Agency The rights, duties, obligations and liabilities of the Parties under this Charter shall be individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Charter be deemed or construed to create, nor shall the Parties report for any purpose any transaction occurring pursuant to this Charter as, (i) a partnership, joint venture or other association or a trust, nor (ii) a lease or sales transaction with respect to the FLNG Vessel. This Charter shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for the other Party for any purpose whatsoever except as explicitly set forth in this Charter. In their relations with each other under this Charter, the Parties shall not be considered fiduciaries. 27.19 Severance of Invalid Provisions If and for so long as any provision of this Charter shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Charter except only so far as shall be necessary to give effect to the construction of such 88 invalidity, and any such invalid provision shall be deemed severed from this Charter without affecting the validity of the balance of this Charter. 27.20 Compliance with Laws In performance of their respective obligations under this Charter, each Party agrees to comply with all Applicable Law (including any Sanctions Laws). Owner shall deliver to Charterer all documentation that is required by transfer pricing regulations in force in Argentina that are applicable to operations carried out by Charterer, so that Charterer may comply in a timely manner with such regulations. 27.21 Expenses Each Party shall be responsible for and bear all of its own costs and expenses incurred in connection with the preparation and negotiation of this Charter. 27.22 Scope This Charter constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces any provisions on the same subject contained in any other agreement between the Parties, whether written or oral, prior to the date of the original execution hereof. 2 EXHIBIT A ANNUAL ADJUSTMENT Adjustment to Monthly Hire Fee Definitions: “Annual Available Capacity”: means the LNG production capacity made available at the FLNG Vessel (whether utilized or not) during the relevant Contract Year (x). “Annual Credit”: means, any amount to be credited to the Adjustment Account, as calculated annually, according to this Exhibit A. “Annual Debit”: means, any amount to be debited against any positive balance in the Adjustment Account, as calculated annually, according to this Exhibit A. “Annual Reconciliation Process”: has the meaning set forth in Clause 7(b) below. “Adjustment Account Price Trigger” means [*****]/MMBTU multiplied by the CPI Adjustment for the relevant Contract Year (x). “Maximum Annual Credit” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year. “Maximum Annual Debit” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). “Maximum Aggregate Credit Amount” means [*****] multiplied by the CPI Adjustment for the relevant Contract Year (x). “Price Floor” means [*****]/MMBTU multiplied by the CPI Adjustment for the relevant Contract Year (x). (1) Owner shall maintain for Charterer an annual notional account (the “Adjustment Account”), for the purpose of accounting and recording potential credits for Charterer that may be realized as setoffs to applicable Monthly Hire and potential debits for Owner that may be realized as additional payments by Charterer to Owner that will increase the applicable Monthly Hire payments. (2) In any given Contract Year (x), Owner shall credit the Adjustment Account as follows, if the Annual FOB LNG Price: i) is equal to or higher than the Adjustment Account Price Trigger, [*****]; ii) is lower than the Adjustment Account Price Trigger, an amount calculated as follows: [*****] In respect of a Contract Year (y), any Annual Credit accrued for a prior Contract Year, as reflected in the Annual Reconciliation Process, shall be credited as a set-off to the Monthly Hire payments in such Contract Year (y) as described in Clause (7) below. (3) If, in any given Contract Year (x): 3 (i) the Annual FOB LNG Price is higher than the Adjustment Account Price Trigger; and (ii) the Adjustment Account has a positive balance at the time of such calculation, then Owner shall debit the Adjustment Account for the Annual Debit, as determined as follows: Annual Debit = the lowest of: [*****] For the avoidance of doubt, the repayment mechanism outlined in this Clause 3 of this Exhibit A, shall be in addition to the Variable Component set out in Clause 6.1.2 of this Charter. In respect of a Contract Year (y), Charterer shall pay Owner during such Contract Year (y), in addition to the Monthly Hire payment otherwise due, an amount equal to any Annual Debit for the prior Contract Year reflected in the Annual Reconciliation Process, as an additional amount of Monthly Hire payments for such Contract Year (y) as described in Clause (7) below. (4) In no circumstances shall the Adjustment Account balance exceed the Maximum Aggregate Credit Amount, and any credits that would otherwise be generated by Clause 2 of this Exhibit A that, if added to the Adjustment Account, would make it surpass the Maximum Aggregate Credit Amount, shall be considered void and with no effect under this Exhibit A. Additionally, in no circumstances shall the Adjustment Account have a negative balance, and any debits that would otherwise be generated by Clause 3 of this Exhibit A in any Contract Year that, if debited from the Adjustment Account, would produce a negative balance, shall be considered void and with no effect under this Exhibit A. (5) Any positive balance in the Adjustment Account at the end of any Contract Year shall be carried forward to the following Contract Years. (6) If, Charterer terminates this Charter in accordance with Clause 4.7, and the Adjustment Account has a positive balance, Charterer shall pay to Owner, on the Day of such termination, an amount equal to such positive balance, in addition to any other payment owed pursuant to this Charter. Notwithstanding the foregoing, if this Charter is terminated for any other reason or otherwise expires in accordance with its terms, neither Party shall be liable to the other for payment for any remaining balance in the Adjustment Account.
4 (7) Commencing in the second Contract Year; a. within five (5) Days of the beginning of each Contract Year (the “Contract Year (y)”), Charterer shall provide Owner with a notice setting out the Annual FOB LNG Price of the previous Contract Year (the “Contract Year (x)”) documenting Charterer’s calculation of such Annual FOB LNG Price. b. within ten (10) Days after receiving Charterer’s notice setting out the Annual FOB LNG Price Owner shall provide Charterer with a notice setting out (i) the starting balance of the Adjustment Account as of such date, (ii) any Annual Credits or Annual Debits to be applied to such Adjustment Account in respect of the Contract Year (x), (iii) the corresponding set-off credit amounts to be applied by Charterer during the current Contract Year (y) to reduce the applicable Monthly Hire Payments or the additional payments to be made by Charterer to Owner during the current Contract Year (y) that will increase the applicable Monthly Hire payments, and (iv) the resulting Adjustment Account balance following such credits and debits (“Annual Reconciliation Process”); provided, however, that the foregoing reductions and increases to Monthly Hire payments shall not be taken into consideration for purposes of any calculation of a CUQ Credit pursuant to Clause 10.1.4. (8) Any aggregate set-offs to the amount of the Monthly Hire Fee to be applied for the benefit of Charterer in respect of any Annual Credit, and any aggregate payments to be made by Charterer to Owner of additional Monthly Hire payments in respect of any Annual Debits, each as determined for a Contract Year pursuant to the Annual Reconciliation Process for that Contract Year, shall be applied ratably to each Month during such Contract Year(for each Month, the “Monthly Annual Adjustment”). (9) The balance of the Adjustment Account shall be multiplied by the relevant CPI Adjustment for the relevant Contract Year. EXHIBIT B FOB LNG PRICE The “Annual FOB LNG Price” shall be the volume-weighted average of the FOB LNG Price for each Month of the relevant Contract Year, using the actual volume loaded in each Month. Within ten (10) Days after the end of each Month in a Contract Year, Charterer shall determine, and provide Owner with notice of, the weighted average of the actual sales price (in US$/MMBtu ) of all free on board (FOB) cargos that have finished loading during such Month (“Month M”), using the volume loaded as the weight for the calculation (such weighted average being the “FOB LNG Price”). Any cargo that has been partially loaded in any Month but that has completed its loading and departed the FLNG Vessel during Month M shall be considered a cargo for the calculation for Month M. Any cargo that has commenced loading during Month M but that has not finished loading and departed the FLNG Vessel during Month M shall not be considered a cargo for the calculation for Month M. If no cargoes have loaded in Month M, the FOB LNG Price for such Month shall be the FOB LNG Price for the previous Month for the purposes of calculating the Variable Component in Clause 6.1.2. Charterer shall provide all necessary information, including but not limited to the actual sales price of all free on board cargos that have finished loading during such Month M, to Owner to support its calculation of the FOB LNG Price as Confidential Information under this Charter, and Owner shall have the right to audit such information under the provisions of this Charter. Charterer warrants that any LNG sales transactions shall be made on a commercial, arm’s length basis. If Owner has reasonable grounds to contest any transaction with regards to the price reflecting the nature of an arm’s length transaction, then Owner will consult with Charterer towards a friendly resolution of such difference acting, together with Charterer, in good faith, and should such difference persist after consultation such difference shall be deemed a Dispute and may be subject to Expert determination under this Charter provided that the Parties agree to treat such Dispute as a Technical Dispute in accordance with Clause 24.2. Until such Expert determination or, if the Parties do not agree to submit such Dispute to an expert as a Technical Dispute in accordance with Clause 24.2, arbitration is finalized, the Parties shall use Charterer’s calculated FOB LNG Price for the purposes of this Charter, and interest shall accrue at the Base Rate in respect of any provisional payment made pursuant to any calculation that is later found to have been made in excess or deficit of the final amount due, from the date the provisional payment was made until the date of payment of such excess or deficit. EXHIBIT C PERFORMANCE TEST PRINCIPLES The Parties shall use reasonable endeavors to agree and conclude the Performance Test Protocol at least 360 Days before the beginning of the First Window (or such alternative date as the Parties otherwise agree) and shall comply with the agreed Performance Test Protocol thereafter. Owner shall provide reasonable notice to Charterer of commencement of the Performance Tests, and Charterer shall send Representatives to attend any Performance Tests, in each case in accordance with the Performance Test Protocol. The Performance Test Protocol is designed to assess whether: 1. (a) the FLNG Vessel has the capacity to accept Feed Gas, produce LNG and deliver LNG in accordance with the Nameplate Capacity; 2. (b) subject to receiving Feed Gas that meets the Feed Gas Specifications, the LNG produced by the FLNG Vessel during this Performance Test will comply with the corresponding LNG specification set forth in Exhibit I; and 3. (c) the FLNG Vessel is capable of loading LNG, and receiving return Gas, at flow rates, temperatures and pressures as set forth in the Performance Test Protocol to ensure Charterer’s ability to load LNG Ships in accordance with International Standards and the FLNG Vessel Specifications, such criteria, as further detailed in the Performance Test Protocol, the “Required Performance Levels”. The Nameplate Capacity, and any other variables if appropriate, shall be adjusted for the test conditions to compensate for the differences between the actual conditions during the execution of the tests and reference conditions set out in Exhibit I which were used for the calculation of Nameplate Capacity, and where appropriate other variables. Any adjustments to be made are relative to reference conditions as provided in the ARG Average Case included in Exhibit I, Simulation LNG Production Cases. Such adjustments shall be made using the Black & Veatch process model using (to the extent practicable) the same computer simulation software, methodology and principles used for the original FLNG Vessel design and calculation of variables herein. The Performance Test Protocol will include, without limitation, test duration, initiation and ending procedures, set-up procedures, expected result of variables, measurement procedures, calibration procedures, sampling procedures, data registration and validation procedures, analysis procedures, device identifications and errors calculation procedures, and any other such procedures or standards, as would be required by a Reasonable and Prudent Operator to perform such tests in order to determine the performance of the FLNG Vessel. Performance Test minimum acceptance criteria A Performance Test shall be conducted to confirm that the FLNG Vessel is capable of liquefying LNG to the Nameplate Capacity detailed in Exhibit I, and offloading LNG. The Performance Test is split into a Liquefaction Test, LNG Specification Test, and an Offloading Test. a) Liquefaction Test Successful completion of this Performance Test means 72 hours of continuous liquefaction at a capacity of [*****] MMBtu per year or higher, based on reference conditions as provided in the ARG Average Case included in Exhibit I, Simulation LNG Production Cases. For avoidance of doubt, such continuous liquefaction capacity measurement is solely for purposes of the Performance Test. b) LNG Specification Test Subject to receiving Feed Gas that meets the Feed Gas Specifications, the LNG produced by the FLNG Vessel during this Performance Test will comply with the LNG specifications, as set forth in this Exhibit I. For the purposes of the LNG Specification Test, B&V simulation model shall be applied. Actual produced LNG specifications shall be within a [*****] tolerance to the modeled LNG specifications using the actual natural gas specification received, and adjusted for ageing as appropriate. c) Offloading Test The Parties will use reasonable endeavors to agree and conclude a detailed protocol and performance criteria for the Offload testing together with the Performance Test Protocol defined in this Exhibit, and that such offload test will not peak at a lower rate than [*****] m3/h. Performance Test for any of the tests in (a) to (c) above shall be passed if the value achieved following the Performance Test Protocol is equal to or better than the design parameter. 2
EXHIBIT D-1 FORM OF GUARANTEE (OWNER) [DATE], 2025 [Guarantor] [Address] Ref.: Offer No. Guarantee Owner 01/2025 Ladies and Gentlemen: SOUTHERN ENERGY S.A., a corporation (sociedad anónima) organized and existing under the laws of Argentina (“Charterer”), as a result of previous negotiations, hereby offer (the “Offer”) to [GUARANTOR], a is a corporation (sociedad anónima) organized and existing under the laws of [ ● ] (“Guarantor” and collectively with the Charterer, the “Parties”), the opportunity to enter into an guarantee agreement on the terms and conditions set out in, and in the form of, Annex II attached hereto (the “Agreement”). FIRST: In consideration of the premises, representations and warranties and mutual covenants contained in Annex II attached hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Charterer hereby agrees that the Offer shall be held open and remain irrevocable until [●], 2025 (the “Expiration Date”). SECOND: The Offer shall be considered accepted by the Guarantor only if, on or prior to the Expiration Date, the Charterer receives from the Guarantor a written notice, in the form of Annex I attached hereto, informing the Charterer the names of the representatives of the Guarantor, who will be coordinating the actions of the Guarantor as applicable, in respect to the Offer (the “Notice”), it being understood that the Offer may be accepted or rejected by the Guarantor only in its entirety. THIRD: Unless and until a Notice is received by the Charterer from the Guarantor, the Agreement shall not be valid or binding and shall not constitute an enforceable agreement among any of the Parties, and unless a Notice is received by the Charterer from the Guarantor on or prior to the Expiration Date, the Offer shall be deemed revoked and may no longer be accepted by the Guarantor, even if the Charterer does not revoke it expressly. FOURTH: If, on or prior to the Expiration Date, the Charterer receives from the Guarantor a Notice that has been executed on behalf of the Guarantor by a person with the authority to bind them, then as among the Charterer and the Guarantor the Agreement shall become effective on the terms and conditions set forth in Annex II, and the Agreement shall be valid, binding, effective and enforceable with respect to each and all of the Parties, and each and all of them shall become parties to the Agreement as if each of them had executed and delivered the same. The Agreement shall be deemed entered into as of the date on which the Charterer has received a Notice from the 2 Guarantor as indicated above (the “Acceptance Date”). The Charterer shall acknowledge receipt of the Notices through a written receipt. [Signature pages follow] 3 Sincerely yours, SOUTHERN ENERGY S.A. Name: [●] Title: [●] 4 ANNEX I NOTICE City of Buenos Aires, Argentina [ ● ], 2025 [●] [●] Ref.: Offer No. Guarantee Owner 01/2025 Ladies and Gentlemen, In relation to the Offer No. Guarantee Charterer 01/2025, dated [●], 2025 (the “Offer”), we hereby inform you of the name of the representative of [●] who will be coordinating the actions arising from the Offer: Name: [●] Email: [●] Sincerely yours, [●] Name: [ ● ] Title: [ ● ]
5 ANNEX II TERMS AND CONDITIONS OF GUARANTEE (OWNER) WHEREAS In consideration of [Golar MKII Corporation] (“Owner”) having entered into the bareboat charter dated [ ● ] with Charterer (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Charterer accepting this guarantee on the terms set out below (the “Guarantee”), subject to clauses 2 and 3 below, as a guarantee for all money, obligations or liabilities due, owing or incurred to Charterer by Owner under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Maximum Guaranteed Amount” means [*****], and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2 and 3 below, subject also to the Maximum Guaranteed Amount, and from and after the date hereof, Guarantor, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably: (a) guarantees to Charterer and its legal successors and permitted assignees, the full and punctual performance by Owner of the Guaranteed Obligations; and (b) undertakes that if Owner defaults on making any payment of any undisputed and due amounts owed by Owner under the Charter, Guarantor will, upon receiving a demand from Charterer in accordance with the terms of this Guarantee, promptly meet such obligation as if it was the principal obligor; and (c) agrees with Charterer that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify Charterer immediately on demand against any cost, loss or liability it incurs as a result of Owner not paying any amount of any undisputed and due amounts owed by Owner under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 6 2. Notwithstanding anything to the contrary in this Guarantee or any other agreement or any applicable law, Charterer shall not be entitled to make any claim or claims under this Guarantee in aggregate in excess of the Maximum Guaranteed Amount (and any such claim shall be invalid), and the aggregate liability of the Guarantor under or in connection with this Guarantee (including, for the avoidance of doubt, any obligation to make payments in respect of the Guaranteed Obligations, any indemnification obligation under this Guarantee or any other claim arising out of, relating to, or connected with this Guarantee, howsoever arising, whether in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation or otherwise), for any claim or claims (whether concurrent or separate), or in connection with any claim or claims (whether concurrent or separate), shall not exceed the Maximum Guaranteed Amount, regardless of when claims are made, whether multiple claims are accumulated or made individually and/or sequentially. 3. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of Charterer, Guarantor or any other person; provided that any such change, modification, addition or other action does not result in any change to the Maximum Guaranteed Amount. 5. If any discharge, release or arrangement (whether in respect of the obligations of Owner or otherwise) is made by Charterer in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 6. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or partial discharge and shall be additional to and not in substitution for any other guarantee or security from time to time held by Charterer. 7. This Guarantee shall remain in full force (the “Guarantee Period”) until the earliest of (i) discharge in full of the Guaranteed Obligations (ii) payment by the Guarantor of the Maximum Guaranteed Amount 7 under this Guarantee and (iii) replacement of this Guarantee or this Guarantee no longer being required in accordance with Clause 17.1 of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 8. During the Guarantee Period, unless Charterer otherwise agrees, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Owner; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Charterer under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (c) to bring legal or other proceedings for an order requiring Owner to make any payment, or perform any obligation under the Charter, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (d) to exercise any right of set-off against Owner in relation to this Guarantee or the Charter; and/or (e) to claim or prove as a creditor of Owner in relation to this Guarantee or the Charter in competition with Charterer. 9. Guarantor undertakes to Charterer that it has not taken and will not take any security from Owner in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Owner in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Charterer so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter, or (if earlier) until the end of the Guarantee Period. 10. The Guarantor represents and warrants to Charterer on the date of this Guarantee, and solely with respect to subclauses (a), (b), (e), (g) and (h) below, on each Day that any of the Guaranteed Obligations are outstanding that: (a) it is a [limited liability corporation], duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee; 8 (b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution and delivery of this Guarantee does not conflict with any law or regulation applicable to it, or any provision of its constitutional documents and all governmental or other consents required for such execution and delivery are in full force and effect; (d) the execution and delivery of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation; (h) except as disclosed in its publicly available securities filings, there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect;
9 (j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 11. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 12. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 13. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this clause 13, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including: (a) any time, waiver or consent granted to, or composition with, Owner or other person; (b) the release of Owner or any other person under the terms of any composition or arrangement with any creditor; (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, Owner 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security; 10 (e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings of Owner. 14. Without prejudice to the generality of clause 15, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing; provided that for the avoidance of doubt, in no case shall Charterer be entitled to claim for (and the aggregate liability of the Guarantor and maximum aggregate amount of funds that may be paid by Guarantor under this Guarantee shall not exceed) the Maximum Guaranteed Amount. 15. Notwithstanding anything to the contrary in this or any other agreement or applicable law, but without limiting Clause 1(c), Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Charterer than that of Owner under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Owner pursuant to or arising from the Charter. 16. The Guarantor waives any right it may have of first requiring Charterer or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary. 17. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales. 18. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be submitted to the International Chamber of Commerce (“ICC”) and conducted in accordance with its Arbitration Rules (the “ICC Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.15 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 19. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (a) Guarantor: 11 Address: [ D ] Attention: [ D ] (b) Charterer: Southern Energy S.A. Av. Leandro N. Alem 1180, 9th floor, Ciudad Autónoma de Buenos Aires, C1001AAT, Argentina Attention: Chairman of the Board of Directors Email: [●] 20. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Charterer, its successors and permitted assigns. 21. This Guarantee 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 Guarantee. 22. The Contracts (Rights of Third Parties) Act 1999 (the “Contracts Act”) shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under the Contracts Act against the parties to this Guarantee by any other person. 23. Charterer may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Charterer in connection with the Charter. Charterer shall promptly provide notice to Guarantor of any such assignment by way of security. 24. No variation or amendment of this Guarantee shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Guarantee. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Guarantee, nor shall it affect any rights or obligations under or pursuant to this Guarantee which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Guarantee shall remain in full force and effect except and only to the extent that they are varied or amended. 12
EXHIBIT D-2 FORM OF GUARANTEE (CHARTERER) [DATE], 2025 [Guarantor] [Address] Ref.: Offer No. Guarantee Charterer 01/2025 Ladies and Gentlemen: GOLAR MKII CORPORATION, a corporation organized and existing under the laws of the Marshall Islands (“Owner”), as a result of previous negotiations, hereby offer (the “Offer”) to [GUARANTOR], a corporation (sociedad anónima) organized and existing under the laws of [*] (“Guarantor” and collectively with the Owner, the “Parties”), the opportunity to enter into an guarantee agreement on the terms and conditions set out in, and in the form of, Annex II attached hereto (the “Agreement”). FIRST: In consideration of the premises, representations and warranties and mutual covenants contained in Annex II attached hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner hereby agrees that the Offer shall be held open and remain irrevocable until [●], 2025 (the “Expiration Date”). SECOND: The Offer shall be considered accepted by the Guarantor only if, on or prior to the Expiration Date, the Owner receives from the Guarantor a written notice, in the form of Annex I attached hereto, informing the Owner the names of the representatives of the Guarantor, who will be coordinating the actions of the Guarantor as applicable, in respect to the Offer (the “Notice”), it being understood that the Offer may be accepted or rejected by the Guarantor only in its entirety. THIRD: Unless and until a Notice is received by the Owner from the Guarantor, the Agreement shall not be valid or binding and shall not constitute an enforceable agreement among any of the Parties, and unless a Notice is received by the Owner from the Guarantor on or prior to the Expiration Date, the Offer shall be deemed revoked and may no longer be accepted by the Guarantor, even if the Owner does not revoke it expressly. FOURTH: If, on or prior to the Expiration Date, the Owner receives from the Guarantor a Notice that has been executed on behalf of the Guarantor by a person with the authority to bind them, then as among the Owner and the Guarantor the Agreement shall become effective on the terms and conditions set forth in Annex II, and the Agreement shall be valid, binding, effective and enforceable with respect to each and all of the Parties, and each and all of them shall become parties to the Agreement as if each of them had executed and delivered the same. The Agreement shall be deemed entered into as of the date on which the Owner has received a Notice from the Guarantor as indicated above (the “Acceptance Date”). The Owner shall acknowledge receipt of the Notices through a written receipt. [Signature pages follow] Sincerely yours, GOLAR MKII CORPORATION Name: [●] Title: [●] ANNEX I NOTICE City of Buenos Aires, Argentina [ ● ], 2025 [●] [●] Ref.: Offer No. Guarantee Charterer 01/2025 Ladies and Gentlemen, In relation to the Offer No. Guarantee Charterer 01/2025, dated [●], 2025 (the “Offer”), we hereby inform you of the name of the representative of [●] who will be coordinating the actions arising from the Offer: Name: [●] Email: [●] Sincerely yours, [●] Name: [ ● ] Title: [ ● ] ANNEX II TERMS AND CONDITIONS OF GUARANTEE (CHARTERER) WHEREAS In consideration of Southern Energy S.A. (“Charterer”) having entered into the bareboat charter dated [ ● ], 2025 with Owner (as amended and restated, supplemented or otherwise modified from time to time, the “Charter”) in respect of the FLNG Vessel (as defined in the Charter) and Owner accepting this guarantee on the terms set out below (the “Guarantee”), subject to clauses 2 and 4 below, as a guarantee for all money, obligations or liabilities due, owing or incurred to Owner by Charterer under the Charter at present or in the future, whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon (both before and after judgment) (the “Guaranteed Obligations”), and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), the Parties hereby agree as follows. In this Guarantee: “Ownership Percentage” means the Guarantor or Guarantor Affiliate’s percentage participation in the capital stock of Charterer as at the time that any claim is made under this Guarantee; “Other Guarantor” means any other Person that pursuant to clause 17 (Credit Support) of the Charter, have granted or may in the future grant a guarantee in favour of Owner as a guarantee for the Guaranteed Obligations and any legal successors and permitted assignees in respect of such Guarantor; and “Maximum Guaranteed Amount” means, at any time, [*****] multiplied by the Guarantor’s Ownership Percentage of Charterer at the time the claim is made, and unless the context otherwise requires or unless otherwise defined in this Guarantee, words and expressions defined in the Charter have the same meanings when used in this Guarantee. 1. Subject to clauses 2, 3 and 4 below, and subject also to the Maximum Guaranteed Amount, from and after the date hereof, Guarantor, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably (on a several basis): (a) guarantees to Owner and its legal successors and permitted assignees, the full and punctual performance by Charterer of the Guaranteed Obligations pro-rata to its Ownership Percentage; and (b) undertakes that if Charterer defaults on making any payment of any undisputed and due amounts owed by Charterer under the Charter, Guarantor will, upon receiving a demand from Owner in accordance with the terms of this Guarantee, promptly meet such obligation as if it was the principal obligor pro-rata to its Ownership Percentage; and
(c) agrees with Owner that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation pro-rata to its Ownership Percentage, indemnify Owner immediately on demand against any cost, loss or liability it incurs as a result of Charterer not paying any amount of any undisputed and due amounts owed by Charterer under the Charter on the date when it would have been due. The amount payable by Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 2. Notwithstanding anything to the contrary in this Guarantee or any other agreement or any applicable law, Owner shall not be entitled to make any claim or claims under this Guarantee in aggregate in excess of the Maximum Guaranteed Amount (and any such claim shall be invalid), and the aggregate liability of the Guarantor under or in connection with this Guarantee (including, for the avoidance of doubt, any obligation to make payments in respect of the Guaranteed Obligations, any indemnification obligation under this Guarantee or any other claim arising out of, relating to, or connected with this Guarantee, howsoever arising, whether in contract, tort (including negligence) or restitution or for breach of statutory duty or misrepresentation or otherwise), for any claim or claims (whether concurrent or separate), or in connection with any claim or claims (whether concurrent or separate), shall not exceed the Maximum Guaranteed Amount, regardless of when claims are made, whether multiple claims are accumulated or made individually and/or sequentially. The obligations of the Guarantor under this Guarantee are several in respect of the obligations of each Other Guarantor under any other guarantee provided by such Other Guarantor. 3. Owner may only make a claim or demand under this Guarantee if it makes a pro-rata claim or demand under each other guarantee provided by each Other Guarantor in favour of Owner pursuant to clause 17 (Credit Support) of the Charter. 4. This Guarantee is provided pursuant to clause 17 (Credit Support) of the Charter. 5. This Guarantee shall not be discharged or prejudiced by reason of any change or modification or addition to the original terms and conditions of the Charter which Charterer and Owner may from time to time agree upon, any diligence, notice of defaults and other notice or demand of any kind, consent to any and all extensions of time or indulgences which may be given by Charterer to Owner, or any change in the members or status, function, control or ownership of Charterer, Guarantor or any other person; provided that any such change, modification, addition or other action does not result in any change to the Maximum Guaranteed Amount. 6. If any discharge, release or arrangement (whether in respect of the obligations of Charterer or otherwise) is made by Owner in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. 7. Guarantor confirms that it has full power and capacity to enter into this Guarantee and agrees that this Guarantee shall not be revocable by Guarantor and that the same shall be a continuing guarantee, will extend to the ultimate balance of the Guaranteed Obligations, regardless of any intermediate payment or partial discharge and shall be additional to and not in substitution for any other guarantee or security from time to time held by Owner. 8. This Guarantee shall remain in full force (the “Guarantee Period”) until the earliest of (i) discharge in full of the Guaranteed Obligations (ii) payment by the Guarantor of the Maximum Guaranteed Amount under this Guarantee (iii) the Guarantor ceasing to have any Ownership Percentage in the Charterer and an Other Guarantor has provided a replacement Guarantee in substitution of this Guarantee and (iv) replacement of this Guarantee or this Guarantee no longer being required in accordance with Clause 17.1 of the Charter, after which the Guarantee shall terminate, regardless of whether this Guarantee is returned to Guarantor. 9. During the Guarantee Period, unless Owner otherwise agrees, the Guarantor shall not exercise any rights which it might have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable, or liability arising, under this Guarantee: (a) to be indemnified by Charterer; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Owner under the Charter or of any other guarantee or security taken pursuant to, or in connection with, the Charter; (c) to bring legal or other proceedings for an order requiring Charterer to make any payment, or perform any obligation under the Charter, in respect of which Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (d) to exercise any right of set-off against Charterer in relation to this Guarantee or the Charter; and/or (e) to claim or prove as a creditor of Charterer in relation to this Guarantee or the Charter in competition with Owner. 10. Guarantor undertakes to Owner that it has not taken and will not take any security from Charterer in respect of Guarantor’s obligations under this Guarantee. In the event Guarantor receives any sums from Charterer in respect of any payment of Guarantor hereunder, Guarantor shall hold such monies on trust for Owner so long as any sums are payable (contingently or otherwise) under this Guarantee in relation to the Charter, or (if earlier) until the end of the Guarantee Period. 11. The Guarantor represents and warrants to Owner on the date of this Guarantee, and solely with respect to subclauses (a), (b), (e), (g) and (h) below on each Day that any of the Guaranteed Obligations are outstanding, that: (a) it is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has taken all necessary corporate action to authorise the execution, delivery and performance of this Guarantee; (b) the obligations expressed to be assumed by it in this Guarantee are its legal, valid, binding and enforceable obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to equitable principles of general application); (c) the execution and delivery of this Guarantee does not conflict with any law or regulation applicable to it, or any provision of its constitutional documents, and all governmental or other consents required for such execution and delivery are in full force and effect; (d) the execution and delivery of this Guarantee will not cause it to be in breach of or default of any agreement binding on it or any of its assets; (e) none of its obligations under this Guarantee are secured by, and the execution, delivery and performance of this Guarantee will not oblige it to create, any charge, pledge, lien or other encumbrance over any if its present or future revenues or assets; (f) under the law of its jurisdiction of incorporation it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid on or in relation to this Guarantee; (g) its obligations under this Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying generally to companies incorporated in its jurisdiction of incorporation; (h) except as disclosed in its publicly available securities filings, there is not pending or, to its knowledge, threatened against it any action, suit or legal proceeding before any court, tribunal, governmental body, agency or official anywhere which, if adversely determined, is likely to affect the legality, validity or enforceability of this Guarantee or its ability to perform its obligations under this Guarantee in any material respect; (i) no corporate action, legal proceeding or other procedure or step relating to the suspension of payments, moratorium of any indebtedness, winding up, dissolution, administration or reorganisation, composition, compromise, assignment or arrangement with any creditor or any analogous procedure or step has been taken in respect of it in any jurisdiction which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; (j) no liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer has been appointed in any jurisdiction in respect of it or any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect; and (k) no expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its assets which is likely to affect its ability to perform its obligations under this Guarantee in any material respect. 12. All sums due and payable under this Guarantee shall be paid in full without set-off or counterclaim and free and clear of and without deduction of or withholding for or on account of any present or future taxes, duties and/or other charges. 13. If any provision of this Guarantee is held invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated. 14. The obligations of the Guarantor under this Guarantee will not be affected by an act, omission, matter or thing which but for this clause 14, would reduce, release or prejudice any of its obligations under this Guarantee (without limitation and whether or not known to it) including:
(a) any time, waiver or consent granted to, or composition with, Charterer or other person; (b) the release of Charterer or any other person under the terms of any composition or arrangement with any creditor; (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, Charterer 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 amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Charter or any other document or security including, without limitation, any change in the purpose of, any extension of any document or security; (e) any unenforceability, illegality or invalidity of any obligation of any person under the Charter or any other document or security; or (f) any insolvency or similar proceedings of Charterer. 15. Without prejudice to the generality of clause 16, the 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 the Charter and any fees, costs and/or expenses associated with any of the foregoing; provided that for the avoidance of doubt, in no case shall Owner be entitled to claim for (and the aggregate liability of the Guarantor and maximum aggregate amount of funds that may be paid by Guarantor under this Guarantee shall not exceed) the Maximum Guaranteed Amount. 16. Notwithstanding anything to the contrary in this or any other agreement or applicable law, but without limiting Clause 1(c), Guarantor shall not by virtue of this Guarantee incur any greater obligation or liability to Owner than, pro rata to its Ownership Percentage, that of Charterer under the Charter pursuant to or arising from the Charter or otherwise and the Guarantor shall have the full benefit of all defences, setoffs, counterclaims, reductions or limitations available to Charterer pursuant to or arising from the Charter. 17. Subject to clause 3, the Guarantor waives any right it may have of first requiring Owner or agent on its behalf to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of the Charter to the contrary. 18. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule (whether under English law or any other law) that would result in the application of the laws of any jurisdiction other than England and Wales. 19. Any dispute, controversy or claim arising out of or in connection with this Guarantee or its formation, including any non-contractual disputes (a “Dispute”) shall be submitted to the International Chamber of Commerce (“ICC”) and conducted in accordance with its Arbitration Rules (the “ICC Rules”) in existence at the time of the arbitration. Clauses 25.2 (Rules) to 25.19 (Confidentiality) of the Charter shall apply to this Guarantee as if set out in full in this deed, mutatis mutandis. 20. Unless notified otherwise, all demands and notices shall be addressed to the Parties as follows: (a) Guarantor: Address: [ D ] Attention: [ D ] (b) Owner: [Golar MKII Corporation] c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: [*****] 21. This Guarantee is binding upon Guarantor, its successors and permitted assigns and shall be enforceable by Owner, its successors and permitted assigns. 22. This Guarantee 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 Guarantee. 23. The Contracts (Rights of Third Parties) Act 1999 (the “Contracts Act”) shall not apply to this Guarantee and no rights or benefits expressly or impliedly conferred by this Guarantee shall be enforceable under the Contracts Act against the parties to this Guarantee by any other person. 24. Owner may not assign or transfer its rights and obligations under this Guarantee without the consent of the Guarantor, other than by an assignment by way of security to the lenders (or any agent or trustee on their behalf) providing credit or financing to Owner in connection with the Charter. Owner shall promptly provide notice to Guarantor of any such assignment by way of security. 25. Without prejudice to any change in the Ownership Percentage of Guarantor or Guarantor’s Affiliate, as applicable, and the corresponding change in the Maximum Guaranteed Amount, from time to time, no variation or amendment of this Guarantee shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to this Guarantee. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Guarantee, nor shall it affect any rights or obligations under or pursuant to this Guarantee which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Guarantee shall remain in full force and effect except and only to the extent that they are varied or amended. EXHIBIT E FORM OF CERTIFICATE OF ACCEPTANCE CERTIFICATE OF ACCEPTANCE FOR THE FLNG VESSEL PURSUANT TO A BAREBOAT CHARTER DATED [] Dated: Pursuant to Clause 5.6.2 of the bareboat charter dated [] and made between Southern Energy S.A. as Charterer and [Golar MKII Corporation] as Owner (the “Bareboat Charter”), it is hereby certified and confirmed Charterer that the FLNG Vessel [ ● ]with IMO number [] meets or exceeds the Required Performance Levels set out in the Bareboat Charter and this certificate is the Certificate of Acceptance referred to in the Bareboat Charter. The quantity of bunkers and LNG Heel onboard the FLNG Vessel at the time of this Certificate of Acceptance is as follows: Bunkers: LNG Heel: Please confirm your receipt of this Certificate of Acceptance by signing and returning the enclosed copy. SIGNED FOR AND ON BEHALF OF CHARTERER: By: ................................................... Name: Title: ACKNOWLEDGED AND AGREED FOR AND ON BEHALF OF OWNER: By: ................................................... Name: Title:
EXHIBIT F FORM OF CERTIFICATE OF REDELIVERY CERTIFICATE OF REDELIVERY FOR THE FLNG VESSEL PURSUANT TO A BAREBOAT CHARTER DATED [] Pursuant to Clause 5.8.2 of the bareboat charter dated [] and made between Southern Energy S.A. as Charterer and [Golar MKII Corporation] as Owner (the “Bareboat Charter”), it is hereby certified and confirmed that the FLNG Vessel [ ● ]with IMO number [ ] was redelivered by Charterer to Owner, and accepted by Owner from Charterer, at hours time on the date hereof in accordance with the terms and conditions of the Bareboat Charter. Dated: SIGNED FOR AND ON BEHALF OF CHARTERER: By: ................................................... Name: Title: SIGNED FOR AND ON BEHALF OF OWNER: By: ................................................... Name: Title: EXHIBIT G AUTHORIZATIONS I. 1. Environmental: a. Environmental Impact Statement (“Declaración de Impacto Ambiental”) to be granted by Province of Rio Negro’s Secretariat of Environment and Climate Change. b. Registration with the Provincial Registry of Special Wastes (Rio Negro’s Law 3,250). c. Water use permit, to be granted by Province of Rio Negro (Water Code). 2. LNG export permit(s) to be granted by Federal Secretariat of Energy. 3. Customs Authorization in respect of the FLNG Vessel importation into Argentina or the applicable procedure resulting from the creation of a sub Tax-free zone nearby San Antonio Este, Province of Rio Negro, as the case may be. 4. Declaration of work to be filed with the National Agency of Ports and Navigation (Agencia Nacional de Puertos y Navegación). 5. Transportation Authorization on the terrestrial and undersea Gas pipelines starting from the interconnection of the onshore pipeline to the trunk pipeline or another Gas transmission pipeline to the flange of the manifold of the FLNG Vessel, to be granted by the Federal Secretariat of Energy, pursuant to Article 3, Act N° 26,197. 6. Mooring permit to be granted by Argentine Coast Guard (Prefectura Naval Argentina). 7. Contingency plan for the ports operating hydrocarbons and other dangerous substances to be filed with the Argentine Coast Guard (Prefectura Naval Argentina). PLANACON. (Maritime Order No 8/98). 8. Any other Authorization required or necessary from Charterer by the national, provincial or municipal governments for the development, commissioning and operation of the Project. EXHIBIT H OWNER’S INSURANCE REQUIREMENTS Owner Insurance The Owner shall be responsible for obtaining and maintaining with reputable underwriters: i. Employers Liability, Workmen’s Compensation and Occupational Disease Insurance, including an Alternative Employer endorsement (where applicable) [*****]; ii. Comprehensive General Liability Insurance for any incident or series of incidents covering the operations of Owner in the performance of this Charter., [*****]; iii. Builders All Risks Insurance to include [*****]; iv. Hull and Machinery Insurance in an amount [*****]; v. P&I in respect of the FLNG Vessel with a P&I club which is a member of the International Group of P&I clubs, including [*****]; vi. Additional insurance required by any Applicable Law; vii. Such other additional insurance as the Parties agree is reasonably necessary and available on reasonable commercial terms; and viii. All of the policies described above should be delivered from Owner to Charterer no later than [*****] inceptions of such policies. EXHIBIT I NAMEPLATE CAPACITY For the purposes of the Charter, “Nameplate Capacity” shall be three decimal five (3.5) MTPA, as expressed in both mtpa and thousand MMBTU below.
EXHIBIT J RETAINAGE TABLE [*****] EXHIBIT K SELECT OFFSITE TEST [*****] EXHIBIT L FLNG VESSEL BASIS OF DESIGN [*****] May 1st, 2025 Golar MK II Corporation c/o Golar Management Ltd, 6th Floor The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: Offer BBCA 1/2025 Dear Sirs, Southern Energy S.A. hereby accepts your Offer BBCA 1/2025 dated as of May 1st, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: Chairman of the Board of Directors
EX-4.32
13
a250806addendum1tomkiibb.htm
EX-4.32 FIRST ADDENDUM TO FLNG BAREBOAT CHARTER AGREEMENT
a250806addendum1tomkiibb
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. Execution Version August 6th, 2025 SOUTHERN ENERGY S.A. L. N. Alem 1180, piso 9° Ciudad Autónoma de Buenos Aires República Argentina Ref.: First Addendum to Offer BBCA 1/2025 Dear Sirs, Golar MK II Corporation (“Owner”) hereby irrevocably offers (the “Offer”) to Southern Energy S.A. (“Charterer”, and together with Owner, the “Parties”) to enter into a first addendum to the Offer BBCA 1/2025 on the terms set out in Annex I attached hereto (the “First Addendum” to Offer BBCA 1/2025). This Offer shall be valid for a period of 5 (five) days and will be deemed accepted if Charterer delivers to us within the said period a letter of acceptance of the terms of the Offer. If, on or prior to the expiration of the 5 (five) day period, Owner receives said letter of acceptance, the First Addendum to Offer BBCA 1/2025 shall become effective upon the terms and conditions set forth therein, such First Addendum being valid, binding, effective and enforceable with respect to Owner and Charterer from the date of acceptance of the Offer (the “First Addendum Execution Date”). If Charterer does not accept the Offer as provided herein, the Offer shall automatically expire and shall be deemed revoked by Owner without the need of any notice or action by Owner. Clauses 23 (Governing Law and Jurisdiction), 24 (Dispute Resolution) and 25 (Arbitration) of the Offer BBCA 1/2025 shall apply to this Offer and the First Addendum to Offer BBCA 1/2025, mutatis mutandis, as if written out in full in this Offer and the First Addendum to Offer BBCA 1/2025. Sincerely, Golar MK II Corporation Signature: /s/ Mi Hong Yoon Printed Name: Mi Hong Yoon Title: Director
ANNEX I Recitals: A. Whereas, on May 1, 2025, Owner and Charterer entered into a FLNG bareboat charter agreement on the terms and conditions set out in Annex I to Offer BBCA 1/2025 (the "Bareboat Charter"). B. Whereas, the Parties wish to amend certain terms of the Bareboat Charter. Now, therefore, for and in consideration of the foregoing the Parties agree as follows: ARTICLE 1: Amendment to Clause 2.9.1. The Parties agree to amend Section 2.9.1.(iv) to read as follows: “Charterer has submitted an application to include the FLNG Vessel as an expansion of the existing Long-Term Export Strategic Project investment under the Regimen de Incentivo a Grandes Inversiones approved by Resolution 559/2025 of the Ministry of Economy, and on or before [*****] the Governmental Authority has confirmed in writing that either the application has been approved, or that the FLNG Vessel expansion has been included under the Long-Term Export Strategic Project referred above or, otherwise communicated in writing that there are no objections to such inclusions; in each case in form and substance reasonably satisfactory to the Charterer;” ARTICLE 2: The provisions of Annex I to Offer BBCA 1/2025 not otherwise expressly amended hereby shall remain unamended, valid, binding, effective and enforceable. ARTICLE 3: Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Annex I to Offer BBCA 1/2025.
August 6, 2025 Golar MK II Corporation c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom Attention: Chief Financial Officer Email: notices@golar.com Ref.: First Addendum to Offer BBCA 1/2025 Dear Sirs, Southern Energy S.A. hereby accepts your First Addendum to Offer BBCA 1/2025 dated as of August 6, 2025. Sincerely, Southern Energy S.A. /s/ Rodolfo Heriberto Freyre Name: Rodolfo Heriberto Freyre Title: President .
EX-4.33
14
a005glng-2025convertible.htm
EX-4.33 $575 MILLION INDENTURE
a005glng-2025convertible
GOLAR LNG LIMITED (Company) CITIBANK, N.A. (Trustee) 2.75% Convertible Senior Notes due 2030 INDENTURE Dated as of June 30, 2025
TABLE OF CONTENTS Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .......... 1 Section 1.01 Definitions ...................................................................................................... 1 Section 1.02 References to Interest ................................................................................... 14 Section 1.03 Acts of Holders ............................................................................................ 14 Article 2. THE NOTES ................................................................................................................. 15 Section 2.01 Title and Terms; Payments .......................................................................... 15 Section 2.02 Ranking ........................................................................................................ 16 Section 2.03 Denominations ............................................................................................. 16 Section 2.04 Execution, Authentication, Delivery and Dating ......................................... 16 Section 2.05 Temporary Notes .......................................................................................... 17 Section 2.06 Registration; Registration of Transfer and Exchange .................................. 17 Section 2.07 Transfer Restrictions .................................................................................... 19 Section 2.08 Expiration of Restrictions ............................................................................ 21 Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes .............................................. 22 Section 2.10 Persons Deemed Owners ............................................................................. 23 Section 2.11 Transfer and Exchange ................................................................................. 23 Section 2.12 Purchase and Cancellation ........................................................................... 27 Section 2.13 CUSIP Numbers ........................................................................................... 28 Section 2.14 Payment and Computation of Interest .......................................................... 28 Section 2.15 Business Day ................................................................................................ 28 Article 3. REPURCHASE AT THE OPTION OF THE HOLDERS ........................................... 29 Section 3.01 Purchase at Option of Holders upon a Fundamental Change ...................... 29 Section 3.02 Fundamental Change Company Notice ....................................................... 29 Section 3.03 Repurchase Procedures ................................................................................ 31 Section 3.04 Effect of Fundamental Change Purchase Notice ......................................... 32 Section 3.05 Withdrawal of Fundamental Change Purchase Notice ................................ 32 Section 3.06 Deposit of Fundamental Change Purchase Price ......................................... 32 Section 3.07 Notes Purchased in Whole or in Part ........................................................... 33 Section 3.08 Covenant To Comply with Applicable Laws upon Purchase of Notes 33 Section 3.09 Repayment to the Company (Fundamental Change) ................................... 33 Article 4. CONVERSION ............................................................................................................. 33 Section 4.01 Right To Convert ......................................................................................... 33 Section 4.02 Conversion Procedures ................................................................................ 37 Section 4.03 Settlement Upon Conversion ....................................................................... 39 Section 4.04 Adjustment of Conversion Rate ................................................................... 43 Section 4.05 Discretionary and Voluntary Adjustments ................................................... 53 Section 4.06 Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption ....... 53 Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale 55 Section 4.08 Certain Covenants ........................................................................................ 57 Section 4.09 Responsibility of Trustee ............................................................................. 58 Section 4.10 Notice of Adjustment to the Trustee ............................................................ 58 i
Section 4.11 Notice to Holders ......................................................................................... 58 Section 4.12 Repayment to the Company (Conversion) ................................................... 60 Article 5. COVENANTS .............................................................................................................. 60 Section 5.01 Payment of Principal, Interest and Fundamental Change Purchase Price 60 Section 5.02 Maintenance of Office or Agency ................................................................ 60 Section 5.03 Provisions as to Paying Agent ..................................................................... 61 Section 5.04 Reports ......................................................................................................... 62 Section 5.05 Statements as to Defaults ............................................................................. 63 Section 5.06 Additional Interest Notice ............................................................................ 64 Section 5.07 Compliance Certificate and Opinions of Counsel ........................................ 64 Section 5.08 Additional Interest ........................................................................................ 64 Section 5.09 Corporate Existence ..................................................................................... 65 Section 5.10 Restriction on Resales .................................................................................. 66 Section 5.11 Company to Furnish Trustee Names and Addresses of Holders ................. 66 Section 5.12 Additional Amounts ..................................................................................... 66 Article 6. REMEDIES ................................................................................................................... 70 Section 6.01 Events of Default ......................................................................................... 70 Section 6.02 Acceleration; Waiver ................................................................................... 71 Section 6.03 Additional Interest ........................................................................................ 72 Section 6.04 Control by Majority ..................................................................................... 73 Section 6.05 Limitation on Suits ....................................................................................... 73 Section 6.06 Rights of Holders to Receive Payment and to Convert ............................... 74 Section 6.07 Collection of Indebtedness; Suit for Enforcement by Trustee ..................... 74 Section 6.08 Trustee May Enforce Claims Without Possession of Notes ........................ 74 Section 6.09 Trustee May File Proofs of Claim ................................................................ 74 Section 6.10 Restoration of Rights and Remedies ............................................................ 75 Section 6.11 Rights and Remedies Cumulative ................................................................ 75 Section 6.12 Delay or Omission Not a Waiver ................................................................. 75 Section 6.13 Priorities ....................................................................................................... 75 Section 6.14 Undertaking for Costs .................................................................................. 76 Section 6.15 Waiver of Stay, Extension and Usury Laws ................................................ 76 Article 7. SATISFACTION AND DISCHARGE ......................................................................... 77 Section 7.01 Discharge of Liability on Notes ................................................................... 77 Section 7.02 Deposited Monies to Be Held in Trust by Trustee ....................................... 77 Section 7.03 Paying Agent to Repay Monies Held ........................................................... 77 Section 7.04 Return of Unclaimed Monies ....................................................................... 78 Section 7.05 Reinstatement ............................................................................................... 78 Article 8. SUPPLEMENTAL INDENTURES ............................................................................. 78 Section 8.01 Supplemental Indentures Without Consent of Holders ................................ 78 Section 8.02 Supplemental Indentures With Consent of Holders ..................................... 79 Section 8.03 Notice of Amendment or Supplement ......................................................... 80 Section 8.04 Trustee to Sign Amendments, Etc ............................................................... 81 Article 9. SUCCESSOR COMPANY ........................................................................................... 81 Section 9.01 Company May Consolidate, Etc. on Certain Terms .................................... 81 Section 9.02 Successor Corporation to Be Substituted ..................................................... 82 ii
Section 9.03 Opinion of Counsel to Be Given to Trustee ................................................. 83 Article 10. THE TRUSTEE .......................................................................................................... 83 Section 10.01 Duties and Responsibilities of Trustee ....................................................... 83 Section 10.02 Notice of Defaults ...................................................................................... 84 Section 10.03 Reliance on Documents, Opinions, Etc...................................................... 85 Section 10.04 No Responsibility for Recitals, Etc ............................................................ 86 Section 10.05 Trustee, Paying Agents, Conversion Agent or Registrar May Own Notes 86 Section 10.06 Monies to be Held in Trust ........................................................................ 87 Section 10.07 Compensation, Expenses and Indemnity of Trustee .................................. 87 Section 10.08 Officer's Certificate as Evidence ................................................................ 88 Section 10.09 [Reserved] .................................................................................................. 88 Section 10.10 Eligibility of Trustee .................................................................................. 88 Section 10.11 Resignation or Removal of Trustee ........................................................... 88 Section 10.12 Acceptance by Successor Trustee .............................................................. 90 Section 10.13 Succession by Merger, Etc. ........................................................................ 90 Section 10.14 [Reserved] .................................................................................................. 91 Section 10.15 Trustee's Application for Instructions from the Company ......................... 91 Article 11. OPTIONAL REDEMPTION ...................................................................................... 91 Section 11.01 Optional Redemption for Changes in Withholding Taxes ......................... 91 Section 11.02 Optional Redemption. ................................................................................ 93 Article 12. MISCELLANEOUS ................................................................................................... 95 Section 12.01 Effect on Successors and Assigns .............................................................. 95 Section 12.02 Governing Law .......................................................................................... 95 Section 12.03 No Note Interest Created ............................................................................ 96 Section 12.04 Voting 96 Section 12.05 Benefits of Indenture .................................................................................. 96 Section 12.06 Calculations ................................................................................................ 96 Section 12.07 Execution in Counterparts .......................................................................... 97 Section 12.08 Notices, Etc. to Trustee and Company ....................................................... 97 Section 12.09 No Recourse Against Others ...................................................................... 98 Section 12.10 Tax Withholding ........................................................................................ 98 Section 12.11 Waiver of Jury Trial ................................................................................... 98 Section 12.12 U.S.A. Patriot Act ...................................................................................... 99 Section 12.13 Force Majeure ............................................................................................ 99 SCHEDULE A ............................................................................................................................ 101 EXHIBIT A ..................................................................................................................................... 1 EXHIBIT B ..................................................................................................................................... 1 EXHIBIT C ..................................................................................................................................... 1 iii
INDENTURE, dated as of June 30, 2025, between Golar LNG Limited, a Bermuda exempted company, as issuer (the "Company"), and Citibank, N.A., as trustee (the "Trustee"). RECITALS OF THE COMPANY WHEREAS, the Company has duly authorized the creation of an issue of the Company's 2.75% Convertible Senior Notes due 2030 (the "Notes"), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, has duly authorized the execution and delivery of this Indenture; and WHEREAS, all things necessary to make the Notes, when duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the legal, valid and binding obligations of the Company, in accordance with the terms of the Notes and this Indenture, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows: ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words "herein", "hereof", "hereunder" and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The word "or" is not exclusive and the word "including" means including without limitation. The terms defined in this Article include the plural as well as the singular. "Act" has the meaning specified in Section 1.03 hereof. "Additional Amounts" has the meaning specified in Section 5.12 hereof. "Additional Interest" means all amounts, if any, payable pursuant to Section 5.08 and Section 6.03 hereof. "Additional Notes" means any Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.01 hereof, with the same terms as the Initial Notes. "Additional Shares" has the meaning specified in Section 4.06(a) hereof. "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. For the purposes of this definition, "control" when used with respect to any specified
Person means 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" have meanings correlative to the foregoing. "Agent Members" has the meaning specified in Section 2.06(b) hereof. "Applicable AML Law" has the meaning specified in Section 2.06(b) hereof. "Applicable Procedures" means, with respect to any matter at any time, the policies and procedures of a Depositary, if any, that are applicable to such matter at such time. "Applicable Taxes" has the meaning specified in Section 5.12 hereof. "Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes. "Authorized Officer" means any director or member of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the President, a Vice President (whether or not designated by a number or word or words added before or after the title "Vice President"), the Treasurer, an Assistant Treasurer, the Corporate Secretary, the Group Financial Controller or any other Person (whether designated by name or office) appointed by or pursuant to a Board Resolution for the purpose, or a particular purpose, of this Indenture; provided that written notice of such appointment shall have been given to the Trustee. "Averaging Period" has the meaning specified in Section 4.04(e) hereof. "Bid Solicitation Agent" means the Person appointed by the Company, from time to time, to solicit secondary market bid quotations for the Trading Price of the Notes in accordance with Section 4.01(b)(2) hereof. The Company shall be the initial Bid Solicitation Agent. The Company may appoint another person (or itself) as the Bid Solicitation Agent without prior notice to Holders. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board. "Board Resolution" when used with reference to the Company means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed; provided that, solely for the purposes of any payment required to be made on any such date, "Business Day" shall not include days in which the office where the place of payment is authorized or required by law to close. 2
"Capital Stock" means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity. "Cash Settlement" has the meaning specified in Section 4.03(a) hereof. "Clause A Distribution" has the meaning specified in Section 4.04(c) hereof. "Clause B Distribution" has the meaning specified in Section 4.04(c) hereof. "Clause C Distribution" has the meaning specified in Section 4.04(c) hereof. "Close of Business" means 5:00 p.m., New York City time. "Combination Settlement" has the meaning specified in Section 4.03(a) hereof. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act. "Common Equity" of any Person means the Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. "Common Shares" means, subject to Section 4.07, the common shares, par value $1.00 per share, of the Company authorized at the date of this instrument as originally executed or shares of any class or classes of common shares resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Notes shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. "common stock" includes any stock of any class of Capital Stock which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the issuer thereof and which is not subject to redemption by the issuer thereof. "Company" has the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 9, shall include its successors and assigns. "Company Order" means a written request or order signed in the name of the Company by an Officer thereof. "Conversion Agent" has the meaning specified in Section 5.02 hereof. "Conversion Date" has the meaning specified in Section 4.02(b) hereof. 3
"Conversion Notice" has the meaning specified in Section 4.02(b) hereof. "Conversion Price" means, in respect of each Note, as of any date, $1,000 divided by the Conversion Rate in effect on such date. "Conversion Rate" means initially 17.3834 Common Shares per $1,000 principal amount of Notes, subject to adjustment as set forth herein. "Corporate Trust Office" means, with respect to the office of the Trustee, the designated corporate trust office of the Trustee, which office at the date hereof is located at (a) for Note transfer/surrender purposes, 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey, 07310, Email: citi.cspag.debt@citi.com , Attention: Agency & Trust – Golar LNG Limited, Email: citi.cspag.debt@citi.com, and (b) for all other purposes, Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attn: Attention: Agency & Trust – Golar LNG Limited, Email: citi.cspag.debt@citi.com or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). "corporation" means a corporation, association, joint stock company, limited liability company or business trust. "Custodian" means the Trustee, as custodian for the Depositary with respect to the Notes (so long as the Notes constitute Global Notes), or any successor entity. "Daily Conversion Value" means, for each of the 40 consecutive VWAP Trading Days during any Observation Period, one-fortieth (1/40th) of the product of (i) the Conversion Rate in effect on such VWAP Trading Day and (ii) the Daily VWAP on such VWAP Trading Day. "Daily Measurement Value" means the Specified Dollar Amount divided by 40. "Daily Settlement Amount" shall consist of, for each $1,000 principal amount of Notes for each of the 40 consecutive VWAP Trading Days during the Observation Period, (i) cash equal to the lesser of (A) the Daily Measurement Value and (B) the Daily Conversion Value for the relevant VWAP Trading Day; and (ii) if the Daily Conversion Value exceeds the Daily Measurement Value, a number of Common Shares equal to (A) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (B) the Daily VWAP for such VWAP Trading Day. "Daily VWAP" means, for each of the 40 consecutive VWAP Trading Days during the applicable Observation Period (or, if applicable, the VWAP Trading Day referred to in Section 4.03(b)(i)), the per share volume-weighted average price as displayed under the heading "Bloomberg VWAP" on Bloomberg page "GLNG <equity> AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one Common Share on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally or internationally recognized independent investment banking firm retained for this purpose by the 4
Company). The "Daily VWAP" will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Default Settlement Method" will initially be combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of Notes. "Depositary" means, with respect to the Notes issuable or issued in the form of a Global Note, the Depository Trust Company or the Person designated as Depositary by the Company pursuant to the applicable provisions of this Indenture until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Notes of any such series shall mean the Depositary with respect to the Notes of that series. "Distributed Property" has the meaning specified in Section 4.04(c) hereof. "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States of America that is legal tender for the payment of public and private debts at the time of payment. "Effective Date" means, with respect to a Fundamental Change or a Make- Whole Fundamental Change, as applicable, the date such Fundamental Change or Make- Whole Fundamental Change, as applicable, occurs or becomes effective. "event" has the meaning specified in the definition of "Fundamental Change" hereof. "Event of Default" has the meaning specified in Section 6.01 hereof. "Ex-Dividend Date" means the first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question. "Excepted Transfers" means (i) vessel charters, (ii) sale and leaseback transactions entered into for financing purposes and (iii) requisitions for hire and not for title (meaning when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates), in each case, with the exception of clause (iii) of this definition, in the ordinary course of the Company's business and consistent with past practice. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Form of Assignment and Transfer" means the "Form of Assignment and Transfer" attached as Attachment 3 to the Form of Note attached hereto as Exhibit A. 5
"Form of Fundamental Change Purchase Notice" means the "Form of Fundamental Change Purchase Notice" attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. "Form of Notice of Conversion" means the "Form of Notice of Conversion" attached as Attachment 1 to the Form of Note attached hereto as Exhibit A. "Free Trade Date" means the date that is one year after the last date of original issuance of the Notes. "Free Transferability Certificate" means a certificate substantially in the form attached hereto as Exhibit B. "Freely Tradable" means, with respect to any Notes, that such Notes are eligible to be sold by a Person who is not an Affiliate of the Company (within the meaning of Rule 144) and has not been an Affiliate of the Company (within the meaning of Rule 144) during the immediately preceding 90 days without any volume or manner of sale restrictions under the Securities Act. "Fundamental Change" means any of the following: (1) any "person" or "group" (within the meaning of Section 13(d) of the Exchange Act) files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such Person or group has become the direct or indirect ultimate "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of the Company's Common Equity representing more than 50.0% of the voting power of the Company's Common Equity; (2) the consummation of (A) any recapitalization, reclassification or change of Common Shares (other than changes resulting from a subdivision or combination) pursuant to which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets, (B) any share exchange, consolidation, merger or similar event involving the Company pursuant to which Common Shares will be converted into or exchanged for, cash, securities or other property or (C) any sale, lease or other transfer of all or substantially all of the consolidated assets of the Company, its Subsidiaries and its consolidated variable interest entities, taken as a whole, to any Person other than one or more of the Company's wholly owned Subsidiaries (other than Excepted Transfers) (any such share exchange, consolidation, merger, similar event, transaction or series of transactions being referred to in this clause (2), an "event"); provided that any such event described in clause (B) above where the holders of the Company's voting stock immediately prior to such event own, directly or indirectly, more than 50% of the voting stock of the continuing or surviving person or transferee or the parent thereof immediately after such event and such holders' proportional voting power immediately after such event vis-â-vis each other with respect to the securities they receive in such event will be in substantially the same proportions as their respective voting power vis-â-vis each 6
other immediately prior to such event will not constitute a Fundamental Change under such clause (B); (3) the Company's shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (4) the Common Shares (or, if the Common Shares are not so listed, American Depositary Receipts or American Depositary Shares representing Common Shares (collectively, "ADRs") or other common stock into which the Notes are then convertible) cease to be listed on at least The New York Stock Exchange, The NYSE American, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors); provided, however, that in the case of a transaction or event described in clause (1) or (2) above, if at least 90% of the consideration received or to be received by holders of the Common Shares (excluding cash payments for fractional shares) in the transaction or transactions that would otherwise constitute a "Fundamental Change" consists of common shares, Common Equity interests or ADRs that are traded on any of The New York Stock Exchange, The NYSE American, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors) or that will be so traded when issued or exchanged in connection with the transaction that would otherwise constitute a "Fundamental Change" under clause (1) or (2) above, which we refer to as publicly trade securities, and as a result of such transaction or transactions, the Notes become convertible in whole or in part into such publicly traded securities, excluding cash payments for fractional shares (subject to settlement in accordance with the provisions of Sections 4.03, 4.04 and 4.06 hereof), such event shall not be a "Fundamental Change." For purposes of the definition of “fundamental change” above, (x) any transaction that constitutes a fundamental change pursuant to both clause (1) and clause (2) (excluding the proviso to such clause (2)) of such definition shall be deemed to be a fundamental change solely under clause (2) of such definition (subject to such proviso) and (y) whether a person is a “beneficial owner, ” whether shares are “beneficially owned, ” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act, but without regard to paragraph (d)(1) of such rule. If any transaction in which the Common Shares are replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period and any related Fundamental Change Purchase Date, references to the Company in the definition of "Fundamental Change" above will apply to such other entity instead. "Fundamental Change Company Notice" has the meaning specified in Section 3.02(a) hereof. "Fundamental Change Expiration Time" has the meaning specified in Section 3.03(a) hereof. 7
"Fundamental Change Purchase Date" has the meaning specified in Section 3.01(a) hereof. "Fundamental Change Purchase Notice" has the meaning specified in Section 3.03(a) hereof. "Fundamental Change Purchase Price" has the meaning specified in Section 3.01(a) hereof. "Global Note" means a Note evidencing all or part of a series of Notes, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. "Holder" means the Person in whose name a Note is registered in the Register. "Indenture" means this Indenture as amended or supplemented from time to time. "Initial Notes" has the meaning specified in Section 2.01 hereof. "Initial Purchasers" means the "Purchasers" listed in Schedule I to the Purchase Agreement. "Interest Payment Date" means, with respect to the payment of interest on the Notes, each June 15 and December 15 of each year, beginning on December 15, 2025. "Issue Date" means, with respect to any Note, the first date of original issuance of such Note (and not, for the avoidance of doubt, the date of issuance of any Note issued in whole or in part upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11 or 3.07). "Last Reported Sale Price" of the Common Shares for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on that Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Shares are traded. If the Common Shares are not listed for trading on a U.S. national or regional securities exchange on the relevant Trading Day, the "Last Reported Sale Price" will be the last quoted bid price for the Common Shares in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Shares are not so quoted, the "Last Reported Sale Price" will be the average of the mid-point of the last bid and last ask prices for the Common Shares on the relevant Trading Day from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose, which may include one or more of the Initial Purchasers. Any such determination will be conclusive absent manifest error. "Make-Whole Fundamental Change" means any event that (i) is a Fundamental Change pursuant to clause (1), (2) or (4) under such definition (subject to any exceptions or exclusions to the definition thereof) or (ii) would be a Fundamental Change, but for the proviso in clause (2) of the definition of "Fundamental Change." 8
"Make-Whole Fundamental Change Period" has the meaning specified in Section 4.06(a) hereof. "Market Disruption Event" means, if the Common Shares are listed for trading on The NASDAQ Global Select Market or listed on another U.S. national or regional securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Scheduled Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating to the Common Shares. "Maturity Date" means December 15, 2030. "Measurement Period" has the meaning specified in Section 4.01(b) hereof. "Note" or "Notes" has the meaning specified in the first paragraph of the Recitals of this Indenture. "Notice of Default" has the meaning specified in Section 6.01(f) hereof. "Observation Period" means, with respect to any Note surrendered for conversion, (i) subject to the immediately succeeding clause (ii), if the relevant Conversion Date occurs prior to September 15, 2030, the 40 consecutive VWAP Trading Days beginning on, and including, the second VWAP Trading Day after such Conversion Date; (ii) with respect to any Notes called for Redemption, if the relevant Conversion Date occurs during the related Redemption period, the 40 consecutive Trading Days beginning on, and including, the 41st scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject to the immediately preceding clause (i), if the relevant Conversion Date occurs on or after September 15, 2030, the 40 consecutive VWAP Trading Days beginning on, and including, the 42nd Scheduled Trading Day immediately preceding the Maturity Date. "Offer Expiration Date" has the meaning specified in Section 4.04(e) hereof. "Officer" or "officer" shall mean, any director of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the President, a Vice President (whether or not designated by a number or word or words added before or after the title "Vice President"), the Treasurer, an Assistant Treasurer, the Corporate Secretary or the Group Financial Controller. "Officer's Certificate" means a certificate signed by an Authorized Officer and delivered to the Trustee. "Open of Business" means 9:00 a.m., New York City time. "Opinion of Counsel" means a written opinion of counsel, who may be an internal legal counsel of, or external counsel for, the Company or an Affiliate of the Company and reasonably acceptable to the Trustee. 9
"Optional Redemption" has the meaning specified in Section 11.02(a) hereof. "Original Issuance Date" means June 30, 2025. "Outstanding" means, subject to Section 12.04, with respect to the Notes, any Notes authenticated by the Trustee except (i) Notes cancelled by it, (ii) Notes delivered to it for cancellation, (iii) Notes paid pursuant to Section 2.09 hereof and (iv)(A) Notes replaced pursuant to Section 2.09 hereof, on and after the time such Note is replaced (unless the Trustee and the Company receive proof satisfactory to them that such Note is held by a bona fide purchaser), (B) Notes converted pursuant to Article 4 hereof, on and after their Conversion Date, (C) any and all Notes, as of the Maturity Date, if the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all of the Notes then payable, and (D) any and all Notes owned by the Company or any other obligor upon the Notes. "Paying Agent" means any Person authorized by the Company to pay the principal amount of and interest on, or the Fundamental Change Purchase Price, any Notes on behalf of the Company. "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Physical Notes" means permanent certificated Notes in definitive, fully registered form issued in denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. "Physical Settlement" has the meaning set forth in Section 4.03(a) hereof. "Preliminary Offering Memorandum" means the Preliminary Offering Memorandum dated June 25, 2025 related to the offering of the Initial Notes. "Purchase Agreement" means that certain Purchase Agreement, dated June 25, 2025, among the Company and the Initial Purchasers. "Redemption" means an Optional Redemption or a Tax Redemption. "Redemption Date" means an Optional Redemption Date or a Tax Redemption Date. "Redemption Notice" means an Optional Redemption Notice or a Tax Redemption Notice. "Redemption Price" means the Optional Redemption Price or the Tax Redemption Price. "Reference Property" has the meaning specified in Section 4.07(a) hereof. "Reference Property Unit" has the meaning specified in Section 4.07(a) hereof. "Register" and "Registrar" have the respective meanings specified in Section 2.06. 10
"Regular Record Date" means, with respect to any Interest Payment Date, June 1 (whether or not a Business Day) or December 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. "Relevant Taxing Jurisdiction" has the meaning specified in Section 5.12 hereof. "Reporting Event of Default" has the meaning specified in Section 6.03 hereof. "Resale Restriction Termination Date" has the meaning specified in Section 2.08(b)(ii) hereof. "Responsible Officer" when used with respect to the Trustee, means any officer within the corporate trust department who customarily performs functions similar to those performed by Persons who at the time shall be officers, respectively,, or any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this Indenture. "Restricted Global Note" has the meaning specified in Section 2.08(b)(i) hereof. "Restricted Note" has the meaning specified in Section 2.07(a)(i) hereof. "Restricted Notes Legend" has the meaning specified in the Form of Note attached hereto as Exhibit A. "Restricted Share" has the meaning specified in Section 2.07(b)(i) hereof. "Restricted Share Legend" means a legend substantially in the form set forth in Exhibit C hereto. "Rule 144" means Rule 144 under the Securities Act (including any successor rule thereto), as the same may be amended from time to time. "Scheduled Trading Day" means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Shares are listed or admitted for trading. If the Common Shares are not listed or admitted for trading, "Scheduled Trading Day" means a Business Day. "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Settlement Amount" has the meaning specified in Section 4.03(a) hereof. "Settlement Election" has the meaning specified in Section 4.03(a) hereof. "Settlement Election Notice" has the meaning specified in Section 4.03(a) hereof. 11
"Settlement Method" means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to be elected) by the Company in accordance with Section 4.03(a)(i) hereof. "Share Exchange Event" has the meaning specified in Section 4.07(a) hereof. "Share Price" has the meaning specified in Section 4.06(c) hereof. "Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a "significant subsidiary" as such term is defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the original date of issuance of the Notes. "Specified Dollar Amount" means the maximum cash amount per $1,000 principal amount of Notes to be received by the Holder upon conversion as specified in the Company's Specified Dollar Amount Election Notice (which may be part of the Settlement Election Notice). "Specified Dollar Amount Election" has the meaning specified in Section 4.03(a) hereof. "Specified Dollar Amount Election Notice" has the meaning specified in Section 4.03(a) hereof. "Spin-Off" has the meaning specified in Section 4.04(c) hereof. "Subsidiary" means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. "Successor Company" has the meaning specified in Section 9.01(a) hereof. "Tax Redemption" has the meaning specified in Section 11.01(a) hereof. 12
"Trading Day" means a Scheduled Trading Day on which (i) there is no Market Disruption Event, and (ii) trading in the Common Shares generally occurs on The NASDAQ Global Select Market or, if the Common Shares are not then listed on The NASDAQ Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Shares are then traded. If the Common Shares are not so listed or traded, "Trading Day" means a "Business Day." "Trading Price" of the Notes on any Trading Day means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $1,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three independent nationally recognized securities dealers selected by the Company for this purpose, which may include one or more of the Initial Purchasers; provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $1,000,000 principal amount of the Notes from a nationally recognized securities dealer on any Trading Day, then the Trading Price per $1,000 principal amount of Notes on such Trading Day will be deemed to be less than 98% of the product of (i) the Last Reported Sale Price of the Common Shares on such Trading Day and (ii) the Conversion Rate in effect on such Trading Day. Any such determination will be conclusive absent manifest error. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, or the Bid Solicitation Agent fails to solicit bids when required, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of (i) the Last Reported Sale Price of the Common Shares and (ii) the Conversion Rate, in each case, for each Trading Day on which the Company or the Bid Solicitation Agent fails to do so, as the case may be. "Trigger Event" has the meaning specified in Section 4.04(c) hereof. "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to Section 10.12 hereof, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder. "U.S." means the United States of America. "Valuation Period" has the meaning specified in Section 4.04(c) hereof. "VWAP Market Disruption Event" means (i) a failure by the primary U.S. national or regional securities exchange or market on which the Common Shares are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence, prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Shares for more than a one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the Common Shares or in any options contracts or future contracts relating to the Common Shares. 13
"VWAP Trading Day" means a Scheduled Trading Day on which (i) there is no VWAP Market Disruption Event and (ii) trading in the Common Shares generally occurs on The NASDAQ Global Select Market or, if the Common Shares are not then listed on The NASDAQ Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Shares are then listed or admitted for trading. If the Common Shares are not so listed or admitted for trading, "VWAP Trading Day" means a "Business Day." Section 1.02 References to Interest. Any reference to interest on, or in respect of, any Note in the Indenture shall be deemed to include Additional Interest, if, in such context, Additional Interest is, was or would be payable pursuant hereto. Any express mention of the payment of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made. Section 1.03 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of Notes, shall be sufficient for any purpose of this Indenture and (subject to Section 10.01 hereof) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. (a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (b) The amount of Notes held by any Person executing any such instrument or writings as the Holder thereof, and the numbers of such Notes, and the date of his holding the same, may be proved by the production of such Notes or by a certificate executed, as depositary, by any trust company, bank, banker or member of a national securities exchange (wherever situated), if such certificate is in form satisfactory to the Trustee, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Notes therein described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as the Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may assume that such ownership 14
of any Notes continues until (1) another certificate bearing a later date issued in respect of the same Notes is produced or (2) such Notes are produced by some other Person or (3) such Notes are no longer Outstanding. (c) The fact and date of execution of any such instrument or writing and the amount and number of Notes held by the Person so executing such instrument or writing may also be proved in any other manner that the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.03. (d) The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Registrar. (e) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note. (f) The Company may but shall not be obligated to set a record date for purposes of determining the identity of Holders of any Outstanding Notes of any series entitled to vote or consent to any action by vote or consent authorized or permitted by Section 2.11, 6.02, 6.04, 6.05, 8.02 or 10.11. Such record date shall be not less than 10 nor more than 60 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Notes furnished to the Trustee pursuant to Section 5.13 prior to such solicitation. (g) If the Company solicits from Holders any request, demand, authorization, direction, notice, consent, election, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, election, waiver or other Act may be given before or after such record date, but only the Holders of record at the Close of Business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, election, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. ARTICLE 2. THE NOTES Section 2.01 Title and Terms; Payments. 15
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $575,000,000 aggregate principal amount (the "Initial Notes") except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 3.07 or 4.02. The Company may, from time to time after the execution of this Indenture, without notice to or the consent of the Holders, execute and deliver to the Trustee for authentication Additional Notes with the same CUSIP number as the Initial Notes in an unlimited aggregate principal amount, and upon receipt of a Company Order, the Trustee shall thereupon authenticate and deliver said Additional Notes to, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or securities laws purposes, any such Additional Notes will have one or more separate CUSIP numbers so long as they remain not fungible; (2) such Additional Notes must have the same terms as the Initial Notes (other than issue date, initial offering price and date from which interest shall accrue and except for such differences determined by the Company as appropriate to reflect the later issuance of the Additional Notes and for U.S. federal income tax purposes and securities law purposes); and (3) the Trustee must receive an Officer's Certificate and an Opinion of Counsel to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph. The Notes shall be known and designated as the "2.75% Convertible Senior Notes due 2030" of the Company. The principal amount shall be payable on the Maturity Date. The principal amount of any Physical Notes shall be payable at the Corporate Trust Office and at any other office or agency in the continental United States maintained by the Company for such purpose. Interest on Physical Notes will be payable to each Holder by wire transfer (at the Company's expense) in immediately available funds to that Holder’s account within the United States, as specified in the Register. The Company will pay or cause the Paying Agent to pay principal of and interest on, Global Notes in immediately available funds to the Depositary, as the case may be, as the registered holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date or other payment date, as the case may be. Any Notes repurchased by the Company will be retired and no longer Outstanding hereunder. Section 2.02 Ranking. The Notes constitute general unsecured obligations of the Company. Section 2.03 Denominations. The Notes shall be issuable only in registered form without coupons and in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. Section 2.04 Execution, Authentication, Delivery and Dating. The Notes shall be executed by manual, PDF or facsimile signature on behalf of the Company by any Officer of the Company. 16
Notes bearing the manual, PDF or facsimile signatures of individuals who were at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Section 2.05 Temporary Notes. Pending the preparation of Physical Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Physical Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Notes may determine, as evidenced by such Officer's execution of such Notes; provided, that any such temporary Notes shall bear legends on the face of such Notes as set forth in the Form of Note attached hereto as Exhibit A and/or Sections 2.07 and 2.11. After the preparation of Physical Notes, the temporary Notes shall be exchangeable for Physical Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall, upon Company Order, authenticate and deliver in exchange therefor a like principal amount of Physical Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Physical Notes. Section 2.06 Registration; Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in the continental United States (the register maintained in such office and in any other office or agency designated pursuant to Section 5.02 being herein sometimes collectively referred to as the "Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. 17
The Trustee is hereby appointed "Registrar" (the "Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal amount and tenor, each such Note bearing such restrictive legends as may be required by this Indenture (including the Form of Note attached hereto as Exhibit A and Sections 2.07 and 2.11). At the option of the Holder and subject to the other provisions of Sections 2.07 and 2.11, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Notes, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend on such Notes. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company, the Trustee and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.11 not involving any transfer. Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Note in the circumstances set forth in Section 2.11(a)(iv). (b) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other Persons on whose behalf any Agent Member may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. The Trustee shall have no liability, responsibility or obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect 18
to (i) any ownership interests in the Global Note, (ii) the accuracy of the records of the Depositary or its nominee, (iii) any notice required hereunder, (iv) any payments under or with respect to the Global Note (v) or actions taken or not taken by any Agent Members. (c) Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written or electronic certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. Section 2.07 Transfer Restrictions. (a) Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a "Restricted Note." Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including without limitation, by the Company's delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder's acceptance of such Restricted Note, will be deemed to be bound by the applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note was transferred to a Person (other than the Company or an affiliate of the Company (within the meaning of Rule 144)) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (B) such Note was transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company's delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes 19
Legend may be removed from such Note and all Applicable Procedures have been complied with. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Trustee and such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Company or has been an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes Legend. (b) Restricted Shares. (i) Every Common Share that bears, or that is required under this Section 2.07 to bear, the Restricted Share Legend, will be deemed to be a "Restricted Share". Each Restricted Share will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Share Legend) and will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent (including, without limitation, by the Company's delivery of the Free Transferability Certificate as provided herein) of the Company, and each Holder of Restricted Shares, by such Holder's acceptance of Restricted Shares, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Shares. (ii) Until the Resale Restriction Termination Date, any Common Shares issued upon the conversion of a Restricted Note, will be issued in book-entry form and will bear the Restricted Share Legend, unless the Company delivers written notice to the Trustee, the Registrar and the transfer agent to be appointed by the Company (which shall not be the Trustee or the Registrar) for the Common Shares stating that such Common Shares need not bear the Restricted Share Legend. (iii) On and after the Resale Restriction Termination Date, Common Shares issued upon conversion of a Restricted Note will be issued in book-entry or certificated form (as determined by the Company) and will bear the 20
Restricted Share Legend at any time the Company reasonably determines that, to comply with law, such Common Shares must bear the Restricted Share Legend. (c) As used in this Section 2.07, the term "transfer" means any sale, pledge, transfer, loan, hypothecation or other disposition whatsoever of any Restricted Note, any interest therein or any Restricted Shares. Section 2.08 Expiration of Restrictions. (a) Physical Notes. Any Physical Note (or any security issued in exchange or substitution therefor) that does not constitute a Restricted Note may be exchanged for a new Note or Notes of like tenor and aggregate principal amount that do not bear the Restricted Notes Legend. To exercise such right of exchange, the Holder of such Note must surrender such Note in accordance with the provisions of Section 2.11 and deliver any additional documentation reasonably required by the Company, the Trustee or the Registrar in connection with such exchange. (b) Restricted Global Notes; Resale Restriction Termination Date. (i) If, on the Free Trade Date, or the next succeeding Business Day if the Free Trade Date is not a Business Day, any Notes are represented by a Global Note that is a Restricted Note (any such Global Note, a "Restricted Global Note"), the Company will use reasonable efforts to effect an exchange of every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes that are not subject to the restrictions set forth in the Restricted Notes Legend and in Section 2.07 hereof on or prior to the 370th day after the Issue Date. (ii) To effect such exchange, the Company will use reasonable efforts to (A) deliver to the Depositary an instruction letter for the Depositary's mandatory exchange process within a period of time that is reasonably likely to result in such exchange occurring on or prior to the 370th day after the Issue Date and (B) deliver to each of the Trustee and the Registrar a duly completed Free Transferability Certificate promptly after the Free Trade Date. The first date on which both the Trustee and the Registrar have received the Free Transferability Certificate will be known as the "Resale Restriction Termination Date". (iii) Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and the Registrar: (A) the Restricted Notes Legend will be deemed removed from each of the Global Notes specified in such Free Transferability Certificate and the restricted CUSIP number will be deemed removed from each of such Global Notes and deemed replaced with an unrestricted CUSIP number specified in the relevant Free Transferability Certificate; 21
(B) the Restricted Share Legend will be deemed removed from any Common Shares previously issued upon conversion of the Notes; and (C) thereafter, Common Shares issued upon conversion of the Notes will be assigned an unrestricted CUSIP number and will not bear the Restricted Share Legend (except as provided in Section 2.07(b)(iii)) or any similar legend. (iv) Promptly after the Resale Restriction Termination Date, the Company will provide Bloomberg LLP (if then generally in use) with a copy of the Free Transferability Certificate and will use reasonable efforts to cause Bloomberg LLP (if then generally in use) to adjust its screen page for the Notes to indicate that the Notes are no longer Restricted Notes and are then identified by an unrestricted CUSIP number. (v) Prior to the Company's delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to be identified by an unrestricted CUSIP number in the facilities of the Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the Registrar or as promptly as possible thereafter. (vi) Notwithstanding anything to the contrary in Sections 2.08(b)(i), (ii) or (iii), the Company will not be required to deliver the Free Transferability Certificate if it reasonably believes that removal of the Restricted Notes Legend or the changes to the CUSIP numbers for the Notes could result in or facilitate transfers of the Notes in violation of applicable law. Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security and/or indemnity as may be required by them to save each of them and any agent of either of them harmless and such other reasonable requirements as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. 22
Upon the issuance of any new Note under this Section 2.09, the Company and/or the Trustee may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 2.10 Persons Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Trustee or the Registrar may treat the Person in whose name such Note is registered in the Register as the owner of such Note for the purpose of receiving payment of the principal of such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee, the Registrar nor any agent of the Company, the Trustee or the Registrar shall be affected by notice to the contrary. Section 2.11 Transfer and Exchange. (a) Provisions Applicable to All Transfers and Exchanges. (i) Subject to the restrictions set forth in Section 2.07 and this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, stamp tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange required by law or permitted by this Indenture. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for 23
conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (b) In General; Transfer and Exchange of Beneficial Interests in Global Notes. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, except to the extent required by Section 2.11(c): (i) all Notes will be represented by one or more Global Notes; (ii) every registration of transfer and exchange of a beneficial interest in a Global Note will be effected through the Depositary in accordance with the Applicable Procedures and the provisions of this Indenture (including the restrictions on transfer set forth in Section 2.07); and (iii) each Global Note may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (C) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (c) Transfer and Exchange of Global Notes. (i) Notwithstanding any other provision of this Indenture, each Global Note will be exchanged for Physical Notes if the Depositary delivers notice to the Company that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer permitted under applicable law to continue as Depositary for such Global Note; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. 24
In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in accordance with the Applicable Procedures, and the Company, in accordance with Section 2.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 2.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07. (ii) In addition, if (x) the Company, in its sole discretion, notifies the Trustee in writing that it wishes to terminate and exchange all or part of a Global Note for Physical Notes and the beneficial owners of the majority of the principal amount of such Global Note (or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Note (or portion thereof) for Physical Notes by delivering a written request to the Registrar or (y) an Event of Default has occurred with regard to the Notes represented by the relevant Global Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request to the Registrar to exchange such beneficial interest for Physical Notes. In such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP number(s) of the relevant Global Note; (B) the Company will, in accordance with Section 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 2.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in such owner's name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 2.07, and (C) the Registrar, in accordance with the Applicable Procedures, will cause the principal amount of such Global Note to be decreased by the aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Note are so exchanged, such Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled in accordance with the Applicable Procedures. (d) Transfer and Exchange of Physical Notes. (i) If Physical Notes are issued, a Holder may transfer a Physical Note by: (A) surrendering such Physical Note for registration of transfer to the Registrar, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar; (B) if such Physical Note is a Restricted Note, delivering any documentation that the Company, the Trustee or the Registrar require to ensure that such transfer complies with Section 2.07 and any applicable securities laws; and (C) satisfying all other requirements for such transfer set forth in this Section 2.11 and Section 2.07. Upon the 25
satisfaction of conditions (A), (B) and (C), the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 2.04, promptly authenticate and deliver, in the name of the designated transferee or transferees, one or more new Physical Notes, of any authorized denomination, having like aggregate principal amount and bearing any restrictive legends required by Section 2.07 and/or the Form of Note attached hereto as Exhibit A. (ii) If Physical Notes are issued, a Holder may exchange a Physical Note for other Physical Notes of any authorized denominations and aggregate principal amount equal to the aggregate principal amount of the Notes to be exchanged by surrendering such Notes, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 5.02. Whenever a Holder surrenders Notes for exchange, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 2.04, promptly authenticate and deliver the Notes that such Holder is entitled to receive, bearing registration numbers not contemporaneously outstanding and any restrictive legends that such Physical Notes are required to bear under Section 2.07. (iii) If Physical Notes are issued, a Holder may transfer or exchange a Physical Note for a beneficial interest in a Global Note by (A) surrendering such Physical Note for registration of transfer or exchange, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 5.05; (B) if such Physical Note is a Restricted Note, delivering any documentation the Company, the Trustee or the Registrar reasonably require to ensure that such transfer complies with Section 2.07 and any applicable securities laws; (C) satisfying all other requirements for such transfer set forth in this Section 2.11 and Section 2.07; and (D) providing written instructions to the Trustee to make, or to direct the Registrar to make, an adjustment in its books and records with respect to the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, which instructions will contain information regarding the Depositary account to be credited with such increase. Upon the satisfaction of conditions (A), (B), (C) and (D), the Trustee will cancel such Physical Note and cause, or direct the Registrar to cause, in accordance with the Applicable Procedures, the aggregate principal amount of Notes represented by such Global Note to be increased by the aggregate principal amount of such Physical Note, and will credit or cause to be credited the account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal amount of such Physical Note. If no Global Notes are then Outstanding, the Company, in accordance with Section 2.04, will promptly use reasonable efforts to execute and deliver to the Trustee, and the Trustee, upon 26
receipt of a Company Order, will, in accordance with Section 2.04, authenticate, a new Global Note in the appropriate aggregate principal amount. Section 2.12 Purchase and Cancellation. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such notes are surrendered to us), repurchase notes in the open market or otherwise, whether by the Company or its subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the holders of the notes. The Company may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Paying Agent for cancellation any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute restricted securities upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of the Company's subsidiaries or affiliates or any subsidiary of any of our affiliates, for the purpose of determining whether holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a written order from us, the Trustee shall cancel all Notes so surrendered. The Company shall cause all Notes surrendered for payment at maturity, repurchase upon a fundamental change, redemption, registration of transfer or exchange or conversion, if surrendered to the Company or any of its agents or subsidiaries, to be delivered to the Trustee for cancellation and they shall no longer be considered “outstanding” under this Indenture upon their payment at maturity, repurchase upon a fundamental change, redemption, registration of transfer or exchange or conversion. All Notes delivered to the Paying agent shall be cancelled promptly by the Paying Agent in accordance with its customary procedures. Except for Notes surrendered for registration of transfer or exchange, no Notes shall be authenticated in exchange for any Notes cancelled as provided in this Indenture. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, purchase, repurchase, conversion or cancellation in accordance with its customary practices. The Notes acquired by the Company, while held by or on behalf of the Company or any of its Subsidiaries, shall not entitle the Holder thereof to convert the Notes. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation. The Company or any of its Subsidiaries may from time to time repurchase Notes in open market purchases or negotiated transactions without giving prior notice to Holders. Any Notes purchased by the Company or its Subsidiaries will be retired and no longer Outstanding under this Indenture. The Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other written communications received pursuant to this Section 2.12. The Company shall have the right to inspect and make copies of all such letters, notices or other 27
written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. None of the Trustee, the Registrar or the Paying Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any Agent Member or other member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary, subject to its applicable rules and procedures. The Trustee, Registrar and Paying Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and other members, participants and any beneficial owners. Neither the Trustee, the Registrar, the Paying Agent, nor any other agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. Section 2.13 CUSIP Numbers. In issuing the Notes, the Company may use "CUSIP" numbers (if then generally in use); provided that the Trustee shall have no liability for any defect in the CUSIP numbers as they appear on any Notes, notice, or elsewhere and; provided further, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes. The Company will promptly notify the Trustee in writing of any change in the "CUSIP" numbers. Section 2.14 Payment and Computation of Interest. The Notes will bear cash interest at a rate of 2.75% per year until the Maturity Date. Interest on the Notes will accrue from the most recent date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for (i) in the case of the Initial Notes, June 30, 2025 or (ii) in the case of the Additional Notes, the date provided under such Notes. Interest will be paid to the Person in whose name a Note is registered at the Close of Business on the Regular Record Date immediately preceding the relevant Interest Payment Date semiannually in arrears on each Interest Payment Date; provided, alternate record dates may be established by the Company and the Trustee with respect to any interest not paid on its originally scheduled due date. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. For the avoidance of doubt, the payment, or lack of payment, of interest on Notes surrendered for conversion will be governed by Section 4.03(d). Section 2.15 Business Day. If any Interest Payment Date, the Maturity Date, a Redemption Date or any Fundamental Change Purchase Date falls on a day that is not a Business 28
Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the additional period of time before payment. ARTICLE 3. REPURCHASE AT THE OPTION OF THE HOLDERS Section 3.01 Purchase at Option of Holders upon a Fundamental Change. If a Fundamental Change occurs at any time, then each Holder shall have the right, at such Holder's option, to require the Company to purchase for cash all or any portion of such Holder's Notes such that the remaining principal amount of each Note that is not purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof, on a date (the "Fundamental Change Purchase Date") specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date on which the Company delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date (the "Fundamental Change Purchase Price"); provided, however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, the Company shall instead pay the full amount of such accrued and unpaid interest on such Note on the Interest Payment Date to the Holder of record of such Note as of such Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note the Company purchases on such Fundamental Change Purchase Date. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with the Applicable Procedures, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. Section 3.02 Fundamental Change Company Notice. (a) General. Promptly (but in no event later than 20 calendar days) after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee , the Conversion Agent, and the Paying Agent (in the case of any Paying Agent other than the Trustee) a written notice (the "Fundamental Change Company Notice") of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the Applicable Procedures for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a press release and publish such information on the Company's website. Each Fundamental Change Company Notice shall specify: 29
(i) the events causing the Fundamental Change; (ii) the Effective Date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Fundamental Change, in which case the Effective Date of the Make-Whole Fundamental Change; (iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to Section 3.01; (iv) the Fundamental Change Purchase Price; (v) the Fundamental Change Purchase Date; (vi) the name and address of the Trustee, the Paying Agent and the Conversion Agent, and any other agent appointed for the repurchase, if applicable; (vii) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change; (viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; (ix) that the Holder must exercise the purchase right prior to the Fundamental Change Expiration Time; (x) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time; and (xi) the procedures that Holders must follow to require the Company to purchase their Notes. (b) No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to Section 3.01. (c) Notwithstanding anything herein to the contrary, the Company shall be deemed to satisfy its obligations to repurchase Notes pursuant to the provisions in Section 3.01 above if one or more third parties conduct the repurchase offer and repurchase tendered Notes in a manner that would have satisfied the Company's obligations to do the same if conducted directly by the Company, at the same time and otherwise in compliance with the requirements for an offer made by the Company as described above that would have satisfied our obligations to do the same if conducted directly by the Company. 30
(d) At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company; provided, further that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Fundamental Change Company Notice is required to be delivered (or such shorter period agreed to by the Trustee), an Officer's Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. Neither the Trustee nor the Paying Agent shall be responsible for determining if a Fundamental Change has occurred or for delivering a Fundamental Change Company Notice to Holders. Section 3.03 Repurchase Procedures. (a) Purchases of Notes under Section 3.01 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the "Fundamental Change Purchase Notice"), in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, together with the Notes duly endorsed for transfer, prior to Close of Business on or before the second Business Day immediately preceding the Fundamental Change Purchase Date, (the "Fundamental Change Expiration Time"); and (ii) if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with delivering beneficial interests in a Global Note for purchase, by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) if certificated, the certificate numbers of such Notes; (ii) the portion of the principal amount of such Notes to be purchased, which must be such that the principal amount of each Note that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and (iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. (b) Notice to Company. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. 31
Section 3.04 Effect of Fundamental Change Purchase Notice. Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice specified in Section 3.03, the Holder of the Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.05) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Note (and any previously accrued and unpaid interest on such Note if not included in the Fundamental Change Purchase Price). Such Fundamental Change Purchase Price shall be paid promptly to such Holder, subject to receipt of funds from the Company by the Paying Agent, on the later of (x) the applicable Fundamental Change Purchase Date (provided the conditions in this Article 3 have been satisfied) and (y) the time of delivery or book-entry transfer of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01. Section 3.05 Withdrawal of Fundamental Change Purchase Notice. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the Fundamental Change Expiration Time specifying: (a) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; (b) if certificated, the certificate numbers of the withdrawn Notes; and (c) the principal amount, if any, of each Note that remains subject to the Fundamental Change Purchase Notice which must be such that the principal amount not to be purchased equals $1,000 or an integral multiple of $1,000 in excess thereof provided, however, that if the Notes are Global Notes, the notice must comply with the Applicable Procedures. The Paying Agent will promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase Notice, has been withdrawn in compliance with the provisions of this Section 3.05. Section 3.06 Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m., New York City time, on the Fundamental Change Purchase Date the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money in U.S. dollars (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Notes for which a Fundamental Change Purchase Notice has been delivered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date then as of such Fundamental Change Purchase (a) such Notes will cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Notes is made or such Notes have been delivered to the Paying 32
Agent) and (b) all other rights of the Holders in respect thereof will terminate (other than the right to receive the Fundamental Change Purchase Price and any previously accrued and unpaid interest, if not included in the Fundamental Change Purchase Price, on such Notes upon delivery or book-entry transfer of such Notes). Section 3.07 Notes Purchased in Whole or in Part. Any Note that is to be purchased pursuant to this Article 3, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and, to the extent that only a part of the Note so surrendered is to be purchased, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. Section 3.08 Covenant To Comply with Applicable Laws upon Purchase of Notes. In connection with any offer to purchase Notes under Sections 3.01, the Company shall, in each case if required by law (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable, (ii) file a Schedule TO or any other required schedule under the Exchange Act and (iii) otherwise comply with all U.S. federal or state securities laws applicable to the Company in connection with such purchase offer, in each case, so as to permit the rights and obligations under this Article 3 to be exercised in the time and in the manner specified under this Article 3. Section 3.09 Repayment to the Company (Fundamental Change). To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.06 exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date then, following the Fundamental Change Purchase Date the Paying Agent shall promptly return any such excess to the Company pursuant to the standing instructions that the Company has on file with the Trustee. ARTICLE 4. CONVERSION Section 4.01 Right To Convert. (a) Subject to and upon compliance with the provisions of the Indenture, each Holder shall have the right, at such Holder's option, to convert any or all of its Notes, or any portion thereof, such that the principal amount that remains Outstanding of each Note that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 4.03(a)(ii) hereof, (x) prior to the Close of Business on the Business Day immediately preceding September 15, 2030, only upon satisfaction of one or more of the conditions described in Section 4.01(b) hereof, and (y) on or after September 15, 2030, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date regardless of the conditions described in Section 4.01(b) hereof. 33
(b) (i) Prior to the Close of Business on the Business Day immediately preceding September 15, 2030, a Holder may surrender all or a portion of its Notes for conversion during any fiscal quarter commencing after September 30, 2025 (and only during such fiscal quarter) if the Last Reported Sale Price per Common Share for each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on and including the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable Conversion Price in effect on each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding September 15, 2030, a Holder may surrender all or a portion of its Notes for conversion during the five consecutive Business Day period immediately after any five consecutive Trading Day period (the "Measurement Period") in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 4.01(b)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of (x) the Last Reported Sale Price of the Common Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. The Trading Price shall be determined by the Company or the Bid Solicitation Agent, as applicable, pursuant to this Section 4.01(b)(ii) and the definition of "Trading Price" set forth in Section 1.01 hereof. The Company shall provide notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price of the Notes unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides it with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of (x) the Last Reported Sale Price of the Common Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is acting as Bid Solicitation Agent, it shall determine) the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Last Reported Sale Price of the Common Shares on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the condition to conversion set forth in this Section 4.01(b)(ii) ceases to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in 34
writing. Neither the Trustee nor the Conversion Agent shall have any obligation to determine the Trading Price of the Notes. For the avoidance of doubt, the failure to provide the notice referred to in the immediately preceding sentence will not extend the five consecutive Business Day period during which the Notes will be convertible as described in this Section 4.01(b)(ii). (iii) If the Company (x) issues to all or substantially all holders of the Common Shares any rights, options or warrants entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase Common Shares, at a price per share less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (y) distributes to all or substantially all holders of the Common Shares the Company's assets, debt securities or rights to purchase the Company's securities, which distribution has a per share value, as reasonably determined by the Company in good faith and a commercially reasonable manner, exceeding 10% of the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the date of announcement of such distribution, then, in either case, the Company must deliver notice of such issuance or distribution, and of the Ex- Dividend Date for such issuance or distribution, to the Holders at least (x) 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution or (y) at least 10 scheduled trading days prior to the Ex-Dividend Date for such issuance or distribution; provided that, if the Company provides such notice in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding anything to the contrary under Section 4.03 below or any other provision of this Indenture, the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period from, and including, the date of such notice to, and including, the record date for such issuance or distribution (or the date of our announcement that such issuance or distribution will not take place) using Physical Settlement and the Company shall so notify the Holders of such required Settlement Method in such notice. After the Company has delivered such notice, Holders may surrender all or a portion of their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company's announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time. Holders may not convert their Notes under this Section 4.01(iii) if they participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of the Company's common shares and solely as a result of holding the Notes, in any of the transactions described in the preceding without having to convert their Notes as if they held a number of common shares equal to the then- effective Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iv) If the Company calls any Notes for Redemption in accordance with Section 11.01 or Section 11.02 prior to the Close of Business on 35
the business day immediately preceding September 15, 2030, then the Holder of the Notes called for Redemption may convert such Notes at any time prior to the Close of Business on the second Scheduled Trading Day prior to the applicable Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Notes on account of the Company's delivery of a Tax Redemption Notice or Optional Redemption Notice, as applicable, shall expire, unless the Company defaults in the payment of the applicable redemption price, in which case a Holder of the Notes called for redemption may convert such Notes until the redemption price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes under Section 11.02 and the Holder of any Notes (or any owner of a beneficial interest in any global note) is reasonably not able to determine, before the Close of Business on the 45th Scheduled Trading Day immediately before the relevant Optional Redemption Date, whether such Notes or beneficial interest, as applicable, is to be redeemed pursuant to such redemption (and, as a result thereof, convertible in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Notes or beneficial interest, as applicable, at any time before the Close of Business on the Scheduled Trading Day prior to the applicable Redemption Date unless the Company defaults in the payment of the applicable Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Notes or beneficial interest, as applicable, until the redemption price has been paid or duly provided for, and each such conversion shall be deemed to be of Notes called for Redemption. None of the Trustee, the Conversion Agent, the Paying Agent or the Registrar shall be responsible for making any determinations in accordance with this Section 4.01(iv). (v) If the Company publicly announces a transaction or event that would, if consummated, constitute a Fundamental Change, a Make- Whole Fundamental Change or Share Exchange Event, or if any such transaction or event occurs (regardless of whether the Holders would have the right to require the Company to purchase their Notes pursuant to Article 3), the Company shall deliver notice (a "Specified Corporate Transaction Notice") of such specified corporate transaction or event to the Holders as promptly as practicable following the first public announcement by the Company of such transaction or event or, in the case that no public announcement is made, the occurrence of such transaction or event. For any such potential Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, the Specified Corporate Transaction Notice shall describe: (A) the transaction or event; (B) the anticipated effective date of such transaction or event; (C) the Holder's right to convert their Notes in accordance with Section 4.01(b)(iv); 36
(D) the Conversion Rate in effect on the date the Company delivers such notice; (E) that an adjustment to the Conversion Rate is expected to be made pursuant to Section 4.05 as a result of such transaction or event and the formula for determining such adjustment; (F) whether the relevant transaction or event is expected to constitute a Share Exchange Event, and, if so, that the Notes will become convertible into Reference Property, subject to the settlement provisions of this Indenture; (G) whether the relevant transaction or event is expected to constitute a Fundamental Change, and, if so, that Holders will have the right to require the Company to purchase their Notes pursuant to Article 3; and (H) whether the relevant transaction or event is expected to constitute a Make-Whole Fundamental Change, and, if so, that the Conversion Rate will be increased under Section 4.06 for Notes converted in connection with such Make-Whole Fundamental Change. Upon the Company's delivery of a Specified Corporate Transaction Notice, a Holder may surrender its Notes for conversion at any time until the earlier of (x) the 35th Trading Day immediately following the effective date of such transaction or event or, if such transaction or event constitutes a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date and (y) the Close of Business on the second Trading Day immediately preceding the Maturity Date. Section 4.02 Conversion Procedures. (a) Each Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting a beneficial interest in a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes in connection therewith if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) complete and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion as Attachment 1 to the 37
Physical Note (the "Conversion Notice") or a PDF or facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, offer indemnity, pre-funding, and/or security satisfactory to the Trustee and the Registrar and furnish to the Trustee and the Registrar appropriate endorsements and transfer documents; (iv) if required, pay all transfer, stamp, issue, documentary or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice prior to the time such Notes are repurchased or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.05 hereof prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the "Conversion Date" with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04 hereof, the Person in whose name any Common Shares shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Observation Period in the case of Combination Settlement and (ii) as of the Close of Business on the Conversion Date in the case of Physical Settlement. For the avoidance of doubt, until a Holder is deemed to become the holder of record of Common Shares issuable upon conversion of such Holder's Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a holder of the Common Shares with respect to Common Shares issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) Endorsement. Any Notes surrendered for conversion shall, unless Common Shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. (d) Physical Notes. If any Physical Notes in a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of the Physical 38
Notes so surrendered, without charge, new Physical Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Physical Notes. (e) Global Notes. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. (f) Interest Due Upon Conversion. If a Holder converts a Note after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Note with an amount of cash equal to the amount of interest that will be payable on such Note on the corresponding Interest Payment Date, or in accordance with the procedures of the Depositary (regardless of whether such converting Holder was the Holder of record on the such Regular Record Date); provided, however, that a Holder need not make such payment (1) if the Conversion Date follows the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date for the repayment of interest and on or prior to the second business day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date and the relevant Conversion Date occurs after such Regular Record Date and on or prior to such Interest Payment Date; or (4) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes. None of the Trustee, the Conversion Agent, the Paying Agent or the Registrar will be responsible for making any determinations in accordance with the foregoing. (g) Taxes Due upon Conversion. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issuance of any Common Shares upon the conversion, unless the tax is due because the Holder requests that any shares be issued in a name other than the Holder's name, in which case the Holder will pay that tax. (h) Trustee and Conversion Agent Liability. Neither the Trustee nor the Conversion Agent (if other than the Trustee) will have any duty to determine or verify (i) the Company's determination of whether any of the conditions to conversion have been satisfied or (ii) the Conversion Rate. Section 4.03 Settlement Upon Conversion. (a) Settlement. Upon conversion of any Note, the Company shall pay or deliver, as the case may be, to Holders, in full satisfaction of its conversion obligation under Section 4.01 hereof, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount consisting of, at the election of the Company, solely cash ("Cash Settlement"), solely Common Shares (together with cash in lieu of any fractional Common Shares pursuant to Section 4.03(b)) ("Physical Settlement") or a combination of cash and Common Shares ("Combination Settlement"). 39
(i) Settlement Election. All conversions of Notes called for Redemption for which the relevant Conversion Date occurs during the related Redemption period, and all conversions for which the relevant Conversion Date occurs on or after September 15, 2030 shall be settled using the same Settlement Method. Except for any such conversions for which the relevant Conversion Date occurs during a Redemption period, and any conversions for which the relevant Conversion Date occurs on or after September 15, 2030, the Company will use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a Settlement Method (a "Settlement Election") and a Specified Dollar Amount, if applicable (a "Specified Dollar Amount Election"), the Company shall provide to the Holders so converting through the Conversion Agent a notice of such Settlement Method (each such notice, a "Settlement Election Notice") or such Specified Dollar Amount (each such notice, a "Specified Dollar Amount Election Notice"), no later than the Close of Business on the second Scheduled Trading Day immediately following the related Conversion Date (or, in the case of (x) any conversions of Notes called for Redemption for which the relevant Conversion Date occurs during the related Redemption period, in the related Redemption Notice or (y) any conversions occurring on or after September 15, 2030, no later than September 15, 2030). If the Company does not timely elect a Settlement Method, the Company shall be deemed to have elected the default settlement method (as defined below) in respect of its Conversion Obligation. If the Company elects Combination Settlement but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount will be deemed to be $1,000. For the avoidance of doubt, the Company's failure to timely elect a Settlement Method or specify the applicable Specified Dollar Amount shall not constitute a Default under this Indenture. The “default settlement method” will initially be combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of Notes. However, the Company may, from time to time, change the default settlement method by sending written notice of the new default settlement method to the Holders, the Trustee and the Conversion Agent (if other than the Trustee). In addition, the Company may, by sending written notice to the Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect that will apply to all Note conversions with a Conversion Date that is after the date the Company sends such written notice. Notwithstanding the foregoing, no such change in the default settlement method or irrevocable election will affect any settlement method theretofore elected (or deemed to be elected) with respect to any Notes pursuant to this Indenture. Concurrently with providing notice to all Holders of a change in the default settlement method or an election to irrevocably fix the settlement method, the Company shall promptly furnish or issue a report on Form 6-K or press release announcing that it has made such change to the default settlement method or elected to irrevocably fix the settlement method, as the case 40
may be. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes. (ii) Settlement Amount. The cash, Common Shares or combination of cash and Common Shares in respect of any conversion of Notes (the "Settlement Amount") shall be computed as follows: (A) if the Company elects (or is deemed to have elected) Physical Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, a number of Common Shares equal to the applicable Conversion Rate, together with cash in lieu of any fractional Common Shares pursuant to Section 4.03(b); (B) if the Company elects (or is deemed to have elected) Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and (C) if the Company elects (or is deemed to have elected) Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, an amount of cash and number of Common Shares, if any, equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation Period. (iii) Delivery Obligation. For Cash Settlement or Combination Settlement, the Company shall pay or deliver, as the case may be, the Settlement Amount due in respect of its conversion obligation under Section 4.03 hereof, (i) on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement and (ii) on the third Business Day immediately following the last VWAP Trading Day of the related Observation Period, if the Company elects Cash Settlement or Combination Settlement, except as provided below under Section 4.07. (b) Fractional Shares. Notwithstanding the foregoing, the Company will not issue fractional Common Shares as part of the Settlement Amount due with respect to any converted Note. Instead, if any Settlement Amount includes a fraction of a Common Share, the Company will, in lieu of delivering such fraction of a Common Share, pay an amount of cash equal to the product of such fraction of a share and (i) in a Physical Settlement, the Daily VWAP on the relevant Conversion Date, or if such Conversion Date is not a VWAP Trading Day, the 41
immediately preceding VWAP Trading Day or (ii) in a Combination Settlement, the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period (subject to Section 4.03(c) immediately below). (c) Conversion of Multiple Notes by a Single Holder. If a Holder surrenders more than one Note for conversion on a single Conversion Date or with respect to which a single Observation Period (including, for the avoidance of doubt, the same VWAP Trading Days therein) would apply, the Company will calculate the amount of cash and the number of Common Shares due with respect to such Notes as if such Holder had surrendered for conversion one Note having an aggregate principal amount equal to the sum of the principal amounts of each of the Notes surrendered for conversion by such Holder on the same Conversion Date. (d) Settlement of Accrued Interest and Deemed Payment of Principal. If a Holder converts a Note, the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and the Company's delivery or payment, as the case may be, of cash, Common Shares or a combination of cash and Common Shares into which a Note is convertible will be deemed to satisfy and discharge in full the Company's obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding, the relevant Conversion Date; provided, however, that subject to Section 4.02(f), if a Holder converts a Note after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Note on such Regular Record Date. As a result, except as otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid interest with respect to a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, if the Settlement Amount for any Note includes both cash and Common Shares, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such conversion. (e) Notices. Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly as possible, and in no event later than the Open of Business on the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Notes converted on such Conversion Date and the names of the Holders that converted Notes on such Conversion Date. On the first Business Day immediately following the last VWAP Trading Day of the Observation Period applicable to any Note surrendered for conversion in a Cash Settlement or a Combination Settlement, the Company will deliver a written notice to the Conversion Agent and the Trustee (if not also the Conversion Agent) stating the amount of cash and the number of Common Shares, if any, that the Company is obligated to pay or deliver, as the case may be, to satisfy its conversion obligation with respect to each Note converted on such Conversion Date. 42
Section 4.04 Adjustment of Conversion Rate. The Conversion Rate will be adjusted as described in this Section 4.04, except that the Company shall not make any adjustment to the Conversion Rate if Holders participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of the Common Shares and as a result of holding the Notes, in any of the transactions described below without having to convert their Notes, as if they held a number of Common Shares equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues Common Shares as a dividend or distribution on all or substantially all Common Shares, or if the Company effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date, as applicable; OS0 = the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date (before giving effect to any such dividend, distribution, split or combination), as applicable; and OS1 = the number of Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 4.04(a) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 4.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Company issues to all or substantially all holders of the Common Shares any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the date of such issuance, to subscribe for or purchase Common Shares, at a price per share less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately 43
preceding the date of announcement of such issuance, the Conversion Rate will be increased based on the following formula: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; OS0 = the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date; X = the total number of Common Shares issuable pursuant to such rights, options or warrants; and Y = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this Section 4.04(b) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are not delivered upon the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are not so issued, or if such rights, options or warrants are not exercised prior to their expiration, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such issuance had not occurred. For purposes of this Section 4.04(b) and Section 4.01(b)(iii)(x) hereof, in determining whether any rights, options or warrants entitle the holders of the Common Shares to subscribe for or purchase Common Shares at a price per share less than such average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined by the Company in good faith and in a commercially reasonable manners. (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire 44
its Capital Stock or other securities, to all or substantially all holders of the Common Shares, excluding: (i) dividends or distributions, rights options or warrants described in Section 4.04(a) hereof or Section 4.04(b) hereof; (ii) dividends or distributions paid exclusively in cash, to which the provisions set forth in Section 4.04(d) below shall apply; and (iii) Spin-Offs as to which the provisions set forth below in this Section 4.04(c) shall apply; (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the "Distributed Property"), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Company in good faith and in a commercially reasonable manner) of Distributed Property with respect to each outstanding Common Share as of the Open of Business on the Ex- Dividend Date for such distribution. If "FMV" (as defined above) is equal to or greater than the "SP0" (as defined above), in lieu of the foregoing increase, each Holder of Notes shall receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of the Common Shares, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a number of Common Shares equal to the Conversion Rate in effect immediately prior to the date for the distribution. Any increase made pursuant to the formula above will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution (including a 45
Spin-Off) is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 4.04(c) where there has been a payment of a dividend or other distribution on the Common Shares of shares of Capital Stock of any class or series, or similar equity interest, of or relating to any Subsidiaries of the Company or business units of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a U.S. national securities exchange (a "Spin-Off"), the Conversion Rate will be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such Spin-Off; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Shares applicable to one Common Share (determined by reference to the definition of Last Reported Sale Price as if references therein to the Common Shares were to such share capital or similar equity interest) over the first 10 consecutive Trading Day period after, but excluding, the effective date of the Spin-Off (the "Valuation Period"); and MP0 = the average of the Last Reported Sale Prices of Common Shares over the Valuation Period. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note and the first VWAP Trading Day of the Observation Period applicable to such Note occurs after the first Trading Day of the Valuation Period for a Spin-Off, but on or before the last Trading Day of the Valuation Period for such Spin-Off, then the reference in the above definition of "FMV0" to "10" Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Valuation Period for such Spin-Off to, but excluding, the first VWAP Trading Day of such Observation Period. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note and one or more VWAP Trading Days of the Observation Period for such Note occurs on or after the Ex- Dividend Date for a Spin-Off but on or prior to the first Trading Day of the Valuation Period for such Spin-Off, such Observation Period will be suspended from, and including, the first such VWAP Trading Day to, and including, the first Trading Day of the Valuation Period for such Spin-Off and will resume immediately after the first Trading Day of the Valuation Period for such Spin-Off, with the reference in the above definition of "FMV0" to "10 consecutive" Trading Days deemed replaced with a reference to "one (1)" Trading Day. 46
For purposes of the second adjustment formula set forth in this Section 4.04(c), (i) the Last Reported Sale Price of any Capital Stock or similar equity interest shall be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the Common Shares in the definition of "Last Reported Sale Price" set forth in Section 1.01 hereof, (ii) whether a day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a manner analogous to that used to determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Shares, and (iii) whether a day is a Trading Day to be included in a Valuation Period will be determined based on whether a day is a Trading Day for both the Common Shares and such Capital Stock or similar equity interest. Subject to Section 4.04(g), for the purposes of this Section 4.04(c), rights, options or warrants distributed to all or substantially all holders of the Common Shares entitling them to acquire the Company's Capital Stock or other securities, (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a "Trigger Event"): (1) are deemed to be transferred with such Common Shares; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 4.04(c) (and no adjustment to the Conversion Rate under this Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.04(c). If any such rights, options or warrants, distributed prior to the first date of original issuance of the Initial Notes are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any Holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Shares with respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made to all holders of Common Shares as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. 47
For purposes of Section 4.04(a) hereof, Section 4.04(b) hereof and this Section 4.04(c), if any dividend or distribution to which this Section 4.04(c) applies includes one or both of: (A) a dividend or distribution of Common Shares to which Section 4.04(a) hereof also applies (the "Clause A Distribution"); or (B) an issuance of rights, options or warrants entitling holders of the Common Shares to subscribe for or purchase Common Shares to which Section 4.04(b) hereof also applies (the "Clause B Distribution"), then (i) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a distribution to which this Section 4.04(c) applies (the "Clause C Distribution") and any Conversion Rate adjustment required to be made under this Section 4.04(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 4.04(b) hereof with respect thereto shall then be made, except that, if determined by the Company, (A) the "Ex-Dividend Date" of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any Common Shares included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be "outstanding immediately prior to the Open of Business on such Ex-Dividend Date" within the meaning of Section 4.04(b) hereof, and (iii) the Clause A Distribution, if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Company, (A) the "Ex-Dividend Date" of the Clause A Distribution and the Clause B Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any Common Shares included in the Clause A Distribution shall not be deemed to be "outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date" within the meaning of Section 4.04(a) hereof. (d) If any cash dividend or distribution is made to all or substantially all holders of the Common Shares, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x SP0 SP0 – FMV where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; 48
CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP0 = the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; C = the amount in cash per Common Share that the Company distributes to all or substantially all holders of the Common Shares; and If "C" (as defined above) is equal to or greater than "SP0" (as defined above), in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of Common Shares, the amount of cash that such Holder would have received if such Holder had owned a number of Common Shares equal to the Conversion Rate in effect immediately prior to the record date for such cash dividend or distribution. Such increase shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution . (e) If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Shares (other than an odd-lot tender offer), to the extent that the cash and value (determined as of the Offer Expiration Date by the Company in good faith and in a commercially reasonable manner) of any other consideration included in the payment per Common Share exceeds the Last Reported Sale Price of the Common Shares on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the "Offer Expiration Date"), the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the Offer Expiration Date; CR1 = the Conversion Rate in effect immediately after the Close of Business on the Offer Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable manner) paid or payable for Common Shares purchased in such tender or exchange offer; OS0 = the number of Common Shares outstanding immediately prior to the expiration time of the tender or exchange offer on the Offer Expiration Date 49
(prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of Common Shares outstanding immediately after the expiration time of the tender or exchange offer on the Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the Common Shares over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date (the "Averaging Period"). (f) Special Settlement Provisions. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note, and the first VWAP Trading Day of the Observation Period for such Note occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of "SP1" to "ten" shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note and one or more VWAP Trading Days of the Observation Period for such Note occurs on or after the Offer Expiration Date for a tender or exchange offer, but on or prior to the first Trading Day in the Averaging Period for such tender or exchange offer, such Observation Period will be suspended on the first such VWAP Trading Day and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer and the reference in the above definition of "SP1" to "ten" shall be deemed replaced with a reference to "one." Notwithstanding anything to the contrary herein, if a Holder converts a Note, Combination Settlement is applicable to such Note and the Daily Settlement Amount for any VWAP Trading Day during the Observation Period applicable to such Note: (i) is calculated based on a Conversion Rate adjusted on account of any event described in clauses (a) through (e) above; and (ii) includes any Common Shares that, but for this provision, would entitle their holder to participate in such event; then, although the Company shall otherwise treat such Holder as the holder of record of such Common Shares on the last VWAP Trading Day of such Observation Period, the Company shall not permit such Holder to participate in such event on account of such Common Shares. In addition, if a Holder converts a Note and: (iii) Combination Settlement is applicable to such Note; 50
(iv) the record date, effective date or expiration date for any event that requires an adjustment to the Conversion Rate under any of clauses (a) through (e) above occurs: (A) on or after the first VWAP Trading Day of such Observation Period; and (B) on or prior to the last VWAP Trading Day of such Observation Period; and (v) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such record date, effective date or expiration date: (A) includes Common Shares that do not entitle their holder to participate in such event; and (B) is calculated based on a Conversion Rate that is not adjusted on account of such event; then, on account of such conversion, the Company shall, on such record date, effective date or expiration date, treat such Holder, as a result of having converted such Notes, as though it were the record holder of a number of Common Shares equal to the total number of Common Shares that: (vi) are deliverable as part of the Daily Settlement Amount: (A) for a VWAP Trading Day in such Observation Period that occurs on or prior to such record date, effective date or expiration date; and (B) is calculated based on a Conversion Rate that is not adjusted for such event; and (vii) if not for this provision, would not entitle such Holder to participate in such event. (g) Shareholder Rights Plan. If a Holder converts a Note, to the extent that the Company has a rights plan in effect, if Physical Settlement applies to such Note, on the Conversion Date applicable to such Note, and if Combination Settlement applies to such Note on any VWAP Trading Day in the Observation Period applicable to such Note, the Holder converting such Note will receive, in addition to any Common Shares otherwise received in connection with such conversion on such Conversion Date or such VWAP Trading Day, as the case may be, the rights under the rights plan, unless prior to such Conversion Date or such VWAP Trading Day, as the case may be, the rights have separated from the Common Shares, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Shares, Distributed Property as 51
described in Section 4.04(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such rights. (h) Limitation on Transactions. Notwithstanding anything to the contrary herein, the Company shall not undertake any transaction that would result in its being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per Common Share will be less than the par value of the Common Shares. (i) Limitation on Adjustments. Except as stated in this Section 4.04, the Company will not adjust the Conversion Rate for the issuance of Common Shares or any securities convertible into or exchangeable for Common Shares or the right to purchase Common Shares or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) upon the issuance of any Common Shares at a price below the Conversion Price or otherwise, except as set forth in clause (ii) or clause (iii) below; (ii) on account of stock repurchases that are not tender offers referred to in Section 4.04(e) hereof, including structured or derivative transactions, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (iii) upon the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's securities and the investment of additional optional amounts in Common Shares under any plan; (iv) upon the issuance of any Common Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement of or assumed by the Company or any of its Subsidiaries; (v) upon the issuance of any Common Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.04(i)(iii) immediately above and outstanding as of the date the Notes were first issued; (vi) for a change in the par value of the Common Shares; or (vii) for accrued and unpaid interest on the Notes, if any. 52
(j) For purposes of this Section 4.04, the number of Common Shares at any time outstanding shall not include shares held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on Common Shares held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares. Section 4.05 Discretionary and Voluntary Adjustments. (a) Discretionary Adjustments. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs or any function thereof over a span of multiple days (including during an Observation Period), the Company will make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the effective date, Ex-Dividend Date or Offer Expiration Date of the event occurs, at any time during the period when such Last Reported Sale Prices, the Daily VWAPs or function thereof is to be calculated. (b) Voluntary Adjustments. To the extent permitted by applicable law and applicable requirements of The NASDAQ Global Select Market, the Company is permitted (but not required) to increase the Conversion Rate of the Notes (i) by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company's best interest or (ii) to avoid or diminish income tax to holders of Common Shares or rights to purchase Common Shares in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Any backup withholding may be withheld from or set off against payments of cash or the delivery of Common Shares, if any, in respect of the Notes (or payments on the Common Shares) or sale proceeds received by such Holder or beneficial owner or such Holder’s or beneficial owner’s funds or assets. Section 4.06 Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) Increase in the Conversion Rate. If (i) a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, or (ii) the Company delivers to the Holders an Optional Redemption Notice or a Tax Redemption Notice, then the Company shall, to the extent provided herein, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional Common Shares (the "Additional Shares"), as described in this Section 4.06. A conversion of Notes shall be deemed for these purposes to be "in connection with" a Make- Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to the related Fundamental Change Purchase Date or, if such Make-Whole Fundamental Change is not also a Fundamental Change, the 35th Trading Day immediately following the Effective Date for such Make-Whole Fundamental Change (such period, the "Make-Whole Fundamental Change Period"). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Redemption Notice if such Notes have been called (or deemed called) for Redemption and the relevant Conversion Date occurs during the related 53
Redemption period. Accordingly, if the Company elects to redeem less than all of the outstanding Notes as described under Section 11.02, Holders of the Notes not called for Redemption shall not be entitled to convert such Notes on account of the Redemption Notice and shall not be entitled to an increased Conversion Rate for conversions of such Notes (on account of the Redemption Notice) during the applicable Redemption period if such Notes are otherwise convertible, except in accordance with Section 4.01(b)(iv). (b) Cash Mergers. Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Redemption Notice, the Company shall satisfy its obligations under Section 4.03 except that, if the consideration paid to holders of the Common Shares in any Make-Whole Fundamental Change described in clause (2) of the definition of "Fundamental Change" is comprised entirely of cash, then, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the payment and delivery obligations upon the conversion of each $1,000 principal amount of Notes shall be calculated based solely on the Share Price (determined in the manner described in Section 4.06(c)) for such Make-Whole Fundamental Change and shall be deemed to be an amount equal to the applicable Conversion Rate (including any adjustment as described in this Section 4.06) multiplied by such Share Price. In such event, the Company's conversion obligation will be determined and paid to Holders in cash on the third Business Day following the applicable Conversion Date. (c) Determining the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate will be increased for a Holder that converts its Notes in connection with a Make-Whole Fundamental Change or a Redemption shall be determined by reference to the table attached as Schedule A hereto, based on the Effective Date of the Make-Whole Fundamental Change or the date the Company delivers the Redemption Notice and the price per Common Share paid (or deemed paid) in the Make-Whole Fundamental Change (the "Share Price"), as determined under the two immediately following sentences. If the holders of the Common Shares receive only cash in a Make-Whole Fundamental Change described in clause (2) of the definition of "Fundamental Change," the Share Price shall be the cash amount paid per Common Share. Otherwise, the Share Price shall be the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the date the Company gives a Redemption Notice, as applicable. If a conversion in connection with a Redemption Notice would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the effective date of the Redemption Notice or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of such conversion for purposes of this section. (d) Interpolation and Limits. The exact Share Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Share Price is between two Share Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between 54
the number of Additional Shares set forth for the higher and lower Share Prices and the earlier and later dates, as applicable, based on a 365- or 366-day year, as applicable. (ii) If the Share Price is greater than $400.00 per share (subject to adjustment in the same manner as the Share Prices set forth in the column headings of the table in Schedule A hereof), no Additional Shares will be added to the Conversion Rate. (iii) If the Share Price is less than $41.09 per share (subject to adjustments in the same manner as the Share Prices set forth in the column headings of the table in Schedule A hereof), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the Conversion Rate be increased on account of a Make-Whole Fundamental Change or Redemption Notice to exceed 24.3368 Common Shares per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Conversion Rate is required to be adjusted as set forth in Section 4.04 hereof. (iv) The Share Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise required to be adjusted. The adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the same time as the Conversion Rate is required to be adjusted as set forth in Section 4.04. (e) Notices. The Company shall notify the Trustee and Holders of the Effective Date of any Make-Whole Fundamental Change in writing and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) Share Exchange Events. In the case of: (i) any recapitalization, reclassification or change of Common Shares (other than a change to par value or from par value to no par value or changes resulting from a stock split, reverse stock split or other subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the Company; 55
(iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company, its Subsidiaries and its consolidated variable interest entities, taken together as a whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Shares would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a "Share Exchange Event" and any such stock, other securities or other property or assets, "Reference Property," and the amount of Reference Property that a holder of one Common Share immediately prior to such Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a "Reference Property Unit"), then the Company or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of Common Shares in Article 4 were instead a reference to the same number of Reference Property Units. If a Note is submitted for conversion, the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution the Company designates. To make such election, the Company must send notice of such election to the Holder of such Note before the close of business on the business day immediately following the conversion date for such Note, and the Company must arrange for the financial institution to deliver the consideration due upon such conversion in the same manner and at the same time as the Company would have been required to do so. The Company shall remain responsible to deliver such consideration if the financial institution fails to timely deliver the same. If a Share Exchange Event causes the Common Shares to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Share, of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Share. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. Notwithstanding anything to the contrary herein, if holders of Common Shares receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased in accordance with Section 4.06(a)), multiplied by the price paid per share in such transaction and (ii) the Company shall satisfy its conversion obligation by paying cash to converting Holders on than the third Business Day immediately following the Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such 56
Reference Property unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this Article 4. If the Reference Property in respect of any Share Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in Article 9, the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to Article 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 4.07, as promptly as practicable, the Company shall file with the Trustee an Officer's Certificate briefly describing such Share Exchange Event, the composition of a Reference Property Unit for such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Share Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer's Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 4.07. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes as set forth in Section 4.01 and Section 4.02 prior to the effective date of such Share Exchange Event. (d) If an adjustment to the Conversion Rate otherwise required by this Indenture would result in a change of less than 1% to the Conversion Rate, then the Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least 1% to the Conversion Rate; (ii) the conversion date of, or any VWAP trading day of an observation period for, any Note; (iii) the date a fundamental change or make-whole fundamental change occurs; (iv) the date the Company calls any Notes for Redemption; and (v) September 15, 2030 (the “deferral exception”). (e) The provisions of this Section 4.07 shall apply successively to successive Share Exchange Events. Section 4.08 Certain Covenants. (a) Reservation of Shares. To the extent necessary to satisfy its obligations under this Indenture, prior to issuing any Common Shares, the Company will reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the conversion of the Notes. 57
(b) Certain other Covenants. The Company covenants that all Common Shares that may be issued upon conversion of Notes shall be issued in book-entry format, shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any documentary, stamp or similar issue or transfer tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any Common Shares to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed or quoted. Section 4.09 Responsibility of Trustee. The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other securities or property that may at any time be issued or delivered upon the conversion of any Notes; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any Common Shares or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 4. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent. Section 4.10 Notice of Adjustment to the Trustee. Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly (i) file with the Trustee and any Conversion Agent (if other than the Trustee) an Officer's Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment; provided that unless and until a Responsible Officer of the Trustee shall have received such Officer's Certificate at its Corporate Trust Office, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect and (ii) deliver written notice to the Holders, at his or her last address appearing on the Register provided for in Section 2.06 of this Indenture, stating that such adjustment has become effective and the Conversion Rate or conversion privilege as adjusted. Failure to deliver such notice shall not affect the legality, effectiveness or validity of any such adjustment and shall not be an Event of Default under this Indenture. Section 4.11 Notice to Holders. (a) Notice to Holders Prior to Certain Actions. The Company shall deliver written notices of the events specified below at the times specified below and containing the information specified below unless, in each case (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified 58
below at an earlier time or (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event. (i) Issuances, Distributions, and Dividends and Distributions. If the Company (A) announces any issuance of any rights, options or warrants that would require an adjustment in the Conversion Rate pursuant to Section 4.04(b) hereof; (B) authorizes any distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(c) hereof (including any separation of rights from the Common Shares described in Section 4.04(g) hereof); or (C) announces any dividend or distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(d) hereof, then the Company shall deliver to the Holders, as promptly as practicable after the holders of the Common Shares are notified of such event, notice describing such issuance, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and record date for such issuance, dividend or distribution, as the case may be. In addition, the Company shall deliver to the Holders written notice if the consideration included in such issuance, dividend or distribution, or the Ex-Dividend Date or record date of such issuance, dividend or distribution, as the case may be, changes. (ii) Tender and Exchange Offers. If the Company announces any tender or exchange offer that could require an adjustment in the Conversion Rate pursuant to Section 4.04(e) hereof, the Company shall deliver to the Holders on the day it announces such tender or exchange offer, and, if the Company is required to file with the Commission a Schedule TO in connection with such tender or exchange offer, an additional written notice (i) when the Company first files such Schedule TO, which notice shall include the address at which such Schedule TO is available on the Commission's EDGAR system (or any successor thereto), and (ii) whenever the Company files an amendment to such Schedule TO, which notice shall include the address at which such amendment is available on the Commission's EDGAR system (or any successor thereto). (iii) Voluntary Increases. If the Company increases the Conversion Rate pursuant to Section 4.05(b), the Company shall deliver notice to the Holders at least two Scheduled Trading Days prior to the date on which such increase will become effective, which notice shall state the date on which such increase will become effective and the amount by which the Conversion Rate will be increased. 59
(iv) Dissolutions, Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall deliver notice to the Holders at promptly as possible, but in any event prior to the earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be, is expected to become effective or occur, and (ii) the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such dissolution, liquidation or winding-up, as the case may be, which notice shall state the expected effective date and record date for such event, as applicable, and the amount and kind of property that a holder of one Common Share is expected to be entitled, or may elect, to receive in such event. The Company shall deliver an additional written notice to Holders, as promptly as practicable, whenever the expected effective date or record date, as applicable, or the amount and kind of property that a holder of one Common Share is expected to be entitled to receive in such event, changes. Section 4.12 Repayment to the Company (Conversion). To the extent that the aggregate amount of cash deposited by the Company pursuant to this Article IV exceeds the aggregate Conversion Price of the Notes or portions thereof that the Company is obligated to purchase as of the Conversion Date then, following the Conversion Date the Paying Agent shall promptly return any such excess to the Company pursuant to the standing instructions that the Company has on file with the Trustee. ARTICLE 5. COVENANTS Section 5.01 Payment of Principal, Interest and Fundamental Change Purchase Price . The Company covenants and agrees that it will cause to be paid the principal of (including the Fundamental Change Purchase Price) and accrued and unpaid interest, if any, on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. Section 5.02 Maintenance of Office or Agency. The Company will maintain in the continental United States an office of the Paying Agent, an office of the Registrar and an office or agency where Notes may be surrendered for conversion ("Conversion Agent") and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee. 60
The Company may also from time to time designate as co-registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the continental United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms "Paying Agent" and "Conversion Agent" include any such additional or other offices or agencies, as applicable. The Company hereby initially designates Citibank, N.A. as the Paying Agent, Registrar, Custodian and Conversion Agent, and its Corporate Trust Office, which shall be in the continental United States, shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Company may, however, change the Paying Agent or Registrar without notice to the Holders. The Company or its Affiliates may act as Paying Agent or Registrar. In acting hereunder and in connection with the Notes, the Paying Agent, Registrar and Conversion Agent shall act solely as an agent of the Company, and will not thereby assume any obligation towards or relationship of agency or trust for or with any Holder. With respect to any Global Note, the Corporate Trust Office of the Trustee or any Paying Agent shall be the place of payment where such Global Note may be presented or surrendered for payment or conversion or for registration of transfer or exchange, or where successor Notes may be delivered in exchange therefor; provided, however, that any such payment, conversion, presentation, surrender or delivery effected pursuant to the Applicable Procedures for such Global Note shall be deemed to have been effected at the place of payment for such Global Note in accordance with the provisions of this Indenture. Section 5.03 Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.03: (i) that it will hold all sums held by it as such agent for the payment of the principal of and accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price for, the Notes held in trust for the benefit of the holders of the Notes; (ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of and accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price for, the Notes when the same shall be due and payable; and (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. The Company shall, on or before each due date of the principal of and accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price for, the Notes, deposit 61
with the Paying Agent a sum in U.S. dollars sufficient to pay such principal, accrued and unpaid interest, or any Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on such date. (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of and accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price for, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such amount so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any such payment when the same shall become due and payable. (c) Anything in this Section 5.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and accrued and unpaid interest, if any, on, or any Fundamental Change Purchase Price for, any Note and remaining unclaimed for two years after such principal, accrued and unpaid interest, or any Fundamental Change Purchase Price has become due and payable shall be paid to the Company on request of the Company contained in an Officer's Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the Company shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. (e) The Trustee and the Paying Agent shall not be obliged to make any payment until such time as it has received sufficient funds in order to make such payment. Section 5.04 Reports. (a) The Company will file with the Trustee, within 15 calendar days after it is required to file the same with the Commission (after giving effect to all applicable grace periods under the Exchange Act), copies of the quarterly and annual reports and of the information, documents and other reports, if any, that it is required to file with the Commission 62
pursuant to Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Company files with the Commission through the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of this Section 5.04 at the time of such filing through the EDGAR system (or such successor thereto); provided, however, that the Trustee shall have no responsibility to determine whether such filings have been made. The “grace periods” referred to in the second preceding paragraph with respect to any report will include the maximum period afforded by Rule 12b-25 (or any successor rule thereto) under the Exchange Act regardless of whether we file, or indicate in the related Form 12b-25 (or any successor form thereto) that the Company expects to or will file, such report before the expiration of such maximum period. (b) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates). (c) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will, so long as any of the Notes or the Common Shares delivered upon conversion of the Notes will, at such time, constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and will, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or such Common Shares the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such Common Shares pursuant to Rule 144A under the Securities Act. The Company will take such further action as any Holder or beneficial owner of such Notes or such Common Shares may reasonably request from time to time to enable such Holder or beneficial owner to sell such Notes or such Common Shares in accordance with Rule 144A under the Securities Act, as such rule may be amended from time to time. Section 5.05 Statements as to Defaults. The Company is required to deliver to the Trustee, within 135 days after the end of each fiscal year beginning with the end of the year of the original issue date of the Notes (which fiscal year ends December 31, 2025), an Officer's Certificate, stating whether or not to the knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and, if the Company is in default, specifying all such Default or Event of Defaults and the nature and the status thereof of which he or she may have knowledge. In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 calendar days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer's Certificate setting forth the details of such Default or Event of Default, its status and the action that the Company proposes to take with respect thereto. Such Officer's Certificate shall also comply with any additional requirements set forth in Section 5.07 hereof. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received notice thereof at its Corporate Trust Office and such notice references the Company, this Indenture and the Notes. 63
Section 5.06 Additional Interest Notice. If Additional Interest is payable by the Company pursuant to Section 5.08 hereof or Section 6.03 hereof, the Company shall deliver to the Trustee an Officer's Certificate, prior to the Regular Record Date for each applicable Interest Payment Date, to that effect stating (a) the amount of such Additional Interest that is payable and (b) the date on which such interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer's Certificate setting forth the particulars of such payment. Section 5.07 Compliance Certificate and Opinions of Counsel. (a) Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. (c) All applications, requests, certificates, statements or other instruments given under this Indenture shall be without personal recourse to any individual giving the same and may include an express statement to such effect. Section 5.08 Additional Interest. 64
(a) If, at any time during the six-month period beginning on, and including, the date which is six months after the Original Issuance Date, the Company fails to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (other than reports on Form 6K), or the Notes are not otherwise Freely Tradable, including pursuant to Rule 144 under the Securities Act, by Holders other than "affiliates" (within the meaning of Rule 144) of the Company or Holders that were "affiliates" (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) the Company shall pay Additional Interest that will accrue on the Notes at the rate of 0.25% per annum of the principal amount of Notes then Outstanding for each day during such period for which the Company's failure to file has occurred and is continuing or the Notes are not otherwise Freely Tradable by Holders other than "affiliates" (within the meaning of Rule 144) of the Company or Holders that were "affiliates" (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer; provided that such period shall end on the date that is one year from the Original Issuance Date. (b) The Company will use reasonable efforts to cause the Notes, to bear an unrestricted CUSIP number no later than the 370th day after the Original Issuance Date of the Notes, subject to the Applicable Procedures. If, and for so long as, the Restricted Notes Legend has not been removed (or deemed removed) from the Notes held by non-affiliates, the Notes held by non-affiliates are not assigned (or deemed assigned) an unrestricted CUSIP number or the Notes are not otherwise Freely Tradable by Holders other than "affiliates" (within the meaning of Rule 144) of the Company or Holders that were "affiliates" (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 370th day after the Original Issuance Date, the Company will pay Additional Interest on the Notes. Additional Interest will accrue on the Notes at the rate of 0.25% per annum of the principal amount of Notes then outstanding until such Restricted Notes Legend is removed (or deemed removed), the Notes are assigned (or deemed assigned) an unrestricted CUSIP number and the Notes are Freely Tradable by Holders other than "affiliates" (within the meaning of Rule 144) of the Company or Holders that were "affiliates" (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer; provided, however, that no additional interest shall accrue or be owed pursuant to this Section 5.08 until the tenth calendar day following written notification to the Company by the Trustee or any Holder or beneficial owner of the Notes requesting that the Company complies with its obligations described in this Section 5.08(b) (which notice may be given at any time after the 330th day after the Original Issuance Date). (c) Such Additional Interest that is payable shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and, subject to 5.08(d), will be in addition to any Additional Interest that may accrue as described under Section 6.03. Section 5.09 Corporate Existence. Subject to Article 9, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company 65
shall not be required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business of the Company. Section 5.10 Restriction on Resales. The Company shall not, and shall use reasonable efforts to not permit any Affiliate of the Company to, resell any of the Notes that have been reacquired by the Company or any of such Affiliate. Section 5.11 Company to Furnish Trustee Names and Addresses of Holders. The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If at any time the Trustee is not the Registrar, the Company will furnish or cause to be furnished to the Trustee (a) semi-annually, not later than the 15th day after each Regular Record Date, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, of the names and addresses of the Holders, as of such preceding Regular Record Date, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. Section 5.12 Additional Amounts. (a) All payments and deliveries made by, or on behalf of the Company (including, for the purposes of this Section 5.12, any successor to the Company) under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Purchase Price), payments of interest and deliveries of Common Shares or other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including interest and penalties related thereto) (collectively, "Applicable Taxes") imposed or levied by or within the jurisdiction in which the Company is, for tax purposes, organized or resident or engaged in business or through which payment is made by or on behalf of the Company for purposes of the tax law of that jurisdiction (or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a "Relevant Taxing Jurisdiction"), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company shall pay to the Holder of each Note such additional amounts (the "Additional Amounts") as may be necessary to ensure that the net amount received by the Holder after such withholding or deduction (including any such withholding or deduction on such Applicable Taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such Holder had no such withholding or deduction been required; provided, however, that no Additional Amounts will be payable: (i) for or on account of: (1) any Applicable Taxes to the extent such Applicable Taxes would not have been imposed but for: 66
(A) the existence of any present or former connection between the Holder or the beneficial owners (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) of such Note and the Relevant Taxing Jurisdiction, including, without limitation, being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein or otherwise having some present of former connection with the taxing jurisdiction, but excluding the mere holding or enforcement of such Note or the receipt of payments thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the Fundamental Change Purchase Price, if applicable) and interest on, such Note or the delivery of Common Shares and other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (C) the failure of the Holder or the beneficial owners (to the extent they were legally entitled to do so), to comply with a timely request from the Company to provide certification, information, documents or other evidence concerning such Holder's or such beneficial owners' nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation, treaty or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owners; (2) any estate, inheritance, gift, sale, transfer, personal property or similar Applicable Taxes; (3) any Applicable Taxes to the extent such Applicable Taxes result from the presentation of any Note for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Note for payment by at least one other Paying Agent; 67
(4) any Applicable Taxes that are payable otherwise than by deduction or withholding from payments under or with respect to the Notes; (5) all United States federal backup withholding taxes; (6) any Applicable Taxes required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended ("FATCA"), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (7) any combination of Applicable Taxes referred to in the preceding clauses (1) through (6). (ii) In addition to the foregoing, the Company shall pay and indemnify the Holder or beneficial owner for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Applicable Taxes levied or imposed by any jurisdiction on the execution, delivery, registration or enforcement of any of the Notes or any other document or instrument referred to therein (other than a transfer of Notes following the date of this Indenture), or the receipt of any payments with respect thereto (limited, solely in the case of Applicable Taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Tax Jurisdiction that are not excluded under clauses (1) through (5) and (6) or any combination thereof). (iii) If the Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company shall deliver to the Trustee and the Paying Agent on a date at least 30 days prior to the date of payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustee in writing promptly thereafter) an Officer's Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer's Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts received from the Company on the relevant payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer's Certificate as conclusive proof that such payments are necessary. The Company shall provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. 68
(iv) The Company shall make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. The Company shall use reasonable efforts to obtain tax receipts from each taxing authority evidencing the payment of any Applicable Taxes so deducted or withheld. (v) Furthermore, Additional Amounts shall not be paid for any Applicable Taxes with respect to any payment of the principal of (including the Fundamental Change Purchase Price, if applicable) and interest on, such Note or the delivery of Common Shares or other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or Person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) Any reference in this Indenture or the Notes in any context to the delivery of Common Shares or other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of any Note or the payment of principal of (including the Fundamental Change Purchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 5.12. (c) Each Holder entitled to any Additional Amounts shall cooperate with the Company, the Trustee and the Paying Agent in providing any information or documentation reasonably requested by the Company, the Trustee or the Paying Agent to confirm the identity and/or tax status of such Holder and any affected beneficial owner (to the extent necessary to establish such Holder's entitlement to Additional Amounts) and to assist the Company or the Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The Company shall furnish to the Trustee an Officer’s Certificate or any other documentation reasonably satisfactory to the Trustee evidencing the payment of any Applicable Taxes so deducted or withheld and the amount of any Additional Amounts payable thereon. Copies of such documentation shall be made available by the Trustee to the relevant Holders upon written request to the Trustee. (d) The above obligations will survive termination, defeasance or discharge of this Indenture or any transfer by a Holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction where any successor to the Company is, for tax purposes, organized or resident or engaged in business or through which payment is made by, or on behalf of, any successor to the Company (or any political subdivision or taxing authority thereof or therein). 69
ARTICLE 6. REMEDIES Section 6.01 Events of Default. Each of the following events shall be an "Event of Default" with respect to the Notes: (a) default in any payment of interest on any Note when due and payable, and the default continues for a period of more than 30 calendar days; (b) default in the payment of the principal on any Note (including the Fundamental Change Purchase Price, if applicable) when due and payable on the Maturity Date, upon Optional Redemption, upon required repurchase, upon declaration of acceleration or otherwise; (c) failure by the Company to comply with its obligations under Article 4 hereof to convert the Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, upon exercise of a Holder's conversion right and such failure continues for a period of five Business Days; (d) failure by the Company to comply with its obligations under Article 9 hereof; (e) failure by the Company to issue a notice in accordance with the provisions of Section 3.02 hereof for a period of five business days after such notice becomes due; (f) failure by the Company for 90 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding (a copy of which notice, if given by Holders, must also be given to the Trustee) has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 6.01 specifically provided for or that is not applicable to the Notes), which notice shall state that it is a "Notice of Default" hereunder; (g) default by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any indebtedness for money borrowed in excess of $75,000,000 (or its foreign currency equivalent at the time) in the aggregate of the Company and/or any of the Subsidiaries of the Company, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared immediately due and payable or (ii) constituting a failure to pay the principal or interest of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such Default remains uncured or such acceleration is not rescinded for 30 days after the date on which written notice shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 70
(h) the Company or any Significant Subsidiary of the Company shall commence a voluntary case or other proceeding seeking the liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company's or such Significant Subsidiary of the Company's property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or (i) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary of the Company seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary of the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty consecutive days. Section 6.02 Acceleration; Waiver. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(h) hereof or Section 6.01(i) hereof with respect to the Company) occurs and is continuing, and is known to a Responsible Officer of the Trustee, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Notes then Outstanding by written notice to the Company and the Trustee, may, and the Trustee at the written request of such Holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of and accrued and unpaid interest, if any, on all Notes shall automatically become due and payable. For the avoidance of doubt, and without limiting the manner in which any Default can be cured, (A) a Default consisting of a failure to send a notice in accordance with this Indenture shall be cured upon the sending of such notice; (B) a Default in making any payment on (or delivering any other consideration in respect of) any Note will be cured upon the delivery, in accordance with this Indenture, of such payment (or other consideration) together, if applicable, with Additional Interest thereon; and (C) a Default that is (or, after notice, passage of time or both, would be) an Event of Default related to failure to file report(s) will be cured upon the filing of the relevant report(s) giving rise to such Default. In addition, for the avoidance of doubt, if a Default that is not an Event of Default is cured or waived before such Default would have constituted an Event of Default, then no Event of Default will result from such Default. (b) The Holders of a majority in aggregate principal amount of Notes at the time outstanding, by written notice to the Trustee and the Company, may waive any current Default or Event of Default (except with respect to (i) any failure by the Company to pay the 71
principal of or accrued interest on the Notes (including the Fundamental Change Purchase Price, if applicable), (ii) any failure by the Company to comply with its obligations to purchase Notes when required to do so under Article 3, (iii) any failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iv) any covenant or provision of this Indenture or the Notes that cannot be modified or amended without the consent of all Holders as provided for in Section 8.02) and may rescind any acceleration of the notes if (x) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (y) all existing Events of Default, other than the nonpayment of the principal of and interest on the Notes have become due solely by such acceleration, have been cured or waived and (z) the Company has paid the Trustee its compensation and reimbursed the Trustee (in each of its capacities hereunder) for its expenses (including the reasonable fees and expenses of its counsel), disbursements and advances. (c) Each Holder shall have the right to receive payment or delivery, as the case may be, of: (i) the principal (including the Redemption Price or the Fundamental Change Purchase Price, if applicable) of; (ii) accrued and unpaid interest, if any, on; and (iii) the consideration due upon conversion of its Notes, on or after the respective due dates expressed or provided for herein, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected without the consent of such Holder. Section 6.03 Additional Interest. (a) Notwithstanding Section 6.02 hereof, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company's failure to comply with Section 5.04(a) hereof (such Event of Default, a "Reporting Event of Default"), will, after the occurrence of such Reporting Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for the first 180 days during which such Event of Default has occurred and is continuing, beginning on, and including, the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the principal amount of the Notes Outstanding for each day during the next 185-day period during which such Reporting Event of Default occurs and is continuing beginning on, and including, the 181st day such an Event of Default first occurred.. (b) In no event shall Additional Interest payable at the Company's election for failure to comply with its reporting obligations as set forth under Section 5.04(a), together with any Additional Interest that may accrue as a result of the Company's failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), accrue at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. For the avoidance of doubt, any Additional Interest that accrues on a Note pursuant to Section 6.01 will be in addition to the stated interest that accrues on such Note and, subject to the preceding sentence, in addition to any Additional Interest that accrues on such Note pursuant to Section 5.08. If the Company elects to pay, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to the reporting 72
obligations is not waived or cured prior to the 366th day) after the date on which the Reporting Event of Default occurred (if such Reporting Event of Default has not been cured or waived prior to such 366th day), the Notes will be subject to acceleration as provided in Section 6.02 hereof. (c) In order to elect to pay the Additional Interest as the sole remedy during the first 180 days after the occurrence of a Reporting Event of Default, the Company must notify all Holders of Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day period. Upon the Company's failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02 hereof. Except as provided in the Section 6.03(d) below, nothing in this Section 6.03 shall affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay Additional Interest following a Reporting Event of Default or the Company elects to pay Additional Interest but does not pay the Additional Interest when due, the Notes will be subject to acceleration as provided in Section 6.02 hereof. (d) Such Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and will be separate and distinct from, and in addition to any Additional Interest that may accrue pursuant to Section 5.08. (e) With regard to any Reporting Event of Default, no Additional Interest shall accrue, and no right to declare the principal or other amounts due and payable in respect of the Notes shall exist, after such Reporting Event of Default has been cured. Section 6.04 Control by Majority. At any time, the Holders of a majority of the aggregate principal amount of the then Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to the Trustee's duties under Article 12 hereof, that the Trustee determines to be unduly prejudicial to the rights of a Holder or to the Trustee (it being understood that the Trustee shall not have an obligation to determine if such direction is unduly prejudicial to the rights of any such Holders), or that would potentially involve the Trustee in personal liability unless the Trustee is offered indemnity and/or security satisfactory to it in its sole discretion against any loss, liability or expense to the Trustee that may result from the Trustee's instituting such proceeding as the Trustee. Prior to taking any action hereunder, the Trustee will be entitled to indemnification and/or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. Section 6.05 Limitation on Suits. Subject to Section 6.06 hereof, no Holder may pursue a remedy with respect to this Indenture or the Notes unless: (a) such Holder has previously delivered to the Trustee written notice that an Event of Default has occurred and is continuing; (b) the Holders of at least 25% of the aggregate principal amount of the then Outstanding Notes deliver to the Trustee a written request that the Trustee pursue a remedy with respect to such Event of Default; 73
(c) such Holder or Holders have offered and, if requested, provided to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or other expense of compliance with such written request; (d) the Trustee has not complied with such written request within 60 days after receipt of such written request and offer of indemnity and/or security; and (e) during such 60-day period, the Holders of a majority of the aggregate principal amount of the then Outstanding Notes did not deliver to the Trustee a direction inconsistent with such written request. Section 6.06 Rights of Holders to Receive Payment and to Convert. Notwithstanding anything to the contrary elsewhere in this Indenture, the right, which is absolute and unconditional, of any Holder to receive payment of the principal and interest on, Fundamental Change Purchase Price for, on or after the respective due date, and to convert its Notes and receive the payment or delivery of cash, Common Shares or combination of cash and Common Shares, if any, as the case may be, due with respect to such Notes in accordance with Article 4 hereof, or to bring suit for the enforcement of any such payment or conversion rights, will not be impaired or affected without the consent of such Holder and will not be subject to the requirements of Section 6.05 hereof. Section 6.07 Collection of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 6.01(a), 6.01(b) or 6.01(c) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of and interest on, Fundamental Change Purchase Price for, and the amount of cash, the number of Common Shares or the combination of cash and Common Shares, if any, as the case may be, due upon the conversion of, the Notes, as the case may be, and such further amount as is sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements and advances of the Trustee (jn each of its capacities hereunder), its agents and counsel, as well as any other amounts that may be due to the Trustee (in each of its capacities hereunder) under Section 10.07 hereof. Section 6.08 Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the compensation and expenses, disbursements and advances of the Trustee (in each of its capacities hereunder), its agents and counsel, including any other amounts that may be due to the Trustee (in each of its capacities hereunder) under Section 10.07 hereof, be for the ratable benefit of the Holders in respect of which such judgment has been recovered. Section 6.09 Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or 74
deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee (in each of its capacities hereunder), its agents and counsel, and any other amounts due the Trustee (in each of its capacities hereunder) under Section 10.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee (in each of its capacities hereunder) under Section 10.07 hereof out of the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and is paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 6.11 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 6.12 Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be. Section 6.13 Priorities. If the Trustee collects any money pursuant to this Article 6, it will pay out the money in the following order: 75
FIRST: to the Trustee, the Paying Agent, the Custodian, the Registrar, and the Conversion Agent, their agents and attorneys for amounts due under this Indenture, including, without limitation, under Section 10.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee (in each of its capacities hereunder) and the costs and expenses of collection; SECOND: to the Holders, for any amounts due and unpaid on the principal of and unpaid interest on, Fundamental Change Purchase Price for, and any cash due upon conversion of, any Note, without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs. The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.13. If the Trustee so fixes a record date and a payment date, at least 15 calendar days prior to such record date, the Trustee will deliver to each Holder a written notice, which notice will state such record date, such payment date and the amount of such payment. Section 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder, by such Holder's acceptance of a Note, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Notes then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of and accrued and unpaid interest, if any, on, Fundamental Change Purchase Price for, any Note on or after the due date expressed or provided for in this Indenture or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 4 hereof. Section 6.15 Waiver of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully do so, it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company, to the extent that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will instead suffer and permit the execution of every such power as though no such law has been enacted. 76
ARTICLE 7. SATISFACTION AND DISCHARGE Section 7.01 Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on a Redemption Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, a number of Common Shares, or a combination of cash and Common Shares, if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee (in each of its capacities hereunder) for any costs or expenses incurred by the Trustee (in each of its capacities hereunder), including the reasonable fees and expenses of its counsel, and to compensate the Trustee (in each of its capacities hereunder) for any services thereafter rendered by the Trustee (in each of its capacities hereunder) in connection with this Indenture or the Notes. Section 7.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 7.04 hereof, all monies and Common Shares, as the case may be, deposited with the Trustee pursuant to Section 7.01 hereof shall be held in trust for the sole benefit of the Holders of the Notes, and such monies and Common Shares shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular Notes for the payment or settlement of which such monies or Common Shares, or both, as the case may be, have been deposited with the Trustee, of all sums or amounts due and to become due thereon for principal and interest, if any. Section 7.03 Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all monies and Common Shares, as the case may be, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to 77
it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies and Common Shares, or both, as the case may be. Section 7.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies and Common Shares deposited with or paid to the Trustee for payment of the principal of or interest, if any, on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two (2) years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability of the Trustee shall thereupon cease with respect to such monies and Common Shares; and the Holder shall thereafter look only to the Company for any payment or delivery that such Holder may be entitled to collect unless an applicable abandoned property law designates another Person. Section 7.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or Common Shares, or both, as the case may be, in accordance with Section 7.02 hereof by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 7.01 hereof until such time as the Trustee or the Paying Agent is permitted to apply all such money and Common Shares in accordance with Section 7.02 hereof; provided, however, that if the Company makes any payment of interest on, principal of or payment or delivery in respect of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Common Shares, if any, held by the Trustee or Paying Agent. ARTICLE 8. SUPPLEMENTAL INDENTURES Section 8.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture or the Notes; (b) to conform the terms of this Indenture or the Notes to the description thereof in the Preliminary Offering Memorandum, as supplemented by the pricing term sheet related to the offering of the Notes; (c) to evidence the succession by a Successor Company and to provide for the assumption by a Successor Company of the Company's obligations under the Indenture; (d) to add guarantees with respect to the Notes; (e) to secure the Notes; 78
(f) to add to the Company's covenants such further covenants, restrictions or conditions for the benefit of the Holders or surrender any right or power conferred upon the Company by the Indenture; (g) to make any other change that does not adversely affect the rights of any Holder in any material respect (other than any Holder that consents to such change); (h) to provide for a successor Trustee; (i) upon the occurrence of a Share Exchange Event, solely (x) to provide that the Notes are convertible into Reference Property, as required under Section 4.07, and (y) to effect the related changes to the terms of the Notes required under Section 4.07, in each case, in accordance with the applicable provisions hereof; (j) to comply with the Applicable Procedures; (k) to irrevocably elect a Settlement Method or eliminate, in the aggregate, any one or two Settlement Methods or, in the case of Combination Settlement, irrevocably elect a Specified Dollar Amount; or (l) comply with any requirement of the SEC in connection with effecting or maintaining the qualification of this Indenture or any Supplemental Indenture under the Trust Indenture Act, as then in effect. Section 8.02 Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Notes) (i) the Company, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture and (ii) any past Default or compliance with any covenants or provisions of this Indenture may be waived (other than a Default or an Event of Default resulting from the failure to pay principal or interest on the Notes, the Fundamental Change Purchase Price, to pay or deliver, as the case may be, the amount of cash, the number of Common Shares or combination of cash and Common Shares, if any, as the case may be, due upon conversion of a Note); provided, however, that no such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) reduce the percentage in aggregate principal amount of Notes then Outstanding necessary to waive any past Default or Event of Default; (b) reduce the rate of interest on any Note or change the time for payment of interest on any Note; (c) reduce the principal of any Note or change the Maturity Date of any Note; 79
(d) change the place or currency of payment on any Note; (e) make any change that adversely affects the conversion rights of any Notes; (f) reduce the Redemption Price or the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the rights of the Holders of the Notes the Company's obligation to pay the Fundamental Change Purchase Price, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (g) impair the right of any Holder of Notes to receive payment of principal of and interest, if any, on, its Notes, or the right to receive payment or delivery, as the case may be, of the amount of cash, the number of Common Shares or the combination of cash and Common Shares, if any, as the case may be, due upon conversion of its Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment or delivery, as the case may be, with respect to such Holder's Notes; (h) modify the ranking provisions of this Indenture in a manner that is adverse to the rights of the Holders of the Notes; (i) change the provisions of Section 5.12 in a manner that is adverse to the rights of the Holders of the Notes; or (j) make any change to the provisions of this Article 8 that requires each Holder's consent or in the waiver provisions of this Indenture if such change is adverse to the rights of Holders of the Notes. Notwithstanding the foregoing, any Holder may agree to waive any rights such Holder (and only such Holder) may have with respect to Notes held by such Holder. It shall not be necessary for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 calendar days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. Section 8.03 Notice of Amendment or Supplement. After an amendment or supplement under this Article 8 becomes effective, the Company shall provide to the Holders a written notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement. 80
Section 8.04 Trustee to Sign Amendments, Etc.. The Trustee shall sign any amendment or supplement authorized pursuant to this Article 8 if the amendment or supplement does not affect the rights, duties, liabilities, indemnities or immunities of the Trustee (in any of its capacities hereunder). If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee shall receive, and, shall be fully protected in conclusively relying upon, an Officer's Certificate and an Opinion of Counsel provided at the expense of the Company, each stating that such amendment or supplement is authorized and permitted by the Indenture and that such amendment or supplement is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. ARTICLE 9. SUCCESSOR COMPANY Section 9.01 Company May Consolidate, Etc. on Certain Terms. The Company shall not amalgamate or consolidate with, merge with or into or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than Excepted Transfers), unless: (a) the resulting, surviving or transferee Person (the "Successor Company") is a corporation organized and validly existing under the laws of the United States of America, any State thereof, the District of Columbia, the Islands of Bermuda, the Republic of the Marshall Islands, the United Kingdom, Norway or Cyprus, and the Successor Company (if not the Company) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture as applicable to the Notes (including, for the avoidance of doubt, the obligation to pay Additional Amounts, as set forth in Section 5.12); (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, upon the occurrence of any such transaction, the Notes would become convertible into, or exchangeable for, securities issued by an issuer other than the Successor Company pursuant to the terms of this Indenture, then (x) such securities are common shares issued by a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Islands of Bermuda, the Republic of the Marshall Islands, the United Kingdom, Norway or Cyprus and (y) if such Successor Company is a wholly owned subsidiary of the issuer of such securities based on which the Notes have become convertible or exchangeable, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company's obligations under the Notes; (d) all the conditions specified in this Article 9 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and the Company shall be discharged from its 81
obligations under the Notes and the Indenture except in the case of any such lease. Following any conveyance, transfer or lease of the Company’s properties and assets substantially as an entirety to one or more its subsidiaries, the notes will remain convertible based on the Common Shares of the Company subject to Section 4.07. For purposes of this Section 9.01, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person (other than Excepted Transfers), which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall be deemed to be the transfer of the properties and assets of the Company substantially as an entirety to another Person. Section 9.02 Successor Corporation to Be Substituted. In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease and upon the assumption by the Successor Company (if other than the Company), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium (including any Fundamental Change Purchase Price), if any, accrued and unpaid interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may be, of any Settlement Amount due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company under this Indenture, such Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Indenture, with the same effect as if it had been named herein as the party of the first part; provided, however, that in the case of a conveyance, transfer or lease to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company, the Notes will remain convertible based on the Common Shares and into cash, Common Shares, or a combination of cash and Common Shares, if any, as the case may be, in accordance with Section 4.03 hereof, but subject to adjustment (if any) in accordance with Section 4.07 hereof. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, upon receipt of a Company Order, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of a lease), the Person named as the "Company" in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. 82
In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. Section 9.03 Opinion of Counsel to Be Given to Trustee. In the case of any such amalgamation, merger, consolidation, conveyance, transfer or lease the Trustee shall receive an Officer's Certificate and an Opinion of Counsel each stating that any such amalgamation, consolidation, merger, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture. ARTICLE 10. THE TRUSTEE Section 10.01 Duties and Responsibilities of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured or waived) and a Responsible Officer of the Trustee has notice of such fact in accordance with the terms of this Indenture, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care in their exercise, as a prudent person would use in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the 83
Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding determined as provided in Section 1.03 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; (iv) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section; (v) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Registrar with respect to the Notes; and (vi) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is ground for believing that the repayment of such funds or adequate indemnity and/or security satisfactory to the Trustee against such risk or liability is not assured to it. Section 10.02 Notice of Defaults. The Trustee shall give the Holders notice of any Default of which a Responsible Officer of the Trustee has received written notice of within 90 days after the occurrence thereof so long as such Default is continuing; provided, that (except in the case of any Default in the payment of principal amount of, or interest on, any of the Notes or Fundamental Change Purchase Price or a default in the delivery of the consideration due upon conversion), the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in the interest of the Holders of Notes. 84
Section 10.03 Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 10.01: (a) the Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original, PDF or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order) and/or an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be provided or established prior to taking, suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may require and rely upon a Board Resolution, an Opinion of Counsel and/or an Officer’s Certificate and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance thereon; (d) the Trustee may consult with counsel of its own selection and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance and reliance with such advice or Opinion of Counsel; (e) the Trustee shall be under no obligation to take any action or exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or thereby; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney (at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation); (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder; 85
(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (i) in no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Company, the Notes and the Indenture; (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated and/or indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including, without limitation, as Paying Agent, Registrar, Custodian and Conversion Agent, and each agent, custodian and other Person employed to act hereunder; (l) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (m) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; and (n) the permissive rights of the Trustee enumerated herein shall not be construed as duties. Section 10.04 No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Company but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. Section 10.05 Trustee, Paying Agents, Conversion Agent or Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent, theRegistrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Paying Agent, Conversion Agent, Registrar or such other agent. 86
Section 10.06 Monies to be Held in Trust. Subject to the provisions of Section 10.07, all monies and properties received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee. Section 10.07 Compensation, Expenses and Indemnity of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for all out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision). The Company also covenants to indemnify the Trustee, and to hold the Trustee harmless against, any and all loss, liability, claim or expense incurred without gross negligence or willful misconduct on the part of the Trustee (as determined by a court of competent jurisdiction in a final non-appealable decision), and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this Indenture, including, without limitation, this Section 10,07. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim with counsel reasonably satisfactory to the Trustee and the Trustee shall provide reasonable cooperation in such defense at the Company’s expense. The Trustee may have one firm of separate counsel and the Company shall be required to pay the reasonable and documented fees and expenses of such separate counsel (provided, that, in addition to such separate counsel, in the event local counsel shall also be required, the Trustee shall also have the right to obtain such local counsel and the Company shall also pay the reasonable fees and expenses of such local counsel). The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any settlement that involves the Trustee may not be entered into without the written consent of the Trustee (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The obligations of the Company under this Section 10.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the 87
Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Company under this Section shall survive the termination, satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee and its agents incur expenses or render services after an Event of Default specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws. The term “Trustee” for purposes of this Section 10,07 shall include (i) any predecessor or successor Trustee (provided, that, the gross negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder), and (ii) the Trustee in each of its capacities hereunder, including, without, limitation, as Authenticating Agent, Paying Agent, Custodian, Conversion Agent and Registrar. All indemnification and releases from liability granted hereunder to the Trustee shall extend to its officers ,directors, employees, agents duly appointed by the Trustee pursuant to the terms hereof, and successors and assigns. Section 10.08 Officer's Certificate as Evidence. Except as otherwise provided in Section 10.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee (as determined by a court of competent jurisdiction in a final non-appealable decision), be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee. Section 10.09 [Reserved]. Section 10.10 Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that has a combined capital and surplus of at least $50,000,000 (or if such Person is a member of a bank holding company system, its bank holding company shall have a combined capital and surplus of at least $50,000,000). If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 10.10, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 10.11 Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving written notice of such resignation to the Company and to the Holders of Notes. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment thirty (30) days after the delivery of 88
such notice of resignation to the Holders, the resigning Trustee may, upon ten (10) Business Days' notice to the Company and the Holders, petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or, if any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, subject to the provisions of Section 6.14, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.10 and shall fail to resign after written request therefor by the Company or by any such Holder; or (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.14, any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee; provided, however, that if no successor Trustee shall have been appointed and have accepted appointment thirty (30) days after either the Company or the Holders has removed the Trustee, the Trustee so removed may petition at the Company's expense any court of competent jurisdiction for an appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may at any time remove the Trustee and nominate a successor trustee which shall be deemed appointed as successor trustee unless, within ten (10) days after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any Holder, or if such Trustee so removed or any Holder fails to act, the Company, upon the terms and conditions and otherwise as provided in Section 10.11(a), may petition, at the expense of the Company, any court of competent jurisdiction for an appointment of a successor trustee. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 10.11 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.12. 89
Section 10.12 Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 10.11 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amount then due it pursuant to the provisions of Section 10.07, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property and funds held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 10.07. No successor trustee shall accept appointment as provided in this Section 10.12 unless, at the time of such acceptance, such successor trustee shall be eligible under the provisions of Section 10.10. Upon acceptance of appointment by a successor trustee as provided in this Section 10.12, the Company (or the former trustee, at the written direction of the Company) shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders of Notes at their addresses as they shall appear on the Register. If the Company fails to deliver such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company. Section 10.13 Succession by Merger, Etc. Any corporation into which the Trustee may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, exchange or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including any trust created by this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that in the case of any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, such corporation shall be eligible under the provisions of Section 10.10. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or Authenticating Agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or any Authenticating Agent appointed by such successor trustee may authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shall have the full force that is provided in the Notes or in this Indenture; provided, 90
however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, exchange or consolidation. Section 10.14 [Reserved]. Section 10.15 Trustee's Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. ARTICLE 11. OPTIONAL REDEMPTION Section 11.01 Optional Redemption for Changes in Withholding Taxes. (a) The Company may redeem the Notes at its option, in whole but not in part (a "Tax Redemption"), at any time upon giving not less than 45 nor more than 60 days' prior notice (a "Tax Redemption Notice") to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures pursuant to Section 12.08 (provided that if the Company elects physical settlement in respect of the conversions for which the Tax Redemption Date (as defined below) occurs on or after the date on which the Company gives a Tax Redemption Notice, then the Company shall provide not less than 10 nor more than 50 Scheduled Trading Days' prior notice before the Tax Redemption Date), at a redemption price (the "Tax Redemption Price") equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for the Tax Redemption (a "Tax Redemption Date") and all Additional Amounts (if any) then due and which shall become due on the Tax Redemption Date as a result of the Tax Redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts, and (1) the Company cannot avoid such requirement by taking reasonable measures available to it (including the designation of a different the paying agent) and (2) the requirement arises as a result of: (i) any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing 91
Jurisdiction which change or amendment has not been announced as formally proposed before and becomes effective on or after June 25, 2025 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after June 25, 2025, such later date); or (ii) any amendment to, or change in, an official written interpretation or application of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change has not been announced as formally proposed before and becomes effective on or after June 25, 2025 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after June 25, 2025, such later date). (b) The Company shall not give any Tax Redemption Notice earlier than 60 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes was then due, and the obligation to pay Additional Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, delivering of any Tax Redemption Notice pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel to the effect that there has been such amendment or change which would entitle the Company to redeem the Notes hereunder. (c) In addition, before the Company publishes or delivers a Tax Redemption Notice as described above, the Company shall deliver to the Trustee and Paying Agent an officer's certificate to the effect that the Company cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it. The Trustee and Paying Agent shall accept and shall be entitled to conclusively rely without further inquiry on such officer's certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it shall be conclusive and binding on the Holders of the Notes. (d) The foregoing shall apply mutatis mutandis to any jurisdiction in which any successor person to the Company is, for tax purposes, organized or resident or engaged in business or through which payment is made by, or on behalf of, such person on the Notes (or, in each case, any political subdivision or taxing authority thereof or therein). (e) Upon receiving a Tax Redemption Notice, each Holder shall have the right to elect to not have its Notes redeemed pursuant thereto, in which case the Company or the relevant successor, as applicable, shall not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon exchange, required repurchase in connection with a fundamental change, maturity or otherwise, and whether in cash, common shares, reference property or otherwise) after the Tax Redemption Date (or, if the Company fails to pay the Tax Redemption Price on the Tax Redemption Date, such later date on which the Company pays the Tax Redemption Price), and all subsequent payments with respect to such Notes shall be subject to the deduction or withholding of such Relevant Taxing Jurisdiction’s 92
taxes as required by law to be deducted or withheld as a result of such change in tax law; provided that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed pursuant to a Tax Redemption converts its Notes in connection with our election to redeem the notes in respect of such change in tax law as described under Section 4.06, the Company shall be obligated to pay Additional Amounts, if any, with respect to such conversion. (f) A Holder electing to not have its Notes redeemed pursuant to a Tax Redemption must deliver to the Paying Agent a written notice of such election so as to be received by the Paying Agent prior to the Close of Business on the fifth business day immediately preceding the Tax Redemption Date; provided that a Holder that complies with the requirements for conversion described under Section 4.02 prior to the Close of Business on the sixth business day immediately preceding the Tax Redemption Date shall be deemed to have delivered a notice of its election to not have its Notes so redeemed. A Holder may withdraw any notice of election (other than such a deemed notice of election) by delivering to the Paying Agent a written notice of withdrawal prior to the Close of Business on the fifth business day immediately preceding the Tax Redemption Date (or, if the Company fails to pay the Tax Redemption Price on the Tax Redemption Date, such later date on which the Company pays the Tax Redemption Price). If no election is made or deemed to have been made, the Holder shall have its Notes redeemed pursuant to the Tax Redemption without any further action. (g) With respect to any Notes that are converted in connection with a Redemption Notice in accordance with Section 4.01(b)(iv) the Company may increase the Conversion Rate for the Notes so surrendered for conversion by a number of Additional Shares in accordance with Section 4.06. Section 11.02 Optional Redemption. (a) Except as provided in Section 11.01, the Notes shall not be redeemable by the Company prior to December 20, 2028. On or after December 20, 2028, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth below) (an "Optional Redemption"), if the Last Reported Sale Prices of the Common Shares has been at least 130% of the Conversion Price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption (an "Optional Redemption Notice"). (b) In the case of any Optional Redemption, the Company shall provide not less than 45 nor more than 90 Scheduled Trading Days' notice before the redemption date (the "Optional Redemption Date") to the Trustee, the Paying Agent (if other than the Trustee), the Conversion Agent (if other than the Trustee) and each Holder of Notes (provided that if the Company elects physical settlement in respect of the conversions for which the Optional Redemption Date occurs on or after the date on which the Company gives an Optional Redemption Notice, then the Company shall provide not less than 10 nor more than 50 Scheduled Trading Days' prior notice before the Optional Redemption Date), and the redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Optional Redemption Date (unless the Optional 93
Redemption Date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case the Company shall pay the full amount of accrued and unpaid interest to the holder of record as of the Close of Business on such regular record date, and the redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed) (the "Optional Redemption Price"). The Optional Redemption Date must be a business day, and the Company shall not specify an Optional Redemption Date with regard to a partial redemption that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (c) Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Optional Redemption Price; (iii) that on the Optional Redemption Date, the Optional Redemption Price shall become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date; (iv) the place or places where such Notes are to be surrendered for payment of the Optional Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes and the settlement method, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 4.06; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. (d) At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Business Days prior to the date the Redemption Notice is to be sent (unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a written request that the Paying Agent give such Optional Redemption Notice together with the Optional Redemption Notice to be given setting forth the information to be stated therein as provided above. The Optional 94
Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (e) With respect to any Notes that are called (or deemed called) for redemption and converted in connection with a Redemption Notice in accordance with Section 4.01(b)(iv), the Company may increase the conversion rate for the Notes so surrendered for conversion by a number of Additional Shares in accordance with Section 4.06. If the Company elects to redeem fewer than all of the outstanding Notes, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date (such requirement, the "partial redemption limitation"). If the Company redeems fewer than all of the outstanding Notes and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by DTC in accordance with applicable DTC procedures. If the Company redeems fewer than all of the outstanding Notes and the Notes to be redeemed are not Global Notes then held by DTC, the Trustee, the Paying Agent or the Registrar shall select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, or on a pro rata basis, unless otherwise required by law or applicable stock exchange or depository requirements. None of the Trustee, the Paying Agent or the Registrar shall be liable for any selections made by it in accordance with this Section 11.02(e). (f) If the Trustee (or DTC, with respect to Global Notes) selects a portion of a Holders' Notes for partial redemption and such Holder converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected for redemption. (g) In the event of any redemption in part, the Company shall not be required to register the transfer of or exchange for other Notes any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Notes being redeemed in part. (h) No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Optional Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes). ARTICLE 12. MISCELLANEOUS Section 12.01 Effect on Successors and Assigns. All agreements of the Company, the Trustee, the Registrar, the Paying Agent, the Bid Solicitation Agent and the Conversion Agent in this Indenture and the Notes will bind their respective successors. Section 12.02 Governing Law. This Indenture and the Notes, and any claim, controversy or dispute arising under or related to the Indenture or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York. To the fullest extent 95
permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, provided, that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. Section 12.03 No Note Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. Section 12.04 Voting. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any of its Subsidiaries or by any person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any of its Subsidiaries shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that in determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver or other action that is to be made by a requisite principal amount of Outstanding Notes, only such Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for such purposes if the pledgee shall establish its right to so act with respect to such Notes and that the pledgee is not the Company, one of its Subsidiaries or a person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or one of its Subsidiaries. Section 12.05 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, will give to any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any Authenticating Agent, any Registrar or their successors hereunder or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 12.06 Calculations. Except as otherwise provided in this Indenture, the Company shall be responsible for making all calculations called for under the Indenture and the Notes and in no instance shall the Trustee, the Conversion Agent or any other agents be responsible for making such calculations. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices, Trading Prices and Daily VWAPs of the Common Shares, accrued interest payable on the Notes and the Conversion Rate and any adjustments thereto. The Company shall make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders, the Trustee, the Paying Agent, and the Conversion Agent. The Company shall provide a schedule of its calculations to 96
each of the Trustee, the Bid Solicitation Agent, the Paying Agent and the Conversion Agent, and each of the Trustee, the Bid Solicitation Agent, the Paying Agent and the Conversion Agent is entitled to rely conclusively upon the accuracy of the Company's calculations without independent verification (and none of the Trustee, the Paying Agent, or the Conversion Agent will have any responsibility for such calculations). The Trustee shall forward the Company's calculations to any Holders upon the prior written request of that Holder. Whenever the Company is required to calculate or make adjustments to the Conversion Rate, the Company will do so to the nearest 1/10,000th of a Common Share, rounding any additional decimal places up or down in a commercially reasonable manner. Section 12.07 Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC, the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable, due to the character or intended character of the writings. For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Section 12.08 Notices, Etc. to Trustee and Company. (a) Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (i) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (including facsimile or electronically in PDF format) to or with the Trustee at its Corporate Trust Office; or (ii) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid (and, in the case of securities held in book-entry form, by facsimile or by electronic transmission), to 97
the Company addressed to it at the address of its principal office at 2nd Floor, S.E., Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda or at any other address furnished in writing to the Trustee by the Company prior to such mailing or electronically in PDF format. (b) The Company or the Trustee, by notice given to the other in the manner provided in this Section 12.08, may designate additional or different addresses for subsequent notices or communications. (c) Whenever the Company is required to deliver notice to the Holders, the Company will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying Agent, the Registrar and the Conversion Agent. Notwithstanding any other provision of the Indenture, notices to the Trustee (in any of its capacities hereunder) shall only be deemed received upon actual receipt thereof by a Responsible Officer at the Corporate Trust Office or the Paying Corporate Trust Office, as applicable. (d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by the Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. (e) Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. Section 12.09 No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company shall have any liability for any obligations of the Company under the Notes, the Indenture or any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Section 12.10 Tax Withholding. Notwithstanding anything herein to the contrary, the Company or any other withholding agent is permitted to withhold, or backup withhold, from interest payments and payments upon conversion, repurchase or maturity of the Notes, any amounts the Company or other withholding agent is required to withhold or backup withhold by law. If the Company or other withholding agent pays withholding taxes or backup withholding on behalf of a Holder or beneficial owner, the Company or other withholding agent may, at its option, set off any such payment against payments of cash and Common Shares payable on the Notes or proceeds paid or credited to the Holder or beneficial owner. Section 12.11 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 98
Section 12.12 U.S.A. Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States ("Applicable AML Law"), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable AML Law. Section 12.13 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. [Remainder of the page intentionally left blank] 99
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. GOLAR LNG LIMITED By: Name: Title: Mi Hong Yoon Director [Signature Page to Indenture] /s/ Mi Hong Yoon
CITIBANK, N.A., as Trustee, Conversion Agent, Paying Agent and Registrar By: Name: Eva Waite Title: Senior Trust Officer [Signature Page to Indenture] /s/ Eva Waite
SCHEDULE A The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 4.06 based on the Share Price and the Effective Date set forth below. Share Price Effective Date $41.09 $45.00 $50.00 $57.53 $65.00 $74.78 $100.00 $125.00 $175.00 $250.00 $300.00 $350.00 $400.00 June 30, 2025 6.9534 5.8447 4.7572 3.5922 2.7983 2.0904 1.1264 0.6893 0.3071 0.1005 0.0430 0.0130 0.0000 December 15, 2025 6.9534 5.8276 4.7108 3.5223 2.7194 2.0107 1.0637 0.6449 0.2857 0.0931 0.0395 0.0116 0.0000 December 15, 2026 ................ 6.9534 5.6876 4.5170 3.2906 2.4803 1.7844 0.8998 0.5337 0.2336 0.0750 0.0306 0.0079 0.0000 December 15, 2027 ................ 6.9534 5.4596 4.2246 2.9586 2.1489 1.4818 0.6971 0.4035 0.1764 0.0558 0.0212 0.0042 0.0000 December 15, 2028 ................ 6.9534 5.1962 3.8560 2.5248 1.7177 1.0994 0.4654 0.2655 0.1195 0.0375 0.0129 0.0013 0.0000 December 15, 2029 ................ 6.9534 4.8738 3.3282 1.8733 1.0902 0.5884 0.2142 0.1278 0.0619 0.0191 0.0054 0.0000 0.0000 December 15, 2030 ................ 6.9534 4.8389 2.6166 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 [Signature Page to Indenture]
EXHIBIT A [FORM OF FACE OF NOTE] [For Global Notes, include the following legend:] [THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [For all Notes that are Restricted Notes, include the following legend (the "Restricted Notes Legend"):] [NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY (OTHER THAN PURSUANT TO SECTION 2.12 OF THE INDENTURE) OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN. THIS SECURITY AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT: (A) TO GOLAR LNG LIMITED (THE "COMPANY") OR ANY SUBSIDIARY THEREOF; 1
(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT). THE "RESALE RESTRICTION TERMINATION DATE" MEANS THE LATEST OF: (1) THE DATE THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THIS SECURITY OR SUCH SHORTER PERIOD OF TIME PERMITTED BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; (2) THE DATE ON WHICH THE COMPANY HAS INSTRUCTED THE TRUSTEE THAT THE FOREGOING RESTRICTIONS WILL NO LONGER APPLY IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE AND (3) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW. WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] 2
Golar LNG Limited 2.75% Convertible Senior Notes due 2030 No.: [ ] CUSIP: [ ] ISIN: [ ] Principal [ ] [For Global Notes, include the following: as revised by the Schedule of Amount $ Increases and Decreases in the Global Note attached hereto] Golar LNG Limited, a Bermuda exempted company (the "Company"), promises to pay to [ ] [include "Cede & Co." for Global Note] or registered assigns, the principal amount of [add principal amount in words] $[ ] on December 15, 2030 (the "Maturity Date"). Interest Payment Dates: June 15 and December 15. Regular Record Dates: June 1 and December 1. Additional provisions of this Note are set forth on the other side of this Note. 3
IN WITNESS WHEREOF, Golar LNG Limited has caused this instrument to be signed manually or by PDF or facsimile by one of its duly authorized Officers. GOLAR LNG LIMITED By: _________________________________ Name: Title: This is one of the Notes of the series designated herein, referred to in the within- mentioned Indenture. Dated: CITIBANK, N.A., as Trustee By: _________________________________ Authorized Signatory 4
[FORM OF REVERSE OF NOTE] Golar LNG Limited 2.75% Convertible Senior Notes due 2030 This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued under the Indenture dated as of June 30, 2025 by and between the Company and Citibank, N.A., herein called the "Trustee," and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. In the event of a conflict between the terms of the Indenture and this Note, the terms of the Indenture shall govern. The Company will pay cash interest on the unpaid principal amount of this Note at a rate of 2.75% per year. Interest will accrue from the most recent date on which interest has been paid or duly provided for or, if no interest has been paid, from June 30, 2025. Except as provided in the Indenture, interest will be paid to the Person in whose name this Note is registered at the Close of Business on the Regular Record Date immediately preceding the relevant Interest Payment Date semiannually in arrears on each Interest Payment Date; provided that, if any Interest Payment Date, Maturity Date or Fundamental Change Purchase Date with respect to this Note falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the additional period of time before payment. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. Except as provided in the Indenture, no interest shall be paid with respect to Notes surrendered for conversion. This Note does not benefit from a sinking fund. As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change the Holder of this Note will have the right, at such Holder's option, to require the Company to purchase this Note, or any portion of this Note such that the principal amount of this Note that is not purchased equals $1,000 or an integral multiple of $1,000 in excess thereof, on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date. As provided in and subject to the provisions of the Indenture, the Holder hereof has the right, at its option (i) during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the Close of Business on the Business Day immediately preceding September 15, 2030, and (ii) on or after September 15, 2030, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert this Note or a portion of this Note such that the principal amount of this Note that is not converted equals $1,000 or an integral multiple of $1,000 in excess thereof, into an amount of cash, a number of Common Shares, or a combination of cash and Common Shares, if any, as the case may be, determined in accordance with Article 4 of the Indenture. 5
As provided in and subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price for, and the principal amount of, this Note to the Holder that surrenders this Note to the Paying Agent to collect such payments in respect of this Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Note, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security satisfactory to it, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity and/or security, and shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of the principal hereof or interest hereon, the Fundamental Change Purchase Price, and the amount of cash, the number of Common Shares or the combination thereof, as the case may be, due upon conversion of this Note or after the respective due dates expressed in the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of (including the Fundamental Change Purchase Price), interest on and the amount of cash, a number of Common Shares or a combination of cash and Common Shares, if any, as the case may be, due upon conversion of this Note at the time, place and rate, and in the coin and currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register, upon surrender of this Note for registration of transfer to the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by, the Holder 6
hereof or its attorney duly authorized in writing, and thereupon a new Note of this series and of like tenor for the same aggregate principal amount will be issued to the designated transferee. The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose name the Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). No service charge shall be made for any such registration of transfer or exchange, but the Company, the Trustee and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. If any provision of this Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 7
ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION] To: Golar LNG Limited Citibank N.A., as Trustee and Conversion Agent 480 Washington Blvd., 16th Floor Jersey City, New Jersey 07310 Attention: Conversions The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or a portion hereof (which is such that the principal amount of the portion of this Note that will not be converted equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into an amount of cash, a number of Common Shares or a combination of cash and Common Shares, if any, as the case may be, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any Common Shares issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted, or in accordance with the procedures of the Depositary (regardless of whether such converting Holder was the Holder of record on the such Regular Record Date). If any Common Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be converted (if less than all): $_____ Dated: Signature(s) (Sign exactly as your name appears on the other side of this Note) 8
Signature Guarantee (Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.) Fill in if a check is to be issued, or Common Shares or Notes are to be registered, otherwise than to or in the name of the registered Holder. (Name) (Address) Please print name and address (including zip code) (Social Security or other Taxpayer Identifying Number) Dated: Signature(s) (Sign exactly as such Person's name appears above) Signature Guarantee 9
(Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.) 10
ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] To: Golar LNG Limited Citibank N.A. 388 Greenwich Street New York, NY 10013 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Golar LNG Limited (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (i) the entire principal amount of this Note, or the portion thereof (that is such that the portion not to be purchased has a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Purchase Date does not occur during the period after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. Principal amount to be purchased (if less than all): $ Certificate number (if Notes are in certificated form) Dated: ______ Signature(s) (Sign exactly as your name appears on the other side of this Note) Social Security or Other Taxpayer Identification Number 11
ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received, hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To Golar LNG Limited or a subsidiary thereof; or ☐ Pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended; or ☐ To a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to an exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended. TO BE COMPLETED BY PURCHASER IF THE THIRD BOX ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: _____________________________________ Signed: Unless one of the above boxes is checked, the Trustee or the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered 12
Holder thereof, provided that if the fourth box is checked, the Company, the Registrar or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company, the Registrar or the Trustee may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.11 of the Indenture shall have been satisfied. Dated: Signature(s) (Sign exactly as your name appears on the other side of this Note) Signature Guarantee (Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee) 13
ATTACHMENT 4 [Insert for Global Note] SCHEDULE OF INCREASES AND DECREASES IN THE GLOBAL NOTE Initial Principal Amount of Global Note: [ ] Date Amount of Increase in Principal Amount of Global Note Amount of Decrease in Principal Amount of Global Note Principal Amount of Global Note After Increase or Decrease Notation by Registrar, Note Custodian or authorized signatory of Trustee 14
EXHIBIT B [FORM OF FREE TRANSFERABILITY CERTIFICATE] Officer's Certificate [NAME OF OFFICER], the [TITLE] of Golar LNG Limited, a Bermuda exempted company (the "Company"), does hereby certify, in connection with the sale of $575,000,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2030 (the "Notes") pursuant to the terms of the Indenture, dated as of June 30, 2025 (as may be amended or supplemented from time to time, the "Indenture"), by and among the Company and Citibank, N.A., as trustee (the "Trustee"), conversion agent, paying agent and registrar (the “Registrar”), that: 1. The undersigned is permitted to sign this "Officer's Certificate" on behalf of the Company, as the term "Officer's Certificate" is defined in the Indenture. 2. The undersigned has read the Indenture and the definitions therein relating thereto. 3. In the opinion of the undersigned, the undersigned has made such examination as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent to the delivery of this certificate provided for in the Indenture have been complied with. 4. To the best knowledge of the undersigned, all conditions precedent described herein as provided for in the Indenture have been complied with. In accordance with Section 2.08 of the Indenture, the Company hereby instructs the Trustee and the Registrar as follows: 1. To take those actions necessary so that the Restricted Notes Legend and set forth on the Restricted Global Notes shall be deemed removed from such Global Notes in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of the Holders. 2. To take those actions necessary so that the restricted CUSIP number for the Restricted Global Notes shall be removed from such Global Notes and replaced with an unrestricted CUSIP number, which unrestricted CUSIP number shall be 38046Y AD3, in accordance with the terms and conditions of the Restricted Global Notes and as provided in the Indenture, without further action on the part of the Holders. [Signature page follows.] 1
IN WITNESS WHEREOF, we have signed this certificate as of [ ]. GOLAR LNG LIMITED By: _________________________________ Name: Title: 2
EXHIBIT C [FORM OF RESTRICTED SHARE LEGEND] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), EXCEPT: (A) TO GOLAR LNG LIMITED (THE "COMPANY") OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT). THE "RESALE RESTRICTION TERMINATION DATE" MEANS THE LATEST OF: (1) THE DATE THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE COMPANY'S 2.75% CONVERTIBLE SENIOR NOTES DUE 2030 (THE "NOTES") (INCLUDING THE LAST DATE OF ISSUANCE OF ADDITIONAL NOTES PURSUANT TO THE EXERCISE OF THE INITIAL PURCHASERS' OPTION TO PURCHASE ADDITIONAL NOTES) OR SUCH SHORTER PERIOD OF TIME PERMITTED BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; (2) THE DATE ON WHICH THE COMPANY HAS INSTRUCTED THE TRUSTEE FOR THE NOTES THAT THE SUBSTANTIALLY SIMILAR RESTRICTIONS APPLICABLE TO THE NOTES WILL NO LONGER APPLY IN ACCORDANCE WITH THE 1
PROCEDURES DESCRIBED IN THE INDENTURE GOVERNING THE NOTES AND (3) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW. WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE COMPANY'S TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 2
EX-4.34
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glng-2025seniornotesxind.htm
EX-4.34 US $500 MILLION INDENTURE
glng-2025seniornotesxind
Execution GOLAR LNG LIMITED 7.500% SENIOR NOTES DUE 2030 INDENTURE DATED AS OF OCTOBER 2, 2025 CITIBANK, N.A., LONDON BRANCH as Trustee 4904-0641-9822 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions................................................................................................................1 Section 1.2. Other Definitions ...................................................................................................37 Section 1.3. Rules of Construction ............................................................................................38 Section 1.4. Limited Condition Transaction ..............................................................................39 ARTICLE II THE NOTES Section 2.1. Form and Dating ....................................................................................................40 Section 2.2. Execution and Authentication ................................................................................41 Section 2.3. Registrar; Paying Agent .........................................................................................42 Section 2.4. Paying Agent to Hold Money ................................................................................42 Section 2.5. Holder Lists ............................................................................................................43 Section 2.6. Book-Entry Provisions for Global Notes ...............................................................43 Section 2.7. Replacement Notes ................................................................................................45 Section 2.8. Outstanding Notes ..................................................................................................46 Section 2.9. Treasury Notes .......................................................................................................46 Section 2.10. Reserved .................................................................................................................46 Section 2.11. Cancellation ...........................................................................................................46 Section 2.12. Defaulted Interest ...................................................................................................46 Section 2.13. Computation of Interest .........................................................................................47 Section 2.14. CUSIP, ISIN and “Common Code” Numbers .......................................................47 Section 2.15. Special Transfer Provisions ...................................................................................47 Section 2.16. Issuance of Additional Notes .................................................................................49 ARTICLE III REDEMPTION AND PREPAYMENT Section 3.1. Notices to Trustee ..................................................................................................50 Section 3.2. Selection of Notes to Be Redeemed.......................................................................50 Section 3.3. Notice of Optional Redemption or Tax Redemption .............................................50 Section 3.4. Effect of Notice of Redemption .............................................................................52 Section 3.5. Deposit of Redemption Price .................................................................................52 Section 3.6. Notes Redeemed in Part .........................................................................................52 Section 3.7. Optional Redemption .............................................................................................52 Section 3.8. Redemption for Tax Reasons .................................................................................54 ARTICLE IV COVENANTS Section 4.1. Payment of Notes ...................................................................................................55 ii Section 4.2. Maintenance of Office or Agency ..........................................................................55 Section 4.3. Provision of Financial Information ........................................................................55 Section 4.4. Compliance Certificate ..........................................................................................58 Section 4.5. [Reserved] ..............................................................................................................58 Section 4.6. Stay, Extension and Usury Laws ...........................................................................58 Section 4.7. Limitation on Restricted Payments ........................................................................58 Section 4.8. Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries ............................................................................................................62 Section 4.9. Limitation on Additional Indebtedness ..................................................................64 Section 4.10. Limitation on Asset Sales ......................................................................................69 Section 4.11. Limitation on Transactions with Affiliates ............................................................73 Section 4.12. Limitation on Liens ................................................................................................75 Section 4.13. Additional Amounts ...............................................................................................76 Section 4.14. Offer to Purchase upon Change of Control Triggering Event ...............................78 Section 4.15. Corporate Existence ...............................................................................................80 Section 4.16. Future Guarantees ..................................................................................................81 Section 4.17. Limitation on Designation of Unrestricted Subsidiaries ........................................81 Section 4.18. Events of Loss ........................................................................................................82 Section 4.19. Effectiveness of Covenants ....................................................................................83 ARTICLE V SUCCESSORS Section 5.1. Consolidation, Merger, Conveyance, Transfer or Lease .......................................84 ARTICLE VI DEFAULTS AND REMEDIES Section 6.1. Events of Default ...................................................................................................86 Section 6.2. Acceleration ...........................................................................................................88 Section 6.3. Other Remedies ......................................................................................................88 Section 6.4. Waiver of Past Defaults .........................................................................................88 Section 6.5. Control by Majority ...............................................................................................88 Section 6.6. Limitation on Suits .................................................................................................89 Section 6.7. Rights of Holders of Notes to Receive Payment ...................................................89 Section 6.8. Collection Suit by Trustee .....................................................................................89 Section 6.9. Trustee May File Proofs of Claim .........................................................................89 Section 6.10. Priorities .................................................................................................................90 Section 6.11. Undertaking for Costs ............................................................................................90 Section 6.12. Noteholder Direction .............................................................................................90 Section 6.13. Restoration of Rights and Remedies ......................................................................92 ARTICLE VII TRUSTEE Section 7.1. Duties of Trustee ....................................................................................................92 Section 7.2. Rights of Trustee ....................................................................................................93 iii Section 7.3. Individual Rights of the Trustee ............................................................................96 Section 7.4. Trustee’s Disclaimer ..............................................................................................96 Section 7.5. Notice of Defaults ..................................................................................................96 Section 7.6. Compensation and Indemnity ................................................................................96 Section 7.7. Replacement of Trustee .........................................................................................97 Section 7.8. Successor Trustee by Merger, Etc. ........................................................................98 Section 7.9. Eligibility; Disqualification ...................................................................................98 ARTICLE VIII DEFEASANCE; DISCHARGE OF THIS INDENTURE Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance ................................99 Section 8.2. Legal Defeasance ...................................................................................................99 Section 8.3. Covenant Defeasance .............................................................................................99 Section 8.4. Conditions to Legal or Covenant Defeasance ......................................................100 Section 8.5. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions ..........................................................................101 Section 8.6. Repayment to Issuer .............................................................................................101 Section 8.7. Reinstatement .......................................................................................................102 Section 8.8. Discharge .............................................................................................................102 ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER Section 9.1. Without Consent of Holders of the Notes ............................................................103 Section 9.2. With Consent of Holders of Notes .......................................................................104 Section 9.3. Revocation and Effect of Consents ......................................................................105 Section 9.4. Notation on or Exchange of Notes .......................................................................105 Section 9.5. Trustee to Sign Amendments, Etc. ......................................................................105 Section 9.6. Notice to Holders .................................................................................................106 ARTICLE X GUARANTEES Section 10.1. Guarantees............................................................................................................106 Section 10.2. Execution and Delivery of Guarantee ..................................................................107 Section 10.3. Severability ..........................................................................................................107 Section 10.4. Limitation of Guarantors’ Liability .....................................................................108 Section 10.5. Releases................................................................................................................108 Section 10.6. Benefits Acknowledged .......................................................................................109 ARTICLE XI MISCELLANEOUS Section 11.1. Concerning the Trust Indenture Act ....................................................................109 Section 11.2. Notices .................................................................................................................109 Section 11.3. Certificate and Opinion as to Conditions Precedent ............................................111 Section 11.4. Statements Required in Certificate or Opinion ....................................................111
iv Section 11.5. Rules by Trustee and Agents ...............................................................................111 Section 11.6. No Personal Liability of Directors, Officers, Employees and Stockholders .......111 Section 11.7. Governing Law; Consent to Jurisdiction .............................................................112 Section 11.8. No Adverse Interpretation of Other Agreements .................................................112 Section 11.9. Successors ............................................................................................................112 Section 11.10. Severability ..........................................................................................................112 Section 11.11. Execution in Counterparts....................................................................................112 Section 11.12. Table of Contents, Headings, Etc. .......................................................................113 Section 11.13. Acts of Holders ....................................................................................................113 Section 11.14. Force Majeure ......................................................................................................114 Section 11.15. Legal Holidays .....................................................................................................114 Section 11.16. USA PATRIOT Act .............................................................................................114 Section 11.17. Waiver of Jury Trial .............................................................................................114 Exhibits Exhibit A Form of Note Exhibit B Form of Supplemental Indenture to be Delivered by Subsequent Guarantors Exhibit C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Rule 144A Exhibit D Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S This Indenture, dated as of October 2, 2025, is by and between Golar LNG Limited, a Bermuda exempted company (as further defined herein, the “Issuer”) and Citibank, N.A., London Branch as trustee (the “Trustee”), paying agent and registrar. The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (i) the Issuer’s 7.500% Senior Notes due 2030 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes (as defined herein) that are subsequently issued subject to the conditions and in compliance with the provisions of this Indenture: ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions. “Acquired Indebtedness” means: (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary; and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business), other than the Issuer or a Restricted Subsidiary, existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person. “Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance with the provisions of this Indenture whether or not they bear the same CUSIP number. “Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person means 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. “Agent” means any Registrar, Paying Agent, co-registrar or other agent appointed pursuant to this Indenture. “amend” means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning. “Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: 2 (1) 1.0% of the principal amount of such Note; and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of such Note at October 2, 2027 (such redemption price being set forth in the table appearing in Section 3.7(b)) plus (ii) all required interest payments (in each case excluding accrued and unpaid interest to such redemption date) due on such Note through October 2, 2027, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months); over (b) the principal amount of such Note. For the avoidance of doubt, the Trustee, in any of its capacities, shall not be responsible for the calculation of the Applicable Premium. “asset” means any asset or property, including, without limitation, Equity Interests. “Asset Acquisition” means: (1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, (2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other Person (other than a Restricted Subsidiary of the Issuer) or any division or line of business of any such other Person (other than in the ordinary course of business), or (3) the acquisition by the Issuer or any Restricted Subsidiaries of one or more FLNG Units or other material assets outside the ordinary course of business. “Asset Sale” means: (a) any sale, conveyance, transfer, lease, license, assignment or other disposition by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a sale and leaseback transaction or a merger or consolidation), of any assets of the Issuer or any of its Restricted Subsidiaries, including, without limitation, Equity Interests in any Person, other than in the ordinary course of business; or (b) any issuance of Equity Interests of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.9) to any Person other than the Issuer or any Restricted Subsidiary (the actions described in these clauses (a) and (b), collectively, for purposes of this definition, a “transfer”). For purposes of this definition, the term “Asset Sale” shall not include: 3 (1) transfers of cash or Cash Equivalents; (2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 4.14 or Section 5.1; (3) Permitted Investments and Restricted Payments permitted under Section 4.7; (4) the creation of or realization on any Lien not prohibited under this Indenture and any transfer of assets resulting from the enforcement or foreclosure of any such Lien; (5) sales or grants of licenses or sublicenses to use the patents, trade secrets, know- how and other Intellectual Property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not materially interfering with the business of the Issuer and the Restricted Subsidiaries; (6) a transfer of inventory in the ordinary course of business; (7) a transfer of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring and similar arrangements or transfers or dispositions of rights in respect of judgments, lawsuits or other claims; (8) transfers of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between joint venture parties set forth in, joint venture agreements or any similar binding arrangements; (9) the transfer of assets received in settlement of debts accrued in the ordinary course of business; (10) (a) the surrender or waiver in the ordinary course of business of contract rights or the settlement, release or surrender of contractual, non-contractual or other claims of any kind and (b) any transfers of property or assets effected as part of a closure or buyout of a pension or other defined benefit plan or in furtherance of a recovery plan in support of any such pension or other defined benefit plan; (11) transfers of Equity Interests in or Indebtedness of an Unrestricted Subsidiary; (12) any issuance or sale of Equity Interests of any Restricted Subsidiary to the Issuer or any Restricted Subsidiary; provided that, in the case of such an issuance by a non-wholly owned Restricted Subsidiary, such issuance may also be made to any other owner of Equity Interests of such non-wholly owned Restricted Subsidiary based on such owner’s relative ownership interests (or lesser share) of the relevant class of Equity Interests; (13) any transfer or series of related transfers that, but for this clause (13), would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $50.0 million per occurrence;
4 (14) the demise, bareboat charter, other charter, lease or right to use of any FLNG Unit in the ordinary course of business; (15) transfers of property subject to casualty or condemnation proceedings (or similar events); (16) leases and subleases of real or personal property in the ordinary course of business and not interfering in any material respect with the business of the Issuer and its Restricted Subsidiaries, taken as a whole; (17) the transfer of Equity Interests in a Subsidiary that becomes a Local Content Entity as a result of such transfer to one or more Persons referred to in clause (b) of the definition of “Local Content Entity”; (18) transfers of equipment, personal property, fixtures or other assets that are either (i) obsolete, worn-out or no longer used or useable in the ordinary course of business for their intended purposes, or (ii) replaced by equipment, personal property, fixtures or assets of comparable suitability within 365 days of such transfer, including, but not limited to, the transfer of any boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts, heat exchangers, pumps, filters, piping, flare stack, drums, towers, pipe racks, generators, steam turbines, loading arms, quick release hooks, sea chests, transformers, cabling, electrical cabinets, safety and control cabinets, computers, safety gear, lifeboats, liferafts, winches, davits, cranes, valves, thrusters or any other appurtenances of any FLNG Unit that are no longer useful, necessary, profitable or advantageous in the operation of such FLNG Unit; (19) dispositions of accounts receivable and related assets to a Securitization Subsidiary or to banks, investment banks, insurance companies, mutual funds or other institutional lenders in connection with a Permitted Receivables Financing; and (20) abandoning, failing to maintain, allowing to lapse or otherwise disposing of Intellectual Property rights that are not material to the conduct of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, or that the Issuer or any Restricted Subsidiary determines, in its reasonable business judgment, are not economically practicable to maintain. “Asset Swap” means any transaction or series of related transactions pursuant to which the Issuer and/or one or more Restricted Subsidiaries shall exchange, with a Person that is not an Affiliate, one or more Permitted Business Assets owned by them for one or more Permitted Business Assets owned by such Person; provided that any cash or Cash Equivalents received in connection with an Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 4.10. “Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, winding-up, restructuring, examinership or similar debtor relief laws. 5 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person”(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock, unit or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until consummation of the transactions or, as applicable, series of related transactions contemplated by such agreement. “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person and (ii) in any other case, the functional equivalent of the foregoing or, in each case, any duly authorized committee of such body. “Bond Terms for the Existing Nordic Bonds due 2029” means the Bond Terms For Golar LNG Limited 7.75% senior unsecured bonds USD 500,000,000 2024/2029, dated September 17, 2024, pursuant to which $300 million Nordic Bonds due 2029 have been issued and pursuant to which an additional $200 million Nordic Bonds due 2029 may be issued. “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New York, Bermuda, London, United Kingdom or in the place of payment, are authorized or required by law, regulation or executive order to close. “Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class, of share capital, capital stock or partnership interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest. “Cash Equivalents” means: (1) marketable obligations issued or directly and fully guaranteed or insured by the governments of the United States, the United Kingdom, any member state of the European Union, Canada, Japan, Singapore, Australia or New Zealand or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such government is pledged in support thereof), maturing within one year of the date of acquisition thereof; (2) demand and time deposits and certificates of deposit of any lender under any Debt Facility or any Eligible Bank organized under the laws of the United States, any state thereof, the District of Columbia, or any country that is a member of the Organization for Economic Cooperation and Development, or a U.S. branch of any other Eligible Bank maturing within one year of the date of acquisition thereof; (3) commercial paper and Eurocommercial paper rated at least A1 or the equivalent thereof by S&P, at least P-1 or the equivalent thereof by Moody’s, at least an F-1 by Fitch or an equivalent rating by a nationally recognized rating agency if each of S&P, Moody’s and Fitch 6 cease publishing ratings of commercial paper issuers generally, and in each case maturing not more than one year after the date of acquisition thereof; (4) repurchase obligations with a term of not more than one year for underlying securities of the types described in clause (1) above entered into with any Eligible Bank and maturing not more than one year after such time; (5) securities issued and fully guaranteed by any state, commonwealth or territory of the United States, the United Kingdom, any member state of the European Union or Canada, Japan, Singapore, Australia or New Zealand or by any political subdivision or taxing authority thereof, rated at least A by Moody’s or S&P and having maturities of not more than one year from the date of acquisition; (6) investments in money market or other funds substantially all of whose assets comprise securities of the types described in clauses (1) through (5) above; (7) demand deposit accounts maintained in the ordinary course of business; and (8) in the case of the Issuer or any Subsidiary of the Issuer organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which the Issuer or such Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (7) above. “Change of Control” means the occurrence of any of the following events after the Issue Date: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) other than a Restricted Subsidiary; (2) the adoption of a plan relating to the liquidation or dissolution of the Issuer; or (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares. Notwithstanding the preceding or any provision of Section 13(d)-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement, and (ii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total 7 voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the Board of Directors of such parent entity. Notwithstanding the preceding, (a) a transaction will not be deemed to involve a Change of Control if (i) the Issuer becomes a direct or indirect wholly owned Subsidiary of a Parent Company and (ii) immediately following that transaction no Person (other than a Parent Company satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such Parent Company (or its general partner, if applicable), and (b) (i) a conversion of the Issuer or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or (ii) an exchange of all the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity each shall not constitute a Change of Control, so long as immediately following such conversion or exchange or transaction no “person” Beneficially Owns more than 50% of the Voting Stock of such entity (or its general partner, if applicable). No Change of Control will be deemed to have occurred unless and until such Change of Control has actually been consummated. Notwithstanding anything to contrary under this Indenture, the entry by the Issuer or any Restricted Subsidiary into any one or more bareboat charter party agreements, tolling agreements or the demise, other charter, lease or other right to use of any of the Issuer’s or the Restricted Subsidiaries’ FLNG Units, in each case, in the ordinary course of business shall not be deemed to involve a Change of Control. “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline with respect to the Notes. “Client Money Rules” means the FCA Rules in relation to client money from time to time. “Code” means the United States Internal Revenue Code of 1986, as amended. “Common Shares” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common shares or common stock, whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common shares or common stock. “Consolidated Amortization Expense” for any period means the amortization expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. “Consolidated Cash Flow” for any period means, with respect to any specified Person and its Restricted Subsidiaries, without duplication, the sum of the amounts for such period of: (1) Consolidated Net Income, plus (2) without duplication, (a) the amount of net cost savings, operating expense reductions and synergies projected by the Issuer in good faith to be realized as a result of
8 specified actions taken or to be taken (which cost savings, operating expense reductions or synergies shall be calculated on a pro forma basis as though such cost savings, operating expense reductions or synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings, operating expense reductions or synergies are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 18 months after the date of determination to take such action and (C) the aggregate amounts added to Consolidated Cash Flow pursuant to this clause (2)(a) in any such period, together with any such amounts added to Consolidated Cash Flow pursuant to clause (3)(g) below, shall not exceed 15% of Consolidated Cash Flow for such period (calculated before giving effect to the adjustment set forth in this clause (2)(a)), (b) gains, losses and non-cash charges related to the cancellation of debt, swaps and/or other derivatives, (c) any non-cash adjustments and charges stemming from the application of fresh start accounting, (d) transaction expenses and integration costs incurred in connection with any acquisition or disposition and (e) non-cash charges and expenses relating to employee benefit plans, management incentive plans, equity compensation plans or other stock- based compensation arrangements, plus (3) in each case only to the extent deducted in determining Consolidated Net Income, (a) Consolidated Income Tax Expense, (b) Consolidated Amortization Expense, (c) Consolidated Depreciation Expense, (d) Consolidated Interest Expense, (e) net cash proceeds from business interruption insurance or reimbursement of expenses received related to any acquisition or disposition, (f) charges, costs or losses attributable to severance in connection with any undertaking or implementation of restructurings (including any tax restructuring), cost savings initiatives and cost rationalization programs, business optimization initiatives, systems implementation, termination or modification of material contracts, entry into new markets, strategic initiatives, expansion or relocation, consolidation of any facility, modification to any pension and post-retirement employee benefit plan, software development, new systems design, project startup, consulting, business integrity and corporate development; provided that the aggregate amount of cash charges, costs or losses under this clause (3)(f), together with any amounts added to Consolidated Cash Flow pursuant to clause (2)(a) above, shall not exceed 15% of Consolidated Cash Flow for such period (calculated before giving effect to the adjustment set forth in clause (2)(a) above and this clause 3(f)), and (g) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period. 9 “Consolidated Depreciation Expense” for any period means the depreciation expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. “Consolidated Income Tax Expense” for any period means the provision for taxes of the relevant Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. “Consolidated Interest Coverage Ratio” means, on any date of determination, with respect to any Person, the ratio of (x) Consolidated Cash Flow during the Four-Quarter Period ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “Transaction Date”) to (y) Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to: (1) the incurrence of any Indebtedness or the issuance of any Disqualified Equity Interests of the Issuer or Disqualified Equity Interests or Preferred Stock of any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment, repurchase or redemption of other Indebtedness or other Disqualified Equity Interests or Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit agreement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date (subject to the provison below), as if such incurrence, repayment, repurchase, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four- Quarter Period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness incurred on the Transaction Date pursuant to the provisions described in Section 4.9(b), other than those provisions that are based on a ratio; and (2) any Asset Sale or other material disposition of assets outside the ordinary course of business or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months)) in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; provided, that such pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or guidelines. If the Issuer or any Restricted Subsidiary is a party to a Qualified Contract with respect to an FLNG Unit that is already in commercial operation (or is under construction or conversion and is expected to commence operations within the next 12 months as determined in good faith 10 by the Issuer’s Chief Executive Officer or Chief Financial Officer), then Consolidated Cash Flow may be calculated on a pro forma basis after giving effect to the Consolidated Cash Flow to be generated from such Qualified Contract (“Contractual Consolidated Cash Flow”), as if such Qualified Contract was in effect from the first day of the Four Quarter Period, as follows: (1) the amount of Consolidated Cash Flow attributable to such Qualified Contract shall be calculated in good faith by the Issuer’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Treasurer; (2) the amount of Consolidated Cash Flow shall be the lesser of the Consolidated Cash Flow derived on a pro forma basis from revenues for (i) the first full year of the Qualified Contract (or, if later, the first full year following such date of determination) and (ii) the average of the Consolidated Cash Flow of each year of such Qualified Contract for the term of the Qualified Contract; and (3) with respect to any expenses attributable to an FLNG Unit, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation; provided that if such FLNG Unit was generating Consolidated Cash Flow in such Four Quarter Period (“Actual Consolidated Cash Flow”), then the Issuer may in its discretion include within Consolidated Cash Flow for such Four-Quarter Period, either (i) Contractual Consolidated Cash Flow or (ii) Actual Consolidated Cash flow, but not both, and if no election is made by the Issuer, then Actual Consolidated Cash Flow shall be used and not Contractual Consolidated Cash Flow. In calculating Consolidated Interest Expense for purposes of this Consolidated Interest Coverage Ratio: (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and (3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. “Consolidated Interest Expense” for any period means the sum, without duplication, of (a) the total interest expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, including, without duplication: 11 (1) imputed interest on Finance Lease Obligations; (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings; (3) the net costs associated with Hedging Obligations related to interest rates; (4) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses; (5) the interest portion of any deferred payment obligations; (6) all other non-cash interest expense; (7) capitalized interest; (8) all dividend payments on any series of Disqualified Equity Interests or Designated Preferred Stock of the Issuer or any Preferred Stock of any Restricted Subsidiary (other than dividends on Equity Interests to the extent payable in Qualified Equity Interests of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer); (9) all interest payable with respect to discontinued operations; (10) and any premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any amortization thereof) payable by the Issuer or any Restricted Subsidiary in connection with a Permitted Receivables Financing but excluding and other charges associated with any receivables financing and any expense resulting from the discounting of Debt in connection with the application of recapitalization or purchase accounting; and (11) all interest on any Indebtedness described in clause (6) or (7) of the definition of Indebtedness minus (b) interest income of the referent Person. Notwithstanding the foregoing, the interest component of any lease that is not a Finance Lease Obligation will not be included in Consolidated Interest Expense. “Consolidated Net Income” for any period means the net income (or loss) of such Person and its Restricted Subsidiaries, in each case for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating such net income (or loss), to the extent otherwise included therein, without duplication: (1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except (i) to the extent that cash in an amount equal to any such income or other return on investment has actually been received by such Person or to any of its Restricted Subsidiaries or (ii) the amount of any loans repaid by such other Person to such Person or to any of its Restricted Subsidiaries during such period, as the case may be;
12 (2) except to the extent includible in the net income (or loss) of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary; (3) the net income of any Unrestricted Subsidiary or variable interest entity except to the extent of (i) the amount of dividends or distributions or other return on investment actually paid in cash during such period by such Unrestricted Subsidiary or variable interest entity to the Issuer or to any of its Restricted Subsidiaries (or to the extent non-cash dividends or distributions are received and converted into cash by the Issuer or any of its Restricted Subsidiaries during such period), as the case may be and (ii) the amount of any loans repaid by such Unrestricted Subsidiary or variable interest entity to the Issuer or to any of its Restricted Subsidiaries, as the case may be; (4) the net income (but not loss) of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement or instrument applicable to that Subsidiary (other than by the terms of any Indebtedness of such Restricted Subsidiary outstanding pursuant to Section 4.9) except to the extent such income is actually paid in cash during such period by such Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to the extent non-cash dividends or distributions are received and converted into cash by the Issuer or any of its Restricted Subsidiaries during such period); (5) any (i) non-cash compensation charge or expense arising from any issue or grant of shares or stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts, (6) non-cash gains and losses due solely to fluctuations in currency values, (7) the cumulative effect of any change in accounting principles or policies; (8) (A) any costs, expenses or charges (including advisory, legal and professional fees) related to any issuance of debt or equity, investments, acquisition, disposition, recapitalization or incurrence, amendment, waiver, modification, extinguishment or refinancing of any Indebtedness, whether or not consummated, including such fees, expenses or charges related to the offering of the Notes and any Debt Facilities, (B) any costs, expenses or charges relating to the offering of the Notes, and (C) legal settlement expenses; (9) non-cash gains or losses or positive or negative adjustments under ASC 815 (and any statements replacing, modifying or superseding such statement) as the result of changes in the fair market value of derivatives; and (10) write-ups, write-downs or other non-cash impairments of goodwill or other assets. 13 “Consolidated Total Assets” means, with respect to the Issuer and its Restricted Subsidiaries, the amount which, in accordance with GAAP, would is forth under the caption “Total Assets” (or any like caption) on the most recent consolidated balance sheet of such Person and its Restricted Subsidiaries determined in accordance with GAAP. “Consolidated Total Debt Ratio” means, as of any date of determination, the ratio of (1) (i) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries minus (ii) unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries, in each case, as of the end of the Four-Quarter Period immediately preceding the date of determination to (2) Consolidated Cash Flow of the Issuer for such Four-Quarter Period, with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Interest Coverage Ratio.” “Consolidated Total Indebtedness” means, as at any date of determination, the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis. “Contract” means any agreement, concession or other commercial arrangement of any kind (whether now existing or hereafter entered into) that relates to or governs (i) the employment, use, hire, charter, lease or disposition of any FLNG Unit, (ii) the supply, purchase, storage, processing, tolling, marketing, sale, offtake or transportation of LNG or other products, or engagement in other commercial activities, involving any FLNG Unit, (iii) any rights to feedstock gas, interconnection or use of associated infrastructure (including marine facilities, jetties, pipelines and storage) related to any FLNG Unit’s operations, (iv) the ownership, development, construction, conversion, financing, insurance, maintenance, repair or operation of any FLNG Unit, (v) the procurement or provision of services (including EPC, O&M or technical services) related to any FLNG Unit, or (vi) any asset, right or revenue stream (including rights to payment, receivables or proceeds arising therefrom) related to any FLNG Unit; provided, however, that “Contract” shall not include any Internal Charter. “Corporate Trust Office” means the offices of the Trustee at which at any time its corporate trust business shall be principally administered, which office as of the date hereof is located at Citigroup Centre, Canada Square, London E14 5LB, United Kingdom, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Issuer). “Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary or variable interest entity, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. “Debt Facility” or “Debt Facilities” means one or more debt facilities or other credit agreements, indentures or commercial paper facilities providing for revolving credit loans, debt 14 securities, capital markets financings, term loans, receivables financing or letters of credit and, in each case, as such agreements may be amended, refinanced, restated, refunded or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender, group of lenders or institutional lenders or investors. “Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default. “Depositary” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. “Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References. “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash Consideration. “Designated Preferred Stock” means Preferred Stock of the Issuer that is designated as such by the Issuer pursuant to an Officer’s Certificate. “Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity 15 Interests are convertible, exchangeable or exercisable) the right to require the Issuer to repurchase or redeem such Equity Interests upon the occurrence of a change in control or an Asset Sale occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the Equity Interests specifically provide that the Issuer will not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to Section 4.10 and Section 4.14, respectively. “dollars,” “U.S. dollars” or “$” means lawful money of the United States. “DTC” means The Depository Trust Company and any successor. “Eligible Bank” means any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, capital and surplus aggregating in excess of $250.0 million (or in the equivalent thereof in a foreign currency as of the date of determination) and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization. “Equity Interests” of any Person means (1) any and all shares or other equity interests (including Common Shares, Preferred Stock, limited liability company interests, trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding from all of the foregoing any debt securities convertible or exchangeable for any combination of Equity Interests and/or cash or Cash Equivalents, regardless of whether such debt securities include any right of participation with Equity Interests. “Event of Loss” means any of the following events: (1) the actual or constructive total loss of any FLNG Unit or the agreed or compromised total loss of any FLNG Unit; (2) damage to any FLNG Unit to an extent, determined in good faith by the Issuer within 90 days after the occurrence of such damage, as shall make repair thereof uneconomical or shall render such FLNG Unit permanently unfit for normal use (other than obsolescence); or (3) the capture, arrest, detention, condemnation, confiscation, requisition for title, seizure, forfeiture or other taking of title to or use of any FLNG Unit that shall not be revoked within six months. An Event of Loss shall be deemed to have occurred: (a) in the event of the actual total loss of any FLNG Unit, on the date of such loss, or if such date is unknown, on the date such FLNG Unit was last reported; (b) in the event of a constructive, agreed or compromised total loss of any FLNG Unit, on the date of determination of such total loss determined in good faith by the Issuer;
16 (c) in the case of any event referred to in clause (2) above, upon the such date of determination; or (d) in the case of any event referred to in clause (3) above, on the date that is six months after the occurrence of such event. “Event of Loss Proceeds” means all cash compensation, damages and other payments (including insurance proceeds) received by the Issuer or its Subsidiaries from any Person, including any governmental authority, with respect to or in connection with an Event of Loss, net of costs incurred in collecting such payments. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Existing Convertible Notes” means the 2.75% Convertible Senior Notes due 2030 with an aggregate principal amount outstanding of $575 million on the Issue Date. “Existing Nordic Bonds due 2025” means the 7.00% senior unsecured bonds USD 300,000,000 2021/2025. “Existing Nordic Bonds due 2029” means the 7.75% senior unsecured bonds USD 500,000,000 2024/2029, with an aggregate principal amount outstanding of $300 million on Issue Date issued pursuant to the Bond Terms for the Existing Nordic Bonds due 2029. “Existing Nordic Bonds” means the Existing Nordic Bonds due 2025 and the Existing Nordic Bonds due 2029. “Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction as such price is determined in good faith by management of the Issuer. “FCA” means the Financial Conduct Authority or any regulatory authority that may succeed it as a United Kingdom regulator. “FCA Rules” means the rules established by the FCA in the FCA's handbook of rules and guidance from time to time. “Finance Lease Obligations” means, for any Person, the aggregate amount of such Person’s liabilities under all leases that are classified as financing leases (and not operating leases) required to be capitalized on the balance sheet of such Person as determined in accordance with GAAP. “Fitch” means Fitch Ratings Ltd. or any successor to the rating agency business thereof. “FLNG Gimi” means the floating liquefaction unit “Gimi”. “FLNG Hilli” means the floating liquefaction unit “Hilli Episeyo”. 17 “FLNG Mark II” means the floating liquefaction unit “MKII” currently under conversion. “FLNG Unit” means FLNG Gimi, FLNG Hilli, FLNG Mark II or any new vessel acquired, constructed or converted by the Issuer or a Restricted Subsidiary the primary purpose of which is the recovery, liquefication, storage, transportation, and/or transfer of LNG. “Four-Quarter Period” means the most recently ended four-fiscal quarter period of the Issuer for which internal financial statements are available. “GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time. “Gimi Credit Facility” means the term loan facility provided by the senior secured term loan facility agreement dated as of October 24, 2019 among Gimi MS Corporation, as borrower, ABN Amro Bank NV, Clifford Capital, ING Bank N.V, and Natixis, as mandated lead arrangers, the financial institutions listed therein as lenders, and ING Bank N.V., as facility agent and security trustee, as amended prior to the Issue Date. “Global Note Legend” means the legend identified as such in Exhibit A. “Global Notes” means the Notes that are in the form of Exhibit A issued in global form and registered in the name of the Depositary or its nominee. “guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings. “Guarantee” means, individually, any guarantee of payment of the Notes by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture hereto, and, collectively, all such guarantees. “Guarantors” means each Person that is required to, or at the election of the Issuer, does become a Guarantor by the terms of this Indenture after the Issue Date, in each case, until such Person is released from its Guarantee in accordance with the terms of this Indenture. “Hedging Obligations” of any Person means the obligations of such Person under option, swap, cap, collar, forward purchase or similar agreements or arrangements intended to manage exposure to interest rates or currency exchange rates or commodity prices, either generally or under specific contingencies. “Holder” means any registered holder, from time to time, of the Notes. “incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person 18 existing at the time such Person becomes a Restricted Subsidiary of the Issuer shall be deemed to have been incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness. “Indebtedness” of any Person at any date means, without duplication: (1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); (2) all obligations of such Person evidenced by bonds, debentures, bankers’ acceptances, notes or other similar instruments; (3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty and similar credit transactions; (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services due more than six months after such property is acquired or services are provided; (5) all Finance Lease Obligations of such Person (but not any lease that is not a Finance Lease Obligation); (6) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; (7) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis; (8) to the extent not otherwise included in this definition, net Hedging Obligations of such Person; (9) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person; and (10) the amount of any obligations under a Permitted Receivables Financing to which such Person is a party; if and to the extent that any of the foregoing items (other than letters of credit, Hedging Obligations and any Permitted Receivables Financing) would appear on a balance sheet of such Person in accordance with GAAP; provided that the definition of “Indebtedness” shall not include: (i) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty, indemnity or other unperformed obligations of the seller of such asset; (ii) customary cash pooling and cash management practices and other intercompany indebtedness 19 having a term not exceeding 364 days (inclusive of any roll-over or extension of terms) incurred in the ordinary course of business; (iii) deferred compensation, trade payables and accrued expenses arising in the ordinary course of business, deferred taxes, obligations assumed or liabilities incurred under Contracts or other forms of service agreements in the ordinary course of business (e.g., bid bonds, performance guarantees, and pre-paid hire under Contracts or similar contracts which have not yet been earned), or obligations in respect of Equity Interests that do not constitute Disqualified Equity Interests; (iv) liabilities resulting from endorsements of instruments for collection in the ordinary course of business; (v) any indebtedness with respect to which cash or Cash Equivalents in an amount sufficient to repay in full the principal and accrued interest on such indebtedness has been escrowed with the trustee or other depository for the benefit of the lenders or holders in respect of such indebtedness but only to the extent the foregoing constitutes a complete defeasance of such indebtedness pursuant to the applicable agreement governing such indebtedness; (vi) any repayment or reimbursement obligation of a Person or any of its Restricted Subsidiaries, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness and (vii) Indebtedness of consolidated variable interest entities (within the meaning of GAAP) of a Person shall not be deemed Indebtedness of any Person or any of its Subsidiaries. For purposes of this Indenture, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture to the extent such Indebtedness is recourse to such Person. The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (6), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. “Indenture” means this Indenture, as amended or supplemented from time to time. “Intellectual Property” means all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of the Issuer’s or any Restricted Subsidiary’s business. “Internal Charter” means any charter or other contract respecting the use or operations of any FLNG Unit between any Restricted Subsidiary that is a FLNG Unit owner (or an Internal Charterer of such FLNG Unit), on the one hand, and any Internal Charterer, on the other hand. “Internal Charterer” means the Issuer or any Restricted Subsidiary that is not the owner of the relevant FLNG Unit and that is a party to any contract in respect of a FLNG Unit.
20 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by Fitch, and BBB- (or the equivalent) by S&P, in each case, with a stable or better outlook. “Investments” of any Person means: (1) all direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person; (2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof); (3) all other items that would be classified as investments in another Person on a balance sheet of such Person prepared in accordance with GAAP; and (4) the Designation of any Subsidiary as an Unrestricted Subsidiary. Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of an Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.17. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Issuer shall be deemed not to be Investments. “Issue Date” means October 2, 2025, the date on which the Initial Notes are originally issued. “Issuer” means Golar LNG Limited, a Bermuda exempted company, and any successor Person resulting from any transaction permitted by Section 5.1. “Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), assignment, assignment by way of security, pledge, lease, easement, restriction, covenant, charge, security interest or similar encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement. “Limited Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise), whose consummation is not conditioned on the availability of, or on 21 obtaining, third-party financing (or, if such a condition does exist, the Issuer or any Restricted Subsidiary would be required to pay any fee, liquidated damages or other amount or be subject to any indemnity, claim or other liability as a result of such third-party financing not having been available or obtained) and (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Equity Interests or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment. “Limited Recourse Debt” means Indebtedness (including any Indebtedness in respect of a Sale and Lease-Back Transaction) incurred by a Restricted Subsidiary that has no material assets or operations other than those related to the FLNG Units referred to below for the purpose of financing the purchase price of one or more FLNG Units, as and to the extent permitted pursuant to clause (16) of Section 4.9(b), which Indebtedness may be secured by Liens on such FLNG Units and on any other assets acquired with the proceeds of such Indebtedness pursuant to clause (33) of the definition of “Permitted Liens” and any related assets related to the operation of such FLNG Units, including related Contracts, and the sole recourse of the holder of such Debt shall be to the Restricted Subsidiary that is the obligor of such Debt, to the assets permitted to secure such Debt pursuant to clause (33) of the definition of “Permitted Liens” (including the Capital Stock in such Restricted Subsidiary), and such holder shall have no recourse to the Issuer or any other Restricted Subsidiary, or to any other of their respective assets (other than such Capital Stock); provided that such Indebtedness may be guaranteed on an unsecured basis by the Issuer. “Local Content Entity” means any Affiliate of the Issuer (a) that owns or is contemplated to own an FLNG Unit or that is a party to or contemplated to be a party to a bareboat charter party agreement or any demise, other charter, lease or other right to use of an FLNG Unit owned by it or by the Issuer, any Restricted Subsidiary or another Local Content Entity and (b) the Equity Interests of which is jointly owned by the Issuer or any Restricted Subsidiary(ies) and any other Person(s) that is (are) required or necessary under local law or custom to own the Equity Interests in the Local Content Entity as a condition for (i) the operation of an FLNG Unit in such jurisdiction, (ii) the ownership of any asset owned, or contemplated to be acquired, by such entity in such jurisdiction or (iii) the business transacted, or contemplated to be transacted, by such entity in such jurisdiction; provided that Local Content Entities shall not include joint ventures that are formed in the ordinary course and for purposes other than local law requirements or local law customs. “Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References. “Moody’s” means Moody’s Investors Service, Inc., or any successor to its rating agency business. “Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale, net of: 22 (1) brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale; (2) provisions for taxes paid or payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the transfer to the Issuer of such proceeds from any Restricted Subsidiary that received such proceeds) as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements); (3) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon; (4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and (5) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds. “Net Short” means, with respect to a holder of Notes or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer, any Guarantor or any Parent Company immediately prior to such date of determination. “Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary or variable interest entity as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind through any undertaking, agreement or instrument that would constitute Indebtedness, except for Customary Recourse Exceptions, or (b) is directly or indirectly liable as a guarantor or otherwise, except in each case with pledges of Equity Interests in an Unrestricted Subsidiary or a Restricted Subsidiary whose assets consist of direct or indirect Equity Interests of an Unrestricted Subsidiary. “Note Custodian” means the Person appointed as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto. “Notes” means the Initial Notes and any Additional Notes. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture. 23 “Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness. “Offering Memorandum” means the Issuer’s offering memorandum, dated September 25, 2025, relating to the offer and sale of the Initial Notes. “Officer” means any of the following of the Issuer or any Guarantor: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, Managing Director, the Treasurer or the Secretary. “Officer’s Certificate” means a certificate signed by one Officer that meets the requirements of Section 11.4 of this Indenture. “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. “Parent Company” means any Person that is or becomes after the Issue Date a direct or indirect parent (which may be organized as, among other things, a partnership) of the Issuer. “Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Restricted Subsidiary that is not Subordinated Indebtedness. “Participant” means, with respect to the Depositary, a Person who has an account with the Depositary. “Paying Agent” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer. “Payment Default” means any default in payment of amounts when due on the Notes, without giving effect to any grace period. “Performance References” means any one or more of the Issuer, the Guarantors or any Parent Company. “Permitted Business” means any business that is the same as or related, ancillary or complementary to any of the businesses of the Issuer or the Restricted Subsidiaries on the Issue Date and any reasonable extension or evolution of any of the foregoing as determined in good faith by the Issuer. “Permitted Business Asset” means (a) one or more FLNG Units, (b) the Equity Interests of a Person owning one or more FLNG Units and/or (c) any other asset that is useful in the business of the Issuer or its Restricted Subsidiaries. “Permitted Business Investment” means Investments in any Person (including an Unrestricted Subsidiary, variable interest entity or joint venture) engaged in Permitted Business. “Permitted Investment” means:
24 (1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) any Person that will become immediately after such Investment a Restricted Subsidiary or Local Content Entity or that will merge or consolidate into the Issuer or any Restricted Subsidiary and any Investment held by any such Person at such time that was not incurred in contemplation of such acquisition, merger or consolidation; (2) Investments in the Issuer by any Restricted Subsidiary; (3) [Reserved] (4) Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of speculation; (5) Investments in cash, Cash Equivalents, U.S. Treasury securities, government securities of the United Kingdom, any member state of the European Union, Norway, Singapore, Japan, Canada, Australia and New Zealand, investment grade corporate debt securities or any fund invested primarily in the foregoing; (6) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired, and advances or extensions of credit in the nature of accounts receivable arising from the sale or lease of goods or services or the licensing of property, in each case in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances; (7) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or received in compromise or resolution of litigation, arbitration or other disputes with such parties; (8) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.10 or a transaction excluded from the definition of Asset Sale; (9) lease, utility and other similar deposits in the ordinary course of business; (10) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments; (11) Investments in Unrestricted Subsidiaries or joint ventures not to exceed the greater of (x) $100.0 million and (y) 2.0% of the Issuer’s Consolidated Total Assets determined at the time of Investment; provided, however, that if any Investment pursuant to this clause (11) is made in any Person that later becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (11) for so long as such Person continues to be a Restricted Subsidiary; 25 (12) guarantees of Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted in accordance with Section 4.9; (13) repurchases of, or other Investments in the Notes or other Indebtedness of the Issuer and its Restricted Subsidiaries; (14) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date, and any modifications, renewals or extensions that do not increase the amount of the Investment being modified, renewed or extended (as determined as of such date of modification, renewal or extension) unless the incremental increase in such Investment is otherwise permitted hereunder; (15) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Builder Basket; (16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (16) since the Issue Date and then outstanding, do not exceed the greater of (x) $100.0 million and (y) 2.0% of Consolidated Total Assets; (17) performance guarantees of any trade or non-financial operating contract (other than such contract that itself constitutes Indebtedness) in the ordinary course of business, and any Permitted Letters of Credit; (18) Investments made in accordance with recovery plans to support defined benefit plans or pension schemes sponsored by the Issuer or any Restricted Subsidiary; (19) Permitted Business Investments; and (20) in a Securitization Subsidiary that are necessary or desirable to effect any Permitted Receivables Financing. In determining whether any Investment is a Permitted Investment, the Issuer may allocate or reallocate all or any portion of an Investment among the clauses of this definition and any of the provisions of Section 4.7. “Permitted Letters of Credit” means letters of credit issued in the ordinary course of business in connection with the construction, conversion, employment or operation of FLNG Gimi, FLNG Hilli, FLNG Mark II or other FLNG Units. “Permitted Liens” means the following types of Liens: (1) Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; 26 provided that adequate reserves with respect thereto are maintained on the books of the Issuer or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (2) Liens in respect of property of the Issuer or any Restricted Subsidiary imposed by law or contract, which were not incurred or created to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and which do not in the aggregate materially detract from the value of the property of the Issuer or its Restricted Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole; (3) (i) pledges or deposits made in connection therewith in the ordinary course of business in connection with obligations of the type described in Section 4.9(b)(7) and (ii) Liens incurred in connection with or for the benefit of defined benefit plans or pension schemes sponsored by the Issuer or its Restricted Subsidiaries; (4) Liens (i) incurred in the ordinary course of business to secure the performance of tenders, bids, trade contracts, stay and customs bonds, leases, statutory obligations, surety and appeal bonds, statutory bonds, government contracts, performance and return money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (ii) incurred in the ordinary course of business to secure liability for premiums or in respect of reimbursement or indemnification obligations to insurance carriers; (5) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (6) Liens arising out of judgments or awards not resulting in a Default or an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; (7) minor defects, irregularities and deficiencies in title to, and easements, rights of way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within areas covered by, and other rights in real property in favor of the Issuer or any Restricted Subsidiary, in each case which do not interfere with the ordinary conduct of business, and which do not materially detract from the value of the property which they affect; (8) (i) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof, and (ii) Liens securing Indebtedness represented by letters of credit, bankers’ acceptances, letters of guaranty and similar credit transactions (or reimbursement agreements in respect thereof); 27 (9) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff; (10) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (11) any interest or title of a lessor under any lease entered into by the Issuer or any Restricted Subsidiary not in violation of this Indenture; (12) the filing of financing statements under the Uniform Commercial Code solely as a precautionary measure in connection with operating leases, consignments of goods or transfers of accounts, in each case to the extent not securing performance of a payment or other obligation; (13) Liens securing the Notes and any Guarantee; (14) Liens securing Hedging Obligations entered into for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of speculation; (15) Liens securing Specified Cash Management Agreements entered into in the ordinary course of business; (16) Liens in favor of the Issuer or a Restricted Subsidiary; (17) [Reserved] (18) Liens arising pursuant to Purchase Money Indebtedness or Finance Lease Obligations; provided that (i) the Indebtedness (including any fees and expenses incurred in connection therewith) secured by any such Lien (including refinancings thereof) does not exceed 100.0% of the cost of the property being acquired or leased at the time of the incurrence of such Indebtedness and (ii) any such Liens attach only to the property being financed pursuant to such Purchase Money Indebtedness (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof) and do not encumber any other property of the Issuer or any Restricted Subsidiary; (19) Liens securing Acquired Indebtedness; provided that such Indebtedness was not initially incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or being acquired or merged into the Issuer or a Restricted Subsidiary of the Issuer and such Liens do not extend to assets not subject to such Lien at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof);
28 (20) Liens on property of a Person existing at the time such Person is acquired or amalgamated or merged with or into or consolidated with the Issuer or any Restricted Subsidiary (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof); (21) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary, any variable interest entity or any joint venture owned by the Issuer or any Restricted Subsidiary of the Issuer to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary, variable interest entity or joint venture; (22) Liens arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.9; (23) (i) sales or grants of licenses or sublicenses of (or other grants of rights to use or exploit) licenses of Intellectual Property (x) existing as of the Issue Date, or (y) between or among the Issuer and its Restricted Subsidiaries or between or among any of the Restricted Subsidiaries, or (ii) licenses of Intellectual Property granted by the Issuer or any Restricted Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Issuer or such Restricted Subsidiary; (24) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; (25) Liens in favor of the Trustee as provided for in this Indenture on money or property held or collected by the Trustee in its capacity as Trustee; (26) Liens existing on the Issue Date; (27) Permitted Maritime Liens; (28) other Liens with respect to obligations which do not in the aggregate exceed at any time outstanding the greater of (i) $50.0 million and (ii) 1.0% of the Issuer’s Consolidated Total Assets determined at the time of incurrence; (29) Liens to secure Permitted Indebtedness recorded as finance leases in accordance with GAAP; (30) any right of set-off arising under common law or by statute or customary account documentation; (31) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (13), (18), (19), (20), (26), (28) and this clause (31); provided that such Liens do not extend to any additional assets (other than improvements, accessions, proceeds, replacements or dividends or distributions in respect thereof) and the amount of such Indebtedness is not 29 increased except as necessary to pay accrued and unpaid interest, premiums, fees or expenses in connection with such refinancing; (32) Liens on accounts receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing; and (33) (w) Liens on assets acquired with the proceeds of Indebtedness or Indebtedness incurred within 365 days of the acquisition of such assets (including Refinancing Indebtedness in respect thereof) pursuant to Section 4.9(b)(16) and, with respect to such Indebtedness, (x) Liens on the Capital Stock of the Restricted Subsidiary that directly owns such assets, Liens on the insurances in respect of such assets or the operation thereof and Liens on any Contract, bank account, earnings and intercompany loans relating to such assets, (y) Liens on Equity Interests of a Project Subsidiary or a Restricted Subsidiary whose only material assets consist of direct or indirect Equity Interests of a Project Subsidiary and (z) Liens on other assets and property owned by any such Restricted Subsidiary that are used in the operation, maintenance or repair of such assets acquired with the proceeds of such Indebtedness, and in respect of the foregoing, proceeds, improvements, refurbishments, additions and improvements thereto or which are incidental thereto, which Liens, in each case, secure only such Indebtedness. If any Liens securing obligations are incurred to refinance Liens securing obligations initially incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets, and such refinancing would cause the percentage of Consolidated Total Assets to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness. “Permitted Maritime Liens” means, at any time with respect to an FLNG Unit: (1) Liens for crews’ wages (including the wages of the master of the FLNG Unit) that are discharged in the ordinary course of business and have accrued for not more than ninety (90) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the FLNG Unit to sale, forfeiture or loss; (2) Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the FLNG Unit, the master of the FLNG Unit or a charterer or lessee of such FLNG Unit, which in each case have accrued for not more than ninety (90) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or 30 relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the FLNG Unit to sale, forfeiture or loss; (3) shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining, repairing, modifying, refurbishing, or rebuilding the FLNG Unit (other than those referred to in clauses (1) and (2) above), including maritime Liens for necessaries, which in each case have accrued for not more than ninety (90) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the FLNG Unit to sale, forfeiture, or loss; (4) Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the Issuer or relevant Restricted Subsidiary with the appropriate court or other tribunal to prevent the arrest or secure the release of the FLNG Unit from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the Issuer or relevant Restricted Subsidiary, and the Issuer or relevant Restricted Subsidiary shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject the FLNG Unit to sale, forfeiture, or loss; (5) Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); and (6) Liens for charters or subcharters or leases or subleases not prohibited under this Indenture. “Permitted Receivables Financing” means any receivables financing or factoring facility, including (i) an arrangement for the sale of receivables or (ii) an arrangement pursuant to which a Securitization Subsidiary purchases, otherwise acquires or receives Lien on accounts receivable of the Issuer or any Restricted Subsidiaries and enters into a third party financing thereof on customary terms that are fair and reasonable to the Issuer and its Restricted Subsidiaries. “Person” means any individual, corporation, company, exempted company, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, mutual fund trust, unincorporated organization or government or other agency or political subdivision thereof or other legal entity of any kind. “Preferred Stock” means, with respect to any Person, any and all preferred or preference shares or preference stock or other Equity Interests (however designated) of such Person whether now outstanding or issued after the Issue Date that is preferred as to the payment of dividends upon liquidation, dissolution or winding up. “principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes. 31 “Project Subsidiary” means any present or future Restricted Subsidiary of the Issuer: (a) the Capital Stock or the assets of which have been acquired primarily by means of Non-Recourse Debt; and (b) the principal business of which involves the ownership, acquisition, construction, creation, development, improvement, maintenance and/or operation of an asset, or any associated rehabilitation works which has been or is intended to be primarily financed with Non-Recourse Debt. “Purchase Money Indebtedness” means Indebtedness, including Finance Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the purpose of financing or refinancing all or any part of the purchase price of property (including FLNG Units), plant or equipment used or useful in the business of the Issuer or any Restricted Subsidiary or the cost of renovation, repair, upgrade installation, construction or improvement thereof; provided, however, that (except in the case of Finance Lease Obligations) the amount of such Indebtedness shall not exceed such purchase price or cost of such activities. “Qualified Contract” means, as of any date of determination, with respect to any FLNG Unit which is owned by the Issuer or a Restricted Subsidiary and is in commercial operation or is in the process of being constructed, converted or acquired by, or committed to be delivered to, the Issuer or any of the Restricted Subsidiaries, and is expected to commence operations within the next 12 months (as determined in good faith by the Issuer’s Chief Executive Officer or Chief Financial Officer) a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, which contract or contracts: (1) are between the Issuer or one of the Restricted Subsidiaries, on the one hand, and a Person that is not an Affiliate of the Issuer, on the other hand, and (2) provide for services to be performed by the Issuer or one or more of the Restricted Subsidiaries involving the use of such FLNG Unit by the Issuer or one or more of the Restricted Subsidiaries, in either case for a minimum aggregate period of at least one year from (i) the date of determination or (ii) a future date that is no later than the date that is 12 months from the date of determination (as determined in good faith by the Issuer’s Chief Executive Officer or Chief Financial Officer). For the avoidance of doubt, neither a letter of intent nor a letter of award with respect to an FLNG Unit is a Qualified Contract. “Qualified Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Issuer. “Qualified Equity Offering” means any public or private sale of Equity Interests (other than Disqualified Equity Interests) made for cash on a primary basis by the Issuer, or other cash
32 equity contribution to the Issuer, other than (a) any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors, trustees or employees or (b) public offerings with respect to the Issuer’s Qualified Equity Interests (or options, warrants or rights with respect thereto) registered on Form S-4 or S-8. “Rating Agencies” means Moody’s, S&P and Fitch. “Rating Decline” means the occurrence of a decrease in the rating of the Notes by two or more of the Rating Agencies (including gradations within the ratings categories, as well as between categories) within 60 days after the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention by the Issuer to effect a Change of Control or (b) the occurrence of a Change of Control, (which 60-day period shall be extended for a Rating Agency so long as the rating of the Notes is under publicly announced consideration for possible downgrade by such Rating Agency); provided, however, that a Rating Decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Change of Control Triggering Event for purposes of the definition of Change of Control Triggering Event) unless each such Rating Agency making the reduction in rating to which this definition would otherwise apply announces or publicly confirms or informs the Trustee in writing at the request of the Issuer or the Trustee that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Decline). “refinance” means to redeem, refinance, replace, defease, discharge, refund or otherwise retire for value. “Refinancing Indebtedness” means Indebtedness of the Issuer or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem, refinance, replace, defease, discharge, refund or otherwise retire for value, in whole or in part, any Indebtedness of the Issuer or any Restricted Subsidiary (the “Refinanced Indebtedness”); provided that: (1) the principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced Indebtedness and reasonable fees and expenses incurred in connection with the incurrence of the Refinancing Indebtedness; (2) the obligor of the Refinancing Indebtedness does not include any Person (other than the Issuer or any Guarantor) that is not an obligor of the Refinanced Indebtedness; (3) if the Refinanced Indebtedness was subordinated in right of payment to the Notes, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes, as the case may be, at least to the same extent as the Refinanced Indebtedness; 33 (4) the Refinancing Indebtedness has a Stated Maturity either (a) no earlier than the Refinanced Indebtedness being refinanced or (b) no earlier than 91 days after the maturity date of the Notes; and (5) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being refinanced that is scheduled to mature on or prior to the maturity date of the Notes. “Regulated Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000 that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non- U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction. “Regulation S Legend” means the legend identified as such in Exhibit A. “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture. “Restricted Notes Legend” means the legend identified as such in Exhibit A. “Restricted Payment” means any of the following: (1) the payment of any dividend or any other distribution (whether made in cash, securities or other property) on or in respect of Equity Interests of the Issuer or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Issuer or to a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of its Equity Interests on a pro rata basis or a basis more favorable to the Issuer and other Restricted Subsidiaries); (2) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by Persons 34 other than the Issuer or a Restricted Subsidiary (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer); (3) any Investment other than a Permitted Investment; or (4) any principal payment on, purchase, redemption, defeasance, prepayment, decrease or other acquisition or retirement for value prior to any scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness (other than any such payment made within one year of any such scheduled maturity or scheduled repayment or sinking fund payment and other than any Subordinated Indebtedness owed to and held by the Issuer or any Restricted Subsidiary permitted under Section 4.9(b)(6)). “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S promulgated under the Securities Act. “Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. Unless otherwise specified, references to Restricted Subsidiaries shall be to Restricted Subsidiaries of the Issuer. “S&P” means S&P Global Ratings or any successor to its rating agency business. “Sale and Lease-Back Transaction” means any arrangement providing for the leasing (or similar arrangement) by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing (or similar arrangement); provided that any leasing arrangement by any entity other than the Issuer or a Restricted Subsidiary shall not constitute a Sale and Lease-Back Transaction. “Screened Affiliate” means any Affiliate of a Holder of Notes (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to Issuer, its Subsidiaries or any Parent Company, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes. “SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the U.S. Securities Act of 1933, as amended. “Securitization Subsidiary” means a Subsidiary of the Issuer: (1) that is designated a “Securitization Subsidiary” by the officers of the Issuer, 35 (2) that does not engage in any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto, (3) no portion of the Debt or any other obligation, contingent or otherwise, of which: (a) is Guaranteed by the Issuer or any Restricted Subsidiary of the Issuer, (b) is recourse to or obligates the Issuer or any Restricted Subsidiary of the Issuer in any way, or (c) subjects any property or asset of the Issuer or any Restricted Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, (4) with respect to which neither the Issuer nor any Restricted Subsidiary of the Issuer (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results, other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing. “Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References. “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act as such Regulation was in effect on the Issue Date. “Specified Cash Management Agreements” means any agreement providing for treasury, depositary, purchasing card or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Issuer or any Restricted Subsidiary and any provider thereof. “Stated Maturity” means, with respect to any Indebtedness, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. “Subordinated Indebtedness” means Indebtedness of the Issuer or any Guarantor that is expressly subordinated in right of payment to the Notes or the Guarantees, respectively. “Subsidiary” means, with respect to any Person:
36 (1) any corporation, company, exempted company, limited liability company, association, trust or other business entity of which more than 50.0% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof). For purposes of clarity, it is understood and agreed that, notwithstanding anything in this Indenture to the contrary, variable interest entities (within the meaning of GAAP) of a Person shall not be deemed Subsidiaries of any Person. Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer. “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended. “Transaction Date” has the meaning set forth in the definition of “Consolidated Interest Coverage Ratio.” “Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend. “Treasury Rate” means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to October 2, 2027; provided, however, that if the period from the redemption date to October 2, 2027 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to October 2, 2027 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. “Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York. “United States” or “U.S.” means the United States of America. “Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with Section 4.17 and (2) any Subsidiary of an Unrestricted Subsidiary. 37 “U.S. Government Obligations” means direct non-callable obligations of, or guaranteed by, the United States for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. “Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person. “Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at Stated Maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness. “Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Equity Interests of which (other than directors’ qualifying shares) are owned by the Issuer or another Wholly Owned Subsidiary. Section 1.2. Other Definitions. Term Defined in Section “acceleration declaration” 6.2 “Act” 11.13 “Actual Consolidated Cash Flow” Definition of “Consolidated Interest Coverage Ratio” “Additional Amounts” 4.13 “Affiliate Transaction” 4.11(a) “Alternate Offer” 4.13(g) “Applicable Premium Deficit” 8.8 “Applicable Taxes” 4.13(a) “Authorized Agent” 11.7 “Change of Control Offer” 4.13(b) “Change of Control Payment Date” 4.13(b) “Change of Control Purchase Price” 4.13(a) “Contractual Consolidated Cash Flow” Definition of “Consolidated Interest Coverage Ratio” “Covenant Defeasance” 8.3 “Coverage Ratio Exception” 4.9(a) “Designation” 4.17(a) “Designation Amount” 4.17(a) “Directing Holder” 6.12(a) “EDGAR” 4.3(e) “Event of Default” 6.1 “Event of Loss Offer” 4.18(b) “Excess Proceeds” 4.10(b) “FATCA” 4.13(a)(6) 38 Term Defined in Section “FPI” 4.3(a)(1) “Initial Lien” 4.12(a) “Initial Notes” Preamble “LCT Election” 1.4(a) “LCT Test Date” 1.4(a) “Legal Defeasance” 8.2 “MD&A” 4.3(a)(1) “Net Proceeds Offer” 4.10(c) “Net Proceeds Offer Amount” 4.10(d) “Net Proceeds Offer Period” 4.10(d) “Net Proceeds Purchase Date” 4.10(d) “Noteholder Direction” 6.12(a) “Permitted Indebtedness” 4.9(b) “Position Representation” 6.12(a) “QIBs” 2.1(b) “Redesignation” 4.17(c) “Registrar” 2.3 “Regulation S” 2.1(b) “Regulation S Global Note” 2.1(b) “Relevant Taxing Jurisdiction” 4.13(a) “Restricted Payments Builder Basket” 4.7(a) “Reversion Date” 4.18 “Rule 144A” 2.1(b) “Rule 144A Global Note” 2.1(b) “Successor” 5.1(a) “Tax Redemption 3.8(a) “Tax Redemption Date” 3.8(a) “Tax Redemption Price” 3.8(a) “Trustee” Preamble “Verification Covenant” 6.12(a) Section 1.3. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it herein; (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP; (c) “or” is not exclusive; (d) words in the singular include the plural, and in the plural include the singular; (e) unless otherwise specified, any reference to Section, Article or Exhibit refers to such Section, Article or Exhibit, as the case may be, of this Indenture; (f) provisions apply to successive events and transactions; and 39 (g) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time. Section 1.4. Limited Condition Transaction. (a) Notwithstanding anything to the contrary in this Indenture, when (a) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Interest Coverage Ratio or the Consolidated Total Debt Ratio, (b) determining compliance with any provision of this Indenture which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (c) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated Total Assets), in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the availability under any baskets shall, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (a), (b) and (c) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). (b) If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently ended period prior to the LCT Test Date for which annual or quarterly consolidated financial statements of the Issuer are available (as determined in good faith by the Issuer), the Issuer could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to clauses (1), (2) and (7) (solely with respect to the Issuer) under Section 6.1, shall be continuing on the date such Limited Condition Transaction is consummated. (c) For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations any components of such ratio (including due to fluctuations of the target of any Limited Condition Transaction)) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to clauses (1), (2) and (7) (solely with respect to the Issuer) under Section 6.1 shall be continuing. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for
40 such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Equity Interests or Preferred Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date. (d) Notwithstanding the foregoing, the Issuer may at any time withdraw any LCT Election, in which case any Indebtedness and Liens incurred in reliance on such LCT Election in accordance with the foregoing outstanding at such time, if any, shall be deemed to be incurred on the date of such withdrawal. ARTICLE II THE NOTES Section 2.1. Form and Dating. The Notes shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes will be issued in registered form, without coupons, and in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The registered Holder will be treated as the owner of such Note for all purposes. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (a) The Notes shall be issued initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Registrar or the Note Custodian, at the direction of the Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.6. (b) The Initial Notes are being issued by the Issuer only (i) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”). After such initial issuance, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs in reliance on Rule 144A, outside the United States pursuant to Regulation 41 S, to the Issuer, in accordance with certain transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bear the Restricted Notes Legend and the Global Notes Legend (collectively, the “Rule 144A Global Note”), deposited with the Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be initially issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A and bearing the Regulation S Legend and the Global Notes Legend (collectively, the “Regulation S Global Note”), deposited with the Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. To the extent CUSIP numbers are issued pursuant to Section 2.14, the Rule 144A Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, at the direction of the Trustee, in accordance with the instructions given by the Holder thereof as required by Section 2.6(b) hereof. Transfers of Notes among QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.15. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1 and Section 2.2, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary. Section 2.2. Execution and Authentication. An Officer shall sign the Notes for the Issuer by manual, facsimile or pdf or other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. The signature of an authorized signatory of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon receipt of a written order of the Issuer signed by one Officer directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with and receipt of an Opinion of Counsel, authenticate Notes for original issue in the aggregate principal amount stated in such written order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent or agents. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer. 42 Section 2.3. Registrar; Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange in its capacity as both registrar and transfer agent (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional Paying Agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer and/or any Restricted Subsidiary may act as Paying Agent or Registrar. The Issuer shall notify the Trustee in writing and the Holders, of the name and address of any Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent, at its Corporate Trust Office. The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and each Agent hereunder shall only be obligated to perform the duties set out in this Indenture and shall have no implied duties. No Agent hereunder shall be any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any person other than the Issuer. Each Agent may conclusively rely, and shall be protected in acting or refraining from acting, on any document believed by it to be genuine and to have been signed or presented by the proper person. Each Agent shall be entitled to refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received or in order to comply with any applicable law. Section 2.4. Paying Agent to Hold Money. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal or premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay to the Trustee all money held by it. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for such money. If the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of any of the events specified in Section 6.1, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, the Paying Agent and the Trustee (i) shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05 and (ii) shall not be obligated to make any payments until they have confirmed receipt of funds sufficient to make the relevant payment. 43 Section 2.5. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. Section 2.6. Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) deposited with the Trustee as custodian for DTC, (ii) registered in the name of Cede & Co., as nominee of DTC, and (iii) bear the Global Note legends as required by Section 2.6(e). Ownership of beneficial interest in each global note shall be limited to Participants in the Depositary or persons who hold interests through Participants. Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Issuer, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any Beneficial Owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners in a Global Note may be transferred in accordance with Section 2.15 and the rules and procedures of the Depositary. In addition, certificated Notes shall be transferred to Beneficial Owners in exchange for their beneficial interests only if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer within 90 days or (ii) the Issuer, at its option, notifies the Trustee that it elects to cause the issuance of certificated Notes and any Participant requests a certificated Note in accordance with the Depositary’s procedures.
44 (c) In connection with the transfer of an entire Global Note to Beneficial Owners pursuant to Section 2.6(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee (in accordance with Section 2.2) shall authenticate and deliver to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of certificated Notes of authorized denominations. (d) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Registrar in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. (g) General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate (in accordance with Section 2.2) Global Notes and certificated Notes at the Registrar’s request. (2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 3.6, Section 4.10, Section 4.14, Section 4.18 or Section 9.4). (3) All Global Notes and certificated Notes issued upon any registration of transfer or exchange of Global Notes or certificated Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes (or interests therein) or certificated Notes surrendered upon such registration of transfer or exchange. (4) None of the Issuer, the Trustee or the Registrar is required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of 15 days before the day of any selection of Notes for redemption and ending at the close of business on the day of such selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 45 (5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes (subject to the rights of Holders as of the relevant record dates) and for all other purposes, and none of the Trustee, any Agent, or the Issuer shall be affected by notice to the contrary. (6) The Trustee shall authenticate Global Notes and certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any certificated Note in exchange for a Global Note. (7) Each Holder agrees to indemnify the Issuer, the Trustee and the Agents against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (8) Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (9) In connection with any proposed exchange of a certificated Note for a Global Note, the Issuer or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Section 2.7. Replacement Notes. If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon the written order of the Issuer signed by an Officer of the Issuer, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee to protect the Trustee and in the judgement of the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer, the Trustee and the Agents may charge for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 46 Section 2.8. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. If a Note is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser within the meaning of Section 8-405 of the Uniform Commercial Code. If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on any payment date, money sufficient to pay the amounts under the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Section 2.9. Treasury Notes. In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Responsible Officer of the Trustee has written notice as being so owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity. Section 2.10. Reserved. Section 2.11. Cancellation. The Issuer at any time may deliver to the Trustee or the Registrar for cancellation any Notes previously authenticated and delivered hereunder or which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee or Registrar. All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Section 2.7, the Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee or Registrar for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with its retention policy then in effect, and certification of their disposal delivered to the Issuer upon its written request therefor. Section 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be the earliest practicable date but in all events at least five Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1. The Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date. At least 15 days before the special record 47 date, the Issuer (or, at the written request of the Issuer, the Trustee, in the name and at the expense of the Issuer) shall send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Trustee will have no duty whatsoever to determine whether any defaulted interest is payable or the amount thereof. Notwithstanding the foregoing, if the Issuer pays the defaulted interest prior to the date that is 30 days after the date of default in payment of interest, no special record date will be set and payment will be made to the Holders as of the original record date. Section 2.13. Computation of Interest. Interest, if any, on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Section 2.14. CUSIP, ISIN and “Common Code” Numbers. The Issuer in issuing the Notes may use a “CUSIP” and “ISIN” (if then generally in use), and if it does so, the Trustee shall use the CUSIP and ISIN and “Common Code” numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and ISIN and “Common Code” numbers printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee, the Paying Agent and the Registrar in writing of any change in any CUSIP or ISIN and “Common Code” numbers. Section 2.15. Special Transfer Provisions. Each Note issued pursuant to an exemption from registration under the Securities Act (other than any Notes issued in reliance on Regulation S) will constitute a Transfer Restricted Note and be required to bear the Restricted Notes Legend until the date that is six months after the later of the date of original issue and the last date on which the Issuer or any affiliate (within the meaning of Rule 405 under the Securities Act) of the Issuer was the owner of such Notes (or any predecessor thereto), unless and until such Transfer Restricted Note is transferred or exchanged pursuant to an effective registration statement under the Securities Act. (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note issued in reliance on Regulation S to a QIB: (1) The Registrar shall register the transfer of a Note issued in reliance on Regulation S by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a certificate substantially in the form set forth in Exhibit C from the proposed transferor; provided that the certificate required by this clause (b) shall only be required prior to the expiration of the Restricted Period. (2) If the proposed transferee is a Participant and the Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the certificate required by paragraph 2.15(a)(1) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial
48 interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such Regulation S Global Note to be so transferred. (b) Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S: (1) The Registrar shall register any proposed transfer of a Transfer Restricted Note by a Holder pursuant to Regulation S upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a certificate substantially in the form set forth in Exhibit D hereto from the proposed transferor. (2) If the proposed transferee is a Participant and the Transfer Restricted Note to be transferred consists of an interest in the Rule 144A Global Note upon receipt by the Registrar of (x) the certificate, if any, required by paragraph 2.15(b)(1) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in such Rule 144A Global Note to be transferred. (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A, Regulation S or other applicable exemption, as the case may be) and such other procedures as may from time to time be adopted by the Issuer and notified to the Trustee in writing. (d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (e) Regulation S Legend. Upon the transfer, exchange or replacement of Notes not bearing the Regulation S Legend, the Registrar shall deliver Notes that do not bear the Regulation S Legend. Upon the transfer, exchange or replacement of Notes bearing the Regulation S Legend, the Registrar shall deliver only Notes that bear the Regulation S Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the 49 Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f) General. By its acceptance of any Note bearing the Restricted Notes Legend or the Regulation S Legend, as applicable, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend or the Regulation S Legend, as applicable, and agrees that it shall transfer such Note only as provided in this Indenture. A transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a certificated Note or a beneficial interest in another Global Note shall be subject to compliance with applicable law and the applicable procedures of the Depositary but is not subject to any procedure required by this Indenture. In connection with any proposed transfer pursuant to Regulation S or pursuant to any other available exemption from the registration requirements of the Securities Act (other than pursuant to Rule 144A), the Issuer may require the delivery of an Opinion of Counsel, other certifications or other information satisfactory to the Issuer. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.15. Section 2.16. Issuance of Additional Notes. The Issuer shall be entitled to issue Additional Notes in an unlimited aggregate principal amount under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, first interest payment date applicable thereto, date from which interest will accrue and transfer restrictions; provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9; provided, further, that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax or other purposes, such Additional Notes shall have a separate CUSIP number from the Initial Notes. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Notes, the Issuer shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the date from which interest shall accrue; (c) whether such Additional Notes shall be Transfer Restricted Notes; and (d) that such issuance is not prohibited by this Indenture. The Trustee shall, upon receipt of the Officer’s Certificate and Opinion of Counsel, authenticate the Additional Notes in accordance with the provisions of Section 2.2 of this Indenture. 50 ARTICLE III REDEMPTION AND PREPAYMENT Section 3.1. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7, it shall furnish to the Trustee, at least two Business Days (or such shorter period as is acceptable to the Trustee) before sending a notice of such redemption, an Officer’s Certificate setting forth the (i) section of this Indenture pursuant to which the redemption shall occur, (ii) redemption date and (iii) principal amount of Notes to be redeemed. Section 3.2. Selection of Notes to Be Redeemed. In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, the Notes for redemption will be selected on a pro rata pass through distribution of principal basis (and for any Notes represented by a Global Note in accordance with the rules and procedures of DTC); provided that no Notes of $200,000 or less shall be redeemed in part. On and after the applicable date of redemption, unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent for the Notes funds in satisfaction of the applicable redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to this Indenture. In the case of certificated Notes only, the Paying Agent or the Registrar shall promptly notify the Issuer in writing of the Notes selected for redemption. The Paying Agent may select for redemption portions (equal to $1,000 or any integral multiples of $1,000 thereof) of the principal of the Notes that have minimum denominations larger than $200,000. The Paying Agent and the Registrar shall not have any liability for any selections made in accordance with this Section 3.2. Section 3.3. Notice of Optional Redemption or Tax Redemption. The Issuer shall deliver or cause to be delivered in accordance with Section 3.2, a notice of optional redemption or a Tax Redemption to each Holder whose Notes are to be redeemed (with a copy to the Trustee), at least 10 days but not more than 60 days before a redemption date, except that redemption notices may be delivered more than 60 days before a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII. Any notice of redemption or offer to purchase (including, for the avoidance of doubt, a Change of Control Offer or Alternate Offer) may, at the Issuer’s (or, in the case of a Change of Control Offer, Alternate Offer or other offer to purchase made by a third party, such third party making such Change of Control Offer, Alternate Offer or other offer to purchase) discretion, be subject to one or more conditions precedent. If such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s (or such third party’s) discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer (or such third party) in its sole discretion), or that such redemption or repurchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer (or such third party) in its sole discretion) by the redemption date or repurchase date, or by the redemption date or repurchase date as so delayed, or that such notice may be rescinded at any time in the Issuer’s (or such third party’s) 51 discretion if as determined in good faith by the Issuer (or such third party), any or all of such conditions will not be satisfied. The Issuer (or such third party) shall provide the Trustee with written notice of the satisfaction or waiver of such conditions precedent, the delay of such redemption or repurchase or the rescission of such notice of redemption or offer to purchase in the same manner that the related notice of redemption or offer to purchase was given to the Trustee, and, upon the Issuer’s (or such third party’s) written request, the Trustee shall send a copy of such notice to the Holders in the same manner that the related notice of redemption or offer to purchase was given to such Holders. In addition, the Issuer (or such third party) may provide in such notice that payment of the redemption or repurchase price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of Notes eligible under this Indenture to be redeemed. The notice shall identify the Notes to be redeemed and shall state: (a) the redemption date; (b) the redemption price (or the method by which it is to be determined); (c) if any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note if such Notes is in physical, certificated form, a new Note or Notes in a principal amount equal to the unredeemed portion of the Note shall be issued upon cancellation of the original Note and if such Note is in global form, an annotation will be made to the Note; (d) the name and address of the Paying Agent; (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (f) that, unless the Issuer defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date; (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; (h) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed; (i) that no representation is made as to the correctness or accuracy of the CUSIP number, ISIN and/or “Common Code,” if any, listed in such notice or printed on the Notes; and (j) any conditions precedent to such redemption. At the Issuer’s written request, the Trustee or the Paying Agent shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee and the Paying Agent, at least two Business Days prior to the date of the giving of the notice of redemption (or such shorter period as is acceptable to the
52 Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph. The notice sent in the manner herein provided shall be deemed to have been duly given whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. Section 3.4. Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.3, Notes called for redemption become due and payable on the redemption date at the applicable redemption price, subject to satisfaction of any conditions specified in the notice of redemption and as further contemplated by the first paragraph of Section 3.3. Section 3.5. Deposit of Redemption Price. On or before 3:00 p.m. (London time) on the redemption date, the Issuer shall deposit with the Paying Agent (other than the Issuer or an Affiliate of the Issuer) money sufficient to pay the redemption price on all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of all Notes to be redeemed. If Notes called for redemption are paid or if the Issuer has deposited with the Paying Agent money sufficient to pay the redemption price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed, on and after the redemption date, and interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption (regardless of whether certificates for such securities are actually surrendered). If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, and interest, if any, shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest, if any, not paid on such unpaid principal, in each case, at the rate provided in the Notes and in Section 4.1. Section 3.6. Notes Redeemed in Part. Upon surrender and cancellation of a certificated Note that is redeemed in part, the Issuer shall issue and, upon the written request of an Officer of the Issuer as provided in Section 2.2, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered and canceled; provided that each such new Note will be in a principal amount of $200,000 or integral multiples of $1,000 in excess thereof. Section 3.7. Optional Redemption. (a) The Notes may be redeemed, in whole or in part, at any time or from time to time prior to October 2, 2027 at the option of the Issuer, upon notice as provided in Section 3.3, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium, and accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive 53 interest due on the relevant interest payment date that is on or prior to the redemption date). The Issuer will calculate the Treasury Rate and Applicable Premium and, no later than two Business Day prior to the redemption date, provide an Officer’s Certificate to the Trustee setting forth the Treasury Rate and the Applicable Premium. The Trustee shall have no duty to calculate or verify the Issuer’s calculations of the Treasury Rate or the Applicable Premium. (b) At any time or from time to time on or after October 2, 2027, the Issuer, at its option, may redeem the Notes, in whole or in part, upon notice as provided in Section 3.3, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on October 2 of the years indicated below: Year Optional Redemption Price 2027 .................................................................................. 103.750% 2028 .................................................................................. 101.875% 2029 and thereafter ........................................................... 100.000% (c) At any time or from time to time prior to October 2, 2027, the Issuer, at its option, may, on any one or more occasions, redeem up to 40.0% of the principal amount of the outstanding Notes issued under this Indenture, upon notice as provided in Section 3.3, in an amount not greater than the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 107.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) at least 60.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after giving effect to any such redemption (unless all such Notes are redeemed substantially concurrently); and (2) the redemption occurs not more than 180 days after the date of the closing of any such Qualified Equity Offering. (d) In connection with any tender offer for the Notes, including any Change of Control Offer, Alternate Offer, Event of Loss Offer or Asset Sale Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer shall have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following any such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date or purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date. 54 (e) The Issuer may acquire Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase, negotiated transaction or otherwise, in accordance with applicable securities laws. Section 3.8. Redemption for Tax Reasons (a) The Issuer may redeem the Notes at its option, in whole but not in part (a “Tax Redemption”), at any time upon giving not less than 10, but not more than 60 days, prior notice to the holders of the Notes (which notice will be given in accordance with the procedures described in Section 3.3) at a redemption price (the “Tax Redemption Price”) equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed by the Issuer for the Tax Redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the Tax Redemption or otherwise (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the notes, the Issuer is or would be required to pay Additional Amounts, and (a) the Issuer cannot avoid such requirement by taking reasonable measures available to it (including the designation of a different paying agent) and (b) the requirement arises as a result of: (1) any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction which change or amendment has not been announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum (or, if the applicable relevant taxing jurisdiction became a relevant taxing jurisdiction on a date after the date of the Offering Memorandum, such later date); or (2) any amendment to, or change in, an official written interpretation or application of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change has not been announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum (or, if the applicable relevant taxing jurisdiction became a relevant taxing jurisdiction on a date after the date of the Offering Memorandum, such later date). (b) The Issuer shall not give any notice of redemption pursuant to this Section 3.8 earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes was then due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Prior to the publication or, where relevant, mailing of any notice of redemption pursuant to the foregoing, the Issuer will deliver to the Trustee an opinion of independent tax counsel to the effect that there has been such amendment or change which would entitle the Issuer to redeem the Notes. (c) Before the Issuer publishes or mails notice of redemption of the Notes as described in this Section 3.8, the Issuer will deliver to the Trustee and Paying Agent an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Trustee and Paying Agent will accept and shall be entitled to 55 conclusively rely without further inquiry on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes. (d) The foregoing will apply mutatis mutandis to any jurisdiction in which any successor person to the Issuer is, for tax purposes, organized or resident or engaged in business or through which payment is made by, or on behalf of, such person on the Notes (or, in each case, any political subdivision or taxing authority thereof or therein). ARTICLE IV COVENANTS Section 4.1. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent (if other than the Issuer or a Subsidiary thereof) receives to its designated account, as of 3:00 p.m. (London time) on the relevant payment date, U.S. dollars deposited by the Issuer in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful. Section 4.2. Maintenance of Office or Agency. The Issuer shall maintain an office or agency where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer and Guarantors in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands with respect to the Notes and this Indenture may be made or served at the Corporate Trust Office of the Trustee. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.3. Section 4.3. Provision of Financial Information. (a) Whether or not the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee within the time periods set forth below or as specified in the SEC’s rules and regulations for non-accelerated filers:
56 (1) within two months after the end of the Issuer’s first three quarterly periods of each year, a quarterly reports in the form that would customarily be filed with the SEC on Form 6-K if the Issuer is a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act or if the Issuer would be considered a “foreign private issuer” if it would have been at such time subject to Section 13(a) or 15(d) of the Exchange Act (an “FPI”) or, if the Issuer is not an FPI, on Form 10-Q, containing, whether or not required by Form 6-K or Form 10-Q, the Issuer’s unaudited quarterly consolidated financial statements (including a balance sheet, statement of operations, changes in shareholders’ equity and cash flow) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations or equivalent disclosure (the “MD&A”) as of the end of and for such fiscal quarter or year to date period to such end of quarter; (2) an annual report on Form 20-F if the Issuer is an FPI or, if the Issuer is not an FPI, on Form 10-K containing, whether or not required, the Issuer’s audited consolidated financial statements, a report by the Issuer’s certified independent accountants and an MD&A for such fiscal year; and (3) a current report on Form 6-K if the Issuer is an FPI or, if the Issuer is not an FPI, a current report on Form 8-K; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s EDGAR system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any holder of Notes. Notwithstanding the foregoing, (a) the above information will not be required to contain (i) the separate financial information for Guarantors as contemplated by Rules 3-10, 13-01 or 13-02 of Regulation S-X, (ii) any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X, (iii) any information contemplated by Rule 3-16 of Regulation S-X, (iv) any schedules required by Regulation S-X, or (v) in each such case, any successor provisions and (b) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein, (v) to the extent pro forma financial information is required to be provided by the Issuer, the Issuer may provide only pro forma revenues, net income, EBITDA, senior secured debt, total debt and capital expenditures (or equivalent financial information) in lieu thereof, and (vi) the reports referred to in clauses (1) and (2) above shall not be required to present compensation or beneficial ownership information, or to include any exhibits required by Form 10-K, Form 10-Q or Form 8-K. (b) If the Issuer is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, then the Issuer may satisfy its obligations under this Section 4.3 with respect to the information relating to the Issuer that would be required in Section 4.3(a) by furnishing such financial information relating to any Parent Company; provided that if the financial information so furnished relates to any Parent Company, the same is accompanied by a reasonably detailed description, either on the face of the financial information or in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the quantitative differences between the information relating to such Parent Company, on the one 57 hand, and the information relating to the Issuer and the Restricted Subsidiaries on a standalone basis, on the other hand, if material. (c) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries, individually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.3(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries excluding the Unrestricted Subsidiaries. (d) So long as any Notes are outstanding (unless restricted by law, including in connection with any proposed securities offering), the Issuer shall also: (1) use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls after the delivery of the information referred to in Section 4.3(a)(1) or (2) (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Issuer and/or its Restricted Subsidiaries and/or any Parent Company of the Issuer) to discuss financial and operating results and related matters unless the Issuer reasonably determines that to do so would conflict with applicable securities laws; and (2) issue a press release or otherwise provide notice of such conference call in the same manner in which information was delivered pursuant to Section 4.3(a)(1) and (2) which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain access to the conference call. (e) The Issuer may satisfy its delivery obligations with respect to any information required by this covenant by filing the same with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) (or any successor system), or by making it available on a public website on which the reports required by Section 4.3(a) are posted along with details regarding the times and dates of conference calls required above and information on how to obtain access to such conference calls, or on Intralinks or any comparable password protected online data system, which may require a confidentiality acknowledgement. (f) Any and all Defaults arising from a failure to furnish in a timely manner any information or notice required by this covenant shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 4.3) upon furnishing such information or notice as contemplated by this Section 4.3 (but without regard to the date on which such information or notice is so furnished). (g) For so long as any Notes remain outstanding, the Issuer shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or 58 constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s, any Guarantor’s or any other person’s compliance with any of the covenants in this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other person’s compliance with any of the covenants described herein or to determine whether such reports, information or documents have been posted on any website or other online data system or filed with the SEC through EDGAR (or other applicable system), to examine such reports, information, documents to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein, or to participate in any conference calls. Section 4.4. Compliance Certificate. The Issuer shall deliver to the Trustee, within 135 days after the end of each fiscal year beginning with the end of the year of the original issue date of the Notes (which fiscal year ends December 31, 2025), an Officer’s Certificate, stating whether or not to the knowledge of the signer thereof the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and, if the Issuer is in default, specifying all such Default or Events of Default and the nature and the status thereof of which he or she may have knowledge. In addition, the Issuer shall deliver to the Trustee, as soon as possible, and in any event within 30 calendar days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Default or Event of Default, its status and the action that the Issuer proposes to take with respect thereto. Such Officer’s Certificate shall also comply with any additional requirements set forth in Section 11.4. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received notice thereof at its Corporate Trust Office and such notice references the Issuer, this Indenture and the Notes. Section 4.5. [Reserved] Section 4.6. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. Section 4.7. Limitation on Restricted Payments. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment: (1) an Event of Default shall have occurred and be continuing or shall occur as a consequence thereof; 59 (2) the Issuer is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date (other than Restricted Payments made pursuant to Sections 4.7(b)(2) through (12) exceeds the sum (the “Restricted Payments Builder Basket”) of (without duplication): (A) 50.0% of Consolidated Net Income of the Issuer and the Restricted Subsidiaries for the period (taken as one accounting period) commencing on July 1, 2025, to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements of the Issuer are available (or, if such Consolidated Net Income shall be a deficit, minus 100.0% of such deficit), plus (B) 100.0% of (i) the aggregate net cash proceeds, or the Fair Market Value of any assets or Equity Interests of any Person engaged in a Permitted Business, in each case received by the Issuer or its Restricted Subsidiaries on or after the Issue Date as a contribution to the Issuer’s common equity capital or from the issue or sale of Qualified Equity Interests of the Issuer or from the issue or sale of convertible or exchangeable Disqualified Equity Interests of the Issuer or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Qualified Equity Interests (other than Equity Interests or debt securities issued or sold to a Restricted Subsidiary of the Issuer or net cash proceeds received by the Issuer from Qualified Equity Offerings to the extent applied to redeem the Notes in accordance with the provisions set forth under Section 3.7(c)), and (ii) the aggregate net cash proceeds, if any, received by the Issuer or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (i) above, plus (C) in the case of the disposition or repayment of or return on any Investment made by the Issuer after the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to 100.0% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash or other property (valued at the Fair Market Value thereof) as the return of capital with respect to such Investment, plus (D) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary to the extent such Investments reduced the Restricted Payments Builder Basket and were not previously repaid or otherwise reduced. (b) Notwithstanding the foregoing, Section 4.7(a) shall not prohibit:
60 (1) the payment of any dividend or redemption payment or the making of any distribution within 60 days after the date of declaration thereof if, on the date of declaration, the dividend, redemption or distribution payment, as the case may be, would have complied with the provisions of this Indenture; (2) any Restricted Payment made in exchange for, or out of the proceeds of, the substantially concurrent issuance and sale of Qualified Equity Interests (or not more than 180 days after such issuance and sale); (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.9 and the other terms of this Indenture (or not more than 180 days after such incurrence); (4) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (A) at a purchase price not greater than 101.0% of the principal amount of such Subordinated Indebtedness in the event of a Change of Control in accordance with provisions similar to Section 4.14 or (B) at a purchase price not greater than 100.0% of the principal amount thereof in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Issuer has made the Change of Control Offer or Net Proceeds Offer, if required, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Net Proceeds Offer; (5) so long as no Event of Default has occurred and is continuing or would result therefrom, redemptions, repurchases or other acquisitions or retirements for value by the Issuer of Equity Interests of the Issuer, any Parent Company or any Restricted Subsidiary held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), either (x) upon any such individual’s death, disability, retirement, severance or termination of employment or service or (y) pursuant to any equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement; provided, in any case, that the aggregate cash consideration paid for all such redemptions, repurchases or other acquisitions or retirements shall not exceed (A) the greater of (x)$25.0 million and (y) 0.5% of Consolidated Total Assets during any calendar year (with unused amounts in the preceding calendar year being carried forward to succeeding calendar years) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer (to the extent received by or contributed to the Issuer or any Restricted Subsidiary) from the issuance and sale after the Issue Date of Qualified Equity Interests to its officers, directors or employees that have not been applied to the payment of Restricted Payments pursuant to this clause (5), plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this clause (5); 61 (6) (A) redemptions, repurchases or other acquisitions or retirements for value by the Issuer of, Equity Interests of the Issuer or any Parent Company deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests of the Issuer or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereof and (B) any repurchase, redemptions or other acquisitions or retirements for value of Equity Interests of the Issuer made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or similar rights; (7) so long as no Event of Default has occurred and is continuing or would result therefrom, dividends or distributions on Disqualified Equity Interests or Designated Preferred Stock of the Issuer or any Restricted Subsidiary or on any Preferred Stock of any Restricted Subsidiary, in each case issued in compliance with Section 4.9 to the extent such dividends or distributions are included in the definition of Consolidated Interest Expense; (8) the payment of cash in lieu of fractional Equity Interests of the Issuer; (9) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of assets that complies with Section 5.1; (10) cash distributions by the Issuer to the holders of Equity Interests of the Issuer in accordance with a distribution reinvestment plan or dividend reinvestment plan to the extent such payments are applied to the purchase of Equity Interests directly from the Issuer; (11) purchases or repurchase of Common Shares not to exceed the greater of (x) $250 million and (y) 5.0% of Consolidated Total Assets (measured at the time of such payment); or (12) so long as no Payment Default or Event of Default has occurred and is continuing or would result therefrom, (a) payment of other Restricted Payments from time to time in an aggregate amount since the Issue Date not to exceed (A) prior to the commencement of commercial operation of FLNG Mark II, the greater of (x) $110.0 million and (y) 2.0% of Consolidated Total Assets at the time of payment and (B) after the FLNG Mark II commences commercial operations, the greater of (x) $200.0 million and (y) 4.0% of Consolidated Total Assets at the time of payment in each case, per calendar year, and (b) payment of other Restricted Payments in an unlimited amount so long as after giving pro forma effect thereto the Consolidated Total Debt Ratio does not exceed 2.00 to 1.00; provided that no issuance and sale of Qualified Equity Interests used to make a payment pursuant to clauses (2) or (5)(B) above shall increase the Restricted Payments Builder Basket to the extent of such payment. For purposes of determining compliance with this Section 4.7, in the event that any Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 4.7(a) or Sections 4.7(b)(1) through (12) 62 and/or one or more of the clauses contained in the definition of “Permitted Investments,” the Issuer will, in its sole discretion, be entitled to divide or classify (or later divide, classify or reclassify), in whole or in part, such Restricted Payment or Investment (or any portion thereof) among Section 4.7(a) and/or such Sections 4.7(b)(1) through (12) and/or one or more clauses contained in the definition of “Permitted Investments” in a manner that otherwise complies with this covenant. If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture, all such Investments previously made in such Person shall be Permitted Investments under clause (1)(b) of the definition thereof, and for the avoidance of doubt, all such Investments shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (3) of the definition of “Restricted Payments”, in each case, to the extent such Investments would otherwise be so counted. For the purposes of determining compliance with any U.S. dollar-denominated restriction on Restricted Payments denominated in a foreign currency, the U.S. dollar-equivalent amount of such Restricted Payment shall be calculated based on the relevant currency exchange rate in effect on the date that such Restricted Payment was made. The amount of any Restricted Payment (other than cash) will be the Fair Market Value on the date of the Restricted Payment (or, in the case of a dividend, on the date of declaration) of the assets or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Section 4.8. Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Shares shall not be deemed a restriction on the ability to make distributions on Equity Interests); (2) make loans or advances, or pay any Indebtedness or other obligation owed, to the Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness or obligations incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Issuer or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above); 63 (b) Notwithstanding the foregoing, Section 4.8(a) shall not prohibit encumbrances or restrictions: (1) existing under the Gimi Credit Facility, the Existing Nordic Bonds or the Existing Convertible Notes existing on the Issue Date or any other agreements existing on the Issue Date; (2) existing under this Indenture, the Notes and the Guarantees; (3) existing under any instrument governing Acquired Indebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (4) existing under any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired (including after acquired property); (5) existing under any amendment, restatement, modification, renewal, increases, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1), (2), (3), (4) or (10) of this Section 4.8(b) or this clause (5); provided, however, that such encumbrances and restrictions contained in such amendments, restatements, modifications, renewals, increases, supplements, refunding, replacements or refinancing are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than such encumbrances and restrictions contained in the agreements referred to in such clauses on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; (6) existing under or by reason of applicable law, regulation or order; (7) resulting from non-assignment provisions of any contract, including any bareboat charter party agreement or any demise, other charter or any lease, entered into in the ordinary course of business; (8) in the case of Section 4.8(a)(3) above, encumbrances or restrictions permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (9) imposed under any agreement to sell Equity Interests or assets, as permitted under this Indenture, to any Person pending the closing of such sale; (10) (A) resulting from any other agreement governing Indebtedness or other obligations entered into after the Issue Date that contains encumbrances and restrictions that in the good faith judgment of the Issuer are not materially more restrictive, taken as a
64 whole, with respect to any Restricted Subsidiary than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date or those contained in this Indenture, the Notes and the Guarantees or (B) contained in agreements or instruments governing such Indebtedness that is customary and does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer in good faith, to make scheduled payments of cash interest and principal on the Notes when due; (11) as a result of customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the disposition or distribution of ownership interests in or assets of such partnership, limited liability company, joint venture, corporation or similar Person; (12) resulting from any agreement governing Purchase Money Indebtedness and any Refinancing Indebtedness in respect thereof incurred in compliance with Section 4.9 that imposes restrictions of the nature described in Section 4.8(a)(3) on the assets acquired; (13) on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (14) with respect to an Unrestricted Subsidiary or Equity Interests thereof pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property so acquired; (15) resulting from supermajority voting requirements existing under corporate charters, by-laws, stockholders agreements and similar documents and agreements; (16) restrictions constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing; and (17) restrictions contained in any Limited Recourse Debt. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions, repairs, attachments or accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof. Section 4.9. Limitation on Additional Indebtedness. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided that the Issuer and 65 any of its Restricted Subsidiaries may incur additional Indebtedness (including Acquired Indebtedness), in each case, if, after giving effect thereto on a pro forma basis (including giving pro forma effect to the application of the proceeds thereof), the Issuer’s Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). (b) Notwithstanding the above, each of the following incurrences of Indebtedness shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount incurred under this Section 4.9(b)(1) at any time outstanding, including the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) not to exceed (i) the greater of (x) $480.0 million and (y) 10.0% of the Issuer’s Consolidated Total Assets determined at the time of incurrence, minus (ii) the aggregate amount outstanding at such time under Permitted Receivables Financings incurred pursuant to clause (18) of this Section 4.9(b); (2) Indebtedness represented by the Notes issued on the Issue Date (excluding any Additional Notes); (3) Indebtedness of the Issuer and its Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (1) and (2) of this Section 4.9(b)); (4) guarantees by the Issuer or any Restricted Subsidiary of Indebtedness permitted to be incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being guaranteed is Subordinated Indebtedness, then the related guarantee shall be subordinated in right of payment to the Notes or Guarantees, as applicable; (5) Indebtedness under Hedging Obligations entered into for bona fide hedging purposes of the Issuer or any Restricted Subsidiary in the ordinary course of business and not for the purpose of speculation; (6) Indebtedness of the Issuer owed to and held by a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to and held by the Issuer or any other Restricted Subsidiary; provided, however, that (A) if the Issuer or a Guarantor is the obligor on such Indebtedness and a Restricted Subsidiary that is not a Guarantor is the obligee, such Indebtedness is subordinated in right of payment to the Notes or Guarantee of such Guarantor, as applicable; and (B) (i) any subsequent issuance or transfer of Equity Interests or any other event which results in any such Indebtedness being held by a Person other than the Issuer or any other Restricted Subsidiary; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Issuer or any other Restricted 66 Subsidiary shall be deemed, in each case of this subclause (B), to constitute an incurrence of such Indebtedness not permitted by this clause (6); (7) Indebtedness in respect of (a) workers’ compensation claims, bank guarantees, warehouse receipt or similar facilities, property, casualty or liability insurance, statutory obligations, take-or-pay obligations in supply arrangements, self-insurance obligations or completion, bids, trade contracts, performance bonds, bid bonds, appeal or surety bonds and similar obligations, in each case provided in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such workers’ compensation claims, bank guarantees, warehouse receipt or similar facilities, property, casualty or liability insurance, statutory obligations, take-or-pay obligations in supply arrangements, self-insurance obligations or completion, performance, bids, trade contracts, performance bonds, bid bonds, performance, trade secrets, leases, appeal or surety bonds and similar obligations and (b) pension schemes and pension plans sponsored by the Issuer or its Restricted Subsidiaries for the benefit of past, current or future employees; (8) Purchase Money Indebtedness or Finance Lease Obligations incurred by the Issuer or any Restricted Subsidiary in an aggregate principal amount incurred under this Section 4.9(b)(8), taken together with Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of (x) $100.0 million and (y) 2.0% of the Issuer’s Consolidated Total Assets determined at the time of incurrence; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (10) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (11) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or with respect to Indebtedness incurred pursuant to clauses (2), (3), (11), (15), (16) or (17) of this Section 4.9(b); (12) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; (13) additional Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount incurred under this clause (13), taken together with Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of (x) $200.0 million and (y) 4.0% of the Issuer’s Consolidated Total Assets determined at the time of incurrence; 67 (14) Indebtedness in respect of Specified Cash Management Agreements entered into in the ordinary course of business; (15) Indebtedness of Persons incurred and outstanding on the date on which such Person was acquired by the Issuer or any Restricted Subsidiary, or merged or consolidated with or into the Issuer or any Restricted Subsidiary or Indebtedness incurred by the Issuer or any Restricted Subsidiary to finance any such acquisition or merger; provided, however, that at the time such Person or assets is/are acquired by the Issuer or a Restricted Subsidiary, or merged or consolidated with the Issuer or any Restricted Subsidiary and after giving pro forma effect to the incurrence of such Indebtedness pursuant to this clause (15) and the application of proceeds therefrom, either (A) the Issuer would have been able to incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (B) the Consolidated Interest Coverage Ratio of the Issuer and its Restricted Subsidiaries would be greater than or equal to such Consolidated Interest Coverage Ratio immediately prior to such acquisition, merger or consolidation; (16) incurrence by any Restricted Subsidiary of Limited Recourse Debt (and any guarantee by the Issuer of such Limited Recourse Debt), which may be secured but only pursuant to clause (33) of the definition of “Permitted Liens,” and Refinancing Indebtedness in respect thereof; (17) Indebtedness consisting of up to $200 million principal amount of Existing Nordic Bonds due 2029 under the Bond Terms for the Existing Nordic Bonds due 2029; (18) Indebtedness under any Permitted Receivables Financing; (19) the issuance of Permitted Letters of Credit by the Issuer or any Restricted Subsidiary; (20) Indebtedness consisting of the financing of insurance premiums; (21) to the extent constituting Indebtedness, prepayments for property or services under any vessel contract, pool agreement or charter party agreement in the ordinary course of business; and (22) Guarantees of Indebtedness incurred by, or Disqualified Equity Interests or Preferred Stock issued by, joint ventures, in an aggregate principal amount incurred under this clause (22), taken together with Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of (x) $200.0 million and (y) 4.00% of the Issuer’s Consolidated Total Assets (determined at the time of incurrence or issuance). Notwithstanding the foregoing, the aggregate principal amount of outstanding Indebtedness that may be incurred by Restricted Subsidiaries that are not Guarantors and, without double counting, all Refinancing Indebtedness in respect thereof, incurred pursuant to Section 4.9(a) and clause (13) of Section 4.9(b) by Restricted Subsidiaries that are not Guarantors shall not exceed an amount equal to the greater of (x) $50.0 million and (y) 1.0% of the Issuer’s Consolidated Total Assets determined at the time of incurrence; provided that Refinancing
68 Indebtedness Incurred in respect of such Indebtedness originally permitted by this paragraph shall always be permitted under this Indenture. (c) For purposes of determining compliance with this Section 4.9, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above, or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer will be permitted, in its sole discretion, to divide and classify such item of Indebtedness, or later reclassify all or a portion of such item of Indebtedness (provided that at the time of reclassification it meets the criteria in such category or categories), in any manner that complies with this Section 4.9. In addition, for purposes of determining any particular amount of Indebtedness under this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness under this Section 4.9; provided, in each such case, that the amount thereof is included in Consolidated Interest Expense of the Issuer as accrued. (e) For the purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the U.S. dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the earlier of the date that such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (f) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this Section 4.9, the Issuer shall be in Default of this Section 4.9). (g) Notwithstanding anything to the contrary in this Section 4.9, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other exceptions, thresholds or baskets (other than ratio based baskets) on the same date. Each item of Indebtedness that is incurred or issued, 69 each Lien incurred and each other transaction undertaken shall be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant ratio based test. (h) If any Indebtedness is incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets, and any refinancing thereof would cause the percentage of Consolidated Total Assets to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets will not be deemed to be exceeded to the extent the principal amount of such newly incurred Indebtedness does not exceed the sum of (i) the principal amount of such Indebtedness being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any accrued and unpaid interest on the Indebtedness (or any accrued and unpaid dividends on the Preferred Stock and any accrued and unpaid dividends on the Disqualified Equity Interests, as applicable) being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness. Section 4.10. Limitation on Asset Sales. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any Person assuming responsibility for any liability, contingent or otherwise, in connection with the Asset Sale) at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the Equity Interests or assets subject to such Asset Sale; and (2) except in the case of an Asset Swap, at least 75.0% of the total consideration from such Asset Sale and all other Asset Sales on a cumulative basis since the Issue Date received by the Issuer or a Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of clause (a)(2) above and for no other purpose, the following shall be deemed to be cash: (A) the amount (without duplication) of any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or a Restricted Subsidiary’s consolidated balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or such Restricted Subsidiary that are cancelled, terminated, forgiven or expressly assumed by the transferee of any such assets 70 pursuant to a written agreement that releases the Issuer or such Restricted Subsidiary from further liability therefor or indemnifies the Issuer or such Restricted Subsidiary against further liability; (B) the amount of any securities, notes or other obligations received from such transferee that are within 180 days after such Asset Sale converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash actually so received); (C) any assets or Equity Interests of the kind referred to in Section 4.10(b)(2); (D) accounts receivable of a business retained by the Issuer or any Restricted Subsidiary, as the case may be, following the sale of such business; provided that such accounts receivable (i) are not past due more than 60 days and (ii) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; and (E) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (E), not to exceed an amount equal to the greater of (x) $25.0 million and (y) 0.5% of the Issuer’s Consolidated Total Assets (determined at the time of receipt of such Designated Non-cash Consideration), with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In the case of any Asset Sale pursuant to a condemnation, seizure, appropriation or similar taking, including by deed in lieu of condemnation, or any actual or constructive total loss or an agreed or compromised total loss, such Asset Sale shall not be required to satisfy the requirements of clauses (1) and (2) of this Section 4.10(a). (b) If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such Restricted Subsidiary may, no later than 365 days following the receipt of any Net Available Proceeds therefrom, apply all or any of the Net Available Proceeds therefrom to: (1) repay, repurchase, redeem, defease or otherwise retire any Indebtedness of the Issuer or a Restricted Subsidiary (other than any Subordinated Indebtedness of the Issuer or a Guarantor, and other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); or (2) (A) to make any capital expenditure not prohibited under this Indenture, (B) acquire Qualified Equity Interests held by a Person other than the Issuer or any of its Restricted Subsidiaries in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); provided that the requirements of this clause (b)(2) shall be deemed to be satisfied with respect to any Asset Sale if the Issuer or any Restricted Subsidiary enters into an agreement committing to make the acquisition, investment or 71 expenditure referred to above within 365 days after the receipt of such Net Available Proceeds with the good faith expectation that such Net Available Proceeds will be applied to satisfy such commitment in accordance with such agreement within 180 days after such 365-day period, and if such Net Available Proceeds are not so applied within such 180-day period, then such Net Available Proceeds shall constitute Excess Proceeds (as defined below). The amount of Net Available Proceeds not applied or invested as provided in clauses (1) or (2) of this Section 4.10(b) shall constitute “Excess Proceeds.” (c) On the 366th day after an Asset Sale (or, at the Issuer’s option, an earlier date), if the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Issuer shall be required to make an offer to purchase or redeem (a “Net Proceeds Offer”) from all Holders and, to the extent required by the terms of other Pari Passu Indebtedness of the Issuer, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase or redeem such Pari Passu Indebtedness with the proceeds from any Asset Sale to purchase or redeem the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Net Proceeds Offer applies that may be purchased or redeemed out of the Excess Proceeds, at an offer price in cash in an amount equal to 100.0% of the principal amount of Notes and Pari Passu Indebtedness plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in minimum denominations of $200,000 or integral multiples of $1,000 in excess thereof. Notwithstanding any other provisions of this covenant, (i) to the extent that any of or all the Net Available Proceeds of any Asset Sales is prohibited or delayed by applicable law, the portion of such Net Available Proceeds so affected will not be required to be applied in compliance with this Section 4.10, and such amounts may be retained by the Issuer or Subsidiary, as applicable, so long, but only so long, as the applicable law will not permit repatriation (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s good faith judgment) to, or otherwise cause the applicable Subsidiary to, promptly take all actions reasonably required by the applicable law to permit such repatriation), and once such repatriation of any of such affected Net Available Proceeds is permitted under the applicable law, such repatriation will be promptly effected and such repatriated Net Available Proceeds will be promptly (and in any event not later than five Business Days after such repatriation could be made) applied (net of additional taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this Section 4.10 and (ii) to the extent that the Issuer has determined in good faith that repatriation of any of or all the Net Available Proceeds of any such prohibited or delayed Asset Sale would have a material adverse tax cost consequence with respect to such Net Available Proceeds (which for the avoidance of doubt, may include, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective Affiliates and/or equity interest holders would incur a tax liability, including as a result of a dividend or a deemed dividend, or a withholding tax), the Net Available Proceeds so affected may be retained by the applicable Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. The Trustee shall be entitled to conclusively rely on an Officer’s Certificate from the Issuer to the effect that applicable law will not permit repatriation.
72 To the extent that the sum of the aggregate principal amount of Notes and Pari Passu Indebtedness so validly tendered pursuant to a Net Proceeds Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds, or a portion thereof, for any purposes not otherwise prohibited by the provisions of this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness so validly tendered pursuant to a Net Proceeds Offer exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate outstanding principal amount of Notes and Pari Passu Indebtedness (subject to adjustment to maintain the authorized denomination of the Notes). Upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. (d) The Net Proceeds Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Net Proceeds Offer Period”). No later than five Business Days after the termination of the Net Proceeds Offer Period (the “Net Proceeds Purchase Date”), the Issuer will purchase the principal amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to this Section 4.10 (the “Net Proceeds Offer Amount”) or, if less than the Net Proceeds Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Net Proceeds Offer. (e) If the Net Proceeds Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Net Proceeds Offer. (f) Pending the final application of any Net Available Proceeds pursuant to this Section 4.10, the holder of such Net Available Proceeds may apply such Net Available Proceeds temporarily to reduce Indebtedness outstanding under a revolving Debt Facility or otherwise invest such Net Available Proceeds in any manner not prohibited by this Indenture. (g) On or before the Net Proceeds Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Net Proceeds Offer Amount of Notes and Pari Passu Indebtedness or portions of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to the Net Proceeds Offer, or if less than the Net Proceeds Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn, in each case in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Issuer or an agent appointed for such purpose, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Net Proceeds Offer Period) mail or deliver to each tendering Holder and the Issuer will mail or deliver to each tendering holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon delivery of an Officer’s Certificate from the Issuer, in form reasonably satisfactory to the Trustee, and in accordance with Section 2.2, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note 73 surrendered; provided that each such new Note will be in a minimum principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Net Proceeds Offer as soon as practicable after the Net Proceeds Purchase Date. (h) Notwithstanding the foregoing provisions of this Section 4.10, the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, shall be governed by Section 4.14 and/or Section 5.1 and not by this Section 4.10. (i) The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. Section 4.11. Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”) involving aggregate payments or consideration to or from the Issuer or a Restricted Subsidiary in excess of $20.0 million with respect to any single transaction or series of related transactions, unless: (1) the terms of such Affiliate Transaction either (i) are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s length dealings with a Person who is not such an Affiliate, or (ii) if in the good faith judgment of the Issuer’s Board of Directors or senior management no comparable transaction is available with which to compare such Affiliate Transaction, are otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view; and (2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $50.0 million, an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a)(1) above and which sets forth and authenticates a resolution that has been approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any. (b) Notwithstanding the foregoing, Section 4.11(a) shall not apply to: (1) transactions to the extent between or among (i) the Issuer and one or more Restricted Subsidiaries or (ii) Restricted Subsidiaries; 74 (2) reasonable director, trustee, officer, consultant and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to directors, trustees, officers, consultants and employees of the Issuer and indemnification arrangements, in each case, as determined in good faith by the Issuer’s Board of Directors or senior management; (3) Permitted Investments (other than Investments made pursuant to clauses (1), (11), (16) and (19) of the definition of “Permitted Investments”) or Restricted Payments which are made in accordance with Section 4.7; (4) transactions pursuant to any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Issuer or its Restricted Subsidiaries than such agreement as it was in effect on the Issue Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Issuer) which would constitute an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; (6) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise related to the purchase or sales of goods or services, in each case in the ordinary course of business and otherwise not in violation of the terms of this Indenture; provided that in the reasonable determination of the Board of Directors of the Issuer or the senior management of the Issuer, such transactions are fair to the Issuer and its Restricted Subsidiaries from a financial point of view or on terms not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer; (7) the issuance or sale of any Qualified Equity Interests of the Issuer and the granting of registration, indemnification and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Issuer; (8) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Issuer or any of its Restricted Subsidiaries on a similar basis as concurrent payments are made or offered to be made in respect thereof to non-Affiliates; (9) any transaction in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of Section 4.11(a)(1); (10) any transaction where the only consideration paid by the Issuer or the relevant Restricted Subsidiary is Qualified Equity Interests of the Issuer; 75 (11) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or indirect parent company of the Issuer, and such director is the sole cause for such Person to be deemed an Affiliate of the Issuer or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Issuer or such direct or indirect parent company, as the case may be, on any matter involving such other Person; (12) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (13) Intellectual Property licenses in the ordinary course of business or consistent with industry practice; (14) the issue and sale of, or payments in respect of, Indebtedness or Equity Interests, in each case on terms substantially the same as those offered or paid to Persons who are not Affiliates of the Issuer; (15) (A) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (B) any transactions with an Affiliate in which the consideration paid consists solely of Equity Interests of the Issuer; and (16) transactions entered into as part of a Permitted Receivables Financing on customary terms (as determined by the Issuer’s Board of Directors). Section 4.12. Limitation on Liens. (a) The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (an “Initial Lien”) of any kind (other than Permitted Liens) upon any of their property or assets (including Equity Interests of any Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures Indebtedness, unless contemporaneously with the incurrence of such Lien: (1) in the case of any Lien securing Indebtedness that is not Subordinated Indebtedness, effective provision is made to secure the Notes or such Guarantee, as the case may be, at least equally and ratably with or prior to such Indebtedness with a Lien on the same collateral; and (2) in the case of any Lien securing Subordinated Indebtedness, effective provision is made to secure the Notes or such Guarantee, as the case may be, with a Lien on the same collateral that is senior to the Lien securing such Subordinated Indebtedness. (b) A Lien created for the benefit of the Holders pursuant to Section 4.12(a) may provide by its terms that such Lien shall be automatically and unconditionally released and
76 discharged upon the release and discharge of the Initial Lien. In addition, in the event that an Initial Lien is or becomes a Permitted Lien, the Issuer may, at its option and without consent from any Holder of the Notes, elect to release and discharge any Lien created for the benefit of the Holders of the Notes pursuant to Section 4.12(a) in respect of such Initial Lien. Section 4.13. Additional Amounts. (a) All payments made by, or on behalf of, the Issuer (including, for the purposes of this section, any successor to the Issuer) under or with respect to the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including interest and penalties related thereto) (collectively, “Applicable Taxes”) imposed or levied by or within the jurisdiction in which the Issuer is, for tax purposes, organized or resident or engaged in business or through which payment is made by, or on behalf of, the Issuer for purposes of the tax law of that jurisdiction (or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Issuer will pay to the holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the holder after such withholding or deduction (including any such withholding or deduction on such Additional Amounts) will equal the amounts that would have been received by such holder had no such withholding or deduction been required; provided, however, that no Additional Amounts will be payable for or on account of: (1) any applicable taxes to the extent such Applicable Taxes would not have been imposed but for: (A) the existence of any present or former connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) of such Note and the relevant taxing jurisdiction, including, without limitation, being or having been a national, domiciliary or resident of such relevant taxing jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein or otherwise having some present of former connection with the taxing jurisdiction, but excluding the mere holding or enforcement of such Note or the receipt of payments thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (C) the failure of the holder or beneficial owner (to the extent it is legally entitled to do so) to comply with a timely request from the Issuer, addressed to the holder or beneficial owner, as the case may be, to provide certification, information, 77 documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the relevant taxing jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation, treaty or administrative practice of the relevant taxing jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner; (2) any estate, inheritance, gift, sales, transfer, personal property or similar Applicable Taxes; (3) any Applicable Taxes to the extent such Applicable Taxes result from the presentation of any note for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Note for payment by at least one other paying agent; (4) any Applicable Taxes that are payable otherwise than by deduction or withholding from payments under or with respect to the Notes; (5) all United States federal backup withholding taxes; (6) any taxes required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (7) any combination of Applicable Taxes referred to in the preceding clauses (1) through (6). (b) The Issuer will pay and indemnify the holder or beneficial owner for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Applicable Taxes levied or imposed by any jurisdiction on the execution, delivery, registration or enforcement of any of the Notes or any other document or instrument referred to therein (other than a transfer of the Notes subsequent to this offering), or the receipt of any payments with respect thereto (limited, solely in the case of Applicable Taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a relevant taxing jurisdiction that are not excluded under clauses (a)(1) through (a)(6) of this Section 4.13 or any combination thereof). (c) If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, it will deliver to the Trustee and the Paying Agent on a date at least 30 days prior to the date of payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the trustee in writing promptly thereafter) an Officer’s Certificate stating the 78 fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts received from the Issuer on the relevant payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer will provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (d) The Issuer will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. The Issuer will use reasonable efforts to obtain tax receipts from each taxing authority evidencing the payment of any Applicable Taxes so deducted or withheld. (e) Additional Amounts shall not be paid for any Applicable Taxes with respect to any payment of the principal of, and interest on, such Note if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the relevant taxing jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof. (f) Whenever there is mentioned in any context the payment of principal of, and interest on, any Note or any other amount payable with respect to such Note, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (g) Each holder entitled to any Additional Amounts shall cooperate with the Issuer, the Trustee and the Paying Agent in providing any information or documentation reasonably requested by the Issuer, the Trustee or the Paying Agent to confirm the identity and/or tax status of such holder and any affected beneficial owner (to the extent necessary to establish such holder’s entitlement to Additional Amounts) and to assist the Issuer or the Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The Issuer will furnish to the Trustee an Officer’s Certificate and any other documentation reasonably satisfactory to the Trustee evidencing payment of any Applicable Taxes so deducted or withheld and the amount of any Additional Amounts payable thereon. Copies of such documentation will be made available by the Trustee to holders upon written request to the Trustee. (h) The obligations in this Section 4.13 will survive termination, defeasance or discharge of this Indenture or any transfer by a holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction where any successor to the Issuer is, for tax purposes, organized or resident or engaged in business or through which payment is made by, or on behalf of, any successor to the Issuer (or any political subdivision or taxing authority thereof or therein). Section 4.14. Offer to Purchase upon Change of Control Triggering Event. (a) Upon the occurrence of any Change of Control Triggering Event, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes as described under 79 Section 3.7, each Holder shall have the right, except as provided below, to require that the Issuer purchase all or any portion (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes for a cash price (the “Change of Control Purchase Price”) equal to 101.0% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase. (b) Not later than 30 days following any Change of Control Triggering Event, the Issuer shall deliver, or cause to be delivered, to the Holders, with a copy to the Trustee, a notice: (1) describing the transaction or transactions that constitute the Change of Control; (2) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m. London time on the second Business Day preceding the Change of Control Payment Date; and (3) describing the procedures, as determined by the Issuer, consistent with this Indenture, that Holders must follow to accept the Change of Control Offer. (c) On or before the Change of Control Payment Date, the Issuer will, to the extent lawful: (1) deposit with an agent appointed for such purpose an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered; (2) accept for payment all Notes or portions of Notes (of $200,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (d) The relevant agent appointed for such purpose shall promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee shall promptly, upon the delivery of an Officer’s Certificate from the Issuer, in form satisfactory to the Trustee, authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will be in a principal amount of $200,000 or integral multiples of $1,000 in excess thereof. (e) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on
80 the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date. (f) A Change of Control Offer shall remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. In addition, any Change of Control shall be subject to Section 3.3 to the extent applicable. (g) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer, (ii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.3, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. (h) The Issuer shall comply with all applicable securities legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (i) The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. (j) Notwithstanding anything to the contrary contained in this Section 4.14, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or other events or circumstances, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Section 4.15. Corporate Existence. Subject to Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the corporate, partnership, limited liability company or other existence of each of the Guarantors in accordance with the respective organizational or constitutional documents (as the same may be amended from time to time) of the Issuer or any such Guarantor and the rights (charter and statutory), licenses and franchises of the Issuer and any Guarantors; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Guarantors, if the Issuer shall determine that the preservation thereof 81 is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders. Section 4.16. Future Guarantees. If any Restricted Subsidiary of the Issuer that is not already a Guarantor shall guarantee any Indebtedness of the Issuer or any Guarantor under any other Debt Facility of the Issuer or any Guarantor in an aggregate principal amount that exceeds the greater of (x) $25.0 million and (y) 0.5% of the Issuer’s Consolidated Total Assets, then the Issuer shall, within 30 days thereof, cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture in substantially the form attached hereto as Exhibit B pursuant to which such Restricted Subsidiary shall become a Guarantor with respect to the Notes, upon the terms and subject to the release provisions and other limitations set forth in Article X. Section 4.17. Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Issuer as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; and (2) the Issuer would be permitted to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant to Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. (b) No Subsidiary shall be designated as an “Unrestricted Subsidiary” unless: (1) all of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, consist of Non-Recourse Debt, except for (i) any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not otherwise recourse to the Issuer or any Restricted Subsidiary, (ii) any customary keepwell in the ordinary course of business (which keepwell is not recourse to the Issuer or any Restricted Subsidiary) and (iii) any guarantee of Indebtedness of such Subsidiary by the Issuer or a Restricted Subsidiary that is permitted as both an incurrence of Indebtedness and an Investment (in each case in an amount equal to the amount of such Indebtedness so guaranteed) permitted under Section 4.7 and Section 4.9; (2) except as permitted by Section 4.11, on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not party to any agreement, contract, arrangement or understanding (other than a guarantee permitted under clause (1) of this Section 4.17(b)) with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are not materially less favorable to the Issuer or the Restricted Subsidiary than those that could reasonably be expected to have been obtained at the time from Persons who are not Affiliates of the Issuer; and 82 (3) such Subsidiary is a Person with respect to which, on the date such Subsidiary is designated an Unrestricted Subsidiary, neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests of such Person or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results (in each case other than a guarantee permitted under clause (1) of this Section 4.17(b)) or to the extent treated as an Investment permitted by Section 4.7. Any such Designation by the Issuer shall be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate giving effect to such Designation and certifying that such Designation complies with the foregoing conditions. (c) The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if: (1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and (2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture. Any such Redesignation shall be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such Redesignation complies with the foregoing conditions. Section 4.18. Events of Loss. (a) If an Event of Loss occurs, within 365 days after the receipt of any Event of Loss Proceeds, the Issuer or the applicable Restricted Subsidiary, as the case may be, shall apply such Event of Loss Proceeds at its option to any combination of the following: (1) to purchase, repay or prepay any Indebtedness other than Subordinated Indebtedness; (2) to acquire an FLNG Unit or all or substantially all of the assets of, or any Capital Stock of, any Person whose assets comprise primarily an FLNG Unit; or (3) to make capital expenditures in respect of any FLNG Unit; provided that a binding commitment made within the 365-day period described above by the Issuer or the applicable Restricted Subsidiary to apply Event of Loss Proceeds in accordance with clauses (2) and/or (3) above shall satisfy the requirements of such clauses with respect to such Event of Loss Proceeds, so long as such Event of Loss Proceeds are actually so applied within the later of 365 days from the receipt thereof from such Event of Loss and 180 days from the date any such binding commitment is made. (b) Any Event of Loss Proceeds that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Loss Proceeds.” When the aggregate 83 amount of Excess Loss Proceeds exceeds $50.0 million, Issuer will, within 10 Business Days thereof, make an offer (an “Event of Loss Offer”) to all holders of Notes and other Indebtedness (other than Subordinated Indebtedness) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds from events of loss to purchase or redeem the maximum principal amount of Notes and such other Indebtedness (other than Subordinated Indebtedness) that may be purchased or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts, if any, to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. Any Event of Loss Offer will be made in accordance with the procedures described for a Net Proceeds Offer in Section 4.10. Section 4.19. Effectiveness of Covenants. (a) If: (1) at any time after the Issue Date the Notes have an Investment Grade Rating from any two of the Rating Agencies; and (2) no Default or Event of Default has occurred and is then continuing; then upon delivery by the Issuer to the Trustee of an Officer’s Certificate to the foregoing effect, the covenants under this Indenture described under the following headings shall thereafter terminate and cease to apply: (A) Section 4.7; (B) Section 4.8; (C) Section 4.9; (D) Section 4.10; (E) Section 4.11; (F) Section 4.16; (G) Section 4.17; and (H) Section 5.1(a)(3). The Trustee shall have no duty to monitor the rating of the Notes, or to independently determine or verify if the conditions to termination of the covenants have been satisfied and may conclusively rely on any Officer’s Certificate as to the termination of covenants described above.
84 ARTICLE V SUCCESSORS Section 5.1. Consolidation, Merger, Conveyance, Transfer or Lease. (a) The Issuer shall not, directly or indirectly, in a single transaction or a series of related transactions, (x) consolidate, or merge with or into another Person (whether or not the Issuer is the surviving Person), or (y) sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer and its Restricted Subsidiaries (taken as a whole) to any Person unless: (1) either: (A) the Issuer will be the surviving or continuing Person; or (B) the Person (if other than the Issuer) formed by or surviving or continuing from such consolidation or merger or to which such sale, lease, transfer, conveyance or other disposition or assignment shall be made (collectively, the “Successor”) is a corporation, company, limited liability company or limited partnership organized and existing under the laws of Bermuda, the United States, any state thereof, the District of Columbia, or any territory thereof and the Successor expressly assumes, by supplemental indenture, all of the obligations of the Issuer under the Notes and this Indenture; provided, that if the Successor is not a corporation, a Restricted Subsidiary that is a corporation or a company expressly assumes as co-obligor all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture to this Indenture executed and delivered to the Trustee; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) of this Section 5.1(a) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) of this Section 5.1(a) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (i) the Issuer or its Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (ii) the Consolidated Interest Coverage Ratio for the Issuer or its Successor, as the case may be, and its Restricted Subsidiaries would be greater than or equal to such Consolidated Interest Coverage Ratio prior to such transaction; and (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that such merger, consolidation or transfer and such agreement and/or supplemental indenture (if any) comply with this Indenture. 85 For purposes of this Section 5.1, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) To the extent any Subsidiary becomes a Guarantor after the Issue Date, subject to the provisions regarding the release of Guarantees described under Section 10.5, no such Guarantor will, and the Issuer will not permit a Guarantor to, except in circumstances under which this Indenture provides for the release of the Guarantee of a Guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, directly or indirectly, (x) in a single transaction or a series of related transactions, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving Person), or (y) sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of such Guarantor to any Person, unless either: (1) (A) (i) such Guarantor will be the surviving or continuing Person; or (ii) the Person (if other than such Guarantor) formed by or surviving any such consolidation or merger is the Issuer or another Guarantor or assumes, by supplemental indenture, all of the obligations of such Guarantor under the Guarantee of such Guarantor and this Indenture; and (B) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; or (2) the transaction is not in violation of Section 4.10. For purposes of this Section 5.1, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer, the Equity Interests of which constitute all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries (taken as a whole), shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. Notwithstanding anything to contrary under this Indenture, the entry by the Issuer or any Restricted Subsidiary into any one or more bareboat charter party agreements or the demise, other charter, lease or other right to use of any of the Issuer’s or the Restricted Subsidiaries’ FLNG Units, in each case, in the ordinary course of business shall not be deemed to involve a sale, lease, transfer, conveyance or disposition of assets for purpose of the above covenants. (c) Upon any consolidation or merger of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer or a Guarantor in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Guarantee, as applicable, the surviving entity formed by such consolidation or merger or into which the Issuer or such Guarantor is merged or the Person to which the sale, conveyance, lease, transfer, disposition or assignment is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes and the Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in 86 respect of its Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Notes, this Indenture and its Guarantee, if applicable. (d) Notwithstanding the provisions of this Section 5.1, (i) any Restricted Subsidiary may consolidate or merge with or into or convey, transfer, sell, dispose, assign or lease, in one transaction or a series of transactions, all or substantially all of its assets to the Issuer or another Restricted Subsidiary and (ii) the Issuer or any Guarantor may (I) consolidate or merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or part of its properties and assets to the Issuer or another Guarantor or (II) merge with a Restricted Subsidiary of the Issuer solely with respect to this clause (II) for the purpose of reorganizing the Issuer or any Guarantor under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof. ARTICLE VI DEFAULTS AND REMEDIES Section 6.1. Events of Default. Each of the following is an “Event of Default”: (a) failure to pay interest on any of the Notes when the same becomes due and payable and the continuance of any such failure for 30 days; (b) failure to pay principal of premium, if any, on any of the Notes when it becomes due and payable, whether at Stated Maturity, upon redemption, required purchase, acceleration or otherwise; (c) failure by the Issuer or any of its Restricted Subsidiaries to comply with any of their respective agreements or covenants described in Section 5.1, or failure by the Issuer to comply in respect of its obligations to make a Change of Control Offer pursuant to Section 4.14 or a Net Proceeds Offer pursuant to Section 4.10; (d) (1) except with respect to Section 4.3, or as described in clause (c) of this Section 6.1, failure by the Issuer or any Restricted Subsidiary to comply with any other covenant or agreement contained in this Indenture and continuance of this failure for 90 days after notice of the failure has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25.0% of the aggregate principal amount of the Notes then outstanding or (2) failure by the Issuer for 120 days after notice of the failure has been given to the Issuer by the Trustee or by the Holders of at least 25.0% of the aggregate principal amount of the Notes then outstanding to comply with Section 4.3; (e) default by the Issuer or any Significant Subsidiary under any mortgage, indenture or other instrument or agreement under which there is issued or by which there is secured or evidenced Indebtedness for borrowed money by the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default: (1) is caused by a failure to pay at its Stated Maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof, or (2) results in the acceleration of such Indebtedness prior to its Stated Maturity, 87 and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other Indebtedness with respect to which an event described in clause (1) or (2) has occurred and is continuing, aggregates $100.0 million or more, and in any such case, such Indebtedness is not repaid or such failure to pay is not cured or such acceleration is not rescinded, annulled or otherwise cured within 30 days; (f) one or more judgments (to the extent not covered by insurance) for the payment of money in an aggregate amount in excess of $100.0 million shall be rendered against the Issuer or any of its Significant Subsidiaries and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed; (g) the Issuer or any Significant Subsidiary of the Issuer or group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (1) commences a voluntary case, (2) consents to the entry of an order for relief against it in an involuntary case, (3) consents to the appointment of a custodian of it or for all or substantially all of its property, (4) makes a general assignment for the benefit of its creditors, or (5) admits in writing that it generally is not paying its debts as they become due; or (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Issuer or any Significant Subsidiary of the Issuer or group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, in an involuntary case; (B) appoints a custodian of the Issuer or any Significant Subsidiary of the Issuer or group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Issuer or any Significant Subsidiary of the Issuer or group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days; or (h) any Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under the Guarantee of such Guarantor
88 (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of this Indenture). Section 6.2. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(g) with respect to the Issuer) shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Issuer, or the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the Notes to be due and payable. Upon such acceleration declaration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable immediately; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in Section 6.1(g) occurs with respect to the Issuer, all amounts owing under all outstanding Notes shall become due and payable without any further action or notice to the extent permitted by applicable law. Section 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payments on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. Section 6.4. Waiver of Past Defaults. Subject to Section 9.2, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default and its consequences under this Indenture except a continuing Default in the payment of interest or premium, or the principal of, the Notes. Section 6.5. Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction (it being understood that the Trustee does not have an affirmative duty to determine whether or not any such direction is unduly prejudicial to the rights of Holders of the Notes not joining in the giving of such direction) and (ii) the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from the Holders of Notes. Subject to Section 7.1, prior to taking any action hereunder, the Trustee shall be entitled to indemnification and/or security (including prefunding) satisfactory to it against all loss, liability and expense caused by taking or not taking such action. 89 Section 6.6. Limitation on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: (a) the Holder gives the Trustee written notice of a continuing Event of Default; (b) the Holder or Holders of at least 25.0% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy; (c) such Holder or Holders offer and, if requested, provide the Trustee indemnity and/or security (including prefunding) satisfactory to the Trustee against any costs, liability or expense; (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity and/or security (including prefunding); and (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains priority or preference over such other Holders). Section 6.7. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the limitations in Section 6.6. shall not apply to the contractual right of any Holder of a Note to receive payment of principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be modified without the consent of the Holder. Section 6.8. Collection Suit by Trustee. If an Event of Default specified in Section 6.1(a) or Section 6.1(b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel. Section 6.9. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation and reasonable expenses, disbursements and advances of the Trustee, its agents 90 and counsel, and any other amounts due the Trustee under Section 7.6. To the extent that the payment of any such compensation, expenses, disbursements and advances to the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.6 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing in this Section 6.9 shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money and property in the following order: First: to the Trustee and the Agents (including each of their agents and attorneys) for amounts due under Section 7.6, including payment of all compensation and reasonable expenses and liabilities incurred (including, without limitation, reasonable and documented fees and expenses of legal counsel), and all advances made, by it and the costs and expenses of collection; Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; Third: without duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and Fourth: to the Issuer or to such party as a court of competent jurisdiction shall direct. The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as the Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of more than 10.0% in aggregate principal amount of the then outstanding Notes. Section 6.12. Noteholder Direction. (a) Notwithstanding the foregoing provisions of this Article VI, no notice of Default may be given with respect to any action taken, and reported publicly, more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (except any Holder that certifies in the 91 Noteholder Direction that it is a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes delivered to the Issuer and the Trustee that such Holder of Notes is not (or, in the case such Holder of Notes is DTC or its nominee, that such Holder of Notes is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder of Notes is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely conclusively on such Position Representation and Verification Covenant in delivering its direction to the Trustee. (b) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder of Notes, the percentage of Notes held by the remaining Holders of Notes that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, such voiding of such Noteholder Direction shall not void or invalidate any indemnity or security provided by the Directing Holders to the Trustee, which such indemnification or security obligations shall continue to survive. (c) Notwithstanding anything in Section 6.12(a) or Section 6.12(b) to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default under Section 6.1(g) shall not require compliance with Section 6.12(a) or Section 6.12(b). In addition,
92 for the avoidance of doubt, Section 6.12(a) and Section 6.12(b) shall not apply to any Holder of Notes that is a Regulated Bank and has so stated in the applicable Noteholder Direction. For the avoidance of doubt, (a) the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise, (b) shall have no obligation to monitor or to determine whether a Directing Holder is Net Short and (c) can conclusively rely on a Directing Holder’s Position Representation, any Officer’s Certificate delivered by the Issuer to the Trustee and the determinations made by a court of competent jurisdiction. The Trustee shall have no liability to the Issuer, any Holder of Notes or any other Person in acting (or not acting) in good faith on a Noteholder Direction or Officer’s Certificate. (d) This Section 6.12 shall not require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law, regulation or its contractual or fiduciary duties hereunder and, if the Trustee has received contradictory directions from the Issuer and any Holder in respect of this Section 6.12, then prior to taking any related action, the Trustee shall be entitled, in its sole discretion, to seek a court determination as to what actions are authorized and permitted hereunder, at the cost and expense of the Issuer, and the Trustee shall not incur any liability to any person for any delay or failure to act in connection with the seeking of and/or determination in, such court order. Section 6.13. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. ARTICLE VII TRUSTEE Section 7.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has received written notice or which is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture except for its own gross negligence or willful misconduct. (b) 93 (1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform on their face to the requirements of this Indenture. (c) The Trustee may not be relieved from liabilities for its own grossly negligent actions, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph 7.1(c) does not limit the effect of paragraph 7.1(b), 7.1(d) or 7.1(e) or 7.2; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity and/or security (including prefunding) against such risk or liability is not assured to its satisfaction. (d) The Trustee and the Paying Agent shall not be liable for interest on or the investment of any money received by it except as the Trustee or the Paying Agent may agree in writing with the Issuer. Money held in trust by the Trustee or held by the Paying Agent need not be segregated from other funds except to the extent required by law. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Article VII. Section 7.2. Rights of Trustee. (a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, bond, debenture or other document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper 94 Person. The Trustee need not investigate any fact or matter stated therein, subject to Section 7.1(b)(2). (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing, and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or a Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered, and if requested, provided, to the Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, to the Agents and to each other agent, custodian and Person employed to act hereunder. (i) The Trustee may request that the Issuer and each of the Guarantors shall deliver to the Trustee an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Issuer and each Guarantor, as applicable, authorized at such time to take specified actions pursuant to this Indenture of the Issuer, the Notes and the Guarantees, which Officer’s Certificate 95 may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (j) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default with respect to the Notes, unless a Responsible Officer of the Trustee has actual knowledge thereof or the Trustee shall have been notified specifically of the Default or Event of Default in a written instrument or document delivered to it, referring to this Indenture, describing such Event of Default and stating that such notice is a “Notice of Default.” (k) In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) The Issuer will be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders of the Notes. The Issuer will provide a schedule of its calculations to the Trustee and the Paying Agent when applicable, and the Trustee and the Paying Agent are entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification. (n) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Issuer or any Guarantor, or any of their respective directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Issuer or any Guarantor or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness. (o) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (p) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in aggregate principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. (q) Money held by the Paying Agent is held as banker and not as trustee and shall not be held in accordance with the United Kingdom’s Financial Conduct Authority’s Client Money Rules. (r) Notwithstanding anything else herein contained, each of the Trustee and the Agents may refrain without liability from doing anything that would or might in its reasonable opinion be
96 contrary to any law of any state or jurisdiction (including but not limited to the European Union. the United States of America or, in each case, any jurisdiction forming a part of it, and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation. (s) The Trustee may consult with counsel or other professional advisors of its own selection and the advice or opinion of such counsel or advisors with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel or advisor. Section 7.3. Individual Rights of the Trustee. The Trustee (and any of its affiliates) in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.9. Section 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or any Guarantee, it shall not be accountable for the use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, any Officer’s Certificate delivered to the Trustee hereunder, or any other document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication hereunder. Section 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Responsible Officer of the Trustee has knowledge thereof as set forth in Section 7.2(j), the Trustee shall deliver to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. Section 7.6. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and for all services rendered by it hereunder as agreed upon in writing; including but not limited to acting as Registrar or Paying Agent. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee, as applicable, promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee reasonably determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, the Issuer shall pay to the 97 Trustee such additional reasonable remuneration for such duties, which shall be agreed between the Issuer and the Trustee, to the extent reasonably practicable. Each of the Issuer and any Guarantors, jointly and severally, shall indemnify, defend, protect and hold harmless the Trustee (in its individual and trustee capacities or in its capacity as Registrar or Paying Agent) and its officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities, actions, suits, costs or expenses incurred by it (including, without limitation, the fees and expenses of its agents and counsel and court costs) arising out of or in connection with the acceptance or administration of its duties under this Indenture and trusts thereunder, the performance of its obligations and/or exercise of its rights hereunder, including the costs and expenses of enforcing this Indenture against the Issuer or any Guarantor (including this Section 7.6) and defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, claim, damage, liability or expense shall be caused by its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer or any Guarantor of its obligations hereunder. The Trustee may have separate counsel, and the Issuer shall pay the reasonable fees and expenses of such counsel for the Trustee. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Issuer and any Guarantors under this Section 7.6 shall survive the satisfaction and discharge of this Indenture, the payment of the Notes or the resignation or removal of the Trustee. To secure the Issuer’s payment obligations in this Section 7.6, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture, the payment of the Notes and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Section 7.7. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor trustee’s acceptance of appointment as provided in this Section 7.7. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the then outstanding Notes 98 may remove the Trustee upon 30 days’ prior notice by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: (a) the Trustee fails to comply with Section 7.9; (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (c) a custodian or public officer takes charge of the Trustee or its property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall promptly appoint a successor trustee. Within one year after the successor trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor trustee to replace the successor trustee appointed by the Issuer. If a successor trustee does not take office within 30 days after the retiring Trustee resigns or is removed, such retiring Trustee (at the expense of the Issuer), the Issuer or the Holders of at least 10.0% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor trustee. If the Trustee, after written request by any Holder who has been a bona fide holder of a Note for at least six months, fails to comply with Section 7.9, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. A successor trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor trustee shall have all the rights, powers and the duties of the Trustee under this Indenture. The successor trustee shall deliver a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to such Trustee hereunder have been paid and subject to the Lien provided for in Section 7.6. Notwithstanding replacement of the Trustee pursuant to this Section 7.7, the Issuer’s and the Guarantors’ obligations under Section 7.6 shall continue for the benefit of the retiring Trustee. Section 7.8. Successor Trustee by Merger, Etc. If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) to, another corporation, the successor corporation without any further act shall be the successor Trustee or any Agent, as applicable. Section 7.9. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is organized and doing business under the laws of the England and Wales or of any state thereof that is authorized under such laws to exercise corporate trustee power and which is generally recognized as an entity which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum. 99 ARTICLE VIII DEFEASANCE; DISCHARGE OF THIS INDENTURE Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, by delivery of an Officer’s Certificate, at any time, elect to have either Section 8.2 or Section 8.3 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. Section 8.2. Legal Defeasance. Upon the Issuer’s exercise under Section 8.1 of the option applicable to Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and any Guarantors shall be deemed to have paid and discharged the entire Obligations represented by the Notes and any Guarantees, and this Indenture shall cease to be of further effect as to all outstanding Notes and Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other Obligations under such Notes, Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer, shall execute instruments reasonably requested by the Issuer acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and interest and premium, if any, on such Notes when such payments are due from the funds referred to in Section 8.4(b); (b) the Issuer’s obligations with respect to such Notes under Section 2.2, Section 2.3, Section 2.4, Section 2.6, Section 2.7 and Section 4.2; (c) the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Agents, including without limitation, under Section 7.2, Section 7.6, Section 8.5 and Section 8.7 and the obligations of the Issuer and any Guarantors in connection therewith; and (d) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3. Section 8.3. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.1 above of the option applicable to this Section 8.3, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 below, be released from its obligations under Section 4.3, Section 4.7, Section 4.8, Section 4.9, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.16, Section 4.17, Section 4.18, and Section 5.1(a)(3) on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
100 shall not constitute a Default under Section 6.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. Section 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or Section 8.3 to the outstanding Notes: (a) the Issuer must irrevocably deposit with the Trustee, solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered and addressed to the Trustee, to pay the principal of and premium and interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, (b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel from counsel in the United States confirming that: (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred, (c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel from counsel in the United States confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred, (d) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings), (e) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound, (f) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors 101 or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and (g) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions precedent provided for in clauses (a) through (f) of this Section 8.4 have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuer’s obligations and the obligations of the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred. Section 8.5. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6, all U.S. dollar and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Deposit Trustee”) pursuant to Section 8.4 or Section 8.8 in respect of the outstanding Notes shall be held for the benefit of the Holders, shall not be invested, and shall be applied by the Deposit Trustee in accordance with the provisions of such Notes and this Indenture to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary acting as Paying Agent) as the Deposit Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.4 or Section 8.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 8.4 or Section 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Deposit Trustee (which may be the opinion delivered under Section 8.4(b)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance or satisfaction and discharge, as the case may be. Section 8.6. Repayment to Issuer. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof; and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall 102 thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense and the request of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer. Section 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or U.S. Government Obligations in accordance with Section 8.2, Section 8.3 or Section 8.8, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer and the Guarantors under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2, Section 8.3 or Section 8.8 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2, Section 8.3 or Section 8.8, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. Section 8.8. Discharge. This Indenture will be discharged and will cease to be of further effect (except as to rights, protections and immunities of the Trustee and the Agents) as to all outstanding Notes when either: (a) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee or Registrar for cancellation; or (b) (1) all Notes not delivered to the Trustee or Registrar for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to Section 3.7 and, in any case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest (which in the case of a deposit of U.S. Government Obligations will be in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee) to pay and discharge the entire Indebtedness (including all principal, premium and accrued interest, if any) on the Notes not theretofore delivered to the Trustee or Registrar for cancellation (provided that if such redemption is made as provided under Section 3.7(a), (x) the amount of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money on the redemption date as necessary to pay the Applicable Premium as determined 103 by such date) (any such amount, the “Applicable Premium Deficit”) (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge of this Indenture and that any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption; (2) the Issuer has paid all other sums payable by it under this Indenture; and (3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. After the Notes are no longer outstanding, the Issuer’s and the Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of an Officer’s Certificate and Opinion of Counsel stating that the conditions precedent to the discharge have been satisfied, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above. ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER Section 9.1. Without Consent of Holders of the Notes. Notwithstanding Section 9.2, without the consent of any Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, any Guarantees or the Notes issued hereunder for any of the following purposes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such Notes are in registered form within the meaning of Section 163(f) of the Code); (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Section 5.1; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders or does not materially adversely affect the rights of any Holder, including to comply with
104 requirements of the SEC or DTC in order to maintain the transferability of the notes pursuant to Rule 144A under the Securities Act or Regulation S under the Securities Act; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture or effect the release of any collateral in respect thereof (to the extent in accordance with the provisions of this Indenture); (g) to evidence and provide for the acceptance of appointment by a successor Trustee; (h) to conform the text of this Indenture or the Notes to any provision of the “Description of notes” contained in the Offering Memorandum, to the extent that such provision in the “Description of notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes, as evidenced by an Officer’s Certificate of the Issuer; (i) to provide for the issuance of Additional Notes in accordance with this Indenture; (j) at the Issuer’s election to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (k) to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of the Notes; or (l) add covenants of the Issuer and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders under this Indenture of any Holder or to surrender any right or power conferred upon the Issuer or any Guarantor. Section 9.2. With Consent of Holders of Notes. With the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Guarantees or, subject to Section 6.7, waive any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each outstanding Note affected thereby (with respect to any Notes held by a non-consenting Holder): (a) reduce, or change the maturity of, the principal of any Note; (b) reduce the rate of or extend the time for payment of interest on any Note; (c) reduce any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption (other than the notice provisions) or waive any payment with respect to the redemption of the Notes; provided, however, that solely for the avoidance of doubt, and without any other implication, any purchase or repurchase of Notes (including pursuant to Section 4.10 and Section 4.14) shall not be deemed a redemption of the Notes; 105 (d) make any Note payable in money or currency other than that stated in the Notes; (e) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (f) waive a default in the payment of principal of or premium or interest, if any, on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (g) modify the contractual rights of Holders to receive payments of principal of or interest, if any, on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes; (h) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except as permitted by this Indenture; or (i) make any change in these amendment and waiver provisions. The consent of the Holders of the Notes is not necessary under this Section 9.2 to approve the particular form of any proposed amendment or waiver. It shall be sufficient if such consent approves the substance of the proposed amendment or waiver. Section 9.3. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder. The Issuer may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver. Section 9.4. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, in accordance with Section 2.2, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. Section 9.5. Trustee to Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In signing or refusing to sign any amendment or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.1) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is 106 authorized or permitted by this Indenture and that all conditions precedent thereto have been met or waived. Section 9.6. Notice to Holders. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. ARTICLE X GUARANTEES Section 10.1. Guarantees. (a) Each Guarantor hereby jointly and severally, fully and unconditionally guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, that: (i) the principal of and premium, if any, and interest, if any, on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, if any, to the extent lawful, and all other Obligations of the Issuer to the Holders or the Trustee under this Indenture or the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Guarantees shall be a guarantee of payment and not of collection. (b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in such Note and this Indenture and such Guarantee. Each of the Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce each such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to 107 enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders and any other amounts due and owing to the Trustee under this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee in enforcing any rights under this Section 10.1. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph 10.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph 10.1(d) shall survive the termination of this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. (f) Each Guarantor that makes a payment for distribution under its Guarantee is entitled upon payment in full of all guaranteed obligations under this Indenture to seek contribution from each other Guarantor in a pro rata amount of such payment based on the respective net assets of all the Guarantors at the time of such payment in accordance with GAAP. Section 10.2. Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 10.1, each Guarantor agrees that this Indenture or a supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed on behalf of such Guarantor by an Officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signature. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. In case the Officer, board member or director of such Guarantor whose signature is on this Indenture or supplemental indenture, as applicable, no longer holds office at the time the Trustee authenticates any Note, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. Section 10.3. Severability. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
108 Section 10.4. Limitation of Guarantors’ Liability. Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee (other than a company that is a direct or indirect parent of the Issuer) shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law. Section 10.5. Releases. A Guarantor shall be automatically released of any Obligations under its Guarantee and this Indenture upon: (a) any sale or other disposition of all or substantially all of the assets of such Guarantor (by merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 of this Indenture; (b) any sale, exchange or transfer (by merger, consolidation or otherwise) of the Equity Interests of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, exchange or transfer does not violate Section 4.10 of this Indenture; (c) the proper Designation of such Restricted Subsidiary by the Issuer as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (d) such Guarantor ceasing to guarantee or be liable for Indebtedness the guarantee or incurrence of which would obligate it, if it were not a Guarantor, to become a Guarantor pursuant to Section 4.16; (e) legal or covenant defeasance or satisfaction and discharge of this Indenture pursuant to Section 8.2, Section 8.3 or Section 8.8; or (f) dissolution of such Guarantor; provided no Event of Default has occurred that is continuing. Upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the conditions to release of a Guarantor’s Guarantee set forth above have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer to evidence such release. Any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. 109 Section 10.6. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits. ARTICLE XI MISCELLANEOUS Section 11.1. Concerning the Trust Indenture Act. The TIA shall not be applicable to, and shall not govern, this Indenture, the Notes or the Guarantees. Section 11.2. Notices. Any notice, request, direction, instruction or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), electronic image scan, facsimile transmission or overnight air courier guaranteeing next day delivery, to the addresses set forth below: If to the Issuer or any Guarantor: Golar LNG Limited 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ United Kingdom Attn: Chief Financial Officer If to the Trustee: Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Email: emea.at.debt@citi.com Attn: Agency & Trust, Trustee If to the Paying Agent or Registrar, to: Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom In the case of the Paying Agent: Email: ppapayments@citi.com; issueroperationscsu@citi.com 110 Attention: Agency and Trust, PPA In the case of the Registrar: Email: register@citi.com; dtc.transfers@citi.com Attention: Agency and Trust, Registrar The parties hereto, by written notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders and the Trustee) shall be in writing and shall be made by email or first-class mail, postage prepaid, or by hand delivery to the Holder at the Holder’s address as it appears on the registration books of the Registrar, with a copy to the Trustee. Notices given by first-class mail, postage prepaid, will be deemed given seven calendar days after mailing. Notices given by publication will be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to such Holder if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directors, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directors, reports notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liability, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions directors, reports, notices or other communications or information. Each other party, agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or indemnifications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risks of interception and misuse by third parties. For so long as any Notes are represented by Global Notes, notices from, or on behalf of, the Issuer to the Holders will be given by delivery of the relevant written notice to DTC for communication to the Holders, in accordance with the procedures of such clearing system. If a notice or communication is delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by a Responsible Officer of the Trustee. 111 If the Issuer delivers a notice or communication to Holders, it shall mail or deliver a copy to the Trustee and each Agent at the same time. Section 11.3. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee upon request: (a) an Officer’s Certificate (which shall include the statements set forth in Section 11.4) in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (b) an Opinion of Counsel (which shall include the statements set forth in Section 11.4) in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Notwithstanding the foregoing, no Opinion of Counsel shall be required for the Trustee to execute any supplemental indenture to this Indenture, the form of which is attached as Exhibit B hereto, adding a Guarantor under this Indenture. Section 11.4. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition precedent or covenant provided for in this Indenture shall include: (a) a statement that the Person making such certificate or opinion has read and understands such covenant or condition precedent; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition precedent has been satisfied; and (d) a statement as to whether or not, in the opinion of such Person, such condition precedent or covenant has been satisfied. Section 11.5. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. Each of the Agents may make reasonable rules and set reasonable requirements for its functions. Section 11.6. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder, partner or member of the Issuer or any Guarantor, as such, will have any liability for any indebtedness, obligations or liabilities of the Issuer under the Notes or this Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.
112 Section 11.7. Governing Law; Consent to Jurisdiction. THIS INDENTURE, THE NOTES AND THE GUARANTEES (IF ANY) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each of the parties to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Issuer hereby appoints Puglisi & Associates as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Trustee, the directors, officers, employees, affiliates and agents of the Trustee, or by any person who controls the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or any Guarantor, as applicable. Section 11.8. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. Section 11.9. Successors. All agreements of the Issuer and the Guarantors in this Indenture and the Notes and the Guarantees, as applicable, shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its respective successors and assigns. Section 11.10. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11.11. Execution in Counterparts. This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes, except with respect to authentication of Notes by the Trustee. Except with respect to authentication of Notes by the Trustee, signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually 113 executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Section 11.12. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. Section 11.13. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing (or, with respect to Global Notes, otherwise in accordance with the rules and procedures of the Depositary); and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 11.13. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient in its sole discretion. (c) The ownership of Notes shall be proved by the register maintained by the Registrar hereunder. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a board resolution of the Issuer’s Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, 114 consent, waiver or other Act, but the Issuer shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. Section 11.14. Force Majeure. In no event shall the Trustee or Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, fire, riots, strikes, or work stoppages for any reason, embargoes, governmental actions, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the U.S. banking industry to resume performance as soon as practicable under the circumstances. Section 11.15. Legal Holidays. If any payment date with respect to the Notes falls on a day that is not a Business Day, the payment to be made on such payment date will be made on the next succeeding Business Day with the same force and effect as if made on such payment date, and no additional interest will accrue solely as a result of such delayed payment. Section 11.16. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Issuer agrees that it will provide the Trustee with information about the Issuer as the Trustee may reasonably request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. Section 11.17. Waiver of Jury Trial. EACH OF THE ISSUER, ANY GUARANTOR AND THE TRUSTEE HEREBY, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY. [Signatures on following page] Signature Page Indenture Dated as of October 2, 2025. ISSUER Golar LNG Limited By: /s/ Mi Hong Yoon Name: Mi Hong Yoon Title: Director and Corporate Secretary CITIBANK, N.A., London Branch as Trustee, Registrar and Paying Agent By: /s/ David Rowlandson Name: David Rowlandson Title: Vice President
A-1 EXHIBIT A FORM OF NOTE [Global Note Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. [Restricted Notes Legend] THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN A-2 THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO PURCHASE OR HOLD THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY OTHER GOVERNMENTAL PLAN, CHURCH PLAN, U.S. OR NON-U.S. PLAN, OR OTHER PLAN SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS. [Regulation S Legend] THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN A-3 BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO PURCHASE OR HOLD THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY OTHER GOVERNMENTAL PLAN, CHURCH PLAN, U.S. OR NON-U.S. PLAN, OR OTHER PLAN SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR A-4 REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS.
A-5 7.500% Senior Notes due 2030 No. $__________ CUSIP NO. ISIN Common Code Golar LNG Limited (including any successor thereto) promises to pay to [Cede & Co.] 1 or registered assigns, the principal sum of $[ ] (_______________ UNITED STATES DOLLARS) [(as may be increased or decreased as set forth on the Schedule of Increases and Decreases of 7.500% Senior Notes due 2030 attached hereto)] 2 on October 2, 2030. Interest Payment Dates: October 2 and April 2, beginning April 2, 2026 Record Dates: September 16 and March 16 (whether or not a Business Day). Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 1 For Global Notes only. 2 For Global Notes only. A-6 GOLAR LNG LIMITED By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: Dated: CITIBANK, N.A., London Branch as Trustee By: Authorized Signatory A-7 (Reverse of 7.500% Senior Note) 7.500% Senior Notes due 2030 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. (1) Interest. Golar LNG Limited, a Bermuda exempted company, and any successor thereto (the “Issuer”) promises to pay interest on the unpaid principal amount of this 7.500% Senior Note due 2030 (a “Note”) at a fixed rate of 7.500% per annum. The Issuer will pay interest in U.S. dollars semiannually in arrears on October 2 and April 2, commencing [April 2, 2026]3 (each an “Interest Payment Date”) or if any such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest shall accrue solely as a result of such delayed payment. Interest on the Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from and including the date of issuance. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. (2) Method of Payment. The Issuer shall pay interest on the Notes on the applicable Interest Payment Date to the Persons who are registered Holders at the close of business on the September 16 and March 16 preceding the Interest Payment Date (whether or not a Business Day), even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. If a Holder of at least $5,000,000 aggregate principal amount of the Notes in physical, certificated form has given written wire transfer instructions to the Trustee at least ten Business Days prior to the applicable Interest Payment Date, the Issuer will make all payments of principal, premium, and interest, if any, on such Holder’s Notes by wire transfer of immediately available funds to the account in the United States specified in those instructions. Otherwise, payments on the Notes will be made at the office or agency of the Trustee or Paying Agent unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The final principal amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Trustee or the Trustee’s agent appointed for such 3 With respect to the Initial Notes. A-8 purposes. Payments in respect of Global Notes will be made by wire transfer of immediately available funds to the Depositary. (3) Paying Agent and Registrar. Initially, the Trustee shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder, and the Issuer and/or any Restricted Subsidiaries may act as Paying Agent or Registrar. (4) Indenture. The Issuer issued the Notes under an Indenture, dated as of October 2, 2025 (the “Indenture”), between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture. To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. The Initial Notes issued on the Issue Date were initially issued in an aggregate principal amount of $500,000,000. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions. The payment of principal and interest on the Notes and all other amounts under the Indenture is unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Guarantors. (5) Redemption and Repurchase. The Notes are subject to optional redemption, a Tax Redemption, a Net Proceeds Offer, and Event of Loss Offer and a Change of Control Offer, each as further described in the Indenture. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to Notes. (6) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in initial minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture. The Registrar, the Trustee and the Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any stamp or transfer tax or similar government charge required by law or permitted by the Indenture in accordance with Section 2.6(g)(2) of the Indenture. The Registrar is not required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of 15 days before the day of any selection of Notes for redemption and ending at the close of business on the day of such selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (7) Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. (8) Amendment, Supplement and Waiver. The Indenture, the Notes and the Guarantees may be amended or supplemented, and compliance with provisions thereof may be waived, in each case as provided in the Indenture.
A-9 (9) Defaults and Remedies. The remedies of Holders in the event of a Default are as set forth in the Indenture. (10) No Recourse Against Others. No director, officer, employee, incorporator or stockholder, partner or member of the Issuer or any Guarantor, as such, will have any liability for any indebtedness, obligations or liabilities of the Issuer under the Notes or the Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees, to the extent permitted by applicable law. (11) Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. (12) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gifts to Minors Act). (13) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. A-10 ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: _________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature guarantee: A-11 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10, Section 4.14 or Section 4.18 of the Indenture, check the box below: [ ] Section 4.10 [ ] Section 4.14 [ ] Section 4.18 If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10, Section 4.14 or Section 4.18 of the Indenture, state the amount you elect to have purchased: $_____________ Date: _________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature guarantee: A-12 [INCLUDE IN TRANSFER RESTRICTED NOTES] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF TRANSFER RESTRICTED NOTES Golar LNG Limited 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ United Kingdom Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attn: Agency & Trust Re: CUSIP NO. Reference is hereby made to that certain Indenture dated October 2, 2025 (the “Indenture”) among inter alios Golar LNG Limited (the “Issuer”) and Citibank, N.A., London Branch as trustee (the “Trustee”). Capitalized terms used but not defined herein have the meanings set forth in the Indenture. This certificate relates to $___________ principal amount of Notes held in (check applicable space) ___________ book-entry or ___________ definitive form by the undersigned. The undersigned ______________ (transferor) (check one box below): ☐ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ☐ hereby requests the Registrar to exchange or register the transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:
A-13 CHECK ONE BOX BELOW: (1) ☐ to the Issuer or any of its subsidiaries; or (2) ☐ pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended; or (3) ☐ to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or (4) ☐ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended, that is not a qualified institutional buyer and that is purchasing for its own account or for the account of another institutional accredited investor; or (6) ☐ pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof. Signature Signature Guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. A-14 [NAME OF TRANSFEREE] NOTICE: To be executed by an executive officer, if an entity Dated: _________________ A-15 [INCLUDE IN NOTES BEARING THE REGULATION S LEGEND] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OF NOTES BEARING THE REGULATION S LEGEND Golar LNG Limited 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ United Kingdom Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attn: Agency & Trust Re: CUSIP NO. Reference is hereby made to that certain Indenture dated October 2, 2025 (the “Indenture”) among inter alios Golar LNG Limited (the “Issuer”), and Citibank, N.A., London Branch as trustee (the “Trustee”). Capitalized terms used but not defined herein have the meanings set forth in the Indenture. This certificate relates to $___________ principal amount of Notes held in (check applicable space) ___________ book-entry or ___________ definitive form by the undersigned. The undersigned ______________ (transferor) (check one box below): ☐ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; ☐ hereby requests the Registrar to exchange or register a transfer of a Note or Notes to ______________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the Restricted Period (as defined in the Indenture), the undersigned confirms that such Notes are being transferred in accordance with its terms: A-16 CHECK ONE BOX BELOW: (1) ☐ to the Issuer or any of its subsidiaries; or (2) ☐ pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended; or (3) ☐ to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or (4) ☐ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended, that is not a qualified institutional buyer and that is purchasing for its own account or for the account of another institutional accredited investor; or (6) ☐ pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended. Prior to the expiration of the Restricted Period, unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof. Signature Signature Guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
A-17 [NAME OF TRANSFEREE] NOTICE: To be executed by an executive officer, if an entity Dated: _________________ A-18 [INCLUDE IN GLOBAL NOTES] SCHEDULE OF INCREASES AND DECREASES OF 7.500% SENIOR NOTES DUE 2030 The initial outstanding principal amount of this Global Note is $___________. The following transfers, exchanges and redemption of this Global Note have been made: Date of Transfer, Exchange or Redemption Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (or Increase) Signature of Trustee or Note Custodian B-1 EXHIBIT B [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY ACCEDING GUARANTORS] This Supplemental Indenture and Guarantee, dated as of [ ], 20[ ] (this “Supplemental Indenture” or “Guarantee”), among [ ] (the “Acceding Guarantor”), Golar LNG Limited, a Delaware corporation (the “Issuer”) and Citibank, N.A., London Branch, as trustee under the Indenture (the “Trustee”). W I T N E S S E T H: WHEREAS, the Issuer and the Trustee have heretofore executed and delivered an Indenture, dated as of October 2, 2025 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount 7.500% Senior Notes due 2030 of the Issuer (the “Notes”); WHEREAS, Section 4.16 of the Indenture provides that the Issuer will cause any Restricted Subsidiary of the Issuer that is not an existing Guarantor that guarantees certain Indebtedness as described therein, to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture. WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add a Guarantor. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Acceding Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE I Definitions SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II Agreement to be Bound; Guarantee SECTION 2.1 Agreement to be Bound. The Acceding Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture, including Article X thereof. B-2 ARTICLE III Miscellaneous SECTION 3.1 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the Acceding Guarantor’s Guarantee. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Acceding Guarantor and the Trustee makes no representation with respect to any such matters. SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. SECTION 3.5 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. SECTION 3.6 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Acceding Guarantor. [Signatures on following page]
B-3 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. [ACCEDING GUARANTOR], as an Acceding Guarantor By: Name: Title: GOLAR LNG LIMITED, as Issuer By: Name: Title: [EXISTING GUARANTORS, as an Existing Guarantor By: Name: Title: ] CITIBANK, N.A., London Branch as Trustee By: Name: Title: C-1 EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] Golar LNG Limited 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ United Kingdom Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attn: Agency & Trust Re: Golar LNG Limited (the “Issuer”) 7.500% Senior Notes due 2030 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $[ ] aggregate principal amount at maturity of the Notes (CUSIP No. 38046Y AE1), we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. The Issuer and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF TRANSFEROR] By: Name: Title: Authorized Signature D-1 EXHIBIT D [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] Golar LNG Limited 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ United Kingdom Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attn: Agency & Trust Re: Golar LNG Limited (the “Issuer”) 7.500% Senior Notes due 2030 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $[ ] aggregate principal amount of the Notes (CUSIP No. [●]), we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. The Issuer and you are entitled to rely upon this certificate and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal D-2 proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [NAME OF TRANSFEROR] By: Name: Title: Authorized Signature
EX-4.35
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a12billiongimifacilityag.htm
EX-4.35 GIMI $1.2 BILLION FACILITY AGREEMENT
a12billiongimifacilityag
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. UK-#765255454v10 Private & Confidential Execution Version Dated 5 November 2025 GIMI MS CORPORATION as Borrower GOLAR LNG LIMITED as Guarantor ABN AMRO BANK N.V., OSLO BRANCH NUF CITIBANK, N.A., LONDON BRANCH DNB (UK) LIMITED GOLDMAN SACHS BANK USA STANDARD CHARTERED BANK (SINGAPORE) LIMITED as Mandated Lead Arrangers STANDARD CHARTERED BANK (HONG KONG) LIMITED as Facility Agent and Security Trustee THE FINANCIAL INSTITUTIONS LISTED HEREIN as Lenders and THE FINANCIAL INSTITUTIONS LISTED HEREIN as Hedging Banks SENIOR SECURED TERM LOAN FACILITY AGREEMENT for a $1,200,000,000 Term Loan Facility in respect of the Floating Liquefaction Natural Gas Facility GIMI Contents Clause Page Section 1 Interpretation ...................................................................................................................... 1 1 Definitions and Interpretation ................................................................................................... 1 Section 2 The Facility ....................................................................................................................... 36 2 The Facility ............................................................................................................................. 36 3 Purpose .................................................................................................................................. 36 4 Conditions of Utilisation .......................................................................................................... 37 Section 3 Utilisation .......................................................................................................................... 38 5 Utilisation ................................................................................................................................ 38 Section 4 Repayment, prepayment and cancellation ....................................................................... 39 6 Repayment ............................................................................................................................. 39 7 Illegality, Prepayment and Cancellation ................................................................................. 39 8 Restrictions ............................................................................................................................. 43 Section 5 Costs of utilisation ............................................................................................................ 45 9 Interest ................................................................................................................................... 45 10 Interest Periods ...................................................................................................................... 46 11 Changes to the Calculation of Interest ................................................................................... 46 12 Fees ....................................................................................................................................... 48 Section 6 Additional payment obligations ......................................................................................... 49 13 Tax Gross-Up and Indemnities .............................................................................................. 49 14 Increased Costs ..................................................................................................................... 53 15 Other Indemnities ................................................................................................................... 55 16 Mitigation by the Lenders ....................................................................................................... 59 17 Guarantee and indemnity ....................................................................................................... 59 18 Costs and Expenses .............................................................................................................. 62 Section 7 Representations, undertakings and events of default ...................................................... 64 19 Representations ..................................................................................................................... 64 20 Information Undertakings ....................................................................................................... 71 21 Financial Covenants ............................................................................................................... 75 22 General Undertakings ............................................................................................................ 78 23 Dealings with Vessel .............................................................................................................. 82 24 Condition and Operation of the Vessel .................................................................................. 84 25 Insurance ................................................................................................................................ 87 26 Minimum Security Value ........................................................................................................ 92 27 General Project Undertakings ................................................................................................ 95 28 Accounts ................................................................................................................................. 98 29 Business Restrictions ........................................................................................................... 102 30 Hedging Agreements ........................................................................................................... 105 31 Events of Default .................................................................................................................. 108 32 Position of Hedging Bank ..................................................................................................... 114 Section 8 Changes to parties ......................................................................................................... 116 33 Changes to the Lenders ....................................................................................................... 116 34 Changes to the Obligors ...................................................................................................... 120 Section 9 The Finance Parties ....................................................................................................... 121 35 Roles of Facility Agent, Security Trustee and Mandated Lead Arrangers ........................... 121 36 Trust and Security Matters ................................................................................................... 133 37 Enforcement of Transaction Security ................................................................................... 136 38 Application of Proceeds ....................................................................................................... 137 39 Conduct of Business by the Finance Parties ....................................................................... 140 40 Sharing among the Finance Parties ..................................................................................... 141 Section 10 Administration ............................................................................................................... 143 41 Payment Mechanics ............................................................................................................. 143 42 Set-Off .................................................................................................................................. 146 43 Notices ................................................................................................................................. 147 44 Calculations and Certificates ................................................................................................ 150 45 Partial Invalidity .................................................................................................................... 150 46 Remedies and Waivers ........................................................................................................ 150 47 Amendments and Waivers ................................................................................................... 150 48 Confidential Information ....................................................................................................... 157 49 Confidentiality of Funding Rates .......................................................................................... 161 50 Counterparts ......................................................................................................................... 162 Section 11 Governing law and enforcement .................................................................................. 163 51 Governing Law ..................................................................................................................... 163 52 Enforcement ......................................................................................................................... 163 Section 12 Acknowledgement regarding any Supported QFCs ..................................................... 164 53 Acknowledgement regarding any Supported QFCs ............................................................. 164 Schedule 1 The Original Parties ..................................................................................................... 166 Schedule 2 Vessel Information ....................................................................................................... 170 Schedule 3 Conditions Precedent .................................................................................................. 171 Schedule 4 Utilisation Request ...................................................................................................... 177 Schedule 5 Form of Transfer Certificate ........................................................................................ 178 Schedule 6 Form of Compliance Certificate ................................................................................... 181 Schedule 7 Indicative Amortisation Schedule ................................................................................ 182 Schedule 8 Form of Hedging Bank Accession Undertaking .......................................................... 185
1 THIS AGREEMENT is dated ___ November 2025 and made BETWEEN: (1) GIMI MS CORPORATION (the Borrower); (2) GOLAR LNG LIMITED (the Guarantor); (3) ABN AMRO BANK N.V., OSLO BRANCH NUF, CITIBANK, N.A., LONDON BRANCH, DNB (UK) LIMITED, GOLDMAN SACHS BANK USA and STANDARD CHARTERED BANK (SINGAPORE) LIMITED as mandated lead arrangers (the Mandated Lead Arrangers); (4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as the original lenders (the Original Lenders); (5) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as the original hedging banks (the Original Hedging Banks); (6) STANDARD CHARTERED BANK (HONG KONG) LIMITED as facility agent for the other Finance Parties (the Facility Agent); and (7) STANDARD CHARTERED BANK (HONG KONG) LIMITED as security trustee for the Finance Parties (the Security Trustee). IT IS AGREED as follows: Section 1 Interpretation 1 Definitions and Interpretation 1.1 Definitions In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents: Account means each of the following accounts: (a) the Earnings Account; and (b) the Debt Service Reserve Account, or any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 28 (Accounts). Account Banks means, in relation to any Account, the banks or financial institutions specified as such in Schedule 1 (The Original Parties) or another bank or financial institution approved by the Majority Lenders at the request of the Borrower. Account Security means, in relation to an Account, a deed or other instrument to be executed by the Borrower in favour of the Security Trustee (acting for and on behalf of the Finance Parties) in an agreed form conferring a Security Interest over that Account. Accounting Reference Date means: (a) in respect of the Borrower, 31 December; and 2 (b) in respect of the Guarantor, 31 December. 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. Anti-Corruption Laws means: (a) the Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977; and (b) all other laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption which are required to be complied with by any Obligor from time to time. Anti-Money Laundering Laws means: (a) the Bank Secrecy Act, as amended by, among other acts, the USA PATRIOT Act of 2001, (Pub. L. No. 107-56); (b) the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and the Organised Crime Act 2015 of Singapore; (c) the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; (d) the EU First Money Laundering Directive (91/308/EEC) and the EU Second Money Laundering Directive (2001/97/EC), as amended by, the EU Third Money Laundering Directive (2005/60/EC); and (e) any other law, regulation, order, decree, financial recordkeeping, reporting requirements or directive of any jurisdiction having the force of law and relating to anti-money laundering which are required to be complied with by any Obligor from time to time. Anti-Terrorism Financing Laws means, with respect to a person, all anti-terrorist funding laws, rules and regulations applicable to it in its jurisdiction of incorporation or any other jurisdiction in which it conducts its business issued, administered or enforced by any government entity having jurisdiction over such person with respect thereto and which are in effect at the relevant time. Applicable Law means: (a) in relation to any jurisdiction or to the European Union, any law, regulation, treaty, directive, decision, rule, regulatory requirement, judgment, order, ordinance, request, guideline or direction or any other act of any government entity of such jurisdiction or of the European Union whether or not having the force of law and with which any Party is required to comply, or with which it would, in the normal course of its business, comply; and (b) in relation to any Finance Party, any Basel Regulation applicable to that Finance Party. Approved Brokers means [*****] and any other broker as may be agreed from time to time between the Facility Agent and the Borrower. Approved Credit Rating means a rating for its long-term unsecured and non-credit- enhanced debt obligations of BBB+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency. 3 Approved Issuer means any Lender or other financial institution having an Approved Credit Rating. Approved Valuer means [*****] and any other broker with the relevant expertise and qualification to provide a valuation report for the Vessel as may be agreed from time to time between the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower. 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. Auditors means Ernst & Young or any other internationally recognised firm appointed by the Borrower to act as its statutory auditors. Authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration, including but not limited to a Project Authorisation and an Environmental Licence. Authority means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government-owned and howsoever constituted or called, that exercises the functions of a central bank) in a Relevant Jurisdiction. 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 (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. Balance means, in respect of an Account, the cash amount standing to the credit of such Account. Basel Accords means the Basel II Accord, Basel III Accord and Reformed Basel III. Basel Regulation means either a Basel II Regulation, Basel III Regulation or Reformed Basel III Regulation. Basel II Accord means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord or Reformed Basel III. Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord. 4 Basel II Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel II Regulation in force as at the date hereof (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). Basel II Regulation means: (a) in any law or regulation in force as at the date hereof implementing the Basel II Accord, (including the CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord or Reformed Basel III; and (b) any Basel II Approach adopted by a Finance Party or any of its Affiliates. Basel III Accord means, together: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III", but excluding, in each such case, Reformed Basel III. Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) and includes a CRR Increased Cost. Basel III Regulation means any law or regulation (including the relevant provisions of CRD IV and CRR) implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation. Block C8 Owners means the parties that hold a participating interest in the Mauritania Joint Operating Agreement from time to time. BP Lessee Credit Support means the guarantee dated 27 September 2019 and provided by the BP Lessee Credit Support Provider in favour of the Borrower in respect of the BP Lessee Credit Support Provider's Relevant Payment Percentage of the Lessee's obligations to the Borrower under the LOA. BP Lessee Credit Support Provider means BP Exploration Operating Company Limited, a company incorporated in England whose registered office is at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP.
5 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 any part of its participation in the Loan or relevant part of it or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or relevant part of it or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: (b) the amount which that Lender would be able to obtain by placing an amount equal to the relevant principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of that Interest Period. Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Hong Kong, London, New York, Oslo and Singapore and (in relation to the fixing of an interest rate) which is a US Government Securities Business Day. Capital Element has the meaning given to the term "CE" in the LOA. Cash has the meaning given to it in clause 21.2 (Financial definitions). Cash Equivalents has the meaning given to it in clause 21.2 (Financial definitions). Certificate of Acceptance means a certificate of acceptance for the Vessel as contemplated by clause 7.13 (Acceptance Testing) of the LOA, substantially in the form set out in Schedule 9 (Certificate of Acceptance) of the LOA. Change in Location means, following Final Acceptance, a change in the location of the Vessel from the Permitted Location. Change of Control occurs when: (a) the Guarantor ceases to control the Borrower; or (b) two or more persons acting in concert or any individual person: (i) acquire: (A) directly, in excess of [*****] per cent. ([*****]%); or (B) beneficially, in excess of [*****] per cent. ([*****]%), of the total voting power or ownership interest (or equivalent) of the Guarantor; or (ii) have the right or ability to control the Guarantor. For the purposes of this definition, acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor. 6 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 Transaction Security. Classification means the classification specified in Schedule 2 (Vessel Information) with the Classification Society or another classification approved by the Majority Lenders as its classification, at the request of the Borrower. Classification Society means the classification society specified in Schedule 2 (Vessel Information) or another classification society (being a member of the International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association nominated by the Facility Agent) approved by the Majority Lenders as its Classification Society, at the request of the Borrower, such consent not to be unreasonably withheld or delayed. COD has the meaning given to the term “Commercial Operations Date” in the LOA. Code means the US Internal Revenue Code of 1986. Commitment means: (a) in relation to an Original Lender, the amount set opposite its name under the heading Commitment in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. Compensating Sum has the meaning given to it in clause 13.4(b) (Indemnities on after Tax basis). Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate) or otherwise approved. Compulsory Acquisition means requisition for title or other compulsory acquisition, nationalisation, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the 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 for title. Confidential Information means all information relating to an Obligor, 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) any member of any of the Group, the Keppel Shareholder or any of their advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, the Keppel Shareholder or any of their advisers, 7 in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes: (i) information that: (A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 48 (Confidential Information); or (B) is identified in writing at the time of delivery as non-confidential by any member of the Group, the Keppel Shareholder or any of their advisers; or (C) 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 any of the Group, the Keppel Shareholder 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; and (ii) any Funding Rate. Confidentiality Undertaking means a confidentiality undertaking in the form required by the LOA or in any other form agreed between the Borrower and the Facility Agent. Confirmation shall have, in relation to any Hedging Transaction, the meaning given to that term in the relevant Hedging Agreement. Constitutional Documents means, in respect of an Obligor, such Obligor's memorandum and articles of association, articles of incorporation, bye-laws or other constitutional documents (as applicable) including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions Precedent). CRD IV means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms. CRR means either CRR-EU or, as the context may require, CRR-UK. CRR-EU means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms as amended by CRR2 but excluding CRR3 and all delegated and implementing regulations supplementing that Regulation. CRR Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with the CRR (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). CRR-UK means CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019 and as further amended from time to time but excluding UK Basel 3.1. CRR2 means regulation 2019/876 amending CRR-EU as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, 8 large exposures, reporting and disclosure requirements, and Regulation (EU) No 648/2012 and all delegated and implementing regulations supplementing that Regulation. CRR3 means regulation 2024/1623 of the European Union amending Regulation (EU) No 575/2013 as regards requirements for credit risk, credit valuation adjustment risk, operational risk, market risk and the output floor. CRR3 Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with CRR3 (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). Current Assets has the meaning given to it in clause 21.2 (Financial definitions). Current Liabilities has the meaning given to it in clause 21.2 (Financial definitions). Debt Service means, for each relevant period, the aggregate of: (a) the amount of interest on the Facility which is payable under clause 9 (Interest); (b) each principal amount of the Loans which is scheduled to be repaid under clause 6 (Repayment); and (c) Fees, in each case during that period. Debt Service Coverage Ratio has the meaning given to it in clause 21.2 (Financial definitions). Debt Service Reserve means with respect to a Repayment Date, an amount equal to the Debt Service payable during the three month period commencing on such Repayment Date and ending on the next successive Repayment Date but excluding the Total Balloon Amount. Debt Service Reserve Account means the Account designated as a Debt Service Reserve Account under clause 28 (Accounts). Defaulting Lender means any Lender: (a) which has failed to make its participation in the Loan available (or has notified the Facility Agent that it will not make its participation in the Loan available) by the Utilisation Date in accordance with clause 5.4 (Lenders' participation); (b) which has otherwise rescinded or repudiated a Finance Document; or (c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event, and payment is made within five (5) Business Days of its due date; or
9 (ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question Delegate means any delegate, additional trustee or co-trustee appointed by the Security Trustee, a Finance Party or a Receiver in accordance with the Finance Documents. Designated Website has the meaning given to it in clause 20.10 (Use of websites). Discharged Rights and Obligations has the meaning given to it in clause 33.6(d)(i) (Procedure for transfer). Disruption Event means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or (b) the occurrence of any other event which results in a disruption (of a technical or systems- related nature) to the treasury or payments operations of a Party preventing that, or any other Party: (i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted. Documentation Bank means ABN AMRO Bank N.V. Earnings means, in relation to the Vessel and a person, all money at any time payable to that person for or in relation to the use of the Vessel, including the Capital Element of the LOA Dayrate but excluding the Operating Element, FM Event Dayrate, freight, hire and passage moneys, money payable to that person for the provision of services by or from the Vessel or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment. Earnings Account means the Account designated as the Earnings Account under clause 28 (Accounts). EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway. Environmental Claims means: (a) enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or (b) any claim made by any other person relating to a Spill. 10 Environmental Incident means any Spill in circumstances where: (a) the Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or (b) the Vessel may be arrested or attached in connection with any such Environmental Claim. Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment. Environmental Licence means any permit, licence, authorisation, consent or other approval required at any time by any relevant Environmental Law for the operation of the Borrower's business or in order for the Borrower to comply with its respective obligations under the Transaction Documents. 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 31 (Events of Default). Excluded Swap Obligation means, with respect to the Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of the Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of the Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. Existing Agent means ING Bank N.V. in its capacity as agent under the Existing Facility Agreement. Existing Facility means a term loan facility of up to $700,000,000 made available to the Borrower pursuant to a facility agreement dated 24 October 2019 (as supplemented and amended from time to time) between, amongst others, the Borrower and the Existing Agent (the Existing Facility Agreement). Existing Lender has the meaning given to it in clause 33.1 (Assignment and transfers by the Lenders). Facility means the term loan facility made available under this Agreement as described in clause 2 (The Facility). Facility Agent includes any person who may be appointed as such under the Finance Documents. 11 Facility Office means: (a) in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or (b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes. Facility Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and discharged. Fair Market Value means the value of the Vessel determined not more than thirty (30) days before the date of this Agreement or relevant testing date in accordance with clause 26 (Minimum Security Value) which shall be determined as the average of the values provided by two brokers (not more than thirty (30) days before the date of this Agreement or the relevant testing date) selected by the Borrower from among the Approved Valuers. If two valuations differ by a margin of more than[*****] then a third broker from the Approved Valuers appointed by the Facility Agent shall provide a valuation and the value of the Vessel shall be the average of the three valuations. 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; or (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 means any amount payable by the Borrower under clause 12 (Fees) (including under any Fee Letter referred to in that clause). 12 Fee Letter means any letter or letters dated prior to or on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower, the Facility Agent and the Borrower or the Documentation Bank and the Borrower setting out any of the fees referred to in clause 12 (Fees) and includes any agreement setting out any fees payable to a Finance Party under any other Finance Document. Final Acceptance means the occurrence of the COD under and in accordance with the LOA. Final Acceptance Date is the date on which Final Acceptance occurred, being 12 June 2025. Final Repayment Date means, subject to clause 41.7 (Business Days), the date falling eighty- four (84) Months after the Utilisation Date, provided that if such date is a day which is not a Business Day, the Final Repayment Date will instead be the preceding Business Day. Finance Documents means this Agreement, any Fee Letter, the Security Documents, the Quiet Enjoyment Agreement, any Hedging Agreements, and any other document designated as such by the Facility Agent and the Borrower. Finance Party means the Facility Agent, the Security Trustee, any Mandated Lead Arranger, any Hedging Bank or any Lender (acting in each capacity referred to under this Agreement). Financial Indebtedness means any indebtedness for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent); (c) 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 applicable GAAP (or SFRS, as the case may be), 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 and meet any requirement for de-recognition under applicable GAAP); (f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the mark to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account); (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 raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or are otherwise classified as borrowings under applicable GAAP; (i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or 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 one hundred and eighty (180) days after the date of supply;
13 (j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as borrowings under applicable GAAP; and (k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above. Financial Year means, in respect of each Obligor, the annual accounting period of such Obligor ending on or about the Accounting Reference Date in each year. First Currency has the meaning given to it in clause 15.1(a) (Currency indemnity). First Inspection has the meaning given to it in clause 24.8(c) (Inspection and notice of dry- docking). First Repayment Date means, subject to clause 41.7 (Business Days), the date falling three (3) Months after the Utilisation Date. Flag State means the country specified in Schedule 2 (Vessel information), or such other state or territory as may be approved by the Lenders, at the request of the Borrower, as being the Flag State for the purposes of the Finance Documents. FM Event means, in respect of the Borrower and the Lessee, a force majeure event that affects, prevents or impedes the due performance of the Borrower and/or the Lessee of its respective obligations under the LOA, as further described in clause 15.1(a) (Force Majeure) of the LOA. FM Event Dayrate has the meaning given to that term in the LOA. Free Liquid Assets has the meaning given to it in clause 21.2 (Financial definitions). Funding Rate means any individual rate notified by a Lender to the Facility Agent pursuant to clause 11.3(a)(ii) (Cost of funds). GAAP means the generally accepted accounting principles in the United States of America. General Assignment means a first assignment of the Borrower's rights, title and interest in the proceeds of Insurances, the Earnings, any Requisition Compensation and the LOA Documents to be executed by the Borrower in favour of the Security Trustee in the agreed form, subject to the relevant co-ordination arrangements pursuant to and in accordance with the Quiet Enjoyment Agreement. Golar Shareholder means Gimi Holding Company Limited, an exempted company formed under the laws of Bermuda. Group means the Guarantor and its Subsidiaries and any other entity required to be treated as a Subsidiary in the consolidated financial statements of the Guarantor in accordance with applicable GAAP and/or applicable law. Guarantor means Golar LNG Limited and/or other replacement or additional guarantors as may be approved in writing by the Facility Agent (acting on the instructions of all of the Lenders). 14 Hedging Agreement means any agreement entered into or to be entered into between the Borrower and a Hedging Bank, comprising a 2002 ISDA Master Agreement and the Schedule thereto and any Confirmation thereunder in the agreed form. Hedging Bank means: (a) any Original Hedging Bank; and (b) any entity which has become a Party as a Hedging Bank in accordance with clause 33.9 (Accession of Hedging Banks). Hedging Bank Accession Undertaking means an undertaking substantially in the form set out in Schedule 8 (Form of Hedging Bank Accession Undertaking). Hedging Contract Security means a deed or other instrument executed or to be executed by the Borrower in favour of the Security Trustee in the agreed form conferring a Security Interest over any Hedging Agreements. Hedging Transaction has, in relation to any Hedging Agreement, the meaning given to the term Transaction in that Hedging Agreement. Historic Term SOFR means, in relation to the Loan or any Unpaid Sum, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or Unpaid Sum and which is as of a day which is no more than three (3) US Government Securities Business Days before the Quotation Day. HMT means His Majesty's Treasury. Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary. Increased Costs has the meaning given to that term in clause 14.1 (Increased costs). Indemnified Person means: (a) each Finance Party, each Receiver and any Delegate; and (b) each Affiliate of a Finance Party. Indemnity Sum has the meaning given to it in clause 13.4(b) (Indemnities on after Tax basis). Indirect Tax means any goods and services tax, consumption tax, value added or any tax of a similar nature. Information has the meaning given to that term in clause 19.8(f) (Information). Insurance Advisor means [*****] or any other reputable insurance consultant familiar with the market with experience of assets of the same type as the Vessel, appointed by the Facility Agent on behalf of the Lenders, with approval of the Borrower (such approval not to be unreasonably withheld or delayed) to review the Insurances, the relevant Finance Documents and, if applicable, the Reinsurances and to report to the Finance Parties whether such Insurances and/or Reinsurances are in full force and effect and in accordance with the requirements under the relevant Finance Documents and the LOA. 15 Insurance Notice means a notice of assignment in the form scheduled to the General Assignment or in another approved form. Insurance Proceeds means all proceeds of the Insurances (or any part thereof) and Reinsurances (or any part thereof) from time to time received by any Obligor or any Finance Party (other than Total Loss Proceeds, Liability Insurance Proceeds and Loss of Hire Insurance Proceeds). Insurances means, in relation to the Vessel (a) all policies and contracts of insurance, including any delay in delivery and/or delay in start- up insurance; and (b) all entries in a protection and indemnity or war risks or other mutual insurance association, in the name of the Vessel's owner or the joint names of its owner and any other person in respect of or in connection with the Vessel and/or its owner's Earnings from the Vessel and includes all benefits thereof (including the right to receive claims and to return of premiums). Insurer means any insurer which is from time to time party to any Reinsurances Security. Interpolated Historic Term SOFR means, in relation to the Loan or any Unpaid Sum, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between: (a) either: (i) the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that Unpaid Sum; or (ii) if no such Term SOFR is available for a period which is less than the Interest Period of the Loan, the most recent SOFR for a day which is no more than three (3) US Government Securities Business Days before the Quotation Day; and (b) the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that Unpaid Sum. Interpolated Term SOFR means, in relation to the Loan or any Unpaid Sum, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between: (a) either: (i) the applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that Unpaid Sum; or (ii) if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or Unpaid Sum, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and 16 (b) the applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that Unpaid Sum. Interbank Market means the market for overnight cash borrowing collateralised by US Government securities. Interest Payable has the meaning given to it in clause 21.2 (Financial definitions). Interest Payment Date shall have the meaning given to it in clause 9.2 (Payment of interest). Interest Period means, in relation to the Loan (or any part of the Loan), each period determined in accordance with clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 9.3 (Default interest). Interest Receivable has the meaning given to it in clause 21.2 (Financial definitions). Inter-Governmental Co-operation Agreement means the inter-governmental co-operation agreement entered into between the governments of the Islamic Republic of Mauritania and the Republic of Senegal dated 9 February 2018. ISM Code has the meaning given to it in clause 24.2 (Defined terms). ISPS Code has the meaning given to it in clause 24.2 (Defined terms). Keppel Shareholder means First FLNG Holdings Pte. Ltd. (UEN no. 201840117H), a company incorporated in Singapore with its registered office at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632. KL means Keppel Ltd. (UEN no. 196800351N), a company incorporated in Singapore with its registered office at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632. Kosmos Lessee Credit Support means the guarantee dated 27 September 2019 and provided by Kosmos Energy Ltd. as guarantor and BP Exploration Operating Company Limited as indemnitor in favour of BP Mauritania Investments Limited, BP Senegal Investments Limited and the Borrower of the Kosmos Obligors' obligations to the Lessee under the Underlying Documents which has been assigned to the Borrower pursuant to the Kosmos Lessee Credit Support. Kosmos Lessee Credit Support Provider means Kosmos Energy Ltd., a company incorporated in the State of Delaware whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. Kosmos Obligors means: (a) Kosmos Energy Mauritania; and (b) Kosmos Energy Investments Senegal Limited. Last Availability Date means 28 November 2025 or such later date as may be approved by the Lenders. Leasing Loans has the meaning given to it in clause 21.2 (Financial definitions). Legal Opinion means any legal opinion delivered to the Facility Agent under clause 4 (Conditions of Utilisation).
17 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; and (c) similar principles, rights and defences under the laws of any Relevant Jurisdiction. Lender means: (a) any Original Lender; and (b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 33 (Changes to the Lenders), which in each case has not ceased to be a Lender in accordance with the terms of this Agreement. Lessee means BP Mauritania Investments Limited, a company incorporated and organised under the laws of England and Wales having its registered office at Chertsey Road, Sunbury-on- Thames, Middlesex, United Kingdom, TW16 7BP, with a registered branch in Mauritania with registration number 94860/GU/15869. Lessee Credit Support means the Lessee Credit Support (as defined in the LOA) in the form of: (a) the BP Lessee Credit Support; and (b) the Kosmos Lessee Credit Support. Lessee Credit Support Amount means the aggregate amount of the Lessee Credit Support available to the Borrower as determined in accordance with clause 18.1 (Lessee Credit Support) of the LOA. Lessee Credit Support Provider means: (a) the BP Lessee Credit Support Provider; and (b) the Kosmos Lessee Credit Support Provider. Lessee Purchase Option means the purchase option in respect of the Vessel granted to the Lessee and exercisable in accordance with clause 3.6 (Quiet Enjoyment) and 5 (FLNG Facility Purchase and Purchase Price) of the Quiet Enjoyment Agreement. Lessee Purchase Option Price means the amounts to be paid by the Lessee to the Security Trustee and/or the Borrower pursuant to clause 5 (FLNG Facility Purchase and Purchase Price) of the Quiet Enjoyment Agreement. Liability Insurance Proceeds means the proceeds of the Insurances received in respect of protection and indemnity risks and/or any third party liability placements. 18 LNG means liquified natural gas. LOA means the lease and operate agreement dated 26 February 2019 (as most recently amended by an amendment deed dated 3 August 2024) and entered into between the Borrower and the Lessee in respect of the FLNG Facility, the details of which are provided in Schedule 2 (Vessel Information). LOA Dayrate has the meaning given to the term Dayrate in the LOA. LOA Documents means the LOA, any documents supplementing it and any guarantee or security given by any person for the Lessee's obligations under it, including the BP Lessee Credit Support and the Kosmos Lessee Credit Support. LOA Termination Payment means any amount payable to the Borrower by the Lessee upon termination of the LOA by the Lessee. Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan. Loss of Hire Insurance Proceeds means the proceeds of the Insurances received in respect of loss of hire (if such Insurances are entered into in respect of the Vessel). Loss Payable clauses means the provisions concerning payment of claims under the Insurances in the form scheduled to the General Assignment or any other Security Document or in another approved form. Losses means any costs, expenses, payments, charges, losses, liabilities, penalties, fines, damages, judgments, orders or other sanctions. Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount. Major Casualty Amount means the amount specified as such in Schedule 2 (Vessel Information) or the equivalent in any other currency. Majority Lenders means a Lender or Lenders whose Commitments aggregate [*****] per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than [*****] per cent. of the Total Commitments immediately prior to that reduction). Margin means 2.50 per cent. (2.50%) per annum. Maritime Labour Convention means the Maritime Labour Convention adopted by the International Labour Conference at its 94th (Maritime) Session, as amended (MLC, 2006). Material Adverse Effect means in the reasonable opinion of the Majority Lenders, a material adverse effect on: (a) the business, operations, property, assets, condition (financial or otherwise) or (in relation to the Borrower) performance under the LOA of the Borrower or the Operator or the Original Vessel Manager; or (b) the ability of an Obligor or Shareholder to perform its obligations under the Finance Documents to which it is a party; or 19 (c) the legality, validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents. Mauritania Joint Operating Agreement means the amended and restated joint operating agreement in respect of Block C8 dated 1 December 2014 to which Kosmos Energy Mauritania, BP Mauritania Investments Limited and La Société Mauritanienne de Hydrocarbures et de Patrimoine Minier are parties, as amended from time to time. Minimum Value means, at any time, the amount in dollars which is at that time [*****] per cent. ([*****]%) of the Loan at that time. Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in the calendar month in which that period is to end (if there is one) or on the immediately preceding Business Day (if there is not); (b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. The above rules will only apply to the last Month of any period. Mortgage means a first priority mortgage of the Vessel in the agreed form to be executed by the Borrower in favour of the Security Trustee. Mortgage Period means the period from the date on which the Mortgage is executed and registered until the date such Mortgage is released and discharged or, if earlier, the Total Loss Date. New Lender has the meaning given to that term in clause 33 (Changes to the Lenders). Normal Dayrate has the meaning given to that term in the LOA. Obligors means each of the Borrower, the Guarantor, the Operator and each Vessel Manager and Obligor means any one of them. Occupied Ukraine means non-government controlled areas of Ukraine, being (at present, but subject to change) the territories of Crimea (including Sevastopol), Donetsk, Luhansk, Zaporizhzhia and Kherson. OFAC means the Office of Foreign Assets Control of the US Department of Treasury. Operating Element has the meaning given to the term "OE" in the LOA. Operating Expenses means all operating expenses, taxes, capital expenditure, payments under the Project Documents (other than the Shareholder Loan Agreements), employee costs, insurance premiums and similar amounts payable by the Operator. 20 Operating Services Agreement means the operating services agreement dated 24 October 2019 and entered into by the Operator and the Original Vessel Manager relating to the provision of operating management services by the Original Vessel Manager for the Vessel. Operator means Golar MS Operator S.A.R.L., a Mauritania-incorporated company which is a wholly-owned Subsidiary of the Borrower. Operator Account means the Account designated as an Operator Account under clause 28 (Accounts). Operator's Undertaking means an undertaking by the Operator or any other operator of the Vessel issued to the Security Trustee in the agreed form pursuant to clause 23.4 (Borrower, Operator and Vessel Manager). Original Financial Statements means in relation to the Guarantor, the consolidated audited financial statements of that Guarantor for its Financial Year ended 31 December 2024. Original Jurisdiction means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor. Original Obligor means each party to this Agreement and the Original Security Documents (other than a Finance Party, Insurer or the Lessee). Original Security Documents means: (a) the Mortgage; (b) the General Assignment; (c) each Share Security Agreement; (d) any Reinsurances Security (if applicable); (e) the Account Security; (f) the Hedging Contract Security; (g) the Subordination Deed (if applicable); (h) the Operator's Undertaking; and (i) each Vessel Manager's Undertaking. Original Vessel Manager means Golar Management Ltd., a company incorporated in England and Wales with company number 04396172, having its registered office as of the date of this Agreement at 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, appointed as vessel manager by the Operator in accordance with the Operating Services Agreement. Owner Credit Support means the credit support provided by the Owner Credit Support Providers in favour of the Lessee in respect of the performance of the Borrower in its capacity as Owner under the LOA, as described in clause 19.2 (Owner Credit Support) of the LOA. Owner Credit Support Provider means each person providing Owner Credit Support.
21 Party means a party to this Agreement. Permitted Financial Indebtedness means any: (a) (until the Utilisation Date) Financial Indebtedness incurred pursuant to the Existing Facility Agreement; (b) Financial Indebtedness incurred under, or as expressly permitted by, the Finance Documents; (c) Financial Indebtedness in the form of Shareholder Loans; (d) Financial Indebtedness incurred in respect of any trade and/or sundry creditors which is not exceeding [*****] days; and (e) Financial Indebtedness under finance or capital leases of vehicles, plant, machinery equipment or computers, provided that the aggregate capital value of all such items so leased by the Borrower under outstanding leases does not exceed [*****] at any time. Permitted Location means the Site or any location required under the LOA Documents as the Facility Agent may approve on the instructions of all of the Lenders. Permitted Maritime Liens means, in relation to the Vessel: (a) unless a Potential Event of Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Vessel for an amount not exceeding the Major Casualty Amount; (b) any lien on the Vessel for master's, officer's or crew's wages outstanding in the ordinary course of its trading; (c) any lien on the Vessel for salvage; and (d) maritime liens and liens arising in the ordinary course of business by operation of law and securing obligations not more than [*****] days overdue. Permitted Security Interests means, in relation to the Vessel, any Security Interest over it which is: (a) (until the Utilisation Date) granted pursuant to the Existing Facility Agreement; or (b) granted by the Finance Documents; or (c) a Permitted Maritime Lien; or (d) approved by the Lenders. Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws. Potential Event of Default means an Event of Default or any event or circumstance specified in clause 31 (Events of Default) which would (with the expiry of a grace period, the giving of notice, 22 the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default. Prohibited Payment has the meaning given to such term in applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Project means the deployment of the Vessel in accordance with the LOA. Project Authorisation means all licences, permits, wayleaves, approvals, filings, registrations, exemptions, authorisations and consents (other than Environmental Licences) necessary to be obtained by the Borrower, and/or the Vessel Managers in connection with the Transaction Documents, the Project and all activities related to the Project to be carried out by the Borrower, and/or the Vessel Managers. Project Documents means the Shareholder Agreement, the LOA Documents, the Operating Services Agreement and any other document designated as such by the Facility Agent and the Borrower. Qualified ECP Guarantor means, in respect of any Swap Obligation, each Obligor that has total assets exceeding [*****] at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Quarterly Repayment Date means the First Repayment Date and each date falling at three (3) monthly intervals thereafter for 26 successive quarters. Quiet Enjoyment Agreement means the quiet enjoyment agreement dated 4 November 2019 and a Successor Mortgagee Accession Deed thereto (as defined therein), entered into or to be entered into between the Security Trustee, the Borrower as owner, the Operator and the Lessee. Quotation Day means, in relation to any period for which an interest rate is to be determined, two (2) US Government Securities Business Days before the first day of that period (unless market practice differs in the relevant syndicated loan market), in which case the Quotation Day shall be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days). Receivables means: (a) all Sale Proceeds; (b) any LOA Termination Payment payable under the LOA; (c) all Total Loss Proceeds; (d) the Lessee Purchase Option Price; and (e) Tax refunds and other taxes applicable to the Project. Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property appointed under any Security Document. 23 Recovered Amount has the meaning given to it in clause 40.1 (Payments to Finance Parties). Recoveries has the meaning given to it in clause 38.1 (Order of application). Recovering Finance Party has the meaning given to it in clause 40.1 (Payments to Finance Parties). Redistributed Amount has the meaning given to it in clause 40.4 (Reversal of redistribution). Reference Rate means, in relation to the Loan or any Unpaid Sum: (a) the applicable Term SOFR prior to 5:00pm (New York Time) on the Quotation Day and for a period equal in length to the Interest Period of the Loan or the relevant Unpaid Sum; or (b) as otherwise determined pursuant to clause 11.1 (Unavailability of Term SOFR), and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero. Reformed Basel III means the agreements contained in "Basel III: Finalising post-crisis reforms" published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated. Reformed Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Reformed Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) and includes a CRR3 Increased Cost and a UK Basel 3.1 Increased Cost. Reformed Basel III Regulation means any Applicable Law implementing Reformed Basel III (including CRR3 and UK Basel 3.1) save to the extent that it re-enacts a Basel II Regulation or a Basel III Regulation. Registry means such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the Vessel, the Borrower's title to the Vessel and the Mortgage under the laws of its Flag State, the Borrower's title to such Vessel and the relevant Mortgage under the laws of its Flag State. Reinsurances means any and all policies and contracts of reinsurance which are from time to time in place or taken out or entered into by or for the benefit of the insurers in relation to any of the Insurances or any renewals or substitutions therefor. Reinsurances Security means any first priority Security Interest over Insurance Proceeds (in respect of the Reinsurances and all benefits thereof including claims of whatsoever nature and return of premiums) executed by the Insurer(s) in favour of the Security Trustee in the agreed form. Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. Relevant Borrower Shareholding Percentage means: (a) in respect of the Golar Shareholder, seventy per cent. (70%); and 24 (b) in respect of the Keppel Shareholder, thirty per cent. (30%). Relevant Hedging Amount means, in respect of a Hedging Bank, an amount, which when aggregated with the amounts covered by all other Hedging Banks, will not exceed 100% of the Facility. Relevant Jurisdiction means, in relation to an Obligor: (a) its Original Jurisdiction; (b) any jurisdiction where any Charged Property owned by it is situated; (c) any jurisdiction where it conducts its business; and (d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it. Relevant Market means the market for overnight cash borrowing collateralised by US Government securities. Relevant Payment Percentage means: (a) in respect of the BP Lessee Credit Support Provider[*****]; and (b) in respect of the Kosmos Lessee Credit Support Provider, [*****]. Repayment Date means: (a) the First Repayment Date; (b) each Quarterly Repayment Date (other than the First Repayment Date and the Final Repayment Date); and (c) the Final Repayment Date. Repeating Representations means each of the representations set out in clauses 19.2 (Status) to 19.8 (Information) (inclusive), 19.10 (Pari passu ranking), 19.11 (Ranking and effectiveness of security) and 19.17 (No Potential Event of Default). Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. Requisition Compensation means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Vessel. Resolution Authority means any body which has authority to exercise any Write- down and Conversion Powers. Restricted Party means a person that is: (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) not a natural person and is located or resident in, incorporated or organised under the laws of, or owned or (directly or indirectly) controlled by a person located in, organised under the laws of or acting on behalf of a government of a country or territory that is the target of
25 country-wide or territory-wide Sanctions (including at the date of this Agreement, Cuba, Iran, North Korea, Syria and Sudan); or (c) otherwise a target of Sanctions (target of Sanctions signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by Sanctions from engaging in trade, business or other activities). Saint Louis Offshore Profond Block Owners means the persons who hold a participating interest in the Senegal Joint Operating Agreement from time to time. Sale Proceeds means, in respect of the Vessel, the total proceeds of any sale of the Vessel by the Borrower after the date of this Agreement, including the Lessee Purchase Option Price received by the Borrower (or the Security Trustee) or on its behalf and, if the Vessel is sold in a currency other than dollars, the sales proceeds shall be the amount of dollars which the Borrower is able to purchase with the other currency at a market rate of exchange on the day of receipt of such other currency. Sanctioned Country means any country or territory or government which is the subject to country-wide or territory-wide Sanctions, which as at the date hereof is the Islamic Republic of Iran, the Democratic People's Republic of Korea, Crimea, Cuba, the Syrian Arab Republic, Occupied Ukraine,and the Republic of Sudan. Sanctions means any trade, economic or financial sanctions laws (including “secondary” or “extraterritorial” sanctions), regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) the United States; (b) the Security Counsel of the United Nations; (c) the Republic of Singapore; (d) the European Union (or any of its current member states); (e) the United Kingdom; (f) Hong Kong; (g) any country in which any Obligor is resident, incorporated or has a place of business; or (h) the governments and official institutions and agencies of any of paragraphs (a) to (g) above, including, without limitation, OFAC, the United States Department of State and HMT (together, the Sanctions Authorities). Sanctions Authority has the meaning given to that term in the definition of Sanctions. Sanctions List means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, any list maintained by OFAC within its “Consolidated Sanctions List, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, any Sanctions Authority, each as amended, supplemented or substituted from time to time. Second Currency has the meaning given to it in clause 15.1(a) (Currency indemnity). 26 Secured Obligations means all indebtedness and obligations at any time of any Obligor to any Finance Party (whether for its own account or as agent or trustee for itself and/or other Finance Parties) under, or related to, the Finance Documents, excluding any Excluded Swap Obligation. Secured Property means: (a) the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Finance Parties and all proceeds of that Transaction Security; (b) all obligations expressed to be undertaken by any Obligor to pay amounts in respect of the Secured Obligations to the Security Trustee as trustee for the Finance Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor in favour of the Security Trustee as trustee for the Finance Parties; and (c) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Finance Parties. Security Documents means: (a) the Original Security Documents; and (b) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document. Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect. Security Trustee includes any person as may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointed under clause 36.7 (Additional trustees). Security Value means, at any time until the Vessel (as applicable) has become a Total Loss, the amount in dollars which, at that time, is the aggregate of (a) the Fair Market Value of the Vessel (or, if less, the maximum amount capable of being secured by the Mortgage) and (b) the value of any additional security then held by the Security Trustee provided under clause 26 (Minimum security value), in each case as most recently determined in accordance with this Agreement. Senegal Joint Operating Agreement means the joint operating agreement in respect of Saint Louis Offshore Profond Block dated 26 September 2012 between Kosmos Energy Investments Senegal Limited, BP Senegal Investments Limited and La Société des Pétroles Sénégal, as amended from time to time. Share Capital means, with respect to the Borrower, any and all capital stock of any class, shares of any class, interests, quotas, participations or ownership interests or rights in or other equivalents of any kind (however designated, whether voting or nonvoting, ordinary or preferred) in the equity or capital of the Borrower, now or hereafter outstanding, and any and all rights, warrants, options, subscription bonus or other rights to purchase, subscribe for or acquire title to any of the foregoing. 27 Share Security Agreement means each share pledge constituting a first Security Interest by the Shareholders in favour of the Security Trustee in the agreed form in respect of all of the shares in the Borrower. Shareholder Agreement means the shareholder agreement entitled the Shareholders' Deed between the Shareholders and the Borrower dated 16 April 2019 governing the rights and obligations of the Shareholders in relation to their respective shareholdings in the Borrower. Shareholder Loan Agreement means any shareholder loan agreement made or to be made between a Shareholder and the Borrower for the provision of a Shareholder Loan. Shareholder Loans means an unsecured loan made by a Shareholder to the Borrower pursuant to a Shareholder Loan Agreement that is subordinated to the Secured Obligations pursuant to a Subordination Deed. Shareholders means the Golar Shareholder and the Keppel Shareholder (and Shareholder means either of them). Sharing Finance Parties has the meaning given to it in clause 40.2 (Redistribution of payments). Sharing Payment has the meaning given to it in clause 40.1(c) (Payments to Finance Parties). Site means the location of the LNG Hub Facilities (as defined in the LOA), located in approximately 33 metres water depth and 10 km from the shoreline, at a distance of 177 km from Dakar and 222 km from Port of Nouakchott. SOFR means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). Spill means any actual or threatened spill, release or discharge of a Pollutant into the environment. Subordination Deed means any deed of subordination in the agreed form executed or, as the context may require, to be executed by the Shareholders, the Borrower and the Operator in favour of the Security Trustee in relation to the assignment of each of their rights, title and interest in the Shareholder Loan Agreements to which it is a party and intercompany receivables and the subordination of the Shareholder Loan Agreements to which it is a party and intercompany receivables to the rights of the Lenders under this Agreement. Subsidiary of a person means any other person: (a) directly or indirectly controlled by such person; or (b) of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than 50 per cent. (50%) and a person is a wholly-owned Subsidiary of another person if it has no members except that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf of that other person or its wholly-owned Subsidiaries. Sum has the meaning given to it in clause 15.1(a) (Currency indemnity). 28 Swap Obligation means, with respect to the Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 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). Termination Date means the earliest to occur of: (a) the Total Loss Date; (b) the date stipulated by the Facility Agent in any notice issued pursuant to clause 31.27 (Acceleration) or, where such notice declares the Loan to be repayable on demand, the date of that notice; (c) the date on which the Total Commitments are reduced to zero pursuant to clause 7.5 (Right of cancellation and prepayment in relation to a single Lender); (d) the date on which the Borrower is required to make prepayment of the Loan pursuant to clause 7 (Illegality, prepayment and cancellation); or (e) any other date on which the Borrower is obliged to prepay the Loan (or any part thereof) pursuant to the provisions of this Agreement (other than with respect to clauses 7.1 (Illegality), 7.4 (Voluntary Prepayment) and 7.5 (Right of cancellation and prepayment in relation to a single Lender)). Term SOFR means the Term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate). Total Balloon Amount means $675,000,000, as may be reduced in accordance with this Agreement. Total Commitments means the aggregate of the Commitments, being $1,200,000,000 at the date of this Agreement. Total Loss means, in relation to the Vessel, its: (a) actual, constructive, compromised or arranged total loss; or (b) permanent requisition for title, confiscation, expropriation, nationalisation, seizure or other compulsory acquisition by a government entity; or (c) hijacking, theft, condemnation, capture, seizure, arrest or detention for more than [*****]. Total Loss Date means, in relation to the Total Loss of the Vessel (as applicable): (a) in the case of an actual Total Loss, the date falling [*****] after it happened or, if such date is not known, the date falling [*****] after the date on which the Vessel was last reported; (b) in the case of a constructive, compromised, agreed or arranged Total Loss, the earliest of the dates falling [*****] after:
29 (i) the date notice of abandonment of the Vessel is given to its insurers by or on behalf of the Borrower; or (ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or (iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of the Vessel; (c) in the case of a permanent requisition for title, confiscation or compulsory acquisition, the date falling [*****] after it happened; and (d) in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date [*****] after the date upon which it happened. Total Loss Proceeds means the proceeds of any policy or contract of insurance or reinsurance arising in respect of any Total Loss or any Requisition Compensation received in respect of a Compulsory Acquisition. Total Loss Repayment Date means, where the Vessel has become a Total Loss, the earlier of: (a) the date [*****] after its Total Loss Date; and (b) the date upon which insurance proceeds and Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity. Transaction Document means: (a) each of the Finance Documents; and (b) each LOA Document. Transaction Security means the Security Interests created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents. Transfer Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower. Transfer Date means, in relation to a transfer pursuant to a Transfer Certificate, the later of: (a) the proposed Transfer Date specified in the Transfer Certificate; and (b) the date on which the Facility Agent executes the Transfer Certificate. Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price. UK Bail-In Legislation means 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). UK Basel 3.1 means any Applicable Law of the United Kingdom implementing Reformed Basel III. 30 UK Basel 3.1 Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with UK Basel 3.1 (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). Underlying Documents means: (a) the UUOA; (b) the Senegal Joint Operating Agreement; and (c) the Mauritania Joint Operating Agreement. 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 Government Securities Business Day means any day other than: (a) a Saturday or a Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. US Tax Obligor means: (a) a Borrower 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. Utilisation means the making of the Loan. Utilisation Date means the date on which the Utilisation is to be made. Utilisation Request means a notice substantially in the form set out in Schedule 4 (Utilisation Request). UUOA means the unitisation and unit operating agreement to be entered into between the Block C8 Owners and Saint Louis Offshore Profond Block Owners for the development and exploitation of the GTA. Vessel means the "FLNG Facility" as defined and referred to in the LOA, as further described in Schedule 2 (Vessel Information), registered with the Flag State in the name of the Borrower and includes everything now or in the future belonging to her on board and ashore, including any share and interest in it and its engines, machinery, boats, tackle, outfit, pumps, tools, cranes, equipment, spare gear, belongings and appurtenances which are or become the property of the Borrower and, where the context permits, Vessel shall include the manuals and technical records. 31 Vessel Manager means: (a) the Operator; (b) the Original Vessel Manager; (c) Golar Management AS; and (d) any other entity appointed by the Operator as a manager of the Vessel with the prior written consent of the Majority Lenders and the Lessee. Vessel Manager's Undertaking means an undertaking by each Vessel Manager (other than the Operator) issued to the Security Trustee in the agreed form pursuant to clause 23.4 (Borrower, Operator and Vessel Manager). Website Lenders has the meaning given to it in clause 20.10 (Use of websites). Work Programme and Budget has the meaning given to that term in the LOA. 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, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that Bail-In Legislation; and (c) in relation to any UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail- In Legislation that are related to or ancillary to any of those powers. 32 1.2 Construction (a) Unless a contrary indication appears, a reference in any of the Finance Documents to: (i) Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules; (ii) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally; (iii) words importing the plural shall include the singular and vice versa; (iv) a time of day is to Hong Kong time; (v) any person includes its successors in title, permitted assignees or transferees; (vi) the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the directors and officers of such Obligor, having made due and careful enquiry; (vii) a document in agreed form means: (A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form; (B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Facility Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower or, if not so agreed or approved, is in the form specified by the Facility Agent; (viii) approved by the Majority Lenders or approved by the Lenders means approved in writing by the Facility Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Facility Agent (on such conditions as the Facility Agent may impose) and approval and approve shall be construed accordingly; (ix) assets includes present and future properties, revenues and rights of every description; (x) the words include, includes and including mean without limitation; (xi) charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract; (xii) control of an entity means: (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
33 (1) cast, or control the casting of, more than 50 per cent. (50%) of the maximum number of votes that might be cast at a general meeting of that entity; or (2) appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or (3) give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or (B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital), and controlled shall be construed accordingly; (xiii) the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one (1) transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest; (xiv) the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11:00 am on the date the calculation falls to be made for spot delivery, as conclusively determined by the Facility Agent (with the relevant exchange rate of any such purchase being the Facility Agent's spot rate of exchange); (xv) a government entity means any government, state or agency of a state; (xvi) a group of Lenders or a group of Finance Parties includes all the Lenders or (as the case may be) all the Finance Parties; (xvii) a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness; (xviii) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (xix) an obligation means any duty, obligation or liability of any kind; 34 (xx) something being in the ordinary course of business of a person means something that is in the ordinary course of that person's current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents); (xxi) pay or repay in clause 29 (Business restrictions) includes by way of set-off, combination of accounts or otherwise; (xxii) a person includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (xxiii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation or any law or regulation which implements Reformed Basel III, in each case which is applicable to that Lender; (xxiv) right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity; (xxv) trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law; (xxvi) (i) the liquidation, winding up, dissolution, or administration of a person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrence of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and (xxvii) a provision of law is a reference to that provision as amended or re-enacted. (b) The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement. (c) Where in this Agreement a provision includes a monetary reference level in one (1) currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies. (d) Section, clause and Schedule headings are for ease of reference only. (e) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. 35 (f) A Potential Event of Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived or remedied prior to the issuance by the Facility Agent of a notice under clause 31.27 (Acceleration) in respect of such Event of Default. 1.3 Currency symbols and definitions $ and dollars denote the lawful currency of the United States of America. 1.4 Third party rights (a) Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party, another Indemnified Person or the Documentation Bank, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of the relevant Finance Document. (b) Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement). (c) An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine. 1.5 Finance Documents Where any other Finance Document provides that this clause 1.5 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes. 1.6 Conflict of documents The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail. 36 Section 2 The Facility 2 The Facility 2.1 The Facility Subject to the terms of this Agreement, the Lenders make available to the Borrower a senior secured term loan facility in an aggregate amount equal to the Total Commitments. 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 the 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 Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor. (c) A Finance Party may, except as specifically provided for in the Finance Documents (including clause 37.4 (Enforcement through the Security Trustee only)), separately enforce its rights under or in connection with the Finance Documents. 3 Purpose 3.1 Purpose The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause 3. 3.2 Use The Total Commitments shall be made available solely for the purpose of refinancing the Existing Facility (including by disbursement to the Existing Agent) and thereafter for general corporate purposes. 3.3 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
37 4 Conditions of Utilisation 4.1 Conditions precedent to the issuance of the Utilisation Request The Borrower may not deliver the Utilisation Request unless five (5) Business Days prior to the proposed Utilisation Date, the Facility Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 1 (Conditions precedent to Utilisation Request) of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. 4.2 Conditions precedent to making available the Loan The Commitments (and the Loan) shall only become available for borrowing under this Agreement if the Facility Agent, or its duly authorised representative, has received all of the documents and other evidence listed in Part 2 (Conditions precedent to making available the Loan) of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. 4.3 Further conditions precedent The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if: (a) on the date of the Utilisation Request and on the proposed Utilisation Date, no Potential Event of Default is continuing or would result from the proposed Utilisation; and (b) on the date of the Utilisation Request and on the proposed Utilisation Date, all of the Repeating Representations are true. 4.4 Notice of satisfaction of conditions The Facility Agent shall notify the Lenders and the Borrower promptly after receipt by it of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it. 4.5 Waiver of conditions precedent The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Facility Agent acting on the instructions of the Lenders. 38 Section 3 Utilisation 5 Utilisation 5.1 Delivery of the Utilisation Request The Borrower may utilise the Facility by delivery to the Facility Agent via email to loansAgency.HK@sc.com (or any email address to be designated by the Facility Agent) of a duly completed Utilisation Request not later than 11:00 am five (5) Business Days before the proposed Utilisation Date. The Borrower may only issue one Utilisation Request. 5.2 Completion of the Utilisation Request The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a) the proposed Utilisation Date is a Business Day falling on or before the Last Availability Date; (b) the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount); (c) the proposed Interest Period complies with clause 10 (Interest Periods); and (d) it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose). 5.3 Currency and amount (a) The currency specified in the Utilisation Request must be in dollars. (b) The amount of the Loan does not exceed the lesser of: (i) [*****] of the Fair Market Value; and (ii) the Total Commitments. 5.4 Lenders' participation (a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office. (b) The amount of each Lender's participation in the Loan will be equal to the proportion borne by its undrawn Commitment to the undrawn Total Commitments immediately prior to making the Loan available. (c) The Facility Agent shall promptly notify each Lender of the amount of the Advance and the amount of its participation in the Advance, in each case by 11:00 am three (3) Business Days prior to the proposed Utilisation Date. (d) The Facility Agent shall pay all amounts received by it in respect of the Loan (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the Utilisation Request. 39 Section 4 Repayment, prepayment and cancellation 6 Repayment 6.1 Repayment The Borrower shall on each Repayment Date repay such part of the Loan as is required to be repaid on that Repayment Date by clause 6.2 (Scheduled repayment of Facility). 6.2 Scheduled repayment of Facility (a) To the extent not previously reduced, the Loan shall be repaid by instalments on each Repayment Date by the amount specified in Schedule 7 (Indicative Amortisation Schedule) (as revised by clause 6.3 (Adjustment of scheduled repayments)). (b) On the Final Repayment Date (without prejudice to any other provision of this Agreement), the Loan shall be repaid in full. 6.3 Adjustment of scheduled repayments If the Total Commitments have been partially reduced under this Agreement and/or any part of the Loan is prepaid (other than under clause 6.2 (Scheduled repayment of Facility)) before any Repayment Date then such reduction and prepayment shall be treated as reducing the amount of the instalments by which the Loan shall be repaid under clause 6.2 on any such Repayment Date and the Total Balloon Amount (as reduced by any earlier operation of this clause 6.3) in inverse chronological order by its aggregate amount. 7 Illegality, Prepayment and Cancellation 7.1 Illegality If after the date of this Agreement (or in the case of any Lender which becomes a Party after the date of this Agreement, after the date that such Lender becomes a Party) it becomes unlawful or contrary to Sanctions in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan or a Lender is otherwise unable to perform any of its obligations as contemplated by the Finance Documents or to fund or maintain its participation in the Loan or to receive and fully use any repayment of principal or interest under the Loan as a result of, or due to any potential breach of, any Sanctions or it becomes unlawful for any Affiliate of a Lender for that Lender to do so: (a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event; (b) upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (c) to the extent that the Lender's participation has not been assigned pursuant to clause 47.8 (Replacement of a Defaulting Lender), the Borrower shall repay that Lender's participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation repaid. 40 7.2 Change of control and delisting (a) The Borrower shall promptly notify the Facility Agent upon any Obligor becoming aware of a Change of Control. (b) If a Change of Control occurs, (i) a Lender shall not be obliged to fund the Utilisation; and (ii) unless such Change of Control is waived by all of the Lenders, the Facility Agent shall notify the Borrower that: (A) the Total Commitments shall be immediately cancelled; and (B) the Loan, together with accrued interest, and all other amounts accrued and owing to such Lender under the Finance Documents are due and payable on the date specified in such notice (which must be a date not less than [*****] after the date of such notice). (c) Where the Guarantor is Golar LNG Limited or a Guarantor is otherwise listed on NASDAQ (or any other reputable stock exchange approved by the Lenders), if the Guarantor ceases to be listed on NASDAQ (or any other reputable stock exchange approved by the Lenders), the Facility Agent shall cancel the Total Commitments and the Borrower shall prepay the Loan in full together with any other amounts owing under this Agreement or any of the other Finance Documents, on or prior to the date which is [*****] after the date on which the Guarantor ceased to be so listed. 7.3 Voluntary cancellation The Borrower may, if it gives the Facility Agent not less than three (3) Business Days' prior notice, cancel the whole or any part being a minimum amount of $5,000,000 and a multiple of $5,000,000 of the Facility. 7.4 Voluntary prepayment The Borrower may, if it gives the Facility Agent not less than three (3) Business Days' prior notice, prepay the whole or any part of the Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of $5,000,000 and is a multiple of $5,000,000), on the last day of an Interest Period in respect of the amount to be prepaid. 7.5 Right of cancellation and prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under clause 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Borrower under clause 13.3 (Tax indemnity) or clause 14.1 (Increased costs), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.
41 (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan together with all interest and other amounts accrued under the Finance Documents which are then owing to it but, if such repayment is made on the last day of an Interest Period, exclusive of any Break Costs. (d) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent five (5) Business Days' notice of cancellation of the undrawn Commitment of that Lender. (e) On such notice becoming effective, the undrawn Commitment of the Defaulting Lender shall immediately be reduced to zero and the Facility Agent shall as soon as practicable after receipt of such notice, notify all the Lenders. 7.6 Total Loss On the Total Loss Repayment Date: (a) the Total Commitments will be reduced to zero; and (b) the Borrower shall prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full. 7.7 Sale of Vessel If at any time the Vessel is sold by or on behalf of the Borrower (including to the Lessee following the exercise of the Lessee Purchase Option), the Borrower shall immediately upon the sale of the Vessel prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full, whereupon the Total Commitments shall be reduced to zero. 7.8 LOA and Lessee Credit Support (a) If: (i) the Lessee breaches clause 31 (Business Principles) of the LOA; (ii) if the Vessel is requisitioned, expropriated, confiscated, nationalised or seized by either or both of the States (as defined in the LOA); (iii) the LOA is for any reason and by any method terminated, repudiated or rescinded or otherwise ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder); (iv) any Lessee Credit Support is for any reason and by any method terminated, repudiated or rescinded or otherwise ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder) and such failure persists for a period of [*****]; (v) the Borrower consents to a change, release or waiver of a Lessee Credit Support Provider or any of its obligations under the Lessee Credit Support to which it is a 42 party without first obtaining the prior written consent from the Lenders in respect of such change, release or waiver; (vi) an Insolvency Event (as defined in the LOA) occurs in respect of a Lessee Credit Support Provider; (vii) there is any release or reduction of any Lessee Credit Support without the prior written consent of the Facility Agent (acting on the instructions of all of the Lenders) as a result of any assignment or novation of the LOA by the Lessee pursuant to clause 27.1 (Requirement for Consent), 27.3 (Assignment by Lessee) or 27.4 (Novation) of the LOA; (viii) any Lessee Credit Support Provider fails to meet its payment obligations under its respective Lessee Credit Support as and when such payment obligations fall due, unless: (A) the Lessee Credit Support Provider and the Borrower are disputing in good faith whether the Lessee Credit Support Provider is contractually obliged to make the payment in question (a Payment Dispute); (B) the Borrower has promptly (and in any event within five (5) Business Days) notified the Facility Agent of the Payment Dispute; and (C) the amount of the payment subject to the Payment Dispute does not exceed [*****]; or (ix) the LOA Termination Payment is made or is payable, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date of such notice, cancel the Total Commitments. The Borrower shall, on the date falling [*****] after the date such cancellation provided for in paragraph (a) above takes effect (or, if earlier, on the date the LOA Termination Payment is paid), prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents in full, whereupon the Total Commitments shall be reduced to zero. 7.9 Sanctions and the EU Blocking Regulation If a Lender is in breach of any Sanctions in relation to this Facility applicable to it, the consequence of which is that all of the Lenders are required to withdraw their funding and all other obligations under this Agreement, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments always provided that, (in its discretion) if the affected Lender's breach can be dealt with by cancellation of the affected Lender's undrawn Commitment, only the affected Lender's undrawn Commitment will be cancelled. The Borrower shall on the date falling [*****] after the date such cancellation takes effect prepay the Loan or, if only the affected Lender's undrawn Commitment is cancelled, only such affected Lender's participation in the Loan, together with accrued interest on such amount prepaid, and all other amounts accrued under the Finance Documents in full or, in the case of only the affected Lender's undrawn Commitment being cancelled, only such Lender's proportion of such amounts whereupon the Total Commitments or the affected Lender's undrawn Commitment (as relevant) shall be reduced to zero. (a) Any provision of the Finance Documents concerning Sanctions shall, if specified in writing by a Finance Party to the Agent, not apply to or operate in favour of any Finance Party if 43 and to the extent that it would breach any provision of Council Regulation (EC) No 2271/96 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 section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung). 7.10 Automatic cancellation Any part of the Total Commitments which have not been utilised by the Last Availability Date shall be automatically cancelled at close of business in Hong Kong on the Last Availability Date. 8 Restrictions 8.1 Notices of cancellation and prepayment Any notice of cancellation or prepayment given by any Party under clause 7 (Illegality, prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. 8.2 Interest and other amounts 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. 8.3 No reborrowing The Borrower may not re-borrow any part of the Facility which is prepaid or repaid. 8.4 Prepayment in accordance with Agreement The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. 8.5 No reinstatement of Commitments No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. 8.6 Facility Agent's receipt of notices If the Facility Agent receives a notice under clause 7 (Illegality, prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. 8.7 Effect of repayment and prepayment on Commitments If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment equal to the amount of the participation which is repaid or prepaid will be deemed to be cancelled on the date of repayment or prepayment. 8.8 Application of cancellations If the Total Commitments are partially reduced and/or the Loan partially prepaid under this Agreement (other than under clause 7.1 (Illegality) and clause 7.5 (Right of cancellation and 44 prepayment in relation to a single Lender)), the Commitments of the Lenders shall be reduced rateably. 8.9 Application of prepayments (a) Any prepayment required as a result of a cancellation in full of an individual Lender's Commitment under clause 7.1 (Illegality) or clause 7.5 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender's participation in the Loan. (b) Any other prepayment shall be applied pro rata to each Lender's participation in the Loan and against the outstanding repayment instalments (including the Total Balloon Amount) in inverse order of maturity. 8.10 Reduction in hedging exposure on prepayment Any prepayment under this Agreement shall be made together with payment on the same date to any Hedging Bank of any amount falling due to the relevant Hedging Bank under a Hedging Agreement as a result of the termination or close out of that Hedging Agreement or any Hedging Transaction under it in accordance with clause 30.3 (Unwinding of Hedging Agreements) in relation to that prepayment.
45 Section 5 Costs of utilisation 9 Interest 9.1 Calculation of interest The rate of interest on the Loan (or any relevant part of it for which there is a separate Interest Period) for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) Reference Rate for the relevant Interest Period. 9.2 Payment of interest The Borrower shall pay accrued interest on the Loan (or any relevant part of it) (an Interest Payment Date) on the last day of each Interest Period (and, if an Interest Period is longer than three (3) Months, on the dates falling at three (3) Monthly intervals after the first day of that Interest Period). 9.3 Default interest If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) to a Finance Party on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is [*****] per cent. ([*****]%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). (a) Any interest accruing under this clause 9.3 shall be immediately payable by the Obligor on demand by the Facility Agent. (b) If any overdue amount consists of all or part of the Loan (or any relevant part of it) which became due on a day which was not the last day of an Interest Period relating to the Loan or the relevant part of it: (i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or the relevant part of it; and (ii) the rate of interest applying to the overdue amount during that first Interest Period shall be [*****] per cent. ([*****]%) per annum higher than the rate which would have applied if the overdue amount had not become due. (c) Default interest payable under this clause 9.3 (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable. 46 9.4 Notification of rates of interest (a) The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement. (b) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan (or any relevant part of it). 10 Interest Periods 10.1 Selection of Interest Periods (a) Each Interest Period shall be three (3) Months. (b) No Interest Period shall extend beyond the Final Repayment Date. 10.2 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 11 Changes to the Calculation of Interest 11.1 Unavailability of Term SOFR (a) If no Term SOFR is available for an Interest Period of the Loan, the applicable Reference Rate for the Loan shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan. (b) If paragraph (a) above applies but no Term SOFR is available for that Interest Period of the Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for a period equal in length to the Interest Period of the Loan. (c) If paragraph (b) above applies but it is not possible to calculate the Historic Term SOFR for the Loan, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan. (d) If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan, there shall be no Reference Rate for that Interest Period of the Loan and clause 11.3 (Cost of funds) shall apply to the Loan for that Interest Period. 11.2 Market disruption If before close of business in Hong Kong on the Quotation Day for an Interest Period the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed [*****]of the Loan) that the cost to it of funding its participation in the Loan from whatever source it may reasonably select would be in excess of the Reference Rate then clause 11.3 (Cost of funds) shall apply to the Loan for the relevant Interest Period. 47 11.3 Cost of funds (a) If this clause 11.3 applies to the Loan for an Interest Period, the rate of interest on each Lender's share of the Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin; and (ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event no later than the earlier of: (A) [*****] Business Days after the first day of that Interest Period; (B) [*****] Business Days following the Quotation Day for that Interest Period; and (C) [*****] Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan from whatever source it may reasonably select. (b) If this clause 11.3 applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than [*****]) with a view to agreeing a substitute basis for determining the rate of interest. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties. (d) If this clause 11.3 applies pursuant to clause 11.2 (Market disruption) and: (i) a Lender's Funding Rate is less than the Reference Rate; or (ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above, the cost to that Lender of funding its participation in the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Reference Rate. 11.4 Break Costs (a) The Borrower shall, within [xxx] Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. 48 12 Fees 12.1 Arrangement fee The Borrower shall pay to the Facility Agent (for distribution among the Mandated Lead Arrangers) an arrangement fee in the amount and at the times agreed in a Fee Letter. 12.2 Facility agency fee The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. 12.3 Security Trustee fee The Borrower shall pay to the Facility Agent (for the account of the Security Trustee) a security trustee fee in the amount and at the times agreed in a Fee Letter. 12.4 Documentation Bank fee The Borrower shall pay to the Documentation Bank (for its own account) a documentation fee in the amount and at the times agreed in a Fee Letter or otherwise.
49 Section 6 Additional payment obligations 13 Tax Gross-Up and Indemnities 13.1 Definitions (a) In this Agreement: Protected Party means a Finance Party or, in relation to clause 15.4 (Indemnity concerning security) and clause 15.9 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 15.4 (Indemnity concerning security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. Tax Credit means a credit against, relief or remission for, or repayment of any Tax. Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Hedging Agreement) other than a FATCA Deduction. Tax Payment means either the increase in a payment made by the Borrower to a Finance Party under clause 13.2 (Tax gross-up) or a payment under clause 13.3 (Tax indemnity). (b) Unless a contrary indication appears, in this clause 13 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination. 13.2 Tax gross-up (a) Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Borrower 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 Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower 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 under the relevant Finance Document 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) 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. (e) 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 Facility Agent for the Finance Party entitled to the payment evidence reasonably 50 satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 13.3 Tax indemnity (a) The Borrower shall (within five (5) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party has been notified will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost: (A) is compensated for by an increased payment under clause 13.2 (Tax gross- up); (B) would have been compensated for by an increased payment under clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in clause 13.2(d) (Tax gross-up) applied; or (C) relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party. (c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower. (d) A Protected Party shall, on receiving a payment from an Obligor under this clause 13.3, notify the Facility Agent. (e) If an Obligor makes a Tax Payment and the relevant Protected Party has been notified that: (i) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax payment or to a Tax Deduction in consequence of which that Tax payment was received; and (ii) that Protected Party has obtained and utilised that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Protected Party has been notified will leave it (after that payment) in the same after-Tax position as it 51 would have been in had the Tax payment not been required to be made by the Obligor. 13.4 Indemnities on after Tax basis (a) If and to the extent that any sum payable to any Protected Party by the Borrower under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be reasonably evidenced to be required to make up the relevant deficit. (b) If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the Borrower shall pay to that Protected Party such sum (the Compensating Sum) as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall be reasonably evidenced to reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity Sum. (c) For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax. 13.5 Stamp taxes The Borrower shall pay and, within [*****] of demand, indemnify each Finance Party against any reasonably documented cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document. 13.6 Indirect Tax (a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document and the Finance Party is required to account for that Indirect Tax, that party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax. (b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax. 13.7 FATCA Information (a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party: 52 (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality (d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or
53 (B) any withholding statement or other document, Authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (f) The Facility Agent shall provide any withholding certificate, withholding statement, document, Authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower. (g) If any withholding certificate, withholding statement, document, Authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, Authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, Authorisation or waiver to the Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, Authorisation or waiver it receives from a Lender pursuant to paragraphs (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above. 13.8 FATCA Deduction (a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. (b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Facility Agent, and the Facility Agent shall notify the other Finance Parties. 14 Increased Costs 14.1 Increased costs Subject to clause 14.3 (Exceptions), the Borrower shall, within [*****] of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which: (i) arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement; and/or (iii) is a Reformed Basel III Increased Cost. 54 (b) In this Agreement Increased Costs means: (i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital; (ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document. 14.2 Increased cost claims (a) A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower. (b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs. 14.3 Exceptions (a) Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is: (i) attributable to a Tax Deduction required by law to be made by an Obligor; (ii) attributable to a FATCA Deduction required to be made by a Party; (iii) compensated for by clause 13.3 (Tax indemnity) (or would have been compensated for under clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 13.3(b) (Tax indemnity) applied); (iv) attributable to the wilful or grossly negligent breach by the relevant Finance Party or its Affiliates of any law or regulation; (v) a Basel II Increased Cost (unless such Increased Cost is also the consequence of the introduction of, or any change in, or in the interpretation, administration or application of, any Applicable Law after the date of this Agreement which is not a Basel II Regulation); or (vi) a Basel III Increased Cost (unless such Increased Cost is also the consequence of the introduction of, or any change in, or in the interpretation, administration or application of, any Applicable Law after the date of this Agreement which is not a Basel II Regulation or a Basel III Regulation). (b) In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the term in clause 13.1 (Definitions). 55 15 Other Indemnities 15.1 Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of: (i) making or filing a claim or proof against that Obligor; and/or (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall, as an independent obligation, within [*****] of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum. (b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable. 15.2 Other indemnities The Borrower shall (or shall procure that another Obligor will), within [*****] of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including, without limitation, any and all Losses arising as a result of clause 40 (Sharing among the Finance Parties); (c) funding, or making arrangements to fund, its participation in the Utilisation requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or (e) any governmental authority enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor with respect to the transactions contemplated or financed under this Agreement. 56 15.3 Indemnity to the Facility Agent and the Security Trustee The Borrower shall promptly indemnify the Facility Agent and the Security Trustee against: (a) any and all Losses (together with any applicable Indirect Taxes) incurred by the Facility Agent or the Security Trustee (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Potential Event of Default; (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors, or other professional advisers or experts as permitted under the Finance Documents or desirable; or (iv) any action taken by the Facility Agent, the Security Trustee or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents, and (b) any and all Losses (including, without limitation, in respect of liability for negligence or any other category of liability whatsoever) (together with any applicable Indirect Taxes) incurred by the Facility Agent, the Security Trustee (otherwise than by reason of the Facility Agent's or the Security Trustee's gross negligence, fraud or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 41.11 (Disruption to payment systems etc.) notwithstanding the Facility Agent's or the Security Trustee's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent or the Security Trustee under the Finance Documents). 15.4 Indemnity concerning security (a) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Indemnified Person against any and all Losses (together with any applicable Indirect Taxes) incurred by it as a result of: (i) any failure by the Borrower to comply with its obligations under clause 18 (Costs and expenses) or any similar provision in any other Finance Document; (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) the taking, holding, protection or enforcement of the Transaction Security; (iv) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Trustee and/or any other Finance Party and each Receiver and each Delegate by the Finance Documents or by law (otherwise, in each case, than by reason of the relevant Security Trustee's and/or other Finance Party's, Receiver's or Delegate's gross negligence or wilful misconduct); (v) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
57 (vi) any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent it is caused by the gross negligence or wilful misconduct of that Indemnified Person); (vii) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or (viii) (in the case of the Security Trustee and/or any other Finance Party, any Receiver and any Delegate) acting as Security Trustee and/or as holder of any of the Transaction Security, Receiver or Delegate under the Finance Documents or which otherwise relates to the Charged Property (otherwise, in each case, than by reason of the relevant Security Trustee's and/or other Finance Party's, Receiver's or Delegate's gross negligence or wilful misconduct). (b) The Security Trustee may, in priority to any payment to the other Finance Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it. 15.5 General Operating Indemnity Until all Secured Obligations (excepting the indemnity obligations arising solely under this clause 15.5 after repayment of all other Secured Obligations) have been repaid in full, the Borrower hereby agrees at all times to pay promptly or, as the case may be, indemnify each Indemnified Person against all Losses directly or indirectly incurred by it: (a) as a result of a Finance Party exercising its rights under and in accordance with the Finance Documents: (i) to maintain value, to operate, possess or dispose of the Vessel (at its current location or elsewhere); and (ii) in ensuring or procuring performance of the obligations of an Obligor under the Project Documents (or any of them), whether or not Losses may be attributable to any defect in the Vessel (or any part thereof) or to the design, construction or use thereof or from any maintenance, service, repair, overhaul, inspection or to any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise (whether prior to, during or after termination of this Agreement) and whether or not the Vessel is in the possession or control of the Borrower, the Operator or any other Vessel Manager or any other Obligor, and where such actions shall be carried out by or on behalf of the Finance Parties with due regard for the mitigation of any Losses, in observance of the terms of the Transaction Documents (where relevant) and as to the standard of a prudent operator; and/or (b) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, requisition, impounding, forfeiture or detention of the Vessel (or any part thereof) or in securing or attempting to secure the release of the Vessel (or any part thereof) in accordance with the Finance Documents. 58 15.6 Environmental Indemnity Without prejudice to the provisions of clause 15.5 (General Operating Indemnity), the Borrower shall indemnify the Indemnified Persons and each of them on demand and hold the Indemnified Persons and each of them harmless from and against all Losses which may be suffered, incurred or paid by, or made or asserted against the Indemnified Persons or any of them at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Environmental Claim in respect of any Obligor or the Vessel (whilst owned and operated by the Borrower, the Operator or any other Obligor) made or asserted against the Indemnified Persons or any of them if such Environmental Claim would not have been, or been capable of being, made or asserted against the Indemnified Persons if the Finance Parties or the relevant Finance Party had not entered into this Agreement or any of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms. 15.7 Limitation of General Operating Indemnity and Environmental Indemnity The indemnities contained in clause 15.5 (General Operating Indemnity) and clause 15.6 (Environmental Indemnity) shall not extend to any claim or liability of an Indemnified Person to the extent that such claim or liability: (a) arises as a direct consequence of the gross negligence or wilful misconduct of that Indemnified Person or a Finance Party and their related Indemnified Persons, or that Finance Party, as the case may be, or their related Indemnified Persons; (b) is caused by any breach or failure on the part of that Indemnified Person or a Finance Party and their related Indemnified Persons, or that Finance Party, as the case may be, or their related Indemnified Persons to comply with any of its obligations under any of the Finance Documents (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Indemnified Person or, in the case of a Finance Party and their related Indemnified Persons, that Finance Party or their related Indemnified Persons) to duly and punctually perform its obligations); (c) would have been, or been capable of being, made or asserted against the Indemnified Person if the Finance Parties or relevant Finance Party had not entered into one or more of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred in accordance with their terms and/or performed any of their obligations thereunder in accordance with their terms; (d) represents any losses of future income or profits; or (e) in respect of which that Indemnified Person, or a Finance Party and their related Indemnified Persons, or that Finance Party and its related Indemnified Persons, is expressly and specifically indemnified under any other provision of the Finance Documents or has been indemnified in any other way. 15.8 Continuation of indemnities The indemnities by the Borrower in favour of any Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loan, the 59 cancellation of the Total Commitments or the repudiation by any Finance Party or the Borrower of this Agreement. 15.9 Interest Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this clause 15 or elsewhere in this Agreement shall be paid within [*****] of demand made by such Indemnified Person. 16 Mitigation by the Lenders 16.1 Mitigation (a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 13 (Tax gross-up and indemnities) or clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 16.2 Limitation of liability (a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under clause 16.1 (Mitigation). (b) A Finance Party is not obliged to take any steps under clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 17 Guarantee and indemnity 17.1 Guarantee and indemnity (a) The Guarantor irrevocably and unconditionally: (i) guarantees to the Security Trustee (as trustee for the Finance Parties) and the other Finance Parties punctual performance by each other Obligor of all such Obligor's obligations, other than any Excluded Swap Obligations, under the Finance Documents; (ii) undertakes with the Security Trustee (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and (iii) agrees with the Security Trustee (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Borrower under any Finance Document on the date when it would have been due. The amount payable 60 by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honour all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this clause 17.1 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this clause 17.1 or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this clause 17.1 shall remain in full force and effect until the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full. Each Qualified ECP Guarantor intends that this clause 17.1 constitute, and this clause 17.1 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 17.2 Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 17.3 Reinstatement If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred. 17.4 Waiver of defences The obligations of the Guarantor under this clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 17 including (without limitation): (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;
61 (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. 17.5 Immediate recourse The 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 the Guarantor under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 17.6 Appropriations 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, 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 the Guarantor shall not be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this clause 17. 17.7 Deferral of Guarantor's rights 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 Facility Agent otherwise directs, the Guarantor will not 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: (a) to be indemnified by another Obligor; (b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents; (c) 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; (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under clause 17 (Guarantee and indemnity); 62 (e) to exercise any right of set-off against any other Obligor; and/or (f) to claim or prove as a creditor of any other Obligor in competition with any Finance Party. If the Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Facility Agent for application in accordance with clause 41 (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. 17.8 Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party. 17.9 Reservation of rights No failure or delay on the part of the Facility Agent to exercise any power, right or remedy under this guarantee shall operate as a waiver thereof, nor shall any single or partial exercise by the Facility Agent of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in this guarantee are cumulative and are not exclusive of any remedies provided by law. 17.10 Assignment The Guarantor shall maintain this guarantee regardless of any assignment, novation or any other transfer of any of the Obligors' obligations under the Finance Documents or any rights arising for the Security Trustee (as trustee for the Finance Parties) under the Finance Documents. 18 Costs and Expenses 18.1 Transaction expenses The Borrower shall, within [*****] Business Days, promptly on demand, pay the Facility Agent, the Security Trustee and the Mandated Lead Arrangers the amount of all documented costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) reasonably incurred by any of them (and, in the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, execution, syndication, registration and perfection and any release, discharge or reassignment of: (a) this Agreement, the Hedging Agreements and any other documents referred to in this Agreement and the Security Documents; (b) any other Finance Documents executed or proposed to be executed after the date of this Agreement including any executed to provide additional security under clause 26 (Minimum security value); or (c) any Security Interest expressed or intended to be granted by a Finance Document. 63 18.2 Amendment costs If: (a) an Obligor requests an amendment, waiver or consent; (b) an amendment is required pursuant to clause 41.9 (Change of currency); or (c) any amendment or waiver contemplated or agreed pursuant to clause 47.4 (Changes to Reference Rate), the Borrower shall, within [*****]Business Days of demand, reimburse each of the Facility Agent and the Security Trustee for the amount of all documented costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) reasonably incurred by the Facility Agent and the Security Trustee (and in the case of the Security Trustee by any Receiver or Delegate) in responding to, evaluating, negotiating, complying with or implementing that request, requirement or actual or contemplated agreement. 18.3 Enforcement, preservation and other costs The Borrower shall, on demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable Indirect Taxes) incurred by that Finance Party in connection with: (a) the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against any Indemnified Person as a consequence of taking or holding the Security Documents or enforcing those rights; (b) any valuation carried out under clause 26 (Minimum security value) at the Borrower's cost; or (c) any inspection carried out under clause 24.8 (Inspection and notice of dry-docking) at the Borrower's cost. 64 Section 7 Representations, undertakings and events of default 19 Representations 19.1 Undertaking to comply The Borrower makes and repeats the representations and warranties set out in this clause 19 to each Finance Party on behalf of itself and each of the Obligors at the times specified in clause 19.33 (Times when representations are made). 19.2 Status (a) Each Obligor is a corporation, limited liability company or exempted company (as applicable), duly incorporated and validly existing under the law of its Original Jurisdiction. (b) Each Obligor has power and authority to own its assets and to carry on its business as it is now being conducted. 19.3 Binding obligations Subject to the Legal Reservations: (a) the obligations expressed to be assumed by each Obligor in each Transaction Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations; and (b) (without limiting the generality of paragraph (a) above) each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective. 19.4 Non-conflict The entry into and performance by each Obligor of, and the transactions contemplated by the Transaction Documents and the granting of the Transaction Security do not and will not conflict with: (a) any law or regulation applicable to any Obligor; (b) the Constitutional Documents of any Obligor; or (c) any agreement or other instrument binding upon any Obligor, or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Security Interest) on any Obligor's assets, rights or revenues. 19.5 Power and authority (a) Each Obligor has the power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of, and compliance with, each Transaction Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.
65 (b) No limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into, any Transaction Document to which such Obligor is, or is to be, a party. 19.6 Validity and admissibility in evidence (a) All Authorisations required: (i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Transaction Document to which it is a party; (ii) to make each Transaction Document to which it is a party admissible in evidence in its Relevant Jurisdictions; and (iii) to ensure that the Transaction Security has the priority and ranking contemplated by the Security Documents, have been obtained or effected and are in full force and effect except any Authorisation or filing referred to in clause 19.14 (No filing or stamp taxes), which Authorisation or filing will be promptly obtained or effected within any applicable period. (b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations might have a Material Adverse Effect. 19.7 Governing law and enforcement (a) Subject to Legal Reservations, the choice of governing law of any Transaction Document will be recognised and enforced in each Obligor's Relevant Jurisdictions. (b) Subject to Legal Reservations, any judgment obtained in relation to any Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions. 19.8 Information (a) Any Information is true and accurate in all material respects at the time it was given or made. (b) At the time it was given or made, there were no facts or circumstances or any other information which could make the Information untrue, inaccurate or misleading in any material respect. (c) At the time it was given or made, the Information does not omit anything which could make the Information untrue, inaccurate or misleading in any material respect. (d) All opinions, projections, forecasts, estimates or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made. (e) All other written Information provided by any member of any of the Group, the Keppel Shareholder (including its or their advisers) to a Finance Party was, to the best of its 66 knowledge and belief, true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect. (f) For the purposes of this clause 19.8, Information means any written information provided by or on behalf of each Obligor or any Shareholder to any of the Finance Parties in connection with the Transaction Documents or the transactions referred to in them, excluding any Information concerning any third party (which is not an Obligor or member of any of the Group or the Keppel Shareholder) which was provided to the Finance Parties in good faith. 19.9 Original Financial Statements (a) The Original Financial Statements were prepared in accordance with applicable GAAP consistently applied. (b) The audited Original Financial Statements give a true and fair view of the financial condition as at the end of the relevant Financial Year and results of operations during the relevant Financial Year of the relevant Obligors during the relevant Financial Year. (c) The unaudited Original Financial Statements fairly represent the financial condition as at the end of the relevant financial quarter and results of operations during the relevant financial quarter of the relevant Obligors. (d) There has been no material adverse change in the assets, business or financial condition of any Obligor since the date of the Original Financial Statements. 19.10 Pari passu ranking Each Obligor's payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally. 19.11 Ranking and effectiveness of security Subject to the Legal Reservations and any filing, registration or notice requirements which are referred to in any legal opinion delivered to the Facility Agent under clause 4.1 (Conditions precedent to the Utilisation Request): (a) the Transaction Security has (or will have when the relevant Security Documents have been executed) the priority which it is expressed to have in the Security Documents; (b) the Charged Property is not subject to any Security Interest other than Permitted Security Interests; and (c) the Transaction Security will constitute perfected security on the assets described in the Security Documents. 19.12 Ownership of Charged Property Subject to any Security Interests granted to secure the Existing Facility (and which will be discharged on the Utilisation Date), each Obligor is the sole legal and beneficial owner of the Charged Property over which it purports to grant a Security Interest under the Security Documents. 67 19.13 No insolvency No corporate action, legal proceeding or other procedure or step described in clause 31.10 (Insolvency proceedings) or creditors' process described in clause 31.12 (Creditors' process) has been taken or threatened in relation to an Obligor and none of the circumstances described in clause 31.9 (Insolvency) applies to any Obligor. 19.14 No filing or stamp taxes Under the laws of each Obligor's Relevant Jurisdiction it is not necessary that any Transaction Document to which it is, or is to be, a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Transaction Document or the transactions contemplated by the Transaction Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Transaction Document. 19.15 Deduction of Tax No Obligor is required to make any Tax Deduction (as defined in clause 13.1 (Definitions)) from any payment it may make under any Finance Document to which it is, or is to be, a party and no other party is required to make any such deduction from any payment it may make under any other Transaction Document. 19.16 Tax compliance (a) No Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax. (b) No claims or investigations are being, or are reasonably likely to be, made or conducted against any Obligor with respect to Taxes such that a liability of, or claim against, any Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect. (c) The Borrower and the Operator are resident for Tax purposes only in their respective Original Jurisdiction except as required under the Laws applicable to the Project. 19.17 No Potential Event of Default (a) No Potential Event of Default is continuing or might reasonably be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document. (b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or to which any Obligor's assets are subject which might have a Material Adverse Effect. 19.18 No proceedings pending or threatened No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a 68 Material Adverse Effect has or have (to the best of any Obligor's knowledge and belief (having made due and careful enquiry)) been started or threatened against any Obligor. 19.19 No breach of laws (a) No Obligor (other than the Borrower, the Operator or any other Vessel Manager) is, to the best of the Borrower's knowledge and belief (having made due enquiry) in violation of any Environmental Law, which violation might have a Material Adverse Effect. (b) None of the Borrower, the Operator or any other Vessel Manager are in violation of any material Environmental Law applicable to such Obligor. (c) No Obligor has breached any other law or regulation which breach might have a Material Adverse Effect. 19.20 Environmental matters (a) All Environmental Licences have been obtained and are currently in force. (b) No Environmental Claim has been made or is threatened or pending against any Obligor (other than the Borrower, the Operator or any other Vessel Manager) and there has been no Environmental Incident which has given, or might give, rise to such a claim, in each case, which might have a Material Adverse Effect. (c) No Environmental Claim has been made or is threatened or pending against any of the Borrower, the Operator or any other Vessel Manager or the Vessel and there has been no Environmental Incident which has given, or might give, rise to such a claim. 19.21 Anti-corruption and anti-money-laundering laws Each Obligor has conducted and conducts its businesses in compliance with applicable Anti- Corruption Laws and Anti-Money Laundering Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 19.22 Security and Financial Indebtedness (a) No Security Interest exists over all or any of the present or future assets of any Obligor in breach of this Agreement. (b) No Obligor has any Financial Indebtedness outstanding in breach of this Agreement. 19.23 Shares (a) The shares of the Borrower are fully paid and not subject to any option to purchase or similar rights except as set out in the Shareholder Agreement and, until the Utilisation Date, Permitted Security Interests. (b) The Constitutional Documents of the Borrower do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security Documents. (c) There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of the Borrower (including any option or right of pre-emption or conversion), except as set out in the Shareholder Agreement.
69 19.24 Ownership of the Borrower and Operator (a) Together the Shareholders own one hundred per cent. (100%) of the Share Capital of the Borrower in their Relevant Borrower Shareholding Percentage. (b) The Operator is a wholly-owned Subsidiary of the Borrower. 19.25 Copies of documents The copies of those Transaction Documents which are not Finance Documents and the Constitutional Documents of the Obligors delivered to the Facility Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those Transaction Documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them. 19.26 No breach, etc. of any Project Document No Obligor nor (so far as the Obligors are aware) any other person is in material breach of any Project Document to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it or which would render it illegal, invalid or unenforceable. 19.27 No immunity No Obligor or any of its assets is immune to any legal action or proceeding. 19.28 Vessel status The Vessel is or will be: (a) at all times during the Facility Period, registered in the name of the Borrower through the relevant Registry as a ship under the laws and flag of the relevant Flag State; and (b) insured in the manner required by the Finance Documents. 19.29 No Prohibited Payments No Prohibited Payment in connection with any Finance Document has been made or provided, directly or indirectly, by it, any of its Affiliates, its officers, directors or, to the best of its knowledge (having made due and careful enquiry), any other person acting on its behalf to, or for the benefit of, any Authority. 19.30 No funds of illicit origin None of the sources of funds provided other than under the Finance Documents and to be used by it in connection with any Finance Document or its business are of illicit origin. 19.31 Sanctions (a) The Loan has not been used by it: 70 (i) to finance equipment or sectors under embargo decisions of the United Nations or the World Bank; or (ii) in breach of any Sanctions. (b) None of the Shareholders, the Obligors, nor any of their Subsidiaries or joint ventures, nor any of their respective directors, officers, or employees nor, to the knowledge of the Obligors, any persons acting on their behalf in connection with the Project: (i) is a Restricted Party; or (ii) has received or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (c) Each Shareholder and Obligor has implemented and maintains in effect a Sanctions compliance policy which is designed to ensure compliance by each such Shareholder and Obligor, its Subsidiaries and their respective directors, officers, employees and agents with Sanctions. Without limitation on the foregoing, such Sanctions compliance policy shall procure that each Shareholder and Obligor, its Subsidiaries and their respective directors, officers, employees and agents shall, where applicable: (i) conduct their activities in a manner consistent with Sanctions; (ii) ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable; and (iii) have controls in place consistent with the relevant Sanctions Authority. 19.32 Earnings There is no agreement or arrangement whereby the Earnings may be shared with any other person except as expressly provided for in the Finance Documents and Project Documents. 19.33 Times when representations are made (a) All of the representations and warranties set out in this clause 19 are deemed to be made on the date of this Agreement. (b) The Repeating Representations are deemed to be made on the dates of: (i) the Utilisation Request; (ii) the Utilisation; and (iii) on the first day of each Interest Period. (c) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. 71 20 Information Undertakings 20.1 Undertaking to comply The Borrower undertakes that this clause 20 will be complied with by the Obligors throughout the Facility Period. 20.2 Definitions In this clause 20: Annual Financial Statements means, in relation to the Borrower and the Guarantor, the audited consolidated financial statements for a Financial Year of the Borrower and the Guarantor (as applicable) delivered pursuant to clause 20.3(a) (Financial statements). Quarterly Financial Statements means, in relation to the Borrower and the Guarantor, the financial statements for a financial quarter of the Borrower and the Guarantor (as applicable) delivered pursuant to clause 20.3(b) (Financial statements). 20.3 Financial statements (a) The Borrower and the Guarantor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests) as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each Financial Year, their Annual Financial Statements for that Financial Year. (b) The Borrower and the Guarantor shall supply to the Facility Agent as soon as the same become available, but in any event within sixty (60) days (in the case of the Guarantor) and ninety (90) days (in the case of the Borrower) after the end of each financial quarter of each of its Financial Years its unaudited (consolidated, in the case of the Guarantor) financial statements for that financial quarter. (c) The Guarantor shall supply to the Facility Agent as soon as it becomes available and in any event prior to the beginning of each Financial Year, an annual cash flow forecast of the Guarantor for the relevant Financial Year. 20.4 Provision and contents of Compliance Certificate (a) The Borrower shall supply a Compliance Certificate to the Facility Agent, with each set of Annual Financial Statements and each set of Quarterly Financial Statements for each Obligor. (b) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 21 (Financial covenants). (c) Each Compliance Certificate shall be signed by either the Chief Financial Officer, the Treasurer or the Chief Accounting Officer of the Guarantor. 20.5 Requirements as to financial statements (a) The Borrower and the Guarantor shall procure that each set of Annual Financial Statements and each set of Quarterly Financial Statements includes a profit and loss statement, a balance sheet and a cashflow statement. 72 (b) Each set of financial statements delivered pursuant to clause 20.3 (Financial statements) shall: (i) be certified by a director of the relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors in respect of such Annual Financial Statements; and (ii) in the case of Annual Financial Statements, not be the subject of any qualification in the Auditors' opinion. (c) The Borrower shall procure that each set of financial statements delivered pursuant to clause 20.3 (Financial statements) shall be prepared using applicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies (whether in the notes in such financial statements or otherwise) the Facility Agent that there has been a change in applicable GAAP or accounting practices. In such event, the Facility Agent may request the Borrower to provide clarifications or deliver to the Facility sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with. (d) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 20.6 Year-end The Borrower shall procure that the end of each Financial Year of each Obligor (other than each Vessel Manager) falls on the Accounting Reference Date. 20.7 Information: miscellaneous The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests): (a) at the same time as they are dispatched, copies of all documents that are required to be dispatched by law by the Borrower to its shareholders or creditors generally (or any class of them); (b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or the Operator; (c) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor (other than the Borrower and the Operator) or any Shareholder, and which, if adversely determined, might have a Material Adverse Effect or which would involve a liability, or a potential or alleged liability, exceeding [*****] (or its equivalent in any other currency or currencies);
73 (d) promptly upon becoming aware, the details of any material breach by the Borrower, the Operator or the Lessee of any Performance Standards as defined under the LOA; (e) promptly, such information as the Facility Agent or the Security Trustee may reasonably request about the Charged Property and compliance of the Obligors and the Shareholders with the terms of any Security Documents; and (f) promptly on request, such further information regarding the financial condition, assets and operations of the Obligors or the Shareholders as any Finance Party through the Facility Agent may reasonably request and which may be delivered without breach of confidentiality. 20.8 Notification of Potential Event of Default (a) The Borrower shall notify the Facility Agent of any Potential Event of Default (and the steps, if any, being taken to remedy it) promptly upon any Obligor becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). (b) Promptly upon request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default nor, to the best of its knowledge (having made due and careful enquiry), any other Potential Event of Default is continuing (or if a Potential Event of Default is continuing, specifying the Potential Event of Default and the steps, if any, being taken to remedy it). 20.9 Sufficient copies The Borrower, if so requested by the Facility Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents to the Facility Agent to distribute to each of the Lenders and the Hedging Banks. 20.10 Use of websites (a) The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the Designated Website) if: (i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method; (ii) both the Borrower and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and (iii) the information is in a format previously agreed between the Borrower and the Facility Agent. (b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent. (c) The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if: 74 (i) the Designated Website cannot be accessed due to technical failure; (ii) the password specifications for the Designated Website change; (iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website; (iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or (v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software. (d) If the Borrower notifies the Facility Agent under paragraphs (c)(i) to (v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing. (e) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten (10) Business Days. 20.11 Know your customer checks (a) If: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; (ii) any change in the status of an Obligor, a Shareholder, the Lessee or any Lessee Credit Support Provider, subject in the case of any Lessee Credit Support Provider, to the best of the Borrower's knowledge and belief, any change in or the composition of the shareholders thereof in each case after the date of this Agreement; (iii) required by a Finance Party to satisfy its continuing internal compliance requirements; or (iv) a proposed assignment or transfer by a Lender or a Hedging Bank of any of its rights and/or obligations under this Agreement or any Hedging Agreement to a party that is not already a Lender or a Hedging Bank prior to such assignment or transfer, obliges the Facility Agent, the relevant Hedging Bank or any Lender (or, in the case of paragraph (iv) 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: (A) in respect of paragraph (ii) above, promptly notify the Facility Agent of the same (who, in turn, shall promptly notify the Lenders and Hedging Banks); and 75 (B) promptly upon the request of the Facility Agent or any Lender or any Hedging Bank supply, or procure the supply, in the case of anything concerning a Lessee Credit Support Provider, using reasonable commercial efforts to procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender or any Hedging Bank) or any Lender or any Hedging Bank (for itself or, in the case of the event described in paragraph (iv) above, on behalf of any prospective new Lender or Hedging Bank) in order for the Facility Agent, such Lender or any Hedging Bank or, in the case of the event described in paragraph (iv) above, any prospective new Lender or Hedging Bank 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 Finance Party shall, promptly upon the request of the Facility Agent or the Security Trustee, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent or the Security Trustee (for itself) in order for it 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. 21 Financial Covenants 21.1 Undertaking to comply The Borrower undertakes that this clause 21 will be complied with by the Obligors throughout the Facility Period. 21.2 Financial definitions In this clause 21.2: cash means cash in hand. Cash Equivalents means: (a) deposits with first class international banks the maturity of which does not exceed 12 months; (b) bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norwegian or United States Governments; and (c) any other instrument approved by the Facility Agent. Consolidated Tangible Net Worth means, as at any date of determination, the value of total stockholders' equity employed of the Group determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for the Group set out in the most recent Annual Financial Statements and Quarterly Financial Statements of the Group delivered pursuant to clause 20 (Information undertakings). Current Assets means as at any date of determination, all of the short term assets of the Group determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the most recent Annual Financial Statements and Quarterly Financial Statements of the Group delivered pursuant to 76 clause 20 (Information undertakings) but using the information current as at the relevant date of determination. Current Liabilities means, as at any date of determination, all of the short term liabilities of the Group (less the current portion of long term debt, the current portion of long-term capital lease obligations and mark to market swap valuations and excluding in all respects the Leasing Loans) determined in accordance with applicable GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the most recent Annual Financial Statements and Quarterly Financial Statements of the Group delivered pursuant to clause 20 (Information undertakings) but using the information current as at the relevant date of determination. Debt Service Coverage Ratio means, for any date of testing under clause 21.5 (Financial Testing), the ratio of EBITDA to the total amount of interest and instalments paid or accrued over the relevant Interest Period. EBITDA means, for any period, the profit on ordinary activities of the Borrower before taxation for such period: (a) adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs to the extent not already excluded; (b) adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible); (c) after adding back depreciation and amortisation charged which relates to such period; (d) adjusted to exclude any exceptional or extraordinary costs or income; (e) adjusted to exclude any unrealised mark-to-market adjustments for derivatives; (f) after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts; and (g) without any double counting, adjusted to add back amounts invoiced under sales-type finance leases, provided that for the first period the calculation of EBITDA shall be the actual EBITDA of the Borrower annualised until the Vessel has been operating for four (4) consecutive quarters following the occurrence of the COD and, thereafter, EBITDA shall be calculated on a trailing 12 Month basis as per usual market practice. Free Liquid Assets means cash or Cash Equivalents and undrawn credit lines freely available for use by the Guarantor and/or any other member of the Group for any lawful purpose without restriction (other than the restriction arising from the Free Liquid Assets covenant) notwithstanding any Security Interest, right of set-off or agreement with any other party, where: (a) the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Facility Agent) on which the same are listed or any dealing facility through which the same are generally traded;
77 (b) any cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Account Bank as at any date of determination; and (c) any undrawn and available credit facility with six (6) or more Months to its final maturity. Interest Payable means, in respect of any period, the aggregate of: (a) the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued during such period in respect of the Borrower by way of interest on all Financial Indebtedness, but excluding any amount accruing as interest in-kind (and not as cash payment) to the extent capitalised as principal during such period; and (b) net payments in relation to interest rate or currency hedging arrangements in respect of Financial Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements). Interest Receivable means, in respect of any period, the amount of interest accrued on cash balances of the Borrower (including the amount of interest accrued on the accounts, to the extent that the account holder is entitled to receive such interest) during such period. Leasing Loans means, in relation to any sale and leaseback transaction from time to time entered into by any member of the Group, any short term funding or loans incurred by the special purpose entity acting as lessor (wholly owned by the relevant leasing group) in such sale and leaseback transaction which that member of the Group is required to include in its balance sheet pursuant to the “Variable Interest Entity” account convention in applicable GAAP. 21.3 Borrower Financial Covenants (a) The Borrower undertakes that this clause 21.3 will be complied with throughout the Facility Period. (b) The Borrower shall ensure that at all times the Debt Service Coverage Ratio for any period of three (3) Months ending on the relevant testing date under clause 21.5 (Financial Testing) during the Facility Period is greater than [*****]. In the event that the Debt Service Coverage Ratio for such period of three (3) Months is less than the required level, the Borrower shall notify the Facility Agent in writing and within [*****] of such notice, provide cash rectifying the shortfall or other Security Interests to the Security Trustee in a form acceptable to the Facility Agent (acting on the instructions of all the Lenders) or reduce the amount outstanding under this Agreement by making a prepayment in accordance with clause 7.4 (Voluntary prepayment) to restore the ratio to its required level. If the Debt Service Coverage Ratio returns to the required level, the Facility Agent shall release such cash or Security Interests to the Borrower. For the avoidance of doubt, if the amount outstanding under this Agreement has been reduced to restore the Debt Service Coverage Ratio to its required level, such amount cannot be re-borrowed. 21.4 Guarantor Financial Covenants (a) The Guarantor undertakes that this clause 21.4 will be complied with throughout the Facility Period. (b) The Consolidated Tangible Net Worth shall be equal to or greater than [*****]. (c) The aggregate value of its Free Liquid Assets shall not be less than [*****]. 78 (d) The ratio of Current Assets to Current Liabilities of the Group (on a consolidated basis) shall be not less than [*****]. 21.5 Financial testing The financial covenants set out in clause 21 (Financial Covenants) shall be calculated in accordance with applicable GAAP and tested on each date on which the Annual Financial Statements and Quarterly Financial Statements are delivered pursuant to clause 20.3 (Financial statements) and/or each Compliance Certificate delivered pursuant to clause 20.4 (Provision and contents of Compliance Certificate). 22 General Undertakings 22.1 Undertaking to comply The Borrower undertakes that this clause 22 will be complied with by each Obligor throughout the Facility Period. 22.2 Use of proceeds The proceeds of the Utilisation shall be used exclusively for the purposes specified in clause 3 (Purpose). 22.3 Authorisations Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) at the request of the Facility Agent, supply copies to the Facility Agent of, any Authorisation required under any law or regulation of a Relevant Jurisdiction to: (i) enable it to perform its obligations under the Transaction Documents; (ii) ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document; and (iii) carry on its business where failure to do so has, or is reasonably likely to have, a Material Adverse Effect. 22.4 Business integrity Each Obligor shall conduct its businesses in compliance with all applicable Anti-Corruption Laws and Anti-Money Laundering Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 22.5 Compliance with laws (a) The Borrower, the Operator and each other Vessel Manager shall comply in all material respects with all laws and regulations (including Environmental Laws) to which it may be subject. 79 (b) Each other Obligor shall comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject and which, if breached, might have a Material Adverse Effect. 22.6 Anti-Corruption and Anti-Terrorism Finance Laws (a) No Obligor or any member of the Group or the Keppel Shareholder shall directly or indirectly use the proceeds of the Facility for any purpose which would breach any applicable Anti-Corruption Law or Anti-Terrorism Finance Law. (b) Each Obligor shall (and shall ensure that each member of the Group and the Keppel Shareholder will): (i) conduct its businesses in compliance with applicable Anti-Corruption Laws and Anti- Terrorism Finance Laws; and (ii) maintain policies and procedures designed to promote and achieve compliance with such laws. 22.7 Sanctions and lawful use (a) Each Obligor and Shareholder shall comply with all applicable Sanctions. Without limiting the generality of the foregoing, the Borrower shall ensure that: (i) the ownership, operation, possession, use, leasing or any other dealing in respect of the Vessel by the Borrower shall not violate any Sanctions or that would cause any person to violate any Sanctions; (ii) the Guarantor shall maintain appropriate policies and procedures in order to identify any risk to its business as a result of Sanctions; (iii) the Vessel shall not be located in a Sanctioned Country; and (iv) no Restricted Party will have any direct or indirect, legal or beneficial interest in the Vessel, nor will any Restricted Party or Sanctioned Country supply any inputs to, receive any output from or derive any other financial or economic benefit from the Vessel. (b) Each Obligor and Shareholder shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party or any Affiliate of a Finance Party, to the extent crediting such bank account would lead to non-compliance by it, any Finance Party or any Affiliate of a Finance Party with any applicable Sanctions. (c) No Obligor or Shareholder shall use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions. (d) The Borrower shall ensure that no Restricted Party will have any direct or indirect interest in any funds repaid or remitted by it in connection with the Facility resulting in a violation of Sanctions. 80 (e) The Borrower shall not, and shall not permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transaction contemplated by this Agreement for the purpose of financing any trade, business or other activities: (i) with, involving or for the benefit of any Restricted Party or any Sanctioned Country; or (ii) in any other manner that would reasonably be expected to result in any Obligor, any Shareholder or any Lender being in breach of any Sanctions (if any to the extent applicable to any of them) or becoming a Restricted Party. (f) The Borrower shall not permit or authorise and shall prevent the Vessel being used directly or indirectly: (i) by any Restricted Party; (ii) in any business which could reasonably be expected to expose the Vessel or the Finance Parties to enforcement proceedings or any other adverse consequences arising from Sanctions; (iii) without prejudice to paragraphs (i) and (ii) above, in any way which is unlawful under international law or domestic laws of any relevant country; (iv) to carry illicit or prohibited goods; and/or (v) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated. (g) Each Obligor and Shareholder shall, to the extent permitted by law and promptly upon becoming aware of them, supply to the Facility Agent details of any claim, action, suit, proceedings or investigation against that Obligor or Shareholder, any of its Subsidiaries or joint ventures, or any of their respective directors, officers or employees, with respect to any applicable Sanctions or if any such person becomes a Restricted Party. 22.8 Tax compliance (a) Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that: (i) such payment is being contested in good faith; (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Facility Agent under clause 20.3 (Financial statements); and (iii) such payment can be lawfully withheld, provided that, in relation to an Obligor other than the Borrower and the Operator, incurring such penalties might have a Material Adverse Effect. (b) Except as approved by the Majority Lenders, the Borrower and the Operator shall each maintain its residence for Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident for Tax purposes in any other jurisdiction.
81 22.9 Change of business (a) Except as approved by the Majority Lenders, no substantial change will be made to the general nature of the business of the Borrower and the Operator taken as a whole from that carried on at the date of this Agreement. (b) Except as approved by the Majority Lenders, each Vessel Manager will maintain its business as a manager of FLNG facilities. (c) The Borrower shall be and remain a special purpose company and the Operator shall be limited in the scope of operations to the Project, in each case, for the duration of the Facility Period. (d) For the duration of the Facility Period, the Operator shall not undertake any trading or business activities other than in relation to the Project and the transactions contemplated by the Transaction Documents. 22.10 Merger Except as approved by all of the Lenders, the Borrower and the Operator shall not enter into any amalgamation, demerger, merger, consolidation, domiciliation, legal migration or corporate reconstruction or conversion or merger into or incorporation as a European public limited liability company (Societas Europaea). 22.11 Further assurance (a) Each Obligor shall (and shall procure that each Shareholder shall) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Facility Agent may reasonably specify (and in such form as the Facility Agent or the Security Trustee may reasonably require in favour of the Security Trustee or its nominee(s)): (i) to perfect the Security Interests created or intended to be created by that Obligor under, or evidenced by, the Security Documents (which may include the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Trustee and/or any other Finance Parties provided by or pursuant to the Finance Documents or by law; (ii) to confer on the Security Trustee and/or any other Finance Party Security Interests over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents; (iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents in accordance with the terms of the Security Documents; and/or (iv) to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 33.1 (Assignments and transfers by the Lenders). (b) Each Obligor shall (and shall procure that each Shareholder shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the 82 purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Trustee and/or any other Finance Parties by or pursuant to the Finance Documents. 22.12 Negative pledge in respect of Charged Property Except for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property. 22.13 Environmental matters No Obligor will violate any Environmental Laws (and any consents, licences or approvals obtained under them) applicable to the Vessel in a material way. 22.14 Status of Operator The Borrower undertakes to procure that the Operator will remain a wholly-owned Subsidiary of the Borrower for the Facility Period. 22.15 Change to Owner Credit Support Provider The Borrower undertakes to notify the Facility Agent of any change to any Owner Credit Support Provider promptly after any such change becomes effective in accordance with the LOA. 23 Dealings with Vessel 23.1 Undertaking to comply The Borrower undertakes that this clause 23 will be complied with by itself, the Operator and each other Vessel Manager throughout the Mortgage Period. 23.2 Vessel's name and registration (a) The name of the Vessel shall only be changed after prior notice to the Facility Agent. (b) The Vessel shall be registered in the name of the Borrower with the relevant Registry under the laws of its Flag State. The Vessel shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State). (c) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Vessel being required to be registered under the laws of another state of registry. 23.3 Sale or other disposal of Vessel (a) Subject to paragraph (b) below, the provisions of clause 7.7 (Sale of Vessel) or otherwise pursuant to the Finance Documents or the LOA, the Borrower will not sell, or agree to, transfer, abandon or otherwise dispose of the Vessel or any share or interest in it. (b) Any ship (including the Vessel) controlled by the Borrower or sold to an intermediary with the intention of being scrapped shall be 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 and/or the EU Ship Recycling Regulation. 83 23.4 Borrower, Operator and Vessel Manager (a) The technical management of the Vessel shall be performed by the Operator or another Vessel Manager or, provided that it has delivered a duly executed Vessel Manager's Undertaking to the Security Trustee, any other management company appointed by the Operator and approved by the Majority Lenders and the Lessee. (b) Upon the occurrence of an Event of Default that is continuing, the Facility Agent shall have the right to appoint a new vessel manager, supervisor or operator of the Vessel, subject to the terms of the Quiet Enjoyment Agreement. 23.5 Copy of Mortgage on board A properly certified copy of the Mortgage shall be kept on board the Vessel with its papers and shown to anyone having business with the Vessel which might create or imply any commitment or Security Interest over or in respect of the Vessel (other than a lien for crew's wages and salvage or other Permitted Maritime Lien) and to any representative of the Facility Agent or the Security Trustee. 23.6 Notice of Mortgage A framed printed notice of the Mortgage shall be prominently displayed in the navigation room and in the master's cabin of the Vessel. The notice must be in plain type and read as follows: NOTICE OF MORTGAGE This Vessel is subject to a first mortgage in favour of Standard Chartered Bank (Hong Kong) Limited of 32/F, 4-4A Des Voeux Road, Central, Hong Kong. Under the said mortgage and related documents, neither the Owner nor any Lessee nor the Master of this Vessel has any right, power or authority to create, incur or permit to be imposed upon this Vessel any commitments or encumbrances whatsoever other than for crew's wages and salvage. No one will have any right, power or authority to create, incur or permit to be imposed upon the Vessel any lien whatsoever other than for crew's wages and salvage or other Permitted Maritime Lien. 23.7 Conveyance on default Where the Vessel is (or is to be) sold in exercise of any power conferred by the Security Documents, the Borrower shall, upon the Facility Agent's request, immediately execute such form of transfer of title to the Vessel as the Facility Agent may require. 23.8 Chartering and other sub-contracts The Borrower shall not enter into any charter commitment for the Vessel (except for the LOA or the bareboat charter in accordance with the LOA and the Quiet Enjoyment Agreement) or permit the Lessee to enter into any sub-charter commitment or sub-contract in respect of the Vessel (except as pre-agreed in the LOA or the bareboat charter in accordance with the LOA and the Quiet Enjoyment Agreement) without prior written consent of the Lenders. 23.9 Lay up The Vessel shall not be laid up or deactivated except with the consent of the Majority Lenders. 84 23.10 Sharing of Earnings The Borrower shall not enter into any arrangement under which its Earnings from the Vessel may be shared with anyone else. 23.11 Relocation of the Vessel Except in accordance with the Quiet Enjoyment Agreement, the Borrower shall not agree to any Change in Location other than the Permitted Location for the normal operational duties of the Vessel. 24 Condition and Operation of the Vessel 24.1 Undertaking to comply The Borrower undertakes that this clause 24 will be complied with by itself, the Operator and each other Vessel Manager throughout the Mortgage Period. 24.2 Defined terms In this clause 24 and in Schedule 3 (Conditions Precedent): applicable code means any code or prescribed procedures required to be observed by the Vessel or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code). applicable law means all laws and regulations applicable to vessels registered in the Flag State of the Vessel, or which for any other reason apply to the Vessel, or to its condition or operation at any relevant time. applicable operating certificate means any certificates, vessel response plans, or other document relating to the Vessel or its condition or operation required to be in force under any applicable law or any applicable code. 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) (as amended by MSC 104(73) and A.913(22) (superseding A.788(19)) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention 1974), and includes any extensions of it and any regulations issued under it, as the same may be amended, supplemented or superseded from time to time. ISPS Code means the International Ship and Port Facility Security Code of the International Maritime Organization incorporated into the Safety of Life at Sea Convention 1974 and includes any amendments or extensions of it and any regulation issued pursuant to it, as the same may be amended, supplemented or superseded from time to time. 24.3 Repair and operation The Borrower shall, and shall procure that each Vessel Manager will ensure that: (a) the Vessel is crewed and operationally ready at all times in accordance with the LOA and is capable of operating within the Performance Standards and the Operating Plan (each as defined in the LOA); and
85 (b) the Vessel is operated at all times in accordance with its design requirements as a "FLNG Facility" under the LOA and subject to any limitations placed on such operation by that design, by any regulatory authority or the Classification Society or any manufacturer or repairer of the Vessel or any part thereof. 24.4 Modification Except: (a) with the approval of the Lenders; (b) as required in order to comply with the Borrower's obligations under the LOA; or (c) as required by the laws of the relevant Flag State or Classification Society, the structure, type or performance characteristics of the Vessel shall not be modified in any way which might reasonably be expected to alter the Vessel in a manner that would reduce its value by, or in excess of, [*****], and provided that in the case of paragraphs (b) and (c) above the Borrower provides evidence reasonably satisfactory to the Facility Agent that: (i) the Lessee has agreed to pay in advance for such modifications; or (ii) to the extent not paid for by the Lessee in advance, adequate financial reserves have been made available to the Borrower to pay for such modifications which do not in any way adversely impact the Borrower's obligations under this Agreement. 24.5 Removal of parts No part of the Vessel or any equipment shall be removed from the Vessel if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the Borrower free of any Security Interest except under the Security Documents) or unless repaired under clause 24.3 (Repair and operation). 24.6 Third party owned equipment Equipment owned by a third party shall not be installed on the Vessel if it cannot be removed without risk of causing damage to the structure or fabric of the Vessel, or incurring significant expense. 24.7 Maintenance of class; compliance with laws and codes The class of the Vessel shall be the Classification and there shall be no material overdue recommendations or material adverse notations. The Vessel shall and the Borrower, the Operator and any other Vessel Manager shall comply with all applicable laws, regulations (statutory or otherwise), and the requirements of all applicable codes and international conventions, including the requirements of the Classification Society and the Flag State. There shall be kept in force and on board the Vessel or in such person's custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Vessel or to be in such person's custody. 24.8 Inspection and notice of dry-docking (a) The Facility Agent and/or surveyors or other persons appointed by the Facility Agent for such purpose shall have the right, but not the obligation, to board the Vessel to inspect it 86 and be given all proper facilities needed for that purpose, subject to the Facility Agent providing at least thirty (30) days prior written notice to the Borrower in respect of the inspection. (b) Any inspection undertaken by the Facility Agent and/or surveyors or other persons appointed by the Facility Agent for such purpose must not unreasonably interfere with the Vessel's normal operations. (c) The Borrower shall bear, and reimburse to the Facility Agent where incurred by the Facility Agent, all costs and expenses associated with the first inspection of the Vessel in a given calendar year in accordance with paragraph (a) above (the First Inspection). (d) Except where a Potential Event of Default has occurred and is continuing, if the Facility Agent and/or surveyors or other persons appointed by it inspects the Vessel more than once per calendar year in accordance with paragraph (a) above, the Facility Agent shall bear all costs and expenses associated with all inspections other than the First Inspection for that calendar year. (e) The Facility Agent shall be given reasonable advance notice by the Borrower of any intended dry-docking of the Vessel (whatever the purpose of that dry-docking). 24.9 Prevention of arrest All debts, damages, liabilities and outgoings of any Obligor which have given, or may give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Vessel, its Earnings or Insurances shall be promptly paid and discharged. 24.10 Release from arrest The Vessel, its Earnings and Insurances shall promptly be released from any arrest, detention, attachment or levy, and any legal process against the Vessel shall be promptly discharged, by whatever action is required to achieve that release or discharge. 24.11 Payment of outgoings All tolls, dues and other outgoings whatsoever in respect of the Vessel and its Earnings and Insurances shall be paid promptly. Proper accounting records for the Obligors shall be kept of the Vessel and its Earnings. 24.12 Repairers' liens The Vessel shall not be put into any other person's possession for work to be done on the Vessel if the cost of that work will exceed or is likely to exceed the Major Casualty Amount unless that person gives the Security Trustee a written undertaking in approved terms not to exercise any lien on the Vessel or its Earnings for any of the cost of such work. 24.13 Maintenance of records The Borrower shall and shall procure that each Vessel Manager shall maintain all such records, logs, manuals, technical data and other materials and documents that are required to be maintained in respect of the Vessel in the English language so as to comply with any applicable laws or the requirements of the Classification Society and keep accurate, complete and up-to- date logs and records for maintenance, repairs, alterations, modifications and additions to the 87 Vessel and, at any time on reasonable notice from the Facility Agent, shall permit the Facility Agent or its representatives to examine and take copies of such logs and records. 25 Insurance 25.1 Undertaking to comply The Borrower undertakes that this clause 25 shall be complied with by each Obligor in relation to the Vessel, the Vessel and the Insurances throughout the Mortgage Period. 25.2 Insurance terms In this clause 25: excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value. excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks. hull cover means insurance cover against the risks identified in clause 25.3(a)(i) (Coverage required). minimum hull cover means an amount equal at the relevant time to [*****] per cent. ([*****]%) of the Loan. P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover). 25.3 Coverage required (a) The Vessel shall at all times be insured: (i) against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks) on an agreed value basis, for at least its minimum hull cover and no less than its market value; (ii) against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Vessel (but, in relation to liability for pollution, for an amount of not less than the higher of (A) [*****] and (B) the minimum amount required under the LOA); (iii) against loss of hire in an approved amount; (iv) against such other risks and matters which are reasonable for a prudent shipowner or operator to insure against at the time of that notice; and 88 (v) on terms which comply with the other provisions of this clause 25. (b) The Borrower shall at all times insure against: (i) workmen's compensation and employer's liability or the equivalent thereof covering its employees as prescribed by the states and/or residences of such employees; and (ii) commercial general liability with a limit of not less than $[*****] per occurrence and $1[*****] in aggregate. To the extent that the Vessel is required to be insured by local primary insurers, to the extent permitted by local law, the Borrower shall arrange for [*****] per cent. ([*****]%) of any primary Insurances to be reinsured with leading international insurers acceptable to the Lenders, acting in consultation with the Insurance Advisor, each of whom is of sound financial standing and international repute, with a credit rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services, A.M. Bests or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency, and is otherwise acceptable to the Lenders. Notwithstanding the foregoing, up to [*****] per cent. ([*****]%) of war risks insurances may be placed with insurers with a lower credit rating provided that such insurers have satisfied all other requirements of this clause and are otherwise acceptable to the Lenders. Notwithstanding the foregoing, if the Norwegian War Club is used to insure war risks, it will be acceptable to the Lenders unless otherwise indicated. 25.4 Placing of cover The insurance coverage required by clause 25.3 (Coverage required) shall be: (a) in the name of the Borrower and (in the case of the Vessel's hull cover) no other person (other than the Security Trustee and any other Finance Party required by the Facility Agent, if required by the Facility Agent) (unless such other person is approved and, if so required by the Facility Agent, has duly executed and delivered a first priority assignment of its interest in the Insurances of the Vessel to the Security Trustee (and any other Finance Party required by the Facility Agent) in an approved form and provided such supporting documents and opinions in relation to that assignment as the Facility Agent requires); (b) if the Facility Agent so requests, in the joint names of the Borrower and the Security Trustee (and any other Finance Party required by the Facility Agent) (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Trustee or such Finance Party for premiums or calls); (c) in dollars or another approved currency; (d) arranged through Approved Brokers or direct with approved insurers or protection and indemnity or war risks associations; (e) on approved terms and with approved insurers or associations; and (f) placed with reputable and internationally recognised insurers in leading primary insurance markets who normally participate in insurance for offshore and maritime assets, or otherwise with reputable and internationally recognised reinsurers in leading primary insurance markets and satisfying the requirements set out in clause 0. If such Reinsurances are required to be provided, the Borrower shall promptly notify the Facility Agent and procure that the Facility Agent receives (at the cost of the Borrower):
89 (i) Reinsurances Security, duly executed by the Insurer; (ii) a legal opinion from counsel acceptable to the Facility Agent in relation to the due execution and enforceability of such Reinsurances Security; and (iii) an updated insurance opinion by the Insurance Advisor satisfactory to the Lenders together with the relevant Reinsurances and letters of undertaking from the reinsurers in accordance with this clause 25, each in form and substance satisfactory to the Facility Agent. 25.5 Deductibles The aggregate amount of any excess or deductible under the hull cover of the Vessel and the Vessel shall not exceed an amount approved by the Lenders. 25.6 Mortgagee's insurance The Borrower shall promptly reimburse to the Facility Agent the cost (as conclusively confirmed by the Facility Agent) of taking out and keeping in force in respect of the Vessel on approved terms, or in considering or making claims under a mortgagee's interest insurance for the benefit of the Finance Parties for an amount up to [*****] per cent. ([*****]%) of the Loan. 25.7 Fleet liens, set off and cancellations If the hull cover of the Vessel also insures other vessels, the Security Trustee shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not: (a) set off against any claims in respect of the Vessel any premiums due in respect of any of such other vessels insured; or (b) cancel that cover because of non-payment of premiums in respect of such other vessels, or the Borrower shall ensure that hull cover for the Vessel is provided under a separate policy from any other vessels. 25.8 Payment of premiums All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually and the Facility Agent shall be provided with all relevant receipts or other evidence of payment upon request. 25.9 Details of proposed renewal of Insurances At least fourteen [*****]days before any of the Insurances are due to expire, the Facility Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed or extended. 90 25.10 Instructions for renewal At least [*****] days before any of the Insurances are due to expire, instructions shall be given to brokers, insurers and associations (and copied to the Facility Agent and the Insurance Advisor) for them to be renewed or replaced on or before their expiry. 25.11 Confirmation of renewal The Insurances shall be renewed upon their expiry in a manner and on terms which comply with this clause 25 and confirmation of such renewal given by the Insurance Advisor to the Facility Agent as promptly as practically possible and at least [*****] days (or such shorter period as may be approved) before such expiry. 25.12 P&I guarantees Any guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Vessel shall be provided when required by the association. 25.13 Insurance documents The Facility Agent shall be provided with pro forma copies of all insurance and, if applicable, reinsurance policies and other documentation issued by brokers, insurers, reinsurers and associations in connection with the Insurances and, if applicable, Reinsurances as soon as they are available after they have been placed or renewed and all insurance and, if applicable, reinsurance policies and other documents relating to the Insurances and, if applicable, Reinsurances shall be deposited with any Approved Brokers or (if not deposited with Approved Brokers) the Facility Agent or some other approved person. 25.14 Letters of undertaking Unless otherwise approved where the Facility Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances, the Facility Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market practice and law at the time of issue of such letter of undertaking) from the relevant brokers, insurers and associations. 25.15 Insurance Notices and Loss Payable clauses The interest of the Security Trustee as assignee of the Insurances shall be endorsed on all insurance policies and other documents by the incorporation of a Loss Payable clause and an Insurance Notice in respect of the Vessel and its Insurances signed by the Borrower and, unless otherwise approved, each other person assured under the relevant cover (other than the Security Trustee if it is itself an assured). 25.16 Insurance correspondence If so required by the Facility Agent, the Facility Agent shall promptly be provided with copies of all relevant written communications between the assureds and brokers, insurers and associations relating to any of the Insurances as soon as they are available. 91 25.17 Qualifications and exclusions All requirements applicable to the Insurances shall be complied with and the Insurances shall only be subject to generally accepted exclusions or qualifications. 25.18 Independent report At the request of the Facility Agent, the Insurance Advisor shall provide a detailed report giving their opinion on the adequacy of the Insurances and, if applicable, Reinsurances at no cost to the Facility Agent or (if the Facility Agent obtains such a report itself) the Borrower shall reimburse the Facility Agent for the cost of obtaining that report provided that, except if an Event of Default is continuing or there has been any material change or amendment to the Insurances and, if applicable, Reinsurances for which the Facility Agent requires such a report, a maximum of one report per year will be for the Borrower's account. 25.19 Collection of claims All documents and other information and all assistance required by the Facility Agent to assist it and/or the Security Trustee in trying to collect or recover any claims under the Insurances and/or, if applicable, Reinsurances shall be provided promptly. 25.20 Employment of Vessel The Vessel shall only be employed or operated in conformity with the terms of the Insurances (including any express or implied warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied). 25.21 Declarations and returns If any of the Insurances are on terms that require a declaration, certificate or other document to be made or filed before the Vessel sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required by those Insurances. 25.22 Application of recoveries All sums paid under the Insurances to anyone other than the Security Trustee shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged. 25.23 Settlement of claims Any claim under the Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior approval. 25.24 Prejudicial action The Borrower shall not take or omit to take any action which would, or would be reasonably likely to, prejudice the validity, enforceability, priority or effectiveness of, or lead to the revocation, avoidance, suspension, rescission or termination of, any of the Insurances or, if applicable, Reinsurances. 92 25.25 Change in insurance requirements If the Facility Agent gives notice to the Borrower to change the terms and requirements of this clause 25 (which the Facility Agent may only do, acting reasonably, as a result of changes of circumstances or practice after the date of this Agreement), this clause 25 shall be modified in the manner so notified by the Facility Agent on the date [*****] days after such notice from the Facility Agent is received. 26 Minimum Security Value 26.1 Undertaking to comply The Borrower undertakes that this clause 26 will be complied with throughout the Mortgage Period. 26.2 Valuation of assets For the purpose of the Finance Documents, the value at any time of the Vessel or any other asset over which additional security is provided under this clause 26 will be its value as most recently determined in accordance with this clause 26. 26.3 Valuation frequency The Borrower shall arrange for a valuation of the Vessel and each such other asset, as determined by Approved Valuers in accordance with this clause 26, to be provided to the Facility Agent: (a) from the date of this Agreement, on each anniversary of Final Acceptance until the end of the Facility Period; and (b) as often as may be reasonably required by the Facility Agent (acting on the instructions of the Majority Lenders), except if an Event of Default is continuing, in which case such valuation may be required by the Facility Agent at any time, in each case, evidencing that the Security Value is higher than the Minimum Value. 26.4 Expenses of valuation The Borrower shall bear, and reimburse to the Facility Agent where incurred by the Facility Agent, all reasonable and documented costs and expenses of providing a valuation annually or otherwise at any time after the occurrence of an Event of Default which is continuing. 26.5 Valuations procedure The value of the Vessel shall be determined by Approved Valuers in accordance with this clause 26. Additional security provided under this clause 26 shall be valued in such a way, on such a basis and by such persons (including the Facility Agent itself) as may be agreed in writing by the Borrower and the Facility Agent (on the instructions of the Majority Lenders). 26.6 Currency of valuation Valuations shall be provided by valuers in dollars or, if a valuer is of the view that the relevant type of vessel is generally bought and sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement it shall be converted
93 into dollars at the Facility Agent's spot rate of exchange for the purchase of dollars with that other currency as at the date to which the valuation relates. 26.7 Basis of valuation Each valuation made by an Approved Valuer addressed to the Facility Agent in its capacity as such and made by taking into account: (a) the Vessel and all installation, facilities and equipment on board for the purposes of the Project and owned by the Borrower; (b) any intellectual property rights in connection with paragraph (a) above; and (c) any rights arising out of and in connection with the value attached to the Project Documents, in particular the LOA. 26.8 Information required for valuation The Borrower shall promptly provide to the Facility Agent and any such valuer any information which they reasonably require for the purposes of providing such a valuation. 26.9 Approval of valuers All valuers must be Approved Valuers. 26.10 Appointment of valuers When a valuation is required for the purposes of this clause 26, the Borrower shall promptly appoint Approved Valuers to provide such a valuation. If the Borrower fails to do so promptly, the Facility Agent may appoint the Approved Valuers to provide the required valuations. 26.11 Number of valuers Each valuation shall be carried out by two Approved Valuers selected pursuant to clause 26.10 (Appointment of valuers). 26.12 Differences in valuations If valuations provided by individual valuers differ, the value of the Vessel for the purposes of the Finance Documents will be the mean average of those valuations. 26.13 Security shortfall If at any time the Security Value is less than the Minimum Value, the Facility Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrower require that such deficiency be remedied. The Borrower shall then within [*****] of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may: (i) procure one or more Letters of Credit from an Approved Issuer; and/or (ii) provide alternative security acceptable to the Facility Agent acting on the instructions of all of the Lenders or cash collateral; and/or 94 (iii) cancel part of the Facility under clause 7.3 (Voluntary cancellation) and/or prepay under clause 7.4 (Voluntary prepayment) (but on five (5) Business Days' notice instead of the period required by such clause) a corresponding amount of the Loan, provided that the aggregate amount under sub-paragraphs (i), (ii) and (iii) above is equal to or greater than the Minimum Value minus the Security Value at that time. (b) Any cancellation of part of the Facility pursuant to paragraph (a)(iii) above shall reduce the Total Commitments by the same amount. 26.14 Creation of additional security or cash collateral The value of any additional security or cash collateral which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when: (a) in the case of cash collateral, such cash has been received by the Facility Agent to the account notified to the Borrower in writing; (b) in the case of additional security: (i) that additional security, its value and the method of its valuation have been approved by all of the Lenders; (ii) a first ranking Security Interest over that security has been constituted in favour of the Security Trustee or (if appropriate) the Finance Parties in an approved form and manner; (iii) this Agreement has been unconditionally amended in such manner as the Facility Agent requires in consequence of that additional security being provided; and (iv) the Facility Agent, or its duly authorised representative, has received such documents and evidence as it may require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to that amendment and additional security and its execution and (if applicable) registration. 26.15 Release of additional security or cash collateral If: (a) after the Borrower has provided additional security or cash collateral in accordance with clause 26.14 (Creation of additional security or cash collateral), the Borrower provides a valuation in accordance with this clause 26 evidencing that the Security Value is higher than the Minimum Value, then the Security Trustee or, if cash collateral has been provided, the Facility Agent shall, at the written request and cost of the Borrower, release such additional security or cash collateral as soon as reasonably practicable, provided that no Potential Event of Default has occurred and is continuing or would result from, and that the Security Value would remain higher than the Minimum Value following, in each case, the release of such additional security or cash collateral; (b) on the Final Repayment Date, if the Facility Agent is holding a positive balance of cash collateral provided in accordance with clause 26.14 (Creation of additional security or cash 95 collateral), such balance shall be applied by the Facility Agent towards satisfaction of the outstanding Loan on the Final Repayment Date. 27 General Project Undertakings 27.1 Undertaking to comply The Borrower undertakes that this clause 27 will be complied with by the Obligors in relation to the Vessel and the LOA Documents throughout the Mortgage Period. 27.2 Project Documents (a) The Borrower shall, and shall procure that each other Obligor shall, duly and punctually perform, comply with and observe each of its respective obligations under each Project Document to which it is a party and use its reasonable endeavours to ensure that each other party to them performs their obligations under the Project Documents in each case to the extent that the failure to do so has or may reasonably be expected to have a Material Adverse Effect on any Obligor's ability to perform its obligations under the Project Documents. (b) The Borrower shall, and shall procure that each other Obligor shall, maintain and enforce its respective rights under the Project Documents in each case to the extent that failure to do so has or may reasonably be expected to have a Material Adverse Effect on any Obligor's ability to perform its obligations under the Project Documents. (c) If the Borrower and/or any other Obligor has the right to terminate a Project Document, the Borrower shall, and shall procure that any Obligor shall: (i) not exercise that right without the written consent of the Facility Agent; and (ii) exercise that right if so directed by the Facility Agent if an Event of Default is continuing. (d) The Borrower shall not (and shall procure that no other Obligor shall), without the prior written consent of the Facility Agent, permit or agree or consent to: (i) save as permitted under this Agreement, any material amendment or variation of, or waiver or release of a party's obligations or liabilities under, any Project Document or a Shareholder Loan Agreement; (ii) except as expressly required under the Finance Documents, the assignment or transfer of a Project Document, Environmental Licence or Project Authorisation by the Borrower; or (iii) except as expressly required or permitted under the Finance Documents, any party to a Project Document assigning or transferring that party's rights or obligations under that Project Document. 27.3 LOA Except with the approval of the Lenders: (a) the LOA Documents shall not be varied in any material respect, provided always that the Lessee Credit Support shall not be varied; 96 (b) there shall be no release by the Borrower of any obligation of any other person under the LOA Documents (including by way of novation or assignment), no waiver of any material breach of any such obligation and no consent to anything which would otherwise be such a breach; and (c) the Borrower shall not terminate or rescind any LOA Document or withdraw the Vessel from service under the LOA or take any similar action. 27.4 LOA performance The Borrower shall perform its obligations under the LOA Documents and use its reasonable commercial efforts to ensure that each other party to them performs their obligations under the LOA Documents. 27.5 Notice of assignment The Borrower shall give notice of assignment of the LOA Documents to the other parties to them in the form specified by the General Assignment on the date of the Mortgage, and shall ensure that the Facility Agent receives a copy of that notice acknowledged by each addressee in the form specified therein. 27.6 Information undertakings The Borrower shall deliver to the Facility Agent: (a) copies of material notices received by or on behalf of the Borrower or issued by or on behalf of the Borrower under any of the Project Documents and which have not previously been provided, promptly upon receipt or delivery of the same; (b) on a quarterly basis, in respect of the previous quarter details of any reduction in Normal Dayrate: (i) to Zero Capital Dayrate; or (ii) by way of the Owner becoming obliged to pay the Operating Element pursuant to clause 3.4(b) (Operator’s General Obligations) or clause 13.11 (Emissions and HSSE Performance) of the LOA; (c) upon becoming aware of the same, details of any FM Event (as defined in the LOA) that has been continuing for [*****] days and action being taken by the Lessee and/or the Borrower in respect of such FM Event; (d) upon becoming aware of the same, details of the Vessel being Requisitioned (as defined in clause 17.4 (Requisition of FLNG Facility) of the LOA) and action being taken by the Lessee and/or Borrower in respect of such event; (e) annually, within [*****] days of its approval by the Lessee, a copy of the Work Programme and Budget; (f) upon becoming aware of the same, details of any material breach by any party to a Project Document and action being taken by the Borrower and any other Obligor in respect of such breach; (g) promptly upon being aware of the same, payment made or to be made under any Lessee Credit Support; and
97 (h) any information relating to the Lessee or any of the Lessee Credit Support Providers as the Lenders may reasonably request and which is available to the Borrower or another Obligor and can be delivered without breach of any confidentiality undertaking. 27.7 Notification of certain events The Facility Agent shall promptly be notified of: (a) any damage to the Vessel where the cost of the resulting repairs may exceed the Major Casualty Amount; (b) any occurrence which may result in the Vessel becoming a Total Loss; (c) any requisition of the Vessel for hire; (d) any Environmental Claim being made against any Obligor (other than the Borrower and the Operator) and of any Environmental Incident which may give rise to such a claim, in each case, in relation to the Project or otherwise which might have a Material Adverse Effect, and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim; (e) any material Environmental Claim being made against the Borrower, the Operator or the Vessel and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim; (f) any withdrawal or threat to withdraw: (i) any Environmental Licence or Project Authorisation; or (ii) other Authorisation or applicable operating certificate which might have a Material Adverse Effect; (g) at the written request of the Facility Agent, the issue of any operating certificate required under any applicable law, regulation or code in respect of the Vessel; (h) the receipt of notification that any application for such a certificate has been refused; (i) any requirement or material recommendation made in relation to the Vessel by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and (j) any arrest or detention of the Vessel or any exercise or non-frivolous purported exercise of a lien or other claim on the Vessel or its Earnings or Insurances. 27.8 Payment of Earnings All Earnings which the Borrower is entitled to receive under the LOA Documents shall be paid in the manner required by this Agreement and the Security Documents. 98 28 Accounts 28.1 Undertaking to comply The Borrower undertakes that this clause 28 will be complied with by itself and, in relation to clause 28.8 (Operator Account), the Operator, throughout the Facility Period. 28.2 General undertakings The Borrower will: (a) open each of the Accounts with the Account Bank (and each other account as may from time to time be requested by the Borrower and approved by the Facility Agent) and, in connection therewith, will from time to time complete all know your customer and other returns necessary for such process, if any; (b) charge or pledge each of the Accounts to the Security Trustee; (c) maintain each of the Accounts with the Account Bank; (d) withdraw any moneys from any Account in accordance with the provisions of this clause 28; (e) procure that the Operator Account be maintained and used in accordance with the terms of the Project Documents only; (f) direct the Operator to pay to the Earnings Account any amounts the Operator reimburses or repays to the Borrower; and (g) not request or make a withdrawal of any moneys from any Account without the prior written consent of the Facility Agent if: (i) an Event of Default has occurred and is continuing or a Potential Event of Default would occur as a result (wholly or partly) of such withdrawal and (in either case) the Facility Agent has notified the Borrower and the Account Bank that no such withdrawal will be permitted; or (ii) such Account is overdrawn or would become overdrawn as a result of such withdrawal. 28.3 Payment of Earnings and Operating Element With effect from the date hereof, the Borrower shall: (a) pay and direct that the Lessee and any other relevant person shall pay; (i) all Capital Element and other Earnings payable to the Borrower in respect of the Vessel to the Earnings Account in dollars; and (ii) all Operating Element, and any other sums payable to the Operator under the LOA, into the Operator Account, in accordance with the LOA; (b) pay or procure the payment of all compensation from time to time during the Facility Period received in respect of any requisition of the Vessel for hire into the Earnings Account; 99 (c) direct the Hedging Banks to pay any moneys received or receivable from the Hedging Banks under or pursuant to the Hedging Agreement into the Earnings Account and provided that any Hedging Banks who are party to this Agreement shall be deemed to have received (and agreed to) such direction; (d) permit the Security Trustee and the Facility Agent to apply all Earnings in respect of the Vessel in accordance with the General Assignment and/or in accordance with this clause 28; (e) pay all other Receivables payable to it or procure that such proceeds are paid into the Earnings Account, for application in accordance with this Agreement and/or the General Assignment (other than Sale Proceeds, which shall be applied in accordance with clause 7.7 (Sale of Vessel)); and (f) pay all Insurance Proceeds and Liability Insurance Proceeds in respect of the Vessel, received by it whether greater or less than the Major Casualty Amount, or procure that such proceeds are paid, in the manner contemplated in clause 28.7 (Insurance Proceeds Account). 28.4 Currency If any money credited to any of the dollar denominated Accounts is denominated in a currency other than (a) dollars or (b) currencies that are not freely convertible as determined by the relevant authorities and/or the Account Bank from time to time, the Account Bank shall convert the amount received into dollars at the rate of exchange then prevailing in the market in accordance with the Account Bank's normal operating practices and shall credit the proceeds of such conversion to the relevant Account. Any incidental costs of making such conversion in accordance with this clause shall be borne by the Borrower. 28.5 Earnings Account Subject to no Event of Default being continuing at that time and no Potential Event of Default would result from doing so, the Borrower shall be free to make withdrawals from the Earnings Account in its ordinary course of business or as provided for in, or as permitted by, the Transaction Documents and arrangements entered into as a result thereof and each other document required to be executed and delivered by it in accordance with the provisions hereof or thereof, including for the avoidance of doubt to make distribution permitted pursuant to clause 29.16 (Distributions and other payments). 28.6 Debt Service Reserve Account (a) The Borrower shall maintain a Balance of an amount not less than the Debt Service Reserve on the Debt Service Reserve Account at all times during the Facility Period. (b) At any time (unless a Potential Event of Default shall have occurred at such time and be continuing), the Borrower shall be entitled to withdraw moneys standing to the credit of the Debt Service Reserve Account provided that the Balance credited to the Debt Service Reserve Account is greater than the Debt Service Reserve. The amount available to be withdrawn shall be such amount that ensures after such withdrawal the Balance credited to the Debt Service Reserve Account is greater than the Debt Service Reserve. 100 28.7 Insurance Proceeds (a) The Borrower shall ensure that all Insurance Proceeds shall be paid into the Earnings Account. (b) Prior to the occurrence of an Event of Default which is continuing, all Insurance Proceeds from time to time received by the Borrower, the Security Trustee or an Account Bank during the Facility Period shall (after providing for any Losses ranking by law in priority to the Secured Obligations) be applied as follows: (i) if those Insurance Proceeds are in an amount less than the Major Casualty Amount, the Borrower shall use such Insurance Proceeds in repairing or replacing such asset or property and/or discharging the liability in respect of which they have been paid except to the extent that the repairs or replacement are unnecessary for continued operation or have already been paid for and/or the liability already discharged or those Insurance Proceeds exceed the cost of repair in which case such excess Insurance Proceeds shall if a Termination Date has occurred be applied in accordance with clause 28.10 (Application after Termination Date); (ii) if those Insurance Proceeds are in an amount equal to or exceeding the Major Casualty Amount: (A) subject to the Lessee requiring the Vessel to continue operations under and in accordance with the LOA, an amount equal to those Insurance Proceeds shall be paid: (1) to the Borrower (to such account as is advised by the Borrower), following receipt by the Facility Agent from the Borrower of evidence satisfactory to the Facility Agent that the relevant damage or loss has been properly made good and repaired and that all repair accounts and other liabilities whatsoever in connection with that damage or loss have been fully paid and discharged by the Borrower; or (2) to the persons or person effecting the repairs to the Vessel on account of those repairs in the course of those repairs being effected (if staged payments for such repairs are required) or after those repairs have been effected (in all other circumstances); and (B) those Insurance Proceeds that are not applied as contemplated by paragraph (A) above shall be paid into the Earnings Account for application in accordance with clause 28.10 (Application after Termination Date). (c) All amounts of Liability Insurance Proceeds from time to time received by the Borrower, the Security Trustee or the Account Bank during the Facility Period shall be paid to the person who incurred the liability or who suffered the damage to which those Liability Insurance Proceeds relate or, where that liability has been satisfied, to the person who has satisfied that liability, in reimbursement to that person of the monies expended by it in satisfaction of that liability, in each case and to the extent applicable, following the receipt by the Security Trustee from the Borrower of evidence satisfactory to the Security Trustee acting reasonably that the relevant liability or damage was incurred or suffered or, as the case may be, that the relevant liability has been satisfied.
101 (d) All amounts of Loss of Hire Insurance Proceeds from time to time received by the Borrower, the Security Trustee or the Account Bank during the Facility Period shall be paid into the Earnings Account. (e) Following the occurrence of an Event of Default which is continuing, all amounts of Insurance Proceeds and/or Liability Insurance Proceeds from time to time received or held by the Security Trustee or the Account Bank shall be applied in accordance with clause 28.10 (Application after Termination Date). 28.8 Operator Account (a) The Operator shall hold an account with a bank notified to the Facility Agent which is designated as the Operator Account for the purposes of the Finance Documents. (b) The Operator shall pay and direct that the Lessee and any other relevant person shall pay all of the Operating Element, including all sums payable to the Operator under the LOA, into the Operator Account, in accordance with the LOA. (c) Money may only be withdrawn by the Operator from the Operator Account to pay actual Operating Expenses payable or reimbursable by the Lessee and which are incurred in performing the operating services in accordance with the LOA or to reimburse the Lessee in accordance with the terms of the LOA. 28.9 Application after Termination Date Upon and following a Termination Date, the Facility Agent will apply the proceeds of realisation of any Security Interest, including any Balance on each Account, any Insurance Proceeds and/or Liability Insurance Proceeds and any other moneys received under or pursuant to the Finance Documents (after providing for all costs, charges, expenses and liabilities and other payments ranking in priority to the Secured Obligations) in accordance with clause 38.1 (Order of application). 28.10 Other provisions (a) An Account may only be designated for the purposes described in this clause 28 if: (i) such designation is made in writing by the Facility Agent and acknowledged by the Borrower and specifies the name and address of the Account Bank and the number and any designation or other reference attributed to the Account; (ii) an Account Security has been duly executed and delivered by the Borrower in favour of the Security Trustee (and any other Finance Party required by the Facility Agent); (iii) any notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the relevant Account Security; and (iv) the Facility Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3 (Conditions Precedent) in relation to the Account and the relevant Account Security. (b) The rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the Borrower and an Account Bank. 102 (c) If an Account is a fixed term deposit account, the Borrower may select the terms of deposits until the relevant Account Security has become enforceable and the Security Trustee directs otherwise. (d) The Borrower shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of this clause 28 or waive any of its rights in relation to an Account. (e) The Borrower shall deposit with the Security Trustee all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Trustee of any claim or notice relating to an Account from any other party and provide the Facility Agent with any other information it may request concerning any Account. (f) Each of the Facility Agent and the Security Trustee agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that Account in a manner adverse to the rights of the other Finance Parties. 29 Business Restrictions 29.1 Undertaking to comply The Borrower undertakes that this clause 29 will be complied with throughout the Facility Period. 29.2 General negative pledge The Borrower and the Operator shall not permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for: (a) those granted or expressed to be granted by any of the Security Documents; and (b) Permitted Security Interests. 29.3 Transactions similar to security (a) Without prejudice to clauses 29.4 (Financial Indebtedness) and 29.9 (Disposals), the Borrower and the Operator shall not: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to, or re-acquired by, an Obligor, a Shareholder or any member of the Group; (ii) sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 103 29.4 Financial Indebtedness (a) The Borrower shall not incur or permit to exist any Financial Indebtedness owed by it to anyone else except Permitted Financial Indebtedness. (b) The Operator shall not incur or permit to exist any Financial Indebtedness owed by it to anyone else except: (i) in the ordinary course of its business up to an aggregate amount of [*****]; or (ii) as fully subordinated loans by the Shareholders or the Borrower. 29.5 Guarantees The Borrower and the Operator shall not give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except pursuant to the Guarantee or otherwise by the Guarantor or by the Owner Credit Support Providers in respect of the Transaction Documents. 29.6 Loans and credit Neither the Borrower nor the Operator shall be a creditor in respect of any Financial Indebtedness, except: (a) in the ordinary course of their business up to an aggregate amount of [*****]; and (b) Financial Indebtedness incurred under Shareholder Loans and other unsecured intercompany receivables owing between Obligors that are in each case subject to a Subordination Deed. 29.7 Bank accounts, operating leases and other financial transactions Neither the Borrower nor the Operator shall: (a) maintain any current or deposit account with a bank or financial institution except for: (i) the Accounts; (ii) in the case of the Operator, the Operator Account; (iii) any local currency account required to operate its business, and the deposit of money, operation of current accounts and the conduct of electronic banking operations through the Account, or in the case of the Operator, the Operator Account; and (iv) any account opened in connection with and as permitted by the terms of the Existing Facility Agreement, provided such account(s) are closed within six (6) Months of the date of this Agreement; (b) hold cash in any account (other than the accounts permitted under paragraph (a) above) over or in respect of which any set-off, combination of accounts, netting or Security Interest exists; (c) enter into any obligations under operating leases relating to assets; or 104 (d) be party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this clause 29. 29.8 Other obligations and/or business Neither the Borrower nor the Operator shall: (a) enter into any contract or agreement with any person and will not otherwise create, undertake, assume or incur any obligation or liability whatsoever to any person other than in its ordinary course of business or as provided for in, or as permitted by, the Transaction Documents and arrangements entered into as a result thereof and each other document required to be executed and delivered by it in accordance with the provisions hereof or thereof; or (b) undertake or become involved in any business whatsoever other than as contemplated by the Transaction Documents without the prior written approval of the Lenders. 29.9 Disposals Except pursuant to, and in accordance with, the Finance Documents, the Borrower and the Operator shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of any asset. 29.10 Contracts and arrangements with Affiliates The Borrower and the Operator shall not be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm's length basis and has been notified in advance to the Facility Agent. 29.11 Subsidiaries The Borrower and the Operator shall not establish or acquire a company or other entity other than, in respect of the Borrower, the Operator. 29.12 Acquisitions and investments The Borrower and the Operator shall not acquire any person, business, assets or liabilities or make any investment in any person or business or undertaking or enter into any joint-venture arrangement except: (a) in relation to the Vessel; (b) acquisitions of assets in the ordinary course of business (not being new businesses or vessels); or (c) pursuant to any Finance Documents or the LOA Documents. 29.13 Reduction of capital The Borrower and the Operator shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.
105 29.14 Increase in capital The Borrower and the Operator shall not issue shares or other equity interests to anyone other than in accordance with the Shareholder Agreement and the Share Security Agreement. 29.15 Change in ownership The Operator shall not change or permit any change in the percentage shareholding held by the Borrower in the Operator without the prior written consent of the Facility Agent. 29.16 Distributions and other payments The Borrower shall not, if an Event of Default is continuing at that time or if a Potential Event of Default would result from doing so: (a) declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend, charge, fee or other distribution (or interest on any unpaid 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) or any warrants for the time being in issue; (b) repay or distribute any dividend or share premium reserve; (c) pay any management, advisory or other fee to or to the order of any of the Shareholders; (d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or (e) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument. 30 Hedging Agreements 30.1 Undertaking to comply The Borrower undertakes that this clause 30 will be complied with throughout the Facility Period. 30.2 Hedging (a) The Borrower shall enter into and maintain at all times Hedging Transactions which provide for protection against adverse movements in interest rates for an aggregate notional principal amount that is equal to at all times during the Facility Period, at least [*****]. but no more than 100 per cent. (100%) of the Loan. (b) The Hedging Transactions contemplated by paragraph (a) above shall collectively: (i) provide for the Borrower to pay a fixed rate of interest in respect of the relevant notional amount; (ii) match the repayment profile of the Loan; and (iii) provide for the Hedging Bank to pay a floating rate of interest in respect of the relevant notional amount that matches the floating rate of interest under the Loan. 106 (c) Each Original Hedging Bank shall have the option (but not an obligation) to provide hedging in the form of Hedging Transactions to hedge up to the Relevant Hedging Amount. (d) The Borrower shall ensure that each due date for value in respect of each such Hedging Transaction shall coincide with each date on which interest is payable under clause 9.2 (Payment of interest). (e) The Borrower shall, promptly upon entry into any Hedging Transaction as evidenced by the relevant Confirmation, deliver to the Facility Agent an original or certified copy of such Confirmation. (f) Other than Hedging Transactions which meet the requirements of paragraphs (a) to (e) above or are entered into for non-speculative purposes, the Borrower shall not enter into Treasury Transactions. 30.3 Unwinding of Hedging Agreements If, at any time, and whether as a result of any prepayment (in whole or in part) of the Loan or any cancellation (in whole or in part) of any Commitment or otherwise, the aggregate notional amount under all Hedging Transactions in respect of the Loan exceeds or will exceed 100% of the amount of the Loan outstanding at that time after such prepayment or cancellation, then the Borrower shall or the relevant Hedging Bank may immediately close out and terminate the portion of Hedging Transactions as are necessary to ensure that the aggregate notional amount under the remaining Hedging Transactions complies with the requirements set out in clause 30.2 (Hedging). Each such close out and termination shall be applied pro rata amongst each of the Hedging Banks. Any designation of an Early Termination Date (as defined in the 2002 ISDA Master Agreement) under a Hedging Agreement shall only relate to a portion of the Hedging Transactions reflecting the amount prepaid or cancelled multiplied by a fraction, the numerator of which is the notional amount under such Hedging Agreement (prior to such prepayment or cancellation) and the denominator of which is the aggregate of the notional amounts under all Hedging Agreements (prior to such prepayment or cancellation). 30.4 Variations Except with approval of the Facility Agent or as required by clause 30.3 (Unwinding of Hedging Agreements), any Hedging Agreement and the Hedging Agreements shall not be varied, except where such amendment, supplement, extension of waiver: (a) is administrative or mechanical in nature or corrects a manifest or proven error; (b) arises directly as a result of the operation of: (i) clause 30.3 (Unwinding of Hedging Agreements); or (ii) any provisions in definitions published by ISDA and incorporated into any confirmations or transactions which form part of any Hedging Agreement as to fallbacks applying in respect of the Floating Rate Option (as defined in the Hedging Agreement); or (c) is required in order for such Hedging Agreement or either party thereto to comply with any applicable law or regulation, including without limitation, in the form of any adherence letter, amendment agreement or protocol, in each case published by the International Swaps and Derivatives Association, Inc., entered into for the purposes of compliance with (without limitation): 107 (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementation or adoption of any law, regulation or rule related thereto and any formal or informal technical guidelines and regulatory technical standards, further regulations, official guidance or official rules or procedures with respect thereto; or (ii) Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (as amended, modified and/or restated from time to time) (including, in addition, as it forms part of the domestic law of the United Kingdom) or any secondary legislation, regulation or laws or similar derivatives regulation, legislation or law enacted or promulgated from time to time (and this prohibition shall be set out in full in the Hedging Agreements), provided that, in each case, such amendment, supplement, extension or waiver (as applicable) does not result in a breach of this Agreement. 30.5 Releases and waivers There shall be no release by the Borrower of any obligation of any other person under the Hedging Agreements (including by way of novation), no waiver of any breach of any such obligation and no consent to anything which would otherwise be such a breach. 30.6 Assignment of Hedging Agreements by Borrower Except pursuant to the Hedging Agreement, the Borrower shall not assign or otherwise dispose of its rights under any Hedging Agreement. 30.7 Termination of Hedging Agreements by Borrower The Borrower shall not terminate or rescind any Hedging Agreement or close out or unwind any Hedging Transaction except in accordance with the Hedging Agreement or in accordance with clause 30.3 (Unwinding of Hedging Agreements) for any reason whatsoever. 30.8 Performance of Hedging Agreements by Borrower The Borrower shall perform its obligations under the Hedging Agreements and use its best endeavours to procure that each Hedging Bank shall perform its obligations under the Hedging Agreements to which it is party. 30.9 Information concerning Hedging Agreements The Borrower shall provide the Facility Agent with any information it may request concerning any Hedging Agreement, including all reasonable information, accounts and records that may be necessary or of assistance to enable the Facility Agent to verify the amounts of all payments and any other amounts payable under the Hedging Agreements. 108 31 Events of Default Each of the events or circumstances set out in this clause 31 (except clause 31.27 (Acceleration)) is an Event of Default. 31.1 Non-payment An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless: (a) its failure to pay is caused by administrative or technical error; and payment is made within [*****] of its due date. 31.2 Hedging Agreements (a) An Event of Default (as defined in any Hedging Agreement) has occurred and is continuing under any Hedging Agreement. (b) An Early Termination Date (as defined in any Hedging Agreement) has occurred or been or become capable of being effectively designated under any Hedging Agreement. (c) A person entitled to do so gives notice of such an Early Termination Date (as defined in any Hedging Agreement) under any Hedging Agreement except as may be required by clause 30.3 (Unwinding of Hedging Agreements). (d) Any Hedging Agreement is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except as may be required by clause 30.3 (Unwinding of Hedging Agreements). (e) A permitted close out of a Hedging Agreement pursuant to clause 32.4 (Close out of Hedging Agreements) shall not constitute an Event of Default for the purposes of this clause. 31.3 Financial covenants The Borrower or any other Obligor does not comply with clause 21 (Financial covenants). 31.4 Value of security The Borrower does not comply with clause 26 (Minimum security value). 31.5 Insurance (a) The Insurances of the Vessel are not placed and kept in force by the Borrower, the Original Vessel Manager or the Operator (as applicable) in the manner required by clause 25 (Insurance). (b) Any insurer either: (i) cancels any such Insurances; or (ii) disclaims liability under them by reason of any mis-statement or failure or default by any person.
109 31.6 Other obligations (a) An Obligor or Shareholder does not comply with any provision of the Finance Documents (other than those referred to in clause 31.1 (Non-payment), clause 31.2 (Hedging Agreements), clause 31.3 (Financial covenants), clause 31.4 (Value of security), clause 31.5 (Insurance), clause 31.20 (Sanctions), clause 31.21 (Anti-bribery, anti-corruption and anti-money laundering laws and regulations) and clause 31.22 (Use of proceeds and business integrity)). No Event of Default under paragraph (a) above will occur if the Facility Agent considers that the failure to comply is capable of remedy and the failure is remedied within [*****] of the earlier of: (i) the Facility Agent giving notice to the Borrower; and (ii) the Borrower, any other Obligor or a Shareholder becoming aware of the failure to comply. 31.7 Misrepresentation Any representation or statement made or deemed to be made by an Obligor or a Shareholder in the Finance Documents or any other document delivered by or on behalf of any Obligor or Shareholder under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made. 31.8 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 that Obligor as a result of an event of default (however described). (d) The counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described). (e) Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of that Obligor due and payable prior to its specified maturity as a result of an event of default (however described). (f) No Event of Default will occur under this clause 31.8 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (e) above is less than [*****] (or its equivalent in any other currency or currencies). 31.9 Insolvency (a) An Obligor or Shareholder: (i) is unable or admits inability to pay its debts as they fall due; (ii) is deemed to, or is declared to, be unable to pay its debts under applicable law; 110 (iii) suspends or threatens to suspend making payments on any of its debts; or (iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness. (b) The value of the assets of any Obligor or Shareholder is less than its liabilities (taking into account contingent and prospective liabilities). (c) A moratorium is declared in respect of any indebtedness of any Obligor or Shareholder. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium. 31.10 Insolvency proceedings (a) Any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or Shareholder; (ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor or Shareholder; (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor or Shareholder or any of its assets (including the directors of any Obligor or Shareholder requesting a person to appoint any such officer in relation to it or any of its assets); or (iv) enforcement of any Security Interest over all or substantially all of the assets of any Obligor or Shareholder, or any analogous procedure or step is taken in any jurisdiction. Paragraph (a) above shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or dismissed within [*****] of commencement or, if earlier, the date on which it is advertised. 31.11 Creditors' process Any expropriation, attachment, sequestration, distress, execution or any other analogous process or enforcement action (including enforcement by a landlord) affects any asset or assets of any Obligor or Shareholder and is not discharged within [*****]. Any judgment or order is made against any Obligor or Shareholder and is not stayed or complied with within [*****]. (a) In respect of the Guarantor only, no Event of Default under paragraphs (a) or (b) above will occur if the aggregate value of such asset or assets subject to such expropriation, attachment, sequestration, distress, execution or any other analogous process or enforcement action and the amount of such judgement or order is less than [*****] (or its equivalent in other currencies). 111 31.12 Unlawfulness and invalidity (a) It is or becomes unlawful for an Obligor or Shareholder to perform any of its obligations under the Finance Documents or any Transaction Security ceases to be effective. (b) Any obligation or obligations of any Obligor or Shareholder under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Any Finance Document or any Transaction Security ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective for any reason. (d) Any Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority of such security is adversely affected. 31.13 Cessation of business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business. 31.14 Repudiation and rescission of Finance Documents An Obligor or Shareholder rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security. 31.15 Material Adverse Effect Any event or circumstance (including any Environmental Incident or any change of law) occurs which the Majority Lenders reasonably believe has, or is reasonably likely to have, a Material Adverse Effect. 31.16 Security enforceable Any Security Interest (other than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable. 31.17 Arrest of Vessel The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (which does not constitute a Total Loss or a mandatory prepayment event pursuant to clause 7.8(a)(ii)) and the Borrower fails to procure the release of the Vessel (as applicable) within a period of [*****] thereafter (or such longer period as may be approved). 31.18 Ship registration The registration of the Vessel under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed. 112 31.19 Political risk (a) Either: (1) the Flag State or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war; or (2) there is a seizure of power in the Flag State or any such Relevant Jurisdiction by unconstitutional means and (in either such case) in the reasonable opinion of the Facility Agent such event or circumstance, has or is reasonably likely to have, a Material Adverse Effect. (b) No Event of Default under paragraph (a) above will occur if: (i) in the reasonable opinion of the Facility Agent it is practicable for action to be taken by the Borrower to prevent the relevant event or circumstance having a Material Adverse Effect; and (ii) the Borrower takes such action to the Facility Agent's satisfaction within [*****] of notice from the Facility Agent (specifying the relevant action to be taken) to do so. 31.20 Sanctions Any Obligor or Shareholder breaches clause 19.31 (Sanctions) or 22.7 (Sanctions and lawful use). 31.21 Anti-bribery, anti-corruption and anti-money laundering laws and regulations The failure of any Obligor to comply with any applicable Anti-Money Laundering Laws or any applicable Anti-Corruption Laws or Anti-Terrorism Finance Laws, including a failure to comply with clause 22.6 (Anti-Corruption and Anti-Terrorism Finance Laws). 31.22 Use of proceeds and business integrity The failure of any Obligor to comply with clause 22.2 (Use of proceeds) and/or clause 22.4 (Business integrity). 31.23 Environmental (a) There is an Environmental Incident and the Vessel is arrested or attached in connection with such Environmental Incident and not released within a period of ninety (90) days. (b) The Borrower, the Operator or a Vessel Manager breaches any material Environmental Laws in connection with the Project or the Vessel. 31.24 Abandonment of the Project or the Vessel The Project or the Vessel is abandoned by the Borrower or any other Obligor or the operations of the Vessel suffer permanent cessation and in each case the same cannot be remedied to the satisfaction of the Lenders. 31.25 Project Documents (a) Any event of default or any other material breach occurs by any Obligor under any Project Document.
113 Any Project Document becomes unlawful or unenforceable for any reason and the Borrower fails to make alternative arrangements satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) within [*****] of notice from the Facility Agent. (b) Any Obligor or Shareholder repudiates or rescinds any Project Document or any Project Document is cancelled, terminated, suspended, varied or amended in breach of this Agreement. (c) No Event of Default shall occur under paragraphs (b) and (c) above in relation to any Project Document (other than the LOA Documents and the Operating Services Agreement) if the Facility Agent agrees that such Project Document is no longer required or desirable for the purpose of the Project and failure to make such alternative arrangements is not reasonably likely to have a Material Adverse Effect. 31.26 Litigation (a) Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Obligor or its assets which: (i) in the case of the Borrower, Operator or any Vessel Manager, have, or has, or are, or is, reasonably likely to have a Material Adverse Effect; or (ii) in the case of the Guarantor, the aggregate value of such litigation, arbitration or administrative proceedings or investigations exceeds [*****] (or its equivalent in other currencies). (b) Paragraph (a) above shall not apply to any Payment Dispute (as defined in clause 7.8(a)(viii) (LOA and Lessee Credit Support)), to which such clause shall apply. 31.27 Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower: (a) declare that no withdrawals be made from any Account; (b) cancel the Total Commitments at which time they shall immediately be cancelled; (c) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; (d) declare that all or part of the Loan be payable on demand, at which time it shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or (e) exercise or direct the Security Trustee and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents. 114 32 Position of Hedging Bank 32.1 Rights of Hedging Bank Each Hedging Bank is a Finance Party and, as such, will be entitled to share in the Transaction Security in respect of any liabilities of the Borrower under the Hedging Agreements with such Hedging Bank in the manner and to the extent contemplated by the Finance Documents. 32.2 No voting rights No Hedging Bank shall be entitled to vote on any matter where a decision of the Lenders alone is required under this Agreement, whether before or after the termination or close out of the Hedging Agreements with such Hedging Bank, provided that each Hedging Bank shall be entitled to vote on any matter where a decision of all the Finance Parties is expressly required. 32.3 Acceleration and enforcement of security Neither the Facility Agent nor the Security Trustee nor any other beneficiary of the Security Documents shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to clause 31 (Events of Default) or pursuant to the other Finance Documents, to have any regard to the requirements or interests of the Hedging Bank except to the extent that the relevant Hedging Bank is also a Lender. 32.4 Close out of Hedging Agreements (a) At any time on and after any Event of Default which is continuing, the Facility Agent (acting on the instructions of the Majority Lenders) shall, by notice in writing to a Hedging Bank, instruct such Hedging Bank to terminate and close out the relevant Hedging Transactions (or part thereof) (if any). Following receipt of such instructions, the relevant Hedging Bank will (and shall be entitled to) terminate and close out the relevant Hedging Transactions (or parts thereof) and/or the relevant Hedging Agreements in accordance with such notice immediately upon receipt of such notice. (b) No Hedging Bank shall be entitled to terminate or close out any Hedging Agreement or any Hedging Transaction under it prior to its stated maturity except: (i) in accordance with a notice served by the Facility Agent under paragraph (a) above; or (ii) if an Event of Default has occurred under clause 31.9 (Insolvency) or clause 31.10 (Insolvency proceedings) or clause 31.11 (Creditors' process); or (iii) if the Borrower has not paid amounts due under any Hedging Agreement and/or any Hedging Transaction and such amounts remain unpaid for three (3) Business Days after the due date for payment pursuant to and in accordance with the relevant Hedging Agreement; or (iv) if the Facility Agent takes any action under clause 31.27 (Acceleration); or (v) if the Loan has been paid, repaid, prepaid (including by way of refinancing) by the Borrower in full; or (vi) to the extent that termination is necessary to comply with clause 30.3 (Unwinding of Hedging Agreements) of this Agreement; or 115 (vii) if, following the occurrence of any Swap Regulatory Event, Illegality, Tax Event, Tax Event Upon Merger and Force Majeure Event (as each such expression is defined in the Hedging Agreements), the relevant Hedging Bank is entitled to terminate or close out the relevant Hedging Transaction pursuant to the relevant Hedging Agreement; or (viii) if such Hedging Bank (or such Hedging Bank’s Affiliate) ceases to be a Lender pursuant to and in accordance with clauses 7.1 (Illegality), 7.2 (Change of control), 7.5 (Right of cancellation and prepayment in relation to a single Lender) or 7.9 (Sanctions and the EU Blocking Regulation); or (ix) with the consent of the Facility Agent. (c) If there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging Agreement upon its termination and close out, the relevant Hedging Bank shall forthwith pay that net amount (together with interest earned on such amount) to the Security Trustee for application in accordance with clause 38.1 (Order of application). 32.5 Change of Hedging Bank A Hedging Bank may (in accordance with the terms of the relevant Hedging Agreement and subject to any consent required under that Hedging Agreement) transfer any of its rights or obligations in respect of the Hedging Agreements to which it is a party if any transferee has (if not already a Party as a Hedging Bank) acceded to this Agreement as a Hedging Bank pursuant to clause 33.9 (Accession of Hedging Banks). 116 Section 8 Changes to parties 33 Changes to the Lenders 33.1 Assignments and transfers by the Lenders Subject to this clause 33, a Lender (the Existing Lender) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, in whole or in part, under any Finance Document to another bank or financial institution or any trust, fund, insurance or reinsurance company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other assets (excluding hedge funds) (a New Lender). 33.2 Conditions of assignment or transfer (a) An Existing Lender must consult with the Borrower for at least five (5) Business Days before it may make an assignment or transfer in accordance with clause 33.1 unless the assignment or transfer is: (i) to another Lender or an Affiliate of any Lender; (ii) to a fund which is a Related Fund of that Existing Lender; or (iii) made at a time when an Event of Default is continuing. (b) Where an Event of Default has occurred and is continuing, each Lender may transfer its commitment, in part or in whole, to any other bank or financial institution or any trust, fund, insurance or reinsurance company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other assets, whether or not such transfer will result in additional costs to the Borrower. (c) An assignment or transfer will only be effective: (i) in the case of an assignment, on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender or, in the case of a transfer, if the procedure set out in clause 33.6 (Procedure for assignment and transfer) is complied with; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) on the performance by the Facility Agent of all necessary know your customer or similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender,
117 the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) if that Existing Lender assigns or transfers equal fractions of its Commitment and participation in the Loan and the Utilisation under the Facility. (d) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 13 (Tax Gross-Up and Indemnities) or clause 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under such clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of any Facility. 33.3 Fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of [*****] and shall, promptly on demand, pay the Facility Agent and the Security Trustee the amount of: (a) all costs and expenses (including legal fees) reasonably incurred by the Facility Agent or the Security Trustee in connection with any such transfer or assignment; and (b) any cost, loss or liability the Facility Agent or the Security Trustee incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any such transfer or assignment. 33.4 Transfer costs and expenses relating to security The New Lender shall, promptly on demand, pay the Facility Agent and the Security Trustee the amount of: (a) all costs and expenses (including legal fees) reasonably incurred by the Facility Agent or the Security Trustee to facilitate the accession by the New Lender to, or assignment or transfer to the New Lender of, any Security Document and/or the benefit of any Security Document and any appropriate registration of any such accession or assignment or transfer; and 118 (b) any cost, loss or liability the Facility Agent or the Security Trustee incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any such accession, assignment or transfer. 33.5 Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor or any other person of its obligations under the Finance Documents or any other documents; (iv) the application of any Basel Regulation to the transactions contemplated by the Finance Documents; or (v) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. (b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of: (A) the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement; and (B) the application of any Basel Regulation to the transactions contemplated by the Finance Documents; and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; (ii) will continue to make its own independent appraisal of the application of any Basel Regulation to the transactions contemplated by the Finance Documents; and (iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-assignment or re-transfer from a New Lender of any of the rights and obligations transferred or assigned under this clause 33; or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Transaction Document 119 or by reason of the application of any Basel Regulation to the transactions contemplated by the Transaction Documents or otherwise. 33.6 Procedure for transfer (a) Subject to the conditions set out in clause 33.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (d) below when: (i) the Facility Agent executes an otherwise duly completed Transfer Certificate (which shall be delivered to the Facility Agent five (5) Business Days before the Transfer Date); and (ii) the Facility Agent executes any document required under clause 33.2(d) (Conditions of assignment or transfer) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document. (b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) The Obligors who are Parties and the other Finance Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate on their behalf without any consultation with them. (d) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under this Agreement, each of the Obligors who are Parties and the Existing Lender shall be released from further obligations towards one another under this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the Discharged Rights and Obligations); (ii) each of the Obligors who are a Party and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the other Finance Parties and the New Lender shall acquire the same rights and assume the same obligations between themselves under this Agreement as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under this Agreement; and 120 (iv) the New Lender shall become a Party as a Lender. (e) Lenders may utilise procedures other than those set out in this clause 33.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with this clause 33.6 to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender), provided that they comply with the conditions set out in clause 33.2 (Conditions of assignment or transfer). 33.7 Copy of Transfer Certificate to Borrower The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and any other document required under clause 33.2(d) (Conditions of assignment or transfer), send a copy of that Transfer Certificate and such other documents to the Borrower. 33.8 Security over Lenders' rights In addition to the other rights provided to Lenders under this clause 33, each Lender may, without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: (a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and (b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or other Security Interest shall: (i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security Interest for the Lender as a party to any of the Finance Documents; or (ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents. 33.9 Accession of Hedging Banks If a party which is not an Original Hedging Bank enters into a Hedging Agreement, with effect from the date of acceptance by the Security Trustee and by the Facility Agent of a Hedging Bank Accession Undertaking duly executed and delivered to the Facility Agent by the acceding party or, if later, the date specified in that Hedging Bank Accession Undertaking, the new Hedging Bank shall assume the same obligations, and become entitled to the same rights, as if it had been an original Party in its capacity as a Hedging Bank. 34 Changes to the Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
121 Section 9 The Finance Parties 35 Roles of Facility Agent, Security Trustee and Mandated Lead Arrangers 35.1 Appointment of the Facility Agent Each other Finance Party (other than the Security Trustee) appoints the Facility Agent to act as its agent and security trustee under and in connection with the Finance Documents. 35.2 Security Trustee as trustee The Security Trustee declares that it holds the Secured Property on trust for itself and the other Finance Parties on the terms contained in this Agreement. 35.3 Authorisation of Facility Agent and Security Trustee Each of the Finance Parties authorises the Facility Agent and the Security Trustee: (a) to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent or (as the case may be) the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions; and (b) to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it. 35.4 Instructions to Facility Agent and the Security Trustee (a) The Facility Agent and the Security Trustee shall: (i) subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or (as the case may be) the Security Trustee in accordance with any instructions given to it by: (A) all of the 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 (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties). (b) The Facility Agent and the Security Trustee 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 Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent or (as the case may be) the Security Trustee may refrain from acting unless and until it receives those instructions or that clarification. 122 (c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and, unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent or (as the case may be) the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Facility Agent or the Security Trustee to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Facility Agent's or the Security Trustee's own position in its personal capacity as opposed to its role as the Facility Agent or the Security Trustee for the Finance Parties including, without limitation, clauses 35.9 (No duty to account) to clause 35.14 (Exclusion of liability), clause 35.19 (Confidentiality) to clause 36.5 (Custodians and nominees) and clauses 36.8 (Acceptance of title) to 36.11 (Disapplication of Trustee Acts). (e) If giving effect to instructions given by any other Finance Party or group of Finance Parties would (in the Facility Agent's or (as the case may be) the Security Trustee's opinion) have an effect equivalent to an amendment or waiver which is subject to clause 47 (Amendments and waivers), the Facility Agent or (as the case may be) the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than itself) whose consent would have been required in respect of that amendment or waiver. (f) The Facility Agent or the Security Trustee may refrain from acting in accordance with any instructions of any other Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable Indirect Taxes) which it may incur in complying with those instructions. (g) Without prejudice to the provisions of clause 37 (Enforcement of Transaction Security) and the remainder of this clause 35, in the absence of instructions, the Facility Agent and the Security Trustee may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 35.5 Legal or arbitration proceedings Neither the Facility Agent nor the Security Trustee is authorised to act on behalf of another Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 35.5 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security. 35.6 Duties of the Facility Agent and the Security Trustee (a) The Facility Agent's and the Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature. 123 (b) Subject to paragraph (c) below, the Facility Agent or (as the case may be) the Security Trustee shall promptly (i) (in the case of the Security Trustee) forward to the Facility Agent a copy of any document received by the Security Trustee from any Obligor under any Finance Document; and (ii) forward to a Party the original or a copy of any document which is delivered to the Facility Agent or (as the case may be) the Security Trustee for that Party by any other Party. (c) Without prejudice to clause 33.7 (Copy of Transfer Certificate to Borrower), paragraph (b) above shall not apply to any Transfer Certificate. (d) Except where a Finance Document specifically provides otherwise, neither the Facility Agent nor the Security Trustee is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) Without prejudice to clause 38.11 (Notification of prescribed events), if the Facility Agent or the Security Trustee receives notice from a Party referring to this Agreement, describing a Potential Event of Default and stating that the circumstance described is a Potential Event of Default, it shall promptly notify the other Finance Parties. (f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent or a Mandated Lead Arranger or the Security Trustee for their own account) under this Agreement, it shall promptly notify the other Finance Parties. (g) The Facility Agent and the Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied). 35.7 Role of the Mandated Lead Arrangers Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents. 35.8 No fiduciary duties Nothing in any Finance Document constitutes the Facility Agent, the Security Trustee, the Documentation Bank or a Mandated Lead Arranger as a trustee or fiduciary of any other person except to the extent that the Security Trustee acts as trustee for the other Finance Parties pursuant to clause 35.2 (Security Trustee as trustee). 35.9 No duty to account None of the Facility Agent, the Security Trustee, the Documentation Bank or any Mandated Lead Arranger shall be bound to account to any other Finance Party for any sum or the profit element of any sum received by it for its own account. 124 35.10 Business with the Obligors The Facility Agent, the Security Trustee, the Documentation Bank and any Mandated Lead Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or their Affiliates. 35.11 Rights and discretions of the Facility Agent and the Security Trustee (a) The Facility Agent and the Security Trustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or other Finance Parties or any group of Lenders or other Finance Parties are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) in the case of the Security Trustee, if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent and the Security Trustee may assume (unless it has received notice to the contrary in its capacity as agent or (as the case may be) security trustee for the other Finance Parties) that: (i) no Potential Event of Default has occurred (unless (in the case of the Facility Agent) it has actual knowledge of a Potential Event of Default arising under clause 31.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Borrower (other than (in the case of the Facility Agent) the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
125 (c) Each of the Facility Agent and the Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Facility Agent and the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to it (and so separate from any lawyers instructed by the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be desirable. (e) Each of the Facility Agent and the Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts (whether obtained by it or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Facility Agent, the Security Trustee, any Receiver and any Delegate may act in relation to the Finance Documents, the Transaction Security and the Secured Property through its officers, employees and agents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's, the Security Trustee's, Receiver's or Delegate's gross negligence or wilful misconduct. (g) Unless any Finance Document expressly specifies otherwise, the Facility Agent or the Security Trustee may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under this Agreement. (h) Without prejudice to the generality of paragraph (g) above, the Facility Agent: (i) may disclose; and (ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the other Finance Parties and the Borrower. (i) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, the Security Trustee nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (j) Notwithstanding any provision of any Finance Document to the contrary, neither the Facility Agent nor the Security Trustee is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. 126 (k) Neither the Facility Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement. 35.12 Responsibility for documentation and other matters None of the Facility Agent, the Security Trustee, the Documentation Bank, any Mandated Lead Arranger, any Receiver or any Delegate is responsible or liable for: (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Trustee, any Mandated Lead Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document, the Transaction Security or the Secured Property; (c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; (d) (in the case of the Security Trustee) any loss to the Secured Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing; (e) the failure of any Obligor or any other party to perform its obligations under any Transaction Document or the financial condition of any such person; (f) (save as otherwise provided in this clause 35) taking or omitting to take any other action under or in relation to the Security Documents; (g) any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under any Finance Document; or (h) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider dealing or otherwise. 35.13 No duty to monitor Neither the Facility Agent nor the Security Trustee shall be bound to enquire: (a) whether or not any Potential Event of Default has occurred; (b) as to the performance, default or any breach by any Party or any Obligor of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred. 127 35.14 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 Facility Agent, the Security Trustee, any Receiver or Delegate), none of the Facility Agent, the Security Trustee, any Receiver nor any Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) 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 Secured Property, unless directly caused by its gross negligence or wilful misconduct; (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Secured Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Secured Property; (iii) any shortfall which arises on the enforcement or realisation of the Secured Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event), breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party (other than the Facility Agent, the Security Trustee, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Facility Agent, the Security Trustee, a Receiver or a Delegate in respect of any claim it might have against the Facility Agent, the Security Trustee, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Secured Property and any officer, employee or agent of the Facility Agent, the Security Trustee, a Receiver or a Delegate may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act. (c) Neither the Facility Agent nor the Security Trustee 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. 128 (d) Nothing in any Finance Document shall oblige the Facility Agent, the Security Trustee or any Mandated Lead Arranger 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 any of the Finance Documents might be unlawful for any Finance Party, on behalf of any other Finance Party and each other Finance Party confirms to the Facility Agent, the Security Trustee and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent, the Security Trustee or any Mandated Lead Arranger. (e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Facility Agent, the Security Trustee, any Receiver or any Delegate, any liability of the Facility Agent, the Security Trustee, any Receiver or any Delegate arising under or in connection with any Finance Document or the Secured Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Facility Agent, the Security Trustee, any Receiver or any Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent, the Security Trustee, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages. 35.15 Lenders' indemnity to the Facility Agent and others (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced to zero) indemnify the Facility Agent, the Security Trustee, every Receiver and every Delegate, within three (3) Business Days of demand, against any Losses (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the relevant Facility Agent's, Security Trustee's, Receiver's or Delegate's gross negligence or wilful misconduct) (or, in the circumstances contemplated pursuant to clause 41.11 (Disruption to payment systems etc), notwithstanding the Facility Agent's negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent, Security Trustee, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Facility Agent, Security Trustee, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document). (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent or the Security Trustee or any Receiver or Delegate pursuant to paragraph (a) above.
129 (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent or the Security Trustee to an Obligor. 35.16 Resignation of the Facility Agent or the Security Trustee (a) The Facility Agent or the Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower. (b) Alternatively, the Facility Agent or the Security Trustee may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent or Security Trustee. (c) If the Majority Lenders have not appointed a successor Facility Agent or Security Trustee in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring Facility Agent or Security Trustee (after consultation with (in the case of the Facility Agent) the Borrower or (in the case of the Security Trustee) the Facility Agent) may appoint a successor Facility Agent or Security Trustee. (d) If the Facility Agent or Security Trustee wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent or trustee and the Facility Agent or (as the case may be) Security Trustee is entitled to appoint a successor Facility Agent or (as the case may be) Security Trustee under paragraph (c) above, the Facility Agent or (as the case may be) Security Trustee may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent or (as the case may be) Security Trustee to become a party to this Agreement as Facility Agent or (as the case may be) Security Trustee) agree with the proposed successor Facility Agent or (as the case may be) Security Trustee to amendments to this clause 35 and any other term of this Agreement dealing with the rights or obligations of the Facility Agent or (as the case may be) Security Trustee consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the fee payable to it in its capacity as Facility Agent or (as the case may be) Security Trustee under this Agreement which are consistent with the successor Facility Agent's or (as the case may be) Security Trustee's normal fee rates and those amendments will bind the Parties. (e) The retiring Facility Agent or Security Trustee shall make available to the successor Facility Agent or Security Trustee such documents and records and provide such assistance as the successor Facility Agent or Security Trustee may reasonably request for the purposes of performing its functions as Facility Agent or (as the case may be) Security Trustee under the Finance Documents. The Borrower shall, within three (3) Business Days of demand, reimburse the retiring Facility Agent or (as the case may be) Security Trustee for the amount of all costs and expenses (including legal fees) (together with any applicable Indirect Taxes) properly incurred by it in making available such documents and records and providing such assistance. (f) The Facility Agent's or Security Trustee's resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) (in the case of the Security Trustee) the transfer or assignment of all the Transaction Security and the other Secured Property to that successor and any appropriate filings or registrations, any notices of transfer or assignment and the payment of any 130 fees or duties related to such transfer or assignment which the Security Trustee considers necessary or advisable have been duly completed. (g) Upon the appointment of a successor, the retiring Facility Agent or Security Trustee shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 36.9(b) (Winding up of trust) and paragraph (e) above) but shall remain entitled to the benefit of clauses 15.3 (Indemnity to the Facility Agent and the Security Trustee) and 15.4 (Indemnity concerning security) and this clause 35 (and any agency or other fees for the account of the retiring Facility Agent or Security Trustee in its capacity as such shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either: (i) the Facility Agent fails to respond to a request under clause 13.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Facility Agent pursuant to clause 13.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign. 35.17 Replacement of the Facility Agent (a) After consultation with the Borrower, the Majority Lenders may, by giving thirty (30) days' notice to the Facility Agent, replace the Facility Agent by appointing a successor Facility Agent. (b) The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. (c) The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of clauses 15.3 (Indemnity to the Facility Agent and the Security 131 Trustee) and 15.4 (Indemnity concerning security) and this clause 35 (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). (d) Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. 35.18 Replacement of the Security Trustee The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with clause 35.16(b) (Resignation of the Facility Agent or the Security Trustee). In this event, the Security Trustee shall resign in accordance with that clause. 35.19 Confidentiality (a) In acting as agent or trustee for the Finance Parties, the Facility Agent or (as the case may be) the Security Trustee shall be regarded as acting through its agency, trustee or other division or department directly responsible for the management of the Finance Documents, which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by another division or department of the Facility Agent or (as the case may be) Security Trustee, it may be treated as confidential to that division or department and the Facility Agent or (as the case may be) Security Trustee shall not be deemed to have notice of it. (c) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, the Security Trustee nor any Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty. (d) The Facility Agent shall not be obliged to disclose to any Finance Party any information supplied to it by the Borrower or any Affiliates of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document. 35.20 Facility Agent's relationship with the Lenders and Hedging Banks (a) The Facility Agent may treat the person shown in its records as Lender or as a Hedging Bank at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender or (as the case may be) as a Hedging Bank acting through its Facility Office: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five (5) Business Days' prior notice from that Lender or that Hedging Bank to the contrary in accordance with the terms of this Agreement. 132 (b) Any Lender or Hedging Bank may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender or (as the case may be) that Hedging Bank under the Finance Documents. Such notice shall contain the address, electronic mail address and (where communication by electronic mail or other electronic means is permitted under clause 43.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address, department and officer (or such other information) by that Lender or (as the case may be) that Hedging Bank for the purposes of clause 43.2 (Addresses) and clause 43.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender or (as the case may be) that Hedging Bank. 35.21 Information from the Finance Parties Each Finance Party shall supply the Facility Agent or the Security Trustee with any information that the Facility Agent or (as the case may be) the Security Trustee may reasonably specify as being necessary or desirable to enable the Facility Agent or (as the case may be) the Security Trustee to perform its functions as Facility Agent or (as the case may be) Security Trustee. 35.22 Credit appraisal by the Finance Parties Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each other Finance Party confirms to the Facility Agent, the Security Trustee and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the financial condition, status and nature of each Obligor; (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Transaction Security, the Secured Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document, the Transaction Security or the Secured Property; (c) the application of any Basel Regulation to the transactions contemplated by the Finance Documents; (d) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the Secured Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, the Transaction Security or the Secured Property; (e) the adequacy, accuracy or completeness of any information provided by the Facility Agent, the Security Trustee, the Mandated Lead Arrangers or any other Party or by any other person under or in connection with any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or
133 document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and (f) the right or title of any person in or to, or the value or sufficiency of, any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security Interest affecting the Charged Property. 35.23 Deduction from amounts payable by the Facility Agent If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents, that Party shall be regarded as having received any amount so deducted. 35.24 Reliance and engagement letters Each of the Facility Agent, the Security Trustee, the Documentation Bank and the Mandated Lead Arrangers may enter into any reliance letter or engagement letter relating to any valuations, reports, opinions or letters or advice or assistance provided by lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts in connection with the Transaction Documents or the transactions contemplated in the Finance Documents on such terms as it may consider appropriate (including, without limitation, restrictions on the lawyer's, accountant's, tax adviser's, insurance consultant's, ship manager's, valuer's, surveyor's or other professional adviser's or expert's liability and the extent to which their valuations, reports, opinions or letters may be relied on or disclosed). 36 Trust and Security Matters 36.1 Undertaking to pay (a) Each Obligor who is a Party undertakes with the Security Trustee as trustee for the Finance Parties that it will, on demand by the Security Trustee, pay to the Security Trustee as trustee for the Finance Parties all money from time to time owing to the other Finance Parties (in addition to paying any money owing under the Finance Documents to the Security Trustee for its own account), and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents. (b) Each payment which such an Obligor makes to another Finance Party in accordance with any Finance Document shall, to the extent of the amount of that payment, satisfy that Obligor's corresponding obligation under paragraph (a) above to make that payment to the Security Trustee. 36.2 No responsibility to perfect Transaction Security The Security Trustee shall not be liable for any failure to: (a) ascertain whether all deeds and documents which should have been deposited with it under or pursuant to any of the Security Documents have been so deposited; (b) require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property; 134 (c) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security; (d) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security; (e) take, or to require any Obligor to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security Interest under any law or regulation; or (f) require any further assurance in relation to any Security Document. 36.3 Insurance by Security Trustee (a) The Security Trustee shall not be obliged: (i) to insure any of the Charged Property; (ii) to require any other person to maintain any insurance; or (iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document, and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance. (b) Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Facility Agent requests it to do so in writing and the Security Trustee fails to do so within fourteen (14) days after receipt of that request. 36.4 Common parties Although the Facility Agent and the Security Trustee may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as agent for the other Finance Parties and (as appropriate) security trustee for all of the other Finance Parties. Where any Finance Document provides for a Facility Agent or Security Trustee to communicate with or provide instructions to the other, while they are the same entity, such communication or instructions will not be necessary. 36.5 Custodians and nominees The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement, and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person. 135 36.6 Delegation by the Security Trustee (a) Each of the Security Trustee, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such. (b) That delegation may be made upon any terms and conditions (including the power to sub- delegate) and subject to any restrictions that the Security Trustee, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Finance Parties. (c) No Security Trustee, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate. 36.7 Additional trustees (a) The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it: (i) if it considers that appointment to be in the interests of the Finance Parties; (ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Trustee shall give prior notice to the Borrower and the Finance Parties of that appointment. (b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment. (c) The remuneration that the Security Trustee may pay to that person, and any costs and expenses (together with any applicable Indirect Taxes) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee. (d) At the request of the Security Trustee, the other Parties shall forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each such Party irrevocably authorises the Security Trustee in its name and on its behalf to do the same. (e) Such a person shall accede to this Agreement as a Security Trustee to the extent necessary to carry out their role on terms satisfactory to the Security Trustee. (f) The Security Trustee shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Trustee shall have exercised reasonable care in the selection of such person. 136 36.8 Acceptance of title The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Charged Property and shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title. 36.9 Winding up of trust If the Security Trustee, with the approval of the Facility Agent, determines that: (a) all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged; and (b) no Finance Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents, then: (i) the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Security Documents; and (ii) any Security Trustee which has resigned pursuant to clause 35.16 (Resignation of the Facility Agent or the Security Trustee) shall release, without recourse or warranty, all of its rights under each Security Document. 36.10 Powers supplemental to Trustee Acts The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise. 36.11 Disapplication of Trustee Acts Section 10 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act. 37 Enforcement of Transaction Security 37.1 Enforcement Instructions (a) The Security Trustee may refrain from enforcing the Transaction Security unless instructed otherwise by Majority Lenders. (b) Subject to the Transaction Security having become enforceable in accordance with its terms, the Majority Lenders may give or refrain from giving instructions to the Security Trustee to enforce or refrain from enforcing the Transaction Security as they see fit.
137 (c) The Security Trustee is entitled to rely on and comply with instructions given in accordance with this clause 37.1. 37.2 Manner of enforcement If the Transaction Security is being enforced pursuant to clause 37.2 (Enforcement Instructions), the Security Trustee shall enforce the Transaction Security in such manner as the Majority Lenders shall instruct, or in the absence of any such instructions, as the Security Trustee considers in its discretion to be appropriate. 37.3 Waiver of rights To the extent permitted under applicable law and subject to clause 37.1 (Enforcement Instructions), clause 37.2 (Manner of enforcement) and clause 38 (Application of Proceeds), each of the Finance Parties and the Obligors waives all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or at any particular time or that any amount received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied. 37.4 Enforcement through Security Trustee only (a) The other Finance Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising or to grant any consents or releases under the Security Documents except through the Security Trustee. (b) Each Finance Party (other than the Security Trustee) shall, promptly upon being requested by the Facility Agent to do so, grant a power of attorney or other sufficient authority to the Security Trustee to enable the Security Trustee to enforce or have recourse to the relevant Transaction Security or to exercise any such right, power, authority or discretion or to grant any such consent or release. 38 Application of Proceeds 38.1 Order of application All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document and/or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this clause 38, the Recoveries) shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause 38), in the following order of priority: (a) in discharging any sums owing to the Security Trustee (other than pursuant to clause 36.1 (Undertaking to pay)), any Receiver or any Delegate; (b) in discharging all costs and expenses incurred by any Finance Party in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Agreement; (c) in payment or distribution to the Facility Agent on its own behalf and on behalf of the other Finance Parties for application in accordance with clause 41.5 (Partial payments); 138 (d) if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to any Obligor; and (e) the balance, if any, in payment or distribution to the relevant Obligor. 38.2 Investment of cash proceeds Prior to the application of any Recoveries in accordance with clause 38.1 (Order of Application) the Security Trustee may, in its discretion, hold: (a) all or part of any Recoveries which are in the form of cash; and (b) any cash which is generated by holding, managing, exploiting, collecting, realising or disposing of any proceeds of the Secured Property which are not in the form of cash in one or more interest bearing suspense or impersonal accounts in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the application from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of this clause 38. 38.3 Currency conversion (a) For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Trustee may: (i) convert any moneys received or recovered by the Security Trustee from one currency to another; and (ii) notionally convert the valuation provided in any opinion or valuation from one currency to another, in each case at the Security Trustee's spot rate of exchange for the purchase of that other currency with the currency in which the relevant moneys are received or recovered or the valuation is provided in the London foreign exchange market at or about 11:00 am (London time) on a particular day. (b) The obligations of any Obligor to pay in the due currency shall only be satisfied: (i) in the case of paragraph (a)(i) above, to the extent of the amount of the due currency purchased after deducting the costs of conversion; and (ii) in the case of paragraph (a)(ii) above, to the extent of the amount of the due currency which results from the notional conversion referred to in that clause. 38.4 Permitted Deductions The Security Trustee shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any law or regulation to make from any distribution or payment made by it under this Agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties or 139 exercising its rights, powers, authorities and discretions, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement). 38.5 Good discharge (a) Any distribution or payment to be made in respect of the Secured Obligations by the Security Trustee may be made to the Facility Agent on behalf of the Finance Parties. (b) Any distribution or payment made as described in paragraph (a) above shall be a good discharge, to the extent of that payment or distribution, by the Security Trustee to the extent of that payment. (c) The Security Trustee is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the Secured Obligations owing to the relevant Finance Party are denominated pursuant to the relevant Finance Document. 38.6 Calculation of amounts For the purpose of calculating any person's share of any amount payable to or by it, the Security Trustee shall be entitled to: (a) notionally convert the Secured Obligations owed to any person into a common base currency (decided in its discretion by the Security Trustee), that notional conversion to be made at the spot rate at which the Security Trustee is able to purchase the notional base currency with the actual currency of the Secured Obligations owed to that person at the time at which that calculation is to be made; and (b) assume that all amounts received or recovered as a result of the enforcement or realisation of the Secured Property are applied in discharge of the Secured Obligations in accordance with the terms of the Finance Documents under which those Secured Obligations have arisen. 38.7 Release to facilitate enforcement and realisation (a) Each Finance Party acknowledges that, for the purpose of any enforcement action by the Security Trustee or a Receiver and/or maximising or facilitating the realisation of the Charged Property, it may be desirable that certain rights or claims against an Obligor and/or under certain of the Transaction Security, be released. (b) Each other Finance Party hereby irrevocably authorises the Security Trustee (acting on the instructions of the Facility Agent) to grant any such releases to the extent necessary to effect such enforcement action and/or realisation including, to the extent necessary for such purpose, to execute release documents in the name of and on behalf of the other Finance Parties. (c) Where the relevant enforcement is by way of disposal of shares in the Borrower, the requisite release may include releases of all claims (including under guarantees) of the Finance Parties and/or the Security Trustee against the Borrower and of all Security Interests over the assets of the Borrower. 140 38.8 Dealings with Security Trustee Each Finance Party shall deal with the Security Trustee exclusively through the Facility Agent. 38.9 Facility Agent's dealings with Hedging Bank The Facility Agent shall not be under any obligation to act as agent or otherwise on behalf of any Hedging Bank except as expressly provided for in, and for the purposes of, this Agreement. 38.10 Disclosure between Finance Parties and Security Trustee Notwithstanding any agreement to the contrary, each of the Obligors consents, until the end of the Facility Period, to the disclosure by any Finance Party to each other (whether or not through the Facility Agent or the Security Trustee) of such information concerning the Obligors as any Finance Party shall see fit. 38.11 Notification of prescribed events (a) If an Event of Default or Potential Event of Default either occurs or ceases to be continuing, the Facility Agent shall, upon becoming aware of that occurrence or cessation, notify the Security Trustee. (b) If the Security Trustee enforces, or takes formal steps to enforce, any of the Transaction Security it shall notify each other Finance Party of that action. (c) If any Finance Party exercises any right it may have to enforce, or to take formal steps to enforce, any of the Transaction Security it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each other Finance Party of that action. (d) If an Obligor defaults on any payment due under a Hedging Agreement, the Hedging Bank which is party to that Hedging Agreement shall, upon becoming aware of that default, notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Facility Agent. (e) If a Hedging Bank terminates or closes-out, in whole or in part, any Hedging Transaction under any Hedging Agreement, it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Facility Agent. 39 Conduct of Business by the Finance Parties 39.1 Finance Parties tax affairs No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
141 40 Sharing among the Finance Parties 40.1 Payments to Finance Parties If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with clause 41 (Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents, then: (a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent; (b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with clause 41 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 41.5 (Partial payments). 40.2 Redistribution of payments The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with clause 41.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties. 40.3 Recovering Finance Party's rights On a distribution by the Facility Agent under clause 40.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor. 40.4 Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and (b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor. 142 40.5 Exceptions (a) This clause 40 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor. (b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party of the legal or arbitration proceedings; (ii) the taking of legal or arbitration proceedings was in accordance with the terms of this Agreement; and (iii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. 143 Section 10 Administration 41 Payment Mechanics 41.1 Payments to the Facility Agent (a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a Hedging Agreement), that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Facility Agent, in each case, specifies. 41.2 Distributions by the Facility Agent Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to clause 41.3 (Distributions to an Obligor) and clause 41.4 (Clawback and pre- funding), be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency. 41.3 Distributions to an Obligor The Facility Agent may (with the consent of the Obligor or in accordance with clause 42 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied. 41.4 Clawback and pre-funding (a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. (b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds. (c) If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders, then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower: 144 (i) the Facility Agent shall notify the Borrower of that Lender's identity and the Borrower shall on demand refund it to the Facility Agent; and (ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender. 41.5 Partial payments (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid amount owing to the Facility Agent, the Security Trustee or the Mandated Lead Arrangers for their own account under those Finance Documents; (ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 35.15 (Lenders' indemnity to the Facility Agent and others); (iii) thirdly, in or towards payment pro rata (a) to the Lenders pro rata of all other amounts due to them but unpaid under the Finance Documents and (b) to the Hedging Banks pro rata of any amounts due to them but unpaid under the Hedging Agreements; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by all the Lenders and each Hedging Bank, vary the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 41.6 No set-off by Obligors All payments to be made by an Obligor under the Finance Documents (except the Hedging Agreements) shall be calculated and made without (and free and clear of any deduction for) set- off or counterclaim. 41.7 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.
145 41.8 Currency of account (a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document. (b) A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date. (c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred. (d) All moneys received or held by the Security Trustee or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Trustee against the full cost in relation to the sale. Neither the Security Trustee nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale. 41.9 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably). (b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Interbank Market and otherwise to reflect the change in currency. 41.10 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 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; 146 (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; (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. 41.11 Disruption to payment systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 47 (Amendments and waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 41.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above. 42 Set-Off Subject to the notification to the relevant Obligor, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 147 43 Notices 43.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail (email) (including scanned copies of executed documents and other attachments) or letter. 43.2 Addresses The address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) in the case of any Obligor who is a Party, that identified with its name in Schedule 1 (The Original Parties); (b) in the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party; (c) in the case of the Security Trustee, the Facility Agent and any other original Finance Party, that identified with its name in Schedule 1 (The Original Parties); and (d) in the case of each Lender or other Finance Party, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party in the relevant capacity, or, in each case, any substitute address, electronic mail address, or department or officer as an Obligor or Finance Party may notify to the Facility Agent (or the Facility Agent may notify to the other Finance Parties and the Obligors who are Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days' notice. 43.3 Delivery (a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective: (i) if by way of email, when received in legible form; or (ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; and, if a particular department or officer is specified as part of its address details provided under clause 43.2 (Addresses), if addressed to that department or officer. (b) Any communication or document to be made or delivered to the Facility Agent or the Security Trustee will be effective only when actually received by the Facility Agent or the Security Trustee and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The Original Parties) (or any substitute department or officer as the Facility Agent or the Security Trustee shall specify for this purpose). (c) All notices from or to an Obligor shall be sent through the Facility Agent. 148 (d) Any communication or document made or delivered to the Borrower in accordance with this clause 43.3 will be deemed to have been made or delivered to each of the Obligors. (e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 pm in the place of receipt shall be deemed only to become effective on the following day. 43.4 Notification of address and email Promptly upon changing its address or electronic mail address, the Facility Agent shall notify the other Parties. 43.5 Electronic communication (a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties: (i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and (ii) notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days' notice. (b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication. (c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and, in the case of any electronic communication made by a Party to the Facility Agent or the Security Trustee, only if it is addressed in such a manner as the Facility Agent or the Security Trustee shall specify for this purpose. (d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 pm in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement or any other Finance Document shall be deemed only to become effective on the following day. (e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this clause 43.5. 43.6 Deal Site (a) Without prejudice to clause 43.5 (Electronic communication), the Facility Agent may elect that: (i) any Obligor may satisfy its obligations under this Agreement to deliver any information to the Facility Agent; (ii) any Lender may satisfy its obligations under this Agreement to deliver any information to the Facility Agent; and/or
149 (iii) the Facility Agent may satisfy its obligations under this Agreement to deliver any information to any Obligor or any Lender, by posting such information on an electronic website designated by the Facility Agent for such purpose (the Deal Site) by notifying each such affected Obligor and Lender of its intention that such Deal Site be used for such purpose (whereupon each such Obligor or Lender or the Facility Agent may so satisfy such obligations). (b) Any costs and expenses incurred by the Facility Agent in relation to the Deal Site shall be for the account of the Borrower. If applicable, each Obligor consents to the use of its logo on the Deal Site. (c) The Facility Agent shall, at its discretion or upon request of the relevant Party, disclose the website (or other electronic) address of and any relevant password specifications for the Deal Site (Access Information) to one or more officers, directors, employees or other representatives (Representatives) of each Party that the Facility Agent has elected to deliver information to or receive information from through the Deal Site. (d) Each Party using the Deal Site agrees to: (i) keep all Access Information confidential and not to disclose it to anyone, other than such of its Representatives as it has requested the Agent to provide Access Information to; and (ii) ensure that all persons to whom they give access can properly receive the information available on the Deal Site. (e) If the Deal Site is not available for any reason, promptly following this being brought to its attention, the Agent shall provide communications to the affected Parties by another means as contemplated by this clause 43.6. A Party will notify the Facility Agent promptly if it is (despite being in receipt of the relevant Access Information) unable to access or use the Deal Site or if it becomes aware that the Deal Site is or has been infected by an electronic virus or similar software. (f) Each of the Parties agrees that: (i) the Facility Agent shall not be liable for any cost, loss or liability incurred by any Party as a result of its access or use of the Deal Site or its inability to access or use the Deal Site; and (ii) the Facility Agent is under no obligation to monitor access to or the availability of the Deal Site. (g) The Facility Agent may terminate a Deal Site at any time. If such termination occurs whilst amounts remain outstanding under the Facilities the Facility Agent shall (unless such termination arises as a result of technical failure of the Deal Site (including as a result of infection by an electronic virus or similar software) or as a result of a concern as to the security and confidentiality of the Deal Site), if reasonably practicable, give not less than five (5) days' prior notice to each affected Party of such termination. 43.7 English language (a) Any notice given under or in connection with any Finance Document must be in English. (b) All other documents provided under or in connection with any Finance Document must be: (i) in English; or 150 (ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 44 Calculations and Certificates 44.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 44.2 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. 44.3 Day count convention Any interest, commission or fee accruing under a Finance Document 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 or, in any case where the practice in the Interbank Market differs, in accordance with that market practice. 45 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 nor enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 46 Remedies and Waivers No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law. 47 Amendments and Waivers 47.1 Required consents (a) Subject to clause 47.2 (All Lender matters) and clause 47.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all the Finance Parties and other Obligors. 151 (b) The Facility Agent may (or, in the case of the Security Documents, instruct the Security Trustee to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause 47. (c) Without prejudice to the generality of paragraphs (c), (d) and (e) of clause 35.11 (Rights and discretions of the Facility Agent and the Security Trustee), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement. (d) Each Obligor agrees to any such amendment or waiver permitted by this clause 47 which is agreed to by the Borrower. 47.2 All Lender matters An amendment, waiver or discharge or release or a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the following definitions in clause 1.1 (Definitions): (i) Anti-Corruption Laws; (ii) Anti-Terrorism Finance Laws; (iii) Last Availability Date; (iv) Majority Lenders; (v) Anti-Money Laundering Laws; (vi) Restricted Party; (vii) Sanctions; (viii) Sanctions Authority; and (ix) Sanctions List; (b) an extension to the date of payment of any amount under the Finance Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated; (d) an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility; (e) a change to the Borrower or any other Obligor; (f) any provision which expressly requires the consent or approval of all the Lenders; (g) clause 2.2 (Finance Parties' rights and obligations), clause 7.1 (Illegality), clause 7.2 (Change of control), clause 0 (Sanctions and the EU Blocking Regulation), clause 8.9 (Application of prepayments), clause 19.21 (Anti-corruption and anti-money laundering laws), clause 19.31 (Sanctions), clause 22.2 (Use of proceeds), clause 22.4 (Business Integrity), clause 22.6 (Anti-Corruption and Anti-Terrorism Finance Laws), clause 22.7 152 (Sanctions and lawful use), clause 31.20 (Sanctions), clause 33 (Changes to the Lenders), clause 40 (Sharing among the Finance Parties), this clause 47, clause 51 (Governing law) and any other provision expressly regulating Business Integrity, Anti-Corruption Law or Sanctions matters; (h) the order of distribution under clause 38.1 (Order of application); (i) the order of distribution under clause 41.5 (Partial payments); (j) the currency in which any amount is payable under any Finance Document; (k) an increase in any Commitment or the Total Commitments, an extension of any period within which the Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments rateably; (l) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) any guarantee and indemnity granted under any Finance Document; (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed; (m) any amendment, release or waiver to the definition of or any clause relating to Anti- Corruption Laws, Anti-Terrorism Finance Laws, Sanctions or Anti-Money Laundering Laws; (n) the circumstances in which any of the Transaction Security is permitted or required to be released under any of the Finance Documents; or (o) any change, release or waiver of a Lessee Credit Support Provider or any of its obligations under the Lessee Credit Support to which it is a party, shall not be made, or given, without the prior consent of all the Lenders. 47.3 Other exceptions (a) Amendments to or waivers in respect of the Hedging Agreements may only be agreed by the relevant Hedging Bank. (b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, any Hedging Bank or the Mandated Lead Arrangers in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Facility Agent, the Security Trustee, the relevant Hedging Bank or the Mandated Lead Arrangers (as the case may be). (c) Notwithstanding clauses 47.1 (Required consents) and 47.2 (All Lender matters) and paragraph (b) above, the Facility Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties.
153 47.4 Changes to Reference Rate (a) The Borrower agrees and acknowledges that it shall co-operate with the Finance Parties in good faith to agree and implement any amendment or waiver as contemplated pursuant to this clause 47.4 as a result of a Published Rate Replacement Event. (b) Subject to clause 47.3 (Other exceptions), if a Published Rate Replacement Event has occurred, any amendment or waiver with respect to any Finance Document (other than a Hedging Agreement) which relates to: (i) providing for the use of a Replacement Reference Rate in place of (or in addition to) that Published Rate; and (ii) any or all of the following: (A) aligning any provision of any Finance Document (other than a Hedging Agreement) to the use of that Replacement Reference Rate; (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Reference Rate; (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower. (c) For the purpose of this clause: Published Rate means Term SOFR. Published Rate Replacement Event means: (a) the methodology, formula or other means of determining the Published Rate has, in the opinion of the Majority Lenders and the Borrower, materially changed; or (i) any of the following applies: (A) either: 154 (1) the administrator of the Published Rate or its supervisor publicly announces that such administrator is insolvent; or (2) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Published Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide the Published Rate; or (1) the administrator of the Published Rate publicly announces that it has ceased or will cease to provide the Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Published Rate; or (2) the supervisor of the administrator of the Published Rate publicly announces that the Published Rate has been or will be permanently or indefinitely discontinued; or (3) the administrator of the Published Rate or its supervisor announces that the Published Rate may no longer be used; or (b) the administrator of the Published Rate determines that the Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either: (i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or (ii) the Published Rate is calculated in accordance with any such policy or arrangement for a period no less than ten (10) days; or (c) in the opinion of the Majority Lenders and the Borrower, the Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement. 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 Reference Rate means a reference rate which is: (a) formally designated, nominated or recommended as the replacement for the Published Rate by: (i) the administrator of the Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by the Published Rate); or (ii) any Relevant Nominating Body, 155 and if replacements have, at the relevant time, been formally designated, nominated or recommended under both clauses, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above; (b) (b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to the Published Rate; or (c) (c) in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to the Published Rate. 47.5 Releases Except with the approval of the Lenders or for a release which is expressly permitted or required by the Finance Documents, the Facility Agent shall not have authority to authorise the Security Trustee to release: (a) any Charged Property from the Transaction Security; or (b) any Obligor from any of its guarantee or other obligations under any Finance Document. 47.6 Disenfranchisement of Defaulting Lenders (a) For so long as a Defaulting Lender has any undrawn Commitment, in ascertaining: (i) the Majority Lenders; or (ii) whether: (A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facility; or (B) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender's Commitment will be reduced by the amount of its undrawn Commitment and, to the extent that such reduction results in that Defaulting Lender's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above. (b) For the purposes of paragraph (a) above, the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. 156 47.7 Excluded Commitments (a) If: (i) any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within [*****] Business Days of that request being made; or (ii) any Lender which is not a Defaulting Lender fails to respond to such a request (other than an amendment, waiver or consent referred to in clause 47.2 (All Lender matters)) or such a vote within [*****] Business Days of that request being made, (unless (in either such case) the Borrower and the Facility Agent agree to a longer time period in relation to any request): (A) its Commitment or its participation in the Loan shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments or the amount of the Loan has been obtained to approve that request; and (B) 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. 47.8 Replacement of a Defaulting Lender (a) The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving [*****] days' prior written notice to the Facility Agent and such Lender (but subject always to paragraph (b) below) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) assign pursuant to clause 33 (Changes to the Lenders) all (and not part only) of its rights under this Agreement (and any Security Document to which that Lender is a party in its capacity as a Lender) to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by the Borrower, and which Replacement Lender confirms its willingness to undertake and does undertake all the obligations or all the relevant obligations of the transferring Lender in accordance with clause 33 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either: (i) in an amount equal to: (A) the outstanding principal amount of such Lender's participation in the Loan; (B) all accrued interest owing to such Lender; and (C) all other amounts payable to that Lender under the Finance Documents on the date of the transfer (but excluding any amounts which would have been payable to such Lender pursuant to clause 11.4 (Break Costs) had the Borrower prepaid in full that Lender's participation in the Loan on the date of the transfer); or
157 (ii) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in paragraph (a) above. (b) Any assignment by a Defaulting Lender pursuant to paragraph (a) above shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent or the Security Trustee; (ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender; (iii) the assignment must take place no later than [*****] days after the notice referred to in paragraph (a) above; (iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and (v) the Defaulting Lender shall only be obliged to assign its rights pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that assignment to the Replacement Lender. The Defaulting Lender shall perform the checks described in sub-paragraph (v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks. 48 Confidential Information 48.1 Confidential Information (a) Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 48.2 (Disclosure of Confidential Information) and clause 48.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. (b) Nothing in this clause 48.1 shall operate to release any Party from any prior confidentiality undertaking to any other Party except as expressly agreed in writing. 48.2 Disclosure of Confidential Information Subject to clause 48.1 (Confidential Information), any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners, service provider (including their subcontractors) and Representatives such Confidential Information as that Finance Party shall consider appropriate; 158 (b) to any person: (i) to (or through) whom it assigns or transfers all or any of its rights and/or obligations under one or more Finance Documents or which succeeds it as Facility Agent or Security Trustee; (ii) with (or through) whom it enters into, directly, 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; (iii) appointed by any Finance Party or by a person to whom paragraphs (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 clause 35.20(b) (Facility Agent's relationship with the Lenders and Hedging Banks)); (iv) who invests in or otherwise finances, directly, any transaction referred to in paragraphs (b)(i) or (ii) above; (v) to whom information is required to be disclosed by any court or tribunal 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) who is a Party; or (vii) with the consent of the Borrower, in each case, such Confidential Information as that Finance Party shall consider appropriate; (c) to any service provider (including their subcontractors) or person appointed by that Finance Party or by a person to whom paragraphs (b)(i) or (ii) above apply to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c); (d) to any rating agency (including its professional advisers), such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors; and (e) to any insurance or reinsurance broker, insurer or reinsurer retained by such Finance Party, such Confidential Information as that Finance Party shall consider appropriate, provided that: (i) in the case of paragraph (a) above, disclosure is limited to the extent such recipients reasonably need to know such Confidential Information, such recipients are informed of the confidential nature of the Confidential Information 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 159 requirements of confidentiality in relation to the Confidential Information), and further provided such recipients comply with the obligations set out in this clause 48; (ii) in the case of paragraphs (b)(i) to (iv), (d) and (e) above, disclosure is limited to the extent such recipients reasonably need to know such Confidential Information, such recipients are informed of the confidential nature of the Confidential Information and that some or all of such Confidential Information may be price-sensitive information, and further provided such recipients comply with the obligations set out in this clause 48; (iii) in the case of paragraph (b)(v) above, the relevant Finance Party shall, to the extent legally permissible, give advance notice to the Borrower prior to such disclosure and shall seek to limit any such disclosure to the greatest extent practicable; and (iv) in the case of paragraph (c) above, the service provider (including their subcontractors) to whom the Confidential Information is to be given shall enter into a confidentiality agreement substantially in the form of a Confidentiality Undertaking. 48.3 Disclosure to numbering service providers (a) 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; (iv) date of this Agreement; (v) clause 51 (Governing law); (vi) the names of the Facility Agent and the Mandated Lead Arrangers; (vii) date of each amendment and restatement of this Agreement; (viii) amount of Total Commitments; (ix) currency of the Facility; (x) type of Facility; (xi) ranking of Facility; (xii) the term of the Facility; (xiii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and (xiv) such other information agreed between such Finance Party and the Borrower, 160 to enable such numbering service provider to provide its usual syndicated loan numbering identification services. (b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities 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) The Borrower represents on the date of this Agreement and the Utilisation Date that none of the information set out in paragraphs (a)(i) to (xiv) above is unpublished price-sensitive information. (d) The Facility Agent shall notify the Borrower and the other Finance Parties of: (i) the name of any numbering service provider appointed by the Facility 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 this Agreement, the Facility and/or one or more Obligors by such numbering service provider. 48.4 Entire agreement This clause 48 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information. 48.5 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. 48.6 Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower: (a) of the circumstances of any disclosure of Confidential Information made to any person to whom information is required to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body or the rules of any relevant stock exchange or pursuant to any applicable law or regulation pursuant to clause 48.2 (Disclosure of Confidential Information) except where such disclosure is made to any such person 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 48. 48.7 Continuing obligations The obligations in this clause 48 are continuing and, in particular, shall survive and remain binding on each Finance Party until the later of:
161 the date falling[*****] after the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and (a) the date on which disclosure is no longer restricted by the law applicable to the Project (as defined in the LOA) or a concession, license or contract currently covering the Project (as defined in the LOA). 49 Confidentiality of Funding Rates 49.1 Confidentiality and disclosure (a) The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below. (b) The Facility Agent may disclose: (i) any Funding Rate (to the Borrower pursuant to clause 9.4 (Notification of rates of interest); and (ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender, as the case may be. (c) The Facility Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price- sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion 162 of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender, as the case may be. 49.2 Related obligations (a) The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse, and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose. (b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender, as the case may be: (i) of the circumstances of any disclosure made pursuant to clause 49.1(c)(ii) (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and (ii) upon becoming aware that any information has been disclosed in breach of this clause 49. 49.3 No Event of Default No Event of Default will occur under clause 31.6 (Other obligations) by reason only of an Obligor's failure to comply with this clause 49. 50 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. 163 Section 11 Governing law and enforcement 51 Governing Law This Agreement and any non-contractual obligations connected with it are governed by English law. 52 Enforcement 52.1 Jurisdiction of English courts (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute). (b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) Notwithstanding paragraph (a) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 52.2 Service of process Without prejudice to any other mode of service allowed under any relevant law, each of the Borrower and the Guarantor: (a) irrevocably appoints the person named in Schedule 1 (The Original Parties) as its English process agent as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; (b) agrees that failure by an agent for service of process to notify the Borrower or the Guarantor (as applicable) of the process will not invalidate the proceedings concerned; and (c) if any person appointed as process agent for the Borrower or the Guarantor (as applicable) is unable for any reason to act as agent for service of process, the Borrower or the Guarantor (as applicable) must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose. 164 Section 12 Acknowledgement regarding any Supported QFCs 53 Acknowledgement regarding any Supported QFCs 53.1 To the extent that any Finance Document provides support, through a guarantee, Security Interest or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, QFC Credit Support, and each such QFC, a Supported QFC), the Parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the US Special Resolution Regimes) in respect of such Supported QFC and such QFC Credit Support (with the provisions below applicable notwithstanding that any Finance Document or any Supported QFC may in fact be stated to be governed by the laws of the State of New York or the US or any other state of the US): (a) in the event a Covered Entity that is party to a Supported QFC (each, a Covered Party) becomes subject to a proceeding under a US Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC or such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the US Special Resolution Regime if such Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the US or a state of the US; and (b) in the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a US Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the US Special Resolution Regime if such Supported QFC and the Finance Documents were governed by the laws of the US or a state of the US, without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 53.2 In this clause 53: BHC Act Affiliate of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 United States Code 1841(k)) of such party. Covered Entity means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 Code of Federal Regulations § 382.2(b).
165 Default Right has the meaning given to that term in, and shall be interpreted in accordance with, 12 Code of Federal Regulations §§ 252.81, 47.2 or 382.1, as applicable. QFC has the meaning given to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 United States Code 5390(c)(8)(D). 53.3 With regard to Hedging Agreements only, in the event of any conflict between any QFC provisions contained in the relevant Hedging Agreement and the QFC provisions contained in this clause 53, the terms of the relevant Hedging Agreement shall prevail. This Agreement has been entered into on the date stated at the beginning of this Agreement. 166 Schedule 1 The Original Parties Borrower Name Gimi MS Corporation Original Jurisdiction Republic of the Marshall Islands Registration number (or equivalent, if any) 98835 English process agent (if not incorporated in England) Golar Management Ltd, currently at 6th Floor, The Zig Zag, 70 Victoria Street, London SW1E 6SQ, England Registered Office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 Address for service of notices c/o Golar Management Ltd, 6th Floor, The Zig Zag, 70 Victoria Street, London SW1E 6SQ, England Attention: CFO [*****] The Original Lenders Name ABN AMRO Bank N.V., Oslo Branch NUF Commitment [*****] Facility Office, address and attention details for notices Olav Vs Gate 5 0161 Oslo P.O.B. 2069 Vika | N-0125 Norway Attention: [*****] Email: [*****] Name Citibank N.A., Jersey Branch Commitment [*****] Facility Office, address and attention details for notices PO Box 728 38 Esplanade, St Helier Jersey JE4 8ZT Attention details: [*****] 167 Name DNB (UK) Ltd. Commitment [*****] Facility Office, address and attention details for notices 8th Floor, The Walbrook Building 25 Walbrook, London EC4N 8AF United Kingdom Attention details: [*****] Emails: [*****] Name Goldman Sachs Bank USA Commitment [*****] Facility Office, address and attention details for notices 200 West Street New York NY 10282-2198 United States Attention: [*****] Email: [*****] Name Standard Chartered Bank (Singapore) Limited Commitment [*****] Facility Office, address and attention details for notices 8 Marina Boulevard #27-01 Marina Bay Financial Centre Singapore 018981 Attention: [*****] Emails: [*****] Name Standard Chartered Bank Commitment [*****] Facility Office, address and attention details for notices 1 Basinghall Avenue London EC2V 5DD United Kingdom Attention: [*****] Emails: [*****] 168 The Facility Agent Name Standard Chartered Bank (Hong Kong) Limited Facility Office, address and attention details for notices Address: 18th floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Hong Kong Attention: [*****] Email: [*****] The Security Trustee Name Standard Chartered Bank (Hong Kong) Limited Facility Office, address and attention details for notices Address: 18th floor, Standard Chartered Tower 388 Kwun Tong Road Kwun Tong Hong Kong Attention: [*****] Email: [*****] The Original Hedging Banks Name ABN AMRO Bank N.V. Facility Office, address and attention details for notices c/o Legal Global Markets/Markets Documentation Unit (HQ7206) Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands Attention: [*****] E-mail: [*****] Name Citibank Europe plc Facility Office, address and attention details for notices One North Wall Quay Dublin 1 Ireland Attention details: [*****]
169 Name DNB Bank ASA Facility Office, address and attention details for notices Dronning Eufemias gate 30 0191 Oslo Norway Fax: [*****] Tel : [*****] Attention details: [*****] Emails: [*****] Name Standard Chartered Bank Facility Office, address and attention details for notices 1 Basinghall Avenue London EC2V 5DD United Kingdom Attention: [*****] Emails: [*****] The Account Bank Name Standard Chartered Bank Facility Office, address and attention details for notices 1 Basinghall Avenue London EC2V 5DD United Kingdom Attention: [*****] Emails: [*****] 170 Schedule 2 Vessel Information Name of Vessel: GIMI Name Plate Capacity [*****] MTPA (or such other amount as is agreed or determined in accordance with clause 6 (Variations)) of the LOA Flag State: Marshall Islands Port of Registry: Marshall Islands IMO Number: 7382732 Official Number: 4196 LOA description: Lease and Operate Agreement dated 26 February 2019, as acceded to by the Operator pursuant to a deed of accession dated 7 August 2019, as amended and restated on 3 September 2021 and as further amended pursuant to an amendment deed dated 3 August 2024. Lessee: BP Mauritania Investments Limited Class notations: +OI Ship-Shaped LNG Production and Storage Unit POSMOOR BIS. Classification Society: DNV Major Casualty Amount: [*****] 171 Schedule 3 Conditions Precedent Part 1 Conditions Precedent to Utilisation Request 1 Corporate documents (a) A copy of the Constitutional Documents of each Original Obligor. (b) A copy of a resolution of the board of directors of each Original Obligor (or, if applicable, any committee of such board empowered to approve and authorise the following matters): (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party (its Relevant Documents) and resolving that it execute, deliver and perform the Relevant Documents to which it is a party; (ii) authorising a specified person or persons to execute its Relevant Documents on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with its Relevant Documents. (c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee. (d) A specimen of the signature of each person who has signed a Relevant Document authorised by the resolution referred to in paragraph (b) above in relation to its Relevant Documents and related documents. (e) A certificate of each Original Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded. (f) A copy of any power of attorney under which any person is appointed by any Original Obligor to execute any of its Relevant Documents on its behalf. (g) A certificate of an authorised signatory of each relevant Original Obligor certifying that each copy document relating to it specified in this Part of this Schedule 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 that any such resolutions or power of attorney have not been revoked. (h) A copy of a goodstanding certificate in respect of the Borrower. (i) A copy of a resolution signed by all the holders of the issued shares or other equity interests in the Borrower approving the terms of, and the transactions contemplated by, the Finance Documents. 172 2 Facility Agreement A duly executed original of this Agreement. 3 Hedging Agreements and Hedging Contract Security Evidence that: (a) Each of the Hedging Agreements has been executed by the Borrower and each Hedging Bank; (b) the Borrower has executed the Hedging Contract Security; and (c) any notice required to be given to a Hedging Bank under the Hedging Contract Security has been given to it and acknowledged by it in the manner required by the Hedging Contract Security. 4 Project Documents (a) A copy, certified as a true copy by a duly authorised signatory of the Borrower, of: (i) the LOA Documents; (ii) the Operating Services Agreement; and (iii) the Shareholder Agreement, in each case duly executed by the parties thereto and, if copies have not been delivered to the Facility Agent prior to the date of this Agreement, in form and substance satisfactory to the Lenders. (b) A certificate from the Borrower confirming that each of the Project Documents to which it is a party and is delivered to the Facility Agent pursuant to paragraph (a) above is a true, complete and accurate copy of such document and all amendments and supplements to it as at the date of the Utilisation Request and that all such documents remain in full force and effect on such date. (c) A copy of the executed Certificate of Acceptance, evidencing that Final Acceptance has occurred. (d) A copy of each of the Inter-Governmental Co-operation Agreement and the UUOA, together with any amendments or supplements thereto and, in relation to the Inter- Governmental Co-operation Agreement, a certified English translation. (e) Such evidence as the Facility Agent may require as to the due incorporation of the Lessee and any other party to the Project Documents listed in paragraph (a) above (other than an Obligor), their power and authority to enter into and perform those documents and the authorisation of their entry into them. (f) Evidence that the Lessee has given its prior written consent to the refinancing of the Vessel in accordance with clause 28.1(f) (Owner Financing) of the LOA. (g) Without prejudice to paragraph (e) above, evidence of goodstanding in respect of each Lessee Credit Support Provider.
173 5 Legal opinions The following legal opinions, each addressed to the Facility Agent, the Security Trustee, the Original Hedging Banks and the Original Lenders and substantially in the form approved by the Facility Agent prior to the signing of this Agreement: (a) a legal opinion of Norton Rose Fulbright LLP on matters of English law; (b) a legal opinion of Norton Rose Fulbright (Asia) LLP on matters of Singapore law; and (c) a legal opinion of Norton Rose Fulbright (US) LLP on matters of Marshall Islands law; and (d) a legal opinion of Appleby (Bermuda) Limited on matters of Bermuda law. (e) if required, a legal opinion in each other jurisdiction (other than England and Wales, Singapore, the Marshall Islands and Bermuda) in which an Obligor is incorporated and/or which is to be the governing law of any Finance Document. 6 Financial Statements, Accounts and financial information (a) The Facility Agent has received the Original Financial Statements of the Guarantor and an annual cash flow forecast of the Guarantor for the relevant Financial Year. (b) Evidence that any Account required to be established under clause 28 (Accounts) has been opened and established. (c) Evidence that any Account Security in respect of each Account has been executed and delivered by the Borrower and that any notice required to be given to an Account Bank under that Account Security has been given to it and acknowledged by it in the manner required by that Account Security and that an amount has been credited to it. 7 Know Your Customer Requirements Such documentation and information as any Finance Party may reasonably request through the Facility Agent to comply with know your customer or similar identification procedures under all laws and regulations applicable to that Finance Party, including specimen signatures. 8 Fees The Fee Letters have been duly executed by the Borrower. 9 Insurance An opinion in form and substance satisfactory to the Lenders from the Insurance Advisor confirming the satisfactory arrangement of the Insurances and letters of undertaking from insurers. 10 Other documents and evidence (a) Evidence of the Borrower's ownership of the Vessel, and registration of the Vessel with no prior encumbrances (other than Permitted Maritime Liens), in both cases acceptable to the Facility Agent. 174 (b) Valuations obtained (not more than thirty (30) days before the Utilisation Date) in accordance with clause 26 (Minimum security value) showing that the Security Value will be not less than the Minimum Value upon execution of the Security Documents specified in paragraph 2 (Finance Documents) of Part 2 of this Schedule and the Utilisation. (c) Evidence that any process agent referred to in any provision of any Finance Document entered into on or before the Utilisation Date requiring the appointment of a process agent, if not an Original Obligor, has accepted its appointment. (d) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the Vessel and entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. 175 Part 2 Conditions Precedent to making available the Loan 1 Certificates (a) The Facility Agent receives a certificate from a duly authorised officer of the Borrower certifying that as of the relevant Utilisation Date: (i) each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended; (ii) that each of the Project Documents delivered to the Facility Agent in Part 1 of this Schedule is a true, complete and accurate copy of such document; that no amendments or supplements to it exist at the date of the relevant Utilisation Request and that all such documents remain in full force and effect on such date; (b) A certificate of an authorised signatory of each other Obligor which is party to any of the Original Security Documents required to be executed before the Utilisation certifying that each copy document relating to it specified in Part 2 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended. 2 Finance Documents (a) A duly executed original of each of the following Original Security Documents: (i) the Mortgage (ii) the General Assignment; (iii) each Share Security Agreement; (iv) the Account Security; (v) the Hedging Contract Security; (vi) the Operator's Undertaking; (vii) each Vessel Manager's Undertaking; and (viii) the Subordination Deed, together with all letters, transfers, certificates and other documents required to be delivered under each such Original Security Document. (b) Duly executed notices of assignment and acknowledgements of those notices as required by any of the Original Security Documents. (c) A duly executed original of the Quiet Enjoyment Agreement. 176 (d) Documentary evidence that all filings and registrations that are required and capable to be made under applicable laws by the Obligors in relation to the Finance Documents have been entered into and filed and/or registered with the relevant registry by the Utilisation Date. 3 Refinancing and Funds Flow (a) Evidence of the repayment of the Existing Facility and discharge of any Security Interest which has been granted by the Original Obligors in respect of the Vessel and the Charged Property in connection with, or pursuant to, the Existing Facility. (b) A funds flow evidencing the flow of funds at closing. 4 Fees Evidence acceptable to the Facility Agent that all Fees, Costs and expenses due to the Finance Parties from the Borrower have been, or will, on the relevant Utilisation Date, be paid in full. 5 No Potential Event of Default or Event of Default There is no Potential Event of Default or Event of Default that is continuing.
177 Schedule 4 Utilisation Request From: Gimi MS Corporation To: Standard Chartered Bank (Hong Kong) Limited Dated: [●] 2025 Dear Sirs $1,200,000,000 Facility Agreement dated [●] 2025 (the Facility Agreement) 1 We refer to the Facility Agreement. This is the Utilisation Request. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow the Loan on the following terms: Proposed Utilisation Date: [●] (or, if that is not a Business Day, the next Business Day) Amount: $[●] 3 We hereby irrevocably instruct the Facility Agent to deduct from the proceeds of the Loan the arrangement fee payable under clause 12.1 (Arrangement fee) of the Facility Agreement and distribute the same in accordance with the Fee Letter in respect of such fee. 4 We confirm that each condition specified in clause 4.3 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 5 The purpose of the Loan is [specify purpose complying with clause 3 of the Facility Agreement] and its proceeds should be credited to the following account: [●] 6 This Utilisation Request is irrevocable. Yours faithfully authorised signatory for Gimi MS Corporation 178 Schedule 5 Form of Transfer Certificate To: [Standard Chartered Bank (Hong Kong) Limited] as Facility Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated: $1,200,000,000 Facility Agreement dated [●] 2025 (the Facility Agreement) 1 We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as a Transfer Certificate for the purposes of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement. 2 We refer to clause 33.6 (Procedure for assignment or transfer) of the Facility Agreement: (a) [The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with clause 33.6 (Procedure for assignment and transfer), all of the Existing Lender's rights and obligations under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement as specified in the Schedule.] (b) [The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement as specified in the Schedule.] (c) The Existing Lender is released from the obligations owed by it which correspond to that portion of the Existing Lender's Commitment and participation in the Loan under the Facility Agreement specified in the Schedule (but the obligations owed by the Obligors under the Finance Documents shall not be released). (d) On the Transfer Date 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 (c) above.] (e) The proposed Transfer Date is [●]. 3 Novation Method. 4 Assignment Method. (a) The Facility Office and address, e-mail address and attention details for notices of the New Lender for the purposes of clause 43.2 (Addresses) are set out in the Schedule. 5 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in clause 33.5 (Limitation of responsibility of Existing Lenders). 6 [The New Lender confirms that it [is]/ [is not] a Borrower Affiliate.] 179 7 [This Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with clause 33.7 (Copy of Transfer Certificate to Borrower), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.] 8 This Agreement 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 Agreement. 9 This Agreement and any non-contractual obligations connected with it are governed by English law. 10 This Agreement has been entered into on the date stated at the beginning of this Agreement. 180 The Schedule Rights [assignment and assumption method: to be assigned and obligations to be released and undertaken] [novation method: and obligations to be transferred] [insert relevant details] [Facility Office address, e-mail address and attention details for notices and account details for payments.] [Existing Lender] [New Lender] By: By: Details of US$/Foreign Currency account designated for payment purposes (if applicable): Correspondent Bank : Swift Code: Account Bank (if app)*: Account Bank Swift Code (if app)*: Account Name: Account Number: Ref: Attn: This Agreement is accepted by the Facility Agent as a Transfer Certificate for the purposes of the Facility Agreement and the Transfer Date is confirmed as [●]. [assignment and assumption method: Signature of this Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.] [Standard Chartered Bank (Hong Kong) Limited] as Facility Agent By: [Standard Chartered Bank (Hong Kong) Limited] as Security Trustee By:
181 Schedule 6 Form of Compliance Certificate To: [Standard Chartered Bank (Hong Kong) Limited] as Facility Agent From: [●] as [Borrower][Guarantor] Dated: [●] Dear Sirs $1,200,000,000 Facility Agreement dated [●] 2025 (the Facility Agreement) 1 I/We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2 I/We confirm that: [Insert details of covenants to be certified] 3 [I/We confirm that no Event of Default or Potential Event of Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.] Signed by: [Chief Financial Officer] [Treasurer] [Chief Accounting Officer] 182 Schedule 7 Indicative Amortisation Schedule 183 Repayment Number Principal (prior to repayment) ($) Principal repayment ($) Principal outstanding (following repayment) ($) 1 (First Repayment Date) 1,200,000,000 18,750,000 1,181,250,000 2 1,181,250,000 18,750,000 1,162,500,000 3 1,162,500,000 18,750,000 1,143,750,000 4 1,143,750,000 18,750,000 1,125,000,000 5 1,125,000,000 18,750,000 1,106,250,000 6 1,106,250,000 18,750,000 1,087,500,000 7 1,087,500,000 18,750,000 1,068,750,000 8 1,068,750,000 18,750,000 1,050,000,000 9 1,050,000,000 18,750,000 1,031,250,000 10 1,031,250,000 18,750,000 1,012,500,000 11 1,012,500,000 18,750,000 993,750,000 12 993,750,000 18,750,000 975,000,000 13 975,000,000 18,750,000 956,250,000 14 956,250,000 18,750,000 937,500,000 15 937,500,000 18,750,000 918,750,000 16 918,750,000 18,750,000 900,000,000 17 900,000,000 18,750,000 881,250,000 18 881,250,000 18,750,000 862,500,000 19 862,500,000 18,750,000 843,750,000 20 843,750,000 18,750,000 825,000,000 21 825,000,000 18,750,000 806,250,000 22 806,250,000 18,750,000 787,500,000 23 787,500,000 18,750,000 768,750,000 24 768,750,000 18,750,000 750,000,000 25 750,000,000 18,750,000 731,250,000 26 731,250,000 18,750,000 712,500,000 27 712,500,000 18,750,000 693,750,000 28 (Final Repayment Date) 693,750,000 693,750,000 - Notes to Schedule 7: 1 First Repayment Date is three (3) Months after Utilisation Date. 184 2 Schedule includes 28 consecutive quarterly principal repayments of $18,750,000 plus a Total Balloon Amount of $675,000,000, repayable on the Final Repayment Date. 3 Subject to adjustment in accordance with clause 6.3 (Adjustment of scheduled repayments).
185 Schedule 8 Form of Hedging Bank Accession Undertaking To: Standard Chartered Bank (Hong Kong) Limited as Facility Agent. From: [Acceding Hedging Bank] THIS UNDERTAKING is made on [date] by [insert full name of new Hedging Bank] (the Acceding Hedging Bank) in relation to the facility agreement (the Facility Agreement) dated [●] between, among others, Gimi MS Corporation as Borrower, [Standard Chartered Bank (Hong Kong) Limited] as Facility Agent and Security Trustee and the financial institutions listed therein as Original Lenders. Terms defined in the Facility Agreement shall, unless otherwise defined in this Undertaking, bear the same meanings when used in this Undertaking. The Acceding Hedging Bank has become a provider of hedging arrangements to the Borrower. In consideration of the Acceding Hedging Bank being accepted as a Hedging Bank for the purposes of the Facility Agreement, the Acceding Hedging Bank confirms, for the benefit of the parties to the Facility Agreement, that, as from [date], it intends to be party to the Facility Agreement as a Hedging Bank, and undertakes to perform all the obligations expressed in the Facility Agreement to be assumed by a Hedging Bank and agrees that it shall be bound by all the provisions of the Facility Agreement, as if it had been an original party to the Facility Agreement as a Hedging Bank. This Undertaking and any non-contractual obligations arising out of or in connection with it are governed by English law. This Undertaking has been entered into on the date stated above and is executed as a deed by the Acceding Hedging Bank and is delivered on the date stated above. For and on behalf of ...................................................................... [Name of Acceding Hedging Bank] Address: [●] Attention: [●] Email: [●] 186 Accepted by the Security Trustee ...................................................................... for and on behalf of Standard Chartered Bank (Hong Kong) Limited as Security Trustee Date: Accepted by the Facility Agent ...................................................................... for and on behalf of Standard Chartered Bank (Hong Kong) Limited as Facility Agent Date: Signatures The Borrower EXECUTED for and on behalf of GIMI MS CORPORATION By /s/ Pernille Noraas ) ) ) Name: Pernille Noraas Title: Attorney-in-Fact The Guarantor EXECUTED for and on behalf of GOLAR LNG LIMITED By /s/ Pernille Noraas ) ) ) Name: Pernille Noraas Title: Attorney-in-Fact The Facility Agent EXECUTED for and on behalf of STANDARD CHARTERED BANK (HONG KONG) LIMITED By /s/ Chu Kheng Sin ) ) ) Name: Chu Kheng Sin Title: Managing Director & Regional Head – South and Southeast Asia Transportation Finance The Security Trustee EXECUTED for and on behalf of STANDARD CHARTERED BANK (HONG KONG) LIMITED By /s/ Chu Kheng Sin ) ) ) Name: Chu Kheng Sin Title: Managing Director & Regional Head – South and Southeast Asia Transportation Finance The Mandated Lead Arrangers EXECUTED for and on behalf of ABN AMRO BANK N.V., OSLO BRANCH NUF By /s/ N. A Dijkshoorn ) ) ) By /s/ Bjorn P. Flaate Name: N. A Dijkshoorn Title: Name: Bjorn P. Flaate Title: EXECUTED for and on behalf of CITIBANK, N.A., LONDON BRANCH By /s/ Alfred Butrons ) ) ) Name: Alfred Butrons Title: Director EXECUTED for and on behalf of DNB (UK) LIMITED By /s/ Kelly Sage ) ) ) By /s/ Harry Leadsom Name: Kelly Sage Title: Authorised Signatory Name: Harry Leadsom Title: Authorised Signatory
EXECUTED for and on behalf of GOLDMAN SACHS BANK USA By /s/ Inci Aydogdu ) ) ) Name: Inci Aydogdu Title: Authorised Signatory EXECUTED for and on behalf of STANDARD CHARTERED BANK (SINGAPORE) LIMITED By /s/ Chu Kheng Sin ) ) ) Name: Chu Kheng Sin Title: Managing Director & Regional Head – South and Southeast Asia Transportation Finance The Original Lenders EXECUTED for and on behalf of ABN AMRO BANK N.V., OSLO BRANCH NUF By /s/ N. A Dijkshoorn ) ) ) By /s/ Bjorn P. Flaate Name: N. A Dijkshoorn Title: y Name: Bjorn P. Flaate Title: EXECUTED for and on behalf of CITIBANK N.A., JERSEY BRANCH By /s/ Anne Donegan ) ) ) Name: Anne Donegan Title: Vice President EXECUTED for and on behalf of DNB (UK) LIMITED By /s/ Kelly Sage ) ) ) By /s/ Harry Leadsom Name: Kelly Sage Title: Authorised Signatory Name: Harry Leadsom Title: Authorised Signatory EXECUTED for and on behalf of GOLDMAN SACHS BANK USA By /s/ Inci Aydogdu ) ) ) Name: Inci Aydogdu Title: Authorised Signatory EXECUTED for and on behalf of STANDARD CHARTERED BANK (SINGAPORE) LIMITED By /s/ Chu Kheng Sin ) ) ) Name: Chu Kheng Sin Title: Managing Director & Regional Head – South and Southeast Asia Transportation Finance EXECUTED for and on behalf of STANDARD CHARTERED BANK By /s/ Christian Johnsson ) ) ) Name: Cristian Jonsson Title: Global Head, Syndicate and Financing Risk The Original Hedging Banks EXECUTED for and on behalf of ABN AMRO BANK N.V. By /s/ N. A Dijkshoorn ) ) ) By /s/ Bjorn P. Flaate Name: N. A Dijkshoorn Title: Name: Bjorn P. Flaate Title: EXECUTED for and on behalf of CITIBANK EUROPE PLC By /s/ Charley Bensaid ) ) ) Name: Charley Bensaid Title: Managing Director Markets EXECUTED for and on behalf of DNB BANK ASA By /s/ Kelly Sage ) ) ) By /s/ Harry Leadsom Name: Kelly Sage Title: Authorised Signatory Name: Harry Leadsom Title: Authorised Signatory
EXECUTED for and on behalf of STANDARD CHARTERED BANK By /s/ John Newman ) ) ) Name: John Newman Title: Global Head, Rates & FX trading
EX-8.1
17
glng-12312025xex81.htm
EX-8.1 GLNG SUBSIDIARIES
Document
Exhibit 8.1
The following table lists the Company’s significant subsidiaries as at March 16, 2026. Unless otherwise indicated, the Company owns a 100% controlling interest in each of the following subsidiaries.
|
|
|
|
|
|
Name |
Jurisdiction of Incorporation |
| Gimi Holding Company Limited |
Bermuda |
| Golar LNG Energy Limited |
Bermuda |
| Golar Management (Bermuda) Limited |
Bermuda |
Golar FLNG Sub-Holding Company Limited |
Bermuda |
Golar Hilli LLC (1) |
Marshall Islands |
Golar Hilli Corporation (1) |
Marshall Islands |
Gimi MS Corporation (2) |
Marshall Islands |
Golar MK II Corporation |
Marshall Islands |
| Golar MS Operator SARL |
Mauritania |
| Golar Management AS |
Norway |
| Golar Management Limited |
United Kingdom |
(1) In February 2018, Golar Hilli LLC was incorporated with Golar as sole member. In July 2018, shares in Golar Hilli Corporation (a 89% owned subsidiary of Golar Hilli LLC) were exchanged for Hilli Common Units, Series A Special Units and Series B Special Units. In March 2023, Golar reacquired NFE’s 50% ownership interest in Hilli Common Units. In December 2024, we repurchased the remaining non-controlling interest in Hilli LLC. As at December 31, 2025, Golar effectively owns 100% of Hilli LLC.
(2) In November 2018, Gimi MS Corporation (“Gimi MS Corp”) was incorporated with Golar LNG as sole shareholder. In February 2019, the Gimi was transferred to Gimi MS Corp from Golar Gimi Corporation. In April 2019, First FLNG Holdings Pte. Ltd. (“First FLNG Holding”), an indirect wholly-owned subsidiary of Keppel Capital, acquired a 30% share in Gimi MS Corp.
* The above table excludes mention of the lessor variable interest entity (“lessor VIE”) that we have leased a vessel from under a finance lease. The lessor VIE is wholly-owned, newly formed special purpose vehicle (“SPV”) of a financial institution. While we do not hold any equity investment in this SPV, we have concluded that we are the primary beneficiary of the lessor VIE and accordingly have consolidated this entity into our financial results.
EX-11.1
18
codeofconduct2025.htm
EX-11.1 CODE OF CONDUCT
codeofconduct2025
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 1 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Code of Conduct Introduction Golar has a strong commitment to honest and ethical conduct. Our core values are the foundation of our Code of Conduct (the “Code”), and underpin the way we work and interact with our customers, suppliers, colleagues, and communities: • We all work safely and keep others safe. • We are pioneers. • We are positive. • We are a team. • We do everything with integrity. • We all take responsibility and share accountability. • We keep things simple. Our code The Code outlines required standards and behaviours to help shape and strengthen our culture. All employees (whether contractors, fixed term or permanent, interns, seconded staff), directors, officers (all referred to as “Company Personnel”) are expected to uphold these high standards wherever in the world we conduct business, ensuring that honesty and integrity are maintained. Golar is committed to complying with all applicable laws and regulations in the countries in which it operates, national and international conventions, as well as with best practices, with regard to ethics, social responsibility, and protection of the environment. 2.1 Your responsibilities Employees and contractors are required to: Additionally, managers are required to: Failure to comply with the Code, and the policies and procedures to which it refers, will not be tolerated, and
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 2 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. will result in disciplinary procedures being applied that may result in your dismissal from the Company. 2.2 Ethical dilemmas Each individual employee is responsible for complying with the Code and Company policies - we all have a responsibility to protect the Company’s and each other’s reputation in everything we do and say. If you are ever unsure about what to do and whether your actions could bring the Company into disrepute, you should ask yourself: You can also reach out to your line manager or the Risk & Controls and Legal teams if you are unsure about the correct course of action.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 3 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Protecting our people, supply chain and communities 3.1 Keeping everyone safe Safety and security for our Company Personnel and stakeholders has the highest priority. Our aspirational goal is zero harm to people, environment, and Company assets. To achieve this, we expect all Company Personnel to: • Stop our own or others work if considered unsafe. • Speaking up if we see anything we consider unsafe. • Listen to concerns raised by others. • Never take on work we are not qualified to perform. • Work according to company policies, procedures, and job instructions. • Report incidents with organizational learning as main focus. 3.2 Embracing diversity and inclusion Golar is committed to offering equal opportunities to everyone and prohibits discrimination and harassment against any employee or prospective employee. We strive to ensure equal treatment in recruitment, hiring, compensation, access to training, employee benefits and services, promotion, termination and retirement, irrespective of gender, race, colour, age, sexual preference, marital status, disability, religion or belief, language, national or social origin, ancestry, political opinion, or any other status recognised by international law. 3.3 Respectful treatment Golar is committed to making sure all Company Personnel feel respected and included. Being respectful means: • Respecting cultural differences. • Never harassing, threatening, or acting violently toward others. Harassment includes any conduct likely to cause offense or humiliation to any person. • Dealing honestly, ethically, and fairly with customers, suppliers, and competitors. • Never taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. • Encouraging and listening to anyone who speaks up and reporting any instances that breach our expectations for respectful treatment.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 4 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. 3.4 Modern slavery Golar is committed to ensuring that human rights are respected and promoted. All of us have a responsibility to help eliminate any exploitation of human rights such as child labour, human trafficking, and forced labour in our business or our supply chain. This includes, without limitation: • Not use, or benefit from child labour. Golar follows the International Labour Organisation’s (“ILO”) definition of minimum age for employment of 18 years. • Not use, or benefit from forced or involuntary labour, human trafficking, or modern slavery. All employees and contractors shall enjoy freedom of movement during their employment. Personal/employment documents or payment of compensation must not be withheld, thereby preventing such an employee from terminating their employment. • Comply with appropriate working hour requirements as established by national law or relevant collective agreements. • We do not support or deal with any person or business knowingly involved in slavery or human trafficking. 3.5 Respect freedom of association and collective bargaining Golar respects the rights of its Company Personnel to associate freely and to join trade unions and/or workers councils, or to engage in collective bargaining, in accordance with national law and international conventions. Protecting the environment Golar strongly believes that we must take responsibility for the environment we operate in. The Company will comply with all relevant local and national environmental laws and regulations, as well as all requirements for environmental licenses and permits. Golar has an environmental program driven by our sustainability strategy and goals, as set out in our voluntary ESG reporting. This program seeks to integrate environmental considerations in our activities and strive for continuous improvement, by minimising any adverse effects of our activities on the environment. You should take personal responsibility for environmental factors within your work, with reference to the Environmental Policy, Pollution Prevention Policy and other associated policies and guidance, which can be found in Golars’ document management system.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 5 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Countering corruption We are committed to instilling a strong anti-corruption culture, upholding all laws relevant to countering bribery and corruption, and supporting efforts to eliminate bribery and corruption in our industry. We have zero-tolerance approach to bribery and corruption and expressly prohibit the offering, giving, solicitation, or acceptance of any bribe, including facilitation payments. Particular care must be taken when interacting with Governments and Government officials, and you should always know who you are doing business with by following our due diligence procedures at the outset of a relationship. Never accept, give, or promise anything that could be interpreted as intending to improperly influence a governmental or commercial decision. Any bribery demands should be reported to your manager and the legal department. Corruption does not necessarily involve money. Anything of value, including gifts or entertainment, may be considered a bribe under certain circumstances. You should seek support if you feel that you are being pressured to breach the Policy under the guise of achieving other Company objectives. Further details on the following can be found in the Anti-Bribery and Corruption Policy (available in Golars’ document management system or on our website): • Guidance on interacting with governments, • Guidance on working with third parties, • Contributions and donations, • Gifts and hospitality, • Travel and lodging, • Facilitation payments, • Personal protection payments, and • Fraud.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 6 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Engaging fairly with business partners 6.1 Competing fairly Competition and anti-trust laws are often complex, but they exist to protect free enterprise and fair competition. You must take care to not enter into any inappropriate conversations or agreements with our competitors, including but not limited to fixing prices, rigging bids, or allocating customers. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other payments shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action. Gifts and hospitality should be in line with our Anti-bribery and Corruption policy, which can be found in Golars’ document management system or on our website. 6.2 Responsible sourcing Golar has set out procurement policies and procedures which help us to choose our suppliers and business partners carefully and objectively. We want to work with suppliers who share our commitments to quality, safety and ethical conduct, and for that reason we have established the Golar Supplier Code of Conduct. When engaging suppliers or business partners you must follow Procurement policy and procedures (which can be found in Golars’ document management system) and communicate to the supplier, ensure that they understand our expectations of them and take appropriate actions if those expectations are not met. 6.3 Conflicts of interest A conflict of interest exists if the actions of an employee are, or could reasonably appear to be, influenced by personal considerations, benefit, or gain. Therefore, you must: • Avoid any interest that conflicts or appears to conflict with the interests of the Company or that could reasonably be determined to harm the Company’s reputation. • Report any actual or potential conflict of interest immediately to your manager and adhere to instructions concerning how to address such conflict of interest; and • Be open about close friends or family members employed by competing businesses, customers, or key suppliers. 6.4 Corporate opportunities Employees and full-time contractors owe a duty to advance the legitimate interests of the Company when opportunities arise. You may not, to the detriment of the Company’s interests, take for yourself opportunities that are discovered through the use of corporate property, information, or position.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 7 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Appropriate conduct 7.1 Political activity You have the right to engage in lawful political activity in your personal capacity, including taking part in the political process and making personal donations. However, to protect Golar’s interests and reputation you must ensure that any personal political activities are kept separate from your role at Golar and that your views and actions are presented as your own and not those of Golar. Golar will not make donations or contributions of any kind to political parties, and therefore you must not use Golar funds or resources, including your time during Golar work hours, to help political campaigns, whether directly or indirectly. 7.2 Proper use of company assets The Company’s assets are only to be used for legitimate business purposes and only where appropriately authorised. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). We all have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient and appropriate use. If you become aware of any theft, waste, or misuse of the Company’s assets, you should report this in line with our Speak Up Policy. 7.3 Integrity of corporate records We all contribute to the recording of financial and non-financial information. It is essential that records of our transactions and business activities are complete and accurately reflect the facts. You are required to ensure that all transactions you are involved in are properly authorised, recorded, and reported where applicable in line with Company procedures. No undisclosed or unrecorded funds or assets shall be established for any purpose. We must also ensure that our public communications (including financial statements) are full, fair, accurate, timely, and understandable. The auditors are there to ensure the Company’s financial statements are free from material error – therefore you must provide them with all information they request, and must not take, nor direct or permit others to take, any action to fraudulently influence, coerce, manipulate, or mislead them in their audit or review of our financial statements. 7.4 Anti-money laundering Money laundering involves the use of proceeds of crime and/or the concealment of the criminal origin of money or assets within a legitimate business or business activities. Anti-money laundering laws are strict and may operate to impose criminal liability on any company or individual employee that assists in or enables money laundering to occur. You have a duty to report any suspicious activity to the legal department. Examples of potentially suspicious activity: • Any transactions where the basic details of the parties cannot be checked or verified.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 8 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. • Payments that are made in currencies other than that specified in the invoice, contract or purchase order; • Attempts to receive or make payments in cash or its equivalents, such as cashier checks; • Requests to make overpayments; and • Transactions that are made through unknown or unnecessary intermediaries or transactions that are accompanied by a request for secrecy.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 9 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Protecting our information 8.1 Confidentiality and privacy It is important that everyone protects the confidentiality of Company information. You may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Proprietary information includes all non-public information that might be useful to competitors or could be harmful to the Company, our clients or suppliers, if disclosed. Intellectual Property, such as trade secrets, development plans, salaries and other employment information etc, must also be protected. You are required to keep such information confidential during employment as well as thereafter, and to not use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Company Personnel concerned can be severe where there is unauthorized disclosure of any non-public, privileged, or proprietary information. 8.2 Electronic communications We expect everyone to follow the following rules for electronic communications: • You should use electronic communications for business purposes only, and refrain from using the Company’s electronic communications for personal use; • Your communications should be professional, timely, and where applicable approved; • You must not disclose information about Golar’s business activities unless you are authorized to do so. This applies to what you say, as well as what you write; • Make no statements which could have a negative impact on Golar’s brand or reputation; • Make no personal comments which could be interpreted as a comment or endorsement by Golar; • Respect our Confidentiality, Privacy and Media Handling Policy and ensure confidential information is kept confidential; • Avoid using ephemeral messaging apps (e.g., Snapchat, Instagram) for general business communications. Golar permits WhatsApp usage exclusively to confirm meeting logistics; and • Avoid communicating any business-related information on personal, rather than business, email addresses. There rules are not intended to be exhaustive, and if in doubt you should consider how your communication reflects on Golar, use common sense and respect applicable laws and regulations. 8.3 Corporate communications Only certain designated employees and full-time contractors may discuss the Company with the news media, securities analysts, and investors. All inquiries from regulatory authorities or government representatives should be referred to the appropriate manager. If you are exposed to media contact, you must not comment on rumours or speculation regarding the Company’s activities. 8.4 Insider trading The Company’s shares are listed on the NASDAQ stock market, and accordingly, the Company is subject to a number of laws regarding employee transactions in Golar shares and securities. In particular, you may become aware of material non-public information (information, which is not publicly available, is share price sensitive and would be considered relevant to an investor when deciding whether to invest in Golar). It is illegal for
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 10 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. you, or your family members, to trade in Golar securities while in possession of material non-public information and doing so can result in severe penalties. To assist you in complying with these laws, we have developed an Insider Trading Policy which applies to all employees, full-time contractors, and consultants of the Company. You can find the policy in Golars’ document management system. 8.5 Personnel data All personal data shall be treated in accordance with the Golar Management Ltd Privacy Notice which is available on Golars’ document management system.
Code of Conduct Rev: 5 Date:11/3/2025 Doc ID: ORG 0040 Page: 11 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. CONTACT 9.1 Questions If you have any questions about this policy or the correct course of action, you can reach out to your line manager or the Legal team. 9.2 Raising a concern Golar expects employees, contractors, and third-party agents to raise concerns of potential or actual violations of Golar policy pursuant to the procedures outlined in the Speak Up Policy, which can be found in Golars’ document management system or on our website. We take all matters of malpractice, improper action, or wrongdoing very seriously, and we handle reviews of such matters as confidentially as possible. Individuals who raise any matters of genuine concern shall not face any retaliation, even if the Company does not find evidence to corroborate the concerns raised.
EX-11.2
19
insidertradingpolicy2025.htm
EX-11.2 INSIDER TRADING POLICY
insidertradingpolicy2025
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 1 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. INSIDER TRADING POLICY 1 Purpose Golar LNG Limited (“the Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, employees, and consultants comply with applicable securities laws and avoid the perception of insider trading. 2 Scope • This Policy applies to directors, officers, employees, and consultants who may receive or be aware of information that is Material and Non-Public regarding the Company and its Business Partners, as well as their family members and others in their households (referred to in this Policy as “Insiders”). This Policy also applies to any person who receives Material, Non-Public information from an Insider. • Except as specifically excluded below, this Policy applies to any and all transactions in the Company’s Shares and other publicly traded securities, or transactions in the securities of customers, joint-venture or strategic partners and suppliers of the Company. 3 Trading Prohibition 3.1 Generally prohibited activities a. Trading in Company Securities: i. No Insider may buy, sell, or otherwise trade in Company Securities while aware of Material, Non-Public information about the Company. ii. No Insider may buy, sell, or otherwise trade in Company securities during a Blackout Period (refer section 3.2 below). iii. No Insider may engage in transactions which are speculative in nature and therefore create the appearance of being based on Material, Non-Public information. Such transactions include (1) short sales of Company securities; (2) puts, calls or other derivative transactions; and (3) hedging transactions including forward sale or purchase contracts equity swaps, collars or exchange funds. b. Tipping and Giving Trading Advice: i. No Insider shall disclose or tip Material, Non-Public information to any other person where the Material, Non-Public information may be used by that person to their profit by trading in Company Securities, nor shall the Insider make recommendations or express opinions regarding trading in Company Securities based on Material, Non- Public information.
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 2 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. ii. Insiders are not authorized to recommend the purchase or sale of Company Securities, or give trading advice of any kind about the Company, to any other person whether or not such Insider is aware of Material, Non-Public information. c. Trading in Securities of Business Partners: i. All insiders should treat Material, Non-Public information about business partners (customers, joint venture or strategic partners, vendors or suppliers of the Company) with the same care required with respect to Material, Non-Public information related directly to the Company. ii. No Insider may, while in possession of Material, Non-Public information about any other public company gained in the course of employment with the Company, (a) trade in the securities of the other public company, (b) “tip” or disclose such material nonpublic information concerning that company to anyone, or (c) give trading advice of any kind to anyone concerning the other public company. 3.2 Blackout Period The Company establishes Blackout Periods, during which Insiders are prohibited from trading in Company Securities, during periods where Insiders will often be aware of Material, Non-Public Information. These Blackout Periods are designed to protect Insiders from the appearance of improper insider trading and support them in complying with applicable federal and state security laws. Even outside of a Blackout Period, any Insider aware of Material, Non-Public Information should not engage in a transaction in Company Securities until the information becomes public or is no longer Material. Trading in Company Securities outside of a Blackout Period should not be considered a “safe harbor,” and all Insiders should use good judgment at all times. a. Quarter-End Blackout Period: During preparation of our financial results for each fiscal quarter, Insiders will often be aware of Material, Non-Public information about the expected financial results of the Company. Therefore, a Blackout Period starts from the close of the market on the tenth working day following the end of each fiscal quarter and ends one full Trading Day after the Company’s public disclosure of the financial results for that fiscal quarter. b. Other Blackout Periods: From time to time, the Company may announce other Blackout Periods because of developments known to the Company but not yet disclosed to the Public. In these instances, the Blackout Period will end once the information has been known publicly for at least one full Trading Day. During such periods, Insiders should not disclose to others that a Blackout Period or trading suspension is in place.
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 3 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. 3.3 Additional Restrictions Applicable to the Window Group The Company has determined that certain Insiders (the “Window Group”) must not trade in Securities, even during a Trading Window, without first complying with the Company’s “pre-clearance” process, as set out in Section 5 below. The Window Group consists of the members of the Board, all individuals members of Senior Management and other Key Employees identified by the Clearing Responsible. 3.4 Exceptions This Policy does not apply in the case of the following transactions, except as specifically noted: a. Option Exercises. This Policy does not apply to the exercise of an employee option acquired pursuant to an equity incentive plan of the Company or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold Securities subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of Securities as part of a broker-assisted cashless exercise of an option, or any other market sale to generate the cash needed to pay the exercise price of an option. b. Restricted Unit Awards. This Policy does not apply to the vesting of restricted units or the exercise of a tax withholding right where the Insider elects to have the Company withhold Securities to satisfy tax withholding requirements upon the vesting of any restricted units. The Policy does apply, however, to any market sale of restricted units. c. Bona Fide Gifts. Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell Securities while the Insider is aware of Material, Non-Public information, or the person making the gift is in the Window Group and the sales by the recipient of Securities occur during a Blackout Period. d. Mutual Funds. Transactions in mutual funds that are invested in Securities are not transactions subject to this Policy. e. Rule 10b5-1 Plans. This Policy does not apply to transactions effected pursuant to a 10b5-1 plan (i) approved in writing in advance by the CEO of Golar Management and (ii) entered into at a time when the person executing the 10b5-1 plan is not in possession of Material Non- Public Information concerning the Company or Business Partners. 4 Determining whether information is material and non-public 4.1 Definition of “Material” Information It is not possible to define all categories of material information. However, in general, information should be regarded as “Material” if there is a substantial likelihood that a reasonable investor would consider the information significant when making an investment decision to buy, hold or sell Securities. Information that is likely to affect the price of an entity’s securities is almost always Material. It is also important to remember that either positive or negative information may be Material.
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 4 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. It is important to remember that if securities transactions become the subject of scrutiny, they will be viewed after-the-fact and with the benefit of hindsight, including whether the Company’s stock price changed once the information became public. Therefore, before engaging in any securities transaction, you should consider carefully how the Securities and Exchange Commission (the “SEC”) and others might view your transaction in hindsight and with all of the facts disclosed. Whilst if may be difficult under this standard to determine every type of information which could be deemed “material”, common examples of Material information include: • Financial performance, including unpublished financial results (annual, quarterly or otherwise), unpublished projections of future earnings or losses or significant changes in liquidity; • News of a significant merger, joint venture, acquisition (including the acquisition of a vessel) or a sale of significant assets; • News of commercial developments, including entry into a new charter, final investment decision on a new project or the gain or loss of a substantial customer; • News of a major operational incident including vessel causality, collision or grounding; • Significant changes in Senior Management • A significant cybersecurity incident or any other significant disruption in the operations of the Company; or loss, potential loss, breach, or unauthorized access of the property or assets of the Company, whether at its facilities or through its information technology infrastructure; • New equity or debt offerings; • Significant developments in litigation or regulatory proceedings; • An imminent change in the credit rating of the Company or any of its subsidiaries. 4.2 Definition of “Non-Public” Information Information is “non-public” if it has not been previously disclosed to the general public and is otherwise not generally available to the investing public. “Public information” is information widely disseminated in a manner to make it generally available to the investing public, and the investing public must have had time to absorb the information fully. Generally, one should allow one full Trading Day following publication as a reasonable waiting period before information is deemed to be public.
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 5 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. 5 Pre-clearance procedure for members of the “window group” 5.1 Request for Clearance No member of the Window Group may enter into any trade in Company Securities without obtaining clearance from the Clearing Responsible. Request for clearance shall be made in writing to the Clearing Responsible, in the form added as appendix. The member of the Window Group is required to certify to the Clearing Responsible that they have properly investigated whether there exists Material, Non-Public information regarding the Company prior to requesting clearance. If the member of the Window Group is at all uncertain as to whether any information they have is Material, Non-Public information they must disclose this to the Clearing Responsible at the time of requesting clearance. 5.2 The Clearing Responsible The Company has designated the Chief Financial Officer (“CFO”) as Clearing Responsible for the Window Group. Clearing Responsible for the CFO is the Chief Executive Officer (“CEO”). 5.3 Procedure for Clearance Before answering a request for clearance, the Clearing Responsible shall properly investigate whether clearance can be granted. This investigation must be conducted without undue delay. If the Clearing Responsible finds that there exists Material, Non-Public information, the request for clearance will be denied. If no Material, Non-Public information exists it shall be approved. The request for clearance must be responded to in writing by the Clearing Responsible without undue delay in the form added as appendix. No reason shall be given if a request for clearance is denied. The clearance of a proposed trade by the Clearing Responsible does not constitute legal advice or otherwise acknowledge that a member of the Window Group does not possesses Material, Non-Public information. Insiders must ultimately make their own judgments regarding, and are personally responsible for determining, whether they are in possession of Material, Non-Public information. 5.4 Hardship Trades The guidelines specified in this Section 5 may be waived, at the discretion of the Clearing Responsible, if compliance would create severe hardship or prevent an Insider from complying with a court order, as in the case of a divorce settlement. Any exception approved by the Clearing Responsible must be reported immediately to the Audit Committee of the Board. 5.5 Effect of Clearance Subscription, purchase, sale, or exchange of Securities is only considered cleared if a binding agreement is concluded within 7 days of the clearance date. If a binding agreement is not concluded within this period, a new clearance is required. 6 Penalties for Insider Trading under U.S. Law
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 6 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all the penalties listed below, even if they do not personally benefit from the violation. Penalties may include, without limitation, the following: For individuals who trade on Material, Non-Public information (or tip information to others): • A civil penalty of up to three times the profit gained, or loss avoided resulting from the violation; • A criminal fine of up to $5.0 million (no matter how small the profit); and/or • A jail term of up to 20 years. For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading: • A civil penalty of up to the greater of $1.0 million or three times the profit gained, or loss avoided resulting from the Insider’s violation; • A criminal penalty of up to $25.0 million; and/or • The civil penalties may extend personal liability to the company’s directors, officers, and other supervisory personnel if they fail to take appropriate steps to prevent Insider trading. 7 Questions or concerns You should read this Policy carefully. If you have any questions or concerns regarding this Policy, you should contact the Clearing Responsible. APPENDIX I. REQUEST FOR CLEARANCE OF TRADING IN SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Clearing Responsible) From: (the Window Group Member / other) Date: I, the undersigned, have properly investigated whether there exists Material, Non-Public information related to Golar LNG Limited as defined in the Insider Trading Policy. I request clearance of subscription for/purchase, sale/exchanges of (circle one): Shares
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 7 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. Units Options Futures / forwards / or other financial instruments (signature) APPENDIX II. CLEARANCE OF TRADING SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Window Group Member / other) From: (the Clearing Responsible) Date: Reference is made to your request for clearance dated I hereby inform you that your subscription for/purchase/sale or exchange of the Securities listed in the request have been cleared. The clearance only applies if the transaction thus cleared is concluded within 7 days after the date hereof. If not, a new clearance must be obtained. (signature)
Insider Trading Policy Rev: 4.02 Date:6/26/2025 Doc ID: ORG 0020 Page: 8 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. APPENDIX III. DENIAL OF REQUEST FOR CLEARANCE OF TRADING IN SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Window Group Member / other) From: (the Clearing Responsible) Date: Reference is made to your request for clearance dated ___________________________ to the undersigned. I hereby inform you that clearance as requested cannot be granted. (signature)
EX-12.1
20
glng-12312025xex121.htm
EX-12.1
Document
Exhibit 12.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Karl Fredrik Staubo, certify that:
1. I have reviewed this annual report on Form 20-F of Golar LNG Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 26, 2026
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/s/ Karl Fredrik Staubo
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| Karl Fredrik Staubo |
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| Principal Executive Officer |
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EX-12.2
21
glng-12312025xex122.htm
EX-12.2
Document
Exhibit 12.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Eduardo Maranhão, certify that:
1. I have reviewed this annual report on Form 20-F of Golar LNG Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 26, 2026
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/s/ Eduardo Maranhão
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| Eduardo Maranhão |
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| Principal Financial Officer |
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EX-13.1
22
glng-12312025xex131.htm
EX-13.2
Document
Exhibit 13.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Karl Fredrik Staubo, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
Date: March 26, 2026
/s/ Karl Fredrik Staubo
_____________________________________________
Karl Fredrik Staubo
Principal Executive Officer
EX-13.2
23
glng-12312025xex132.htm
EX-13.2
Document
Exhibit 13.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Eduardo Maranhão, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
Date: March 26, 2026
/s/ Eduardo Maranhão
_____________________________________________
Eduardo Maranhão
Principal Financial Officer
EX-15.1
24
glng-12312025xex151.htm
EX-15.1
Document
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1.Registration Statement (Form F-3 No. 333-271027) of Golar LNG Limited and in the related Prospectus,
2.Registration Statement (Form S-8 No. 333-286177) pertaining to Long-Term Incentive Plan of Golar LNG Limited, and
3.Registration Statement (Form S-8) No. 333-221666) pertaining to Long-Term Incentive Plan of Golar LNG Limited;
of our reports dated March 26, 2026, with respect to the consolidated financial statements of Golar LNG Limited and the effectiveness of internal control over financial reporting of Golar LNG Limited, included in this Annual Report (Form 20-F) of Golar LNG Limited for the year ended December 31, 2025.
/s/ Ernst & Young LLP
London, United Kingdom
March 26, 2026
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