Form 20-F GOLAR LNG LTD For: Dec 31
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E-mailExhibit 2.3
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.
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.
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 vote will generally decide any matter, unless a different vote is required by express provision of our bye-laws as amended on September 24, 2013 and on September 24, 2020 (“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 "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.
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 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.
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 a special 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 Companies Act, notice of any general meeting must be given not less than five (5) 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 an annual or 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).
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 must, unless otherwise provided for in a company’s bye-laws, be authorized by the resolution of a company’s 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.
| Delaware | Bermuda | |||||||
| Dividends | ||||||||
| 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. | 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). | |||||||
| 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. | 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). | |||||||
| 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. | 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)). | |||||||
| 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. | 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. | |||||||
| 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. | 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)). | |||||||
| 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). | ||||||||
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 COPY THIS AMENDMENT AGREEMENT (the “Amendment Agreement”) is made on November 15, 2019 (the “Effective Date”) between: (1) SOCIÉTÉ NATIONALE DES HYDROCARBURES, a company established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC Yaoundé J-58 with its registered office at P.O. Box 955, Yaoundé, Cameroon, represented for the purposes of this Agreement by [*****], duly authorised for the purposes hereof (“SNH”); (2) PERENCO CAMEROON SA, a limited liability company with a board of directors, with a share capital of [*****], established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC/DLA/1982/B/8367, with its registered office at P.O. Box 1225 Douala, Cameroon, represented for this purpose by [*****] duly authorised for the purposes hereof (“Perenco”); (3) GOLAR HILLI CORPORATION, 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, represented for the purposes of this Agreement by Mr John Johansen, duly authorised for the purposes hereof (“Golar”); and (4) GOLAR CAMEROON SASU, a simplified limited company with a sole shareholder, with a share capital of CFA Francs ten million (XAF 10,000,000), established and duly incorporated under the laws of the Republic of Cameroon, under company registration number RC/DLA/2015/B/3350, with its registered office located at Avenue de Gaulle 600. Bonanjo, PO Box 1404, Douala, Cameroon, represented for the purposes of this Agreement by Mr John Johansen, duly authorised for the purposes hereof (“Golar Cam”). SNH, Perenco, Golar and Golar Cam, and their respective successors and permitted assignees (if any), may sometimes individually be referred to throughout this Agreement as a “Party” and collectively as the “Parties” (and, where the context requires, each of SNH and Perenco may together be referred to as a single Party, and each of Golar and Golar Cam may together be referred to as a single Party). RECITALS: (A) The Parties entered into a liquefaction tolling agreement dated 29 November 2017 (the “LTA”) in connection with the development of a floating liquefied natural gas export project offshore Kribi, in Cameroon (the “Project”). (B) The Parties now wish to amend the LTA in accordance with the provisions hereof. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged it is agreed as follows: 1 DEFINITIONS, INTERPRETATION AND LANGUAGE 1.1 Definitions
Unless the context otherwise requires and save as mentioned herein, words and expressions defined in the LTA shall have the same meanings when used in this Amendment Agreement. 1.2 Interpretation References in the LTA to “this Agreement” shall, with effect on and from the Effective Date and unless the context otherwise requires, be references to the LTA as amended and/or supplemented by this Amendment Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the LTA, shall be construed accordingly. 1.3 Incorporation of certain references Clauses 1.2 (as amended by this Amendment Agreement), 1.3, 31.4 and 31.5 of the LTA shall be deemed to be incorporated in this Amendment Agreement in full, mutatis mutandis. 2 AMENDMENTS TO THE LTA 2.1 The LTA shall be amended with effect on and from the Effective Date as set out in this Clause 2. 2.2 Clause 1.2 of the LTA shall be amended by: (i) Deleting the definitions of “Base Capacity”, “Monthly Component”, “Purging and Cool Down Fee” and “Tolling Fee” and replacing them with the following: ““Base Capacity” means LNG liquefaction capacity of 1.2 MMTPA or pro rata thereof in the first and last Contract Year. In respect of the first Contract Year, the Base Capacity shall be calculated from the Acceptance Date, notwithstanding that the first Contract Year may commence after the Acceptance Date.” ““Monthly Component” means twelve (12); provided, however, that (i) for the first and last Contract Year, Monthly Component shall mean the number of months in the respective Contract Year with the first and last months in such Contract Year being prorated based upon the number of days in such month (if the first and last months are not full calendar months), and (ii) [*****]” ““Purging and Cool Down Fee” shall have the meaning set out in Clause 5.1(f).” ““Tolling Fee” means the sum of the Base Tolling Fee and the Excess Tolling Fee.” (ii) Adding the following new definitions in alphabetical order: ““Base Tolling Fee” has the meaning given to it in Clause 5.1(a).” ““Excess Base Capacity” means the LNG liquefaction capacity over and above the Base Capacity notified by the Customer in respect of a Contract Year if [*****].” ““Excess Tolling Fee” has the meaning given to it in Clause 5.1(e).” ““MMBTU Excess Base Capacity” shall be the MMBTU equivalent of the Excess Base Capacity, and shall be calculated by multiplying the Excess Base Capacity [*****].”
““Monthly Excess Base Capacity” means the Excess Base Capacity divided by the Monthly Component.” 2.3 Clause 3.1 of the LTA shall be amended by inserting “and the Excess Base Capacity” after “the Base Capacity” in the 2nd line. 2.4 Clause 5.1 of the LTA shall be deleted in its entirety and replaced with the following: “5.1 Fees Customer shall, as compensation for the performance by Golar and Golar Cam of the Services, pay to Golar the sum of the following components (such sum collectively referred to as the “Fee”) in respect of the period from the Acceptance Date until the end of the Term (the “Services Period”): (a) A monthly fee (the “Base Tolling Fee”) payable in arrears in an amount equal to (1) the MMBTU Base Capacity for the applicable Contract Year divided by (2) the Monthly Component and multiplied by (3) the price per MMBTU (based on Gross Heating Value), which shall be calculated as follows: (i) Brent Crude Price > [*****]. (ii) Brent Crude Price > USD60 but [*****]. (iii) Brent Crude Price < USD60: [*****]. The “Brent Crude Price” shall be the un-weighted arithmetic average (expressed in USD per barrel) of the Dated Brent Index values for the three (3) months immediately preceding (but excluding) the calendar month in respect of which the Tolling Fee is calculated and for which payment is due pursuant to Clause 5.1. “Dated Brent Index” means, for a calendar month, the un-weighted arithmetic average (expressed in USD per barrel) of all Dated Brent values for each quoted day of such calendar month; and “Dated Brent” means the daily arithmetic average of the high and low assessment prices (expressed in USD per barrel) published on a given quoted day in Platts Oilgram Price Report under the heading “Crude price assessments ($/bbl)” under the “International” Clause for the “Brent (DTD)” quotation (Platts code: PCAAS00). The above Base Tolling Fee shall be applicable in all circumstances during the Services Period. (b) The Customer shall have [*****] to instruct Golar to increase the LNG liquefaction capacity of the FLNG Facility up to a maximum of [*****] metric tonnes in excess of the Base Capacity for the Contract Year starting on [*****]. (c) The Customer shall have [*****], to instruct Golar to increase the LNG liquefaction capacity of the FLNG Facility up to a maximum of [*****]. (d) For the avoidance of doubt, [*****]. (e) Golar shall comply with any such instructions within the relevant [*****] period (or a shorter time period which can be reasonably accommodated given the operational limitations of the FLNG Facility) provided that it is reasonable to do
so in accordance with International LNG Terminal Standards, the Gas Agreement and applicable law. Once Golar are able to achieve the Excess Base Capacity notified by the Customer, Golar shall notify the Customer in writing, following which an additional monthly fee (the “Excess Tolling Fee”) payable in arrears in an amount equal to (1) the MMBTU Excess Base Capacity for the applicable Contract Year divided by (2) the Monthly Component and multiplied by (3) the price per MMBTU (based on Gross Heating Value), which shall be calculated as follows (commencing on the first day of the calendar month following such notification by Golar): (i) Brent Crude Price > [*****]. (ii) Brent Crude Price >USD60 [*****]. (iii) Brent Crude Price < USD60: [*****]. (f) Purging and Cool Down Fee. If the Customer receives purging and cool down pursuant to Clause 15.9(a) [*****] (“Purging and Cool Down Fee”). The Purging and Cool Down Fee shall be payable in arrears and invoiced pursuant to Clause 6.2. For the avoidance of doubt, [*****].” 2.5 Clause 5.2(b) of the LTA shall be amended by deleting the references to “(or, as the case may be, Clause 5.1(b))” in the 8th and 17th lines and replacing them with “(and, as the case may be, Clause 5.1(e))”. 2.6 Clause 8.1 of the LTA shall be amended by inserting “and the Excess Base Capacity” after “the Base Capacity” in the 8th line. 2.7 Clause 10.1(a) of the LTA shall be amended by inserting “and the Excess Base Capacity” after “the Base Capacity” in the 3rd line. 2.8 Clause 12.1(d) of the LTA shall be amended by inserting “and the Excess Base Capacity” after “the Base Capacity” in the 2nd and 3rd lines. 2.9 Clause 13.1 of the LTA shall be amended by inserting “and the Excess Base Capacity” after “the Base Capacity” in the 6th line. 2.10 Clause 13.3(d)(i) of the LTA shall be deleted in its entirety and replaced with the following: “(i) If Golar delivers to the Customer, in a calendar month, less than [*****] of the lesser of (a) the sum of the Monthly Base Capacity and the Monthly Excess Base Capacity or (b) the quantity of LNG actually required by Customer to be delivered (the lesser of the sum of the Monthly Base Capacity and the Monthly Excess Base Capacity or actual required quantity in a calendar month being the “RMQ”), and such failure is primarily attributable to Services Unavailability, then, subject to Clauses 13.3(ii), (iii) and (iv) below, the Customer shall be entitled to make a deduction from the Tolling Fee for the applicable calendar month which is [*****].” 2.11 Clause 17 of the LTA shall be deleted in its entirety and replaced with the following:
“17 CREDIT SUPPORT 17.1 Golar Credit Support (a) Golar shall provide a bank guarantee issued by an internationally recognised bank and acceptable to the Customer (the “Golar Credit Support”), guaranteeing the obligations of Golar to pay Daily LDs and the Termination Balloon Payment under Clause 9.4(e) above, [*****], and termination fees under Clause 18.2(a), capped at a maximum of [*****] less [*****]; save that when the FLNG Vessel has produced over 3.6 million tonnes of LNG (including, for the avoidance of doubt, LNG produced during the Commissioning Period) [*****]. 17.2 Customer Credit Support (a) Perenco shall provide bank guarantees issued by three (3) or more internationally recognised banks acceptable to Golar (each a “Bank Guarantee” and together the “Perenco Credit Support”), guaranteeing (on a pro-rated basis) the obligations of Perenco to pay termination fees under Clause 18.2(b) below, capped at a maximum aggregate amount of [*****] (the “Maximum Aggregate Amount”). Both the Maximum Aggregate Amount and the maximum amount of each Bank Guarantee shall reduce (on a pro-rated basis) as from the second (2nd) anniversary of the Acceptance Date by [*****] (as at the time of termination) payable for the remaining duration of this Agreement. Golar undertakes that it shall not make a demand for payment under some but not all of the Bank Guarantees, and that the amount of any demand pursuant to an individual Bank Guarantee will be calculated by Golar on a pro rata basis, meaning such amount shall bear the same proportion to the aggregate total amount demanded under the Perenco Credit Support in respect of the termination event or repudiatory breach in question, as the maximum amount of the relevant Bank Guarantee bears to the Maximum Aggregate Amount (each as amended from time to time). (b) SNH shall provide a guarantee guaranteeing SNH’s obligations to pay termination fees under Clause 18.2(b) below, [*****], and which reduces as from the second (2nd) anniversary of the Acceptance Date by [*****] (as at the time of termination) payable for the remaining duration of this Agreement, or alternative security reasonably acceptable to Golar (the “SNH Credit Support”).” 2.12 Annex 2 (Project Specifications) of the LTA shall be deleted in its entirety and replaced with the following: “ANNEX 2 - PROJECT SPECIFICATIONS Component, Mol % Minimum Maximum C02 [*****] [*****] Nitrogen [*****] [*****]
Methane [*****] [*****] Ethane [*****] [*****] Propane [*****] [*****] i-Butane [*****] [*****] n-Butane [*****] [*****] i-Pentane [*****] [*****] n-Pentane [*****] [*****] C6+ [*****] [*****] Benzene [*****] [*****] Toluene [*****] [*****] H20 [*****] [*****] Eglycol [*****] [*****] m-Mstyrene [*****] [*****] MW [*****] [*****]
The above minimum and maximum levels are derived from the following [*****]: [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] CO2 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Nitrogen [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Methane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Ethane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Propane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] i-Butane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Butane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] i-Pentane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Pentane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Hexane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Benzene [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_6* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Toluene [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_7* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_8* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_9* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_10* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_11* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_12* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_13* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_14* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
C_15* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] C_16* [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] H2O [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] EGlycol [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Heptane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Octane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Nonane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] n-Decane [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] E-Benzene [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] m-MStyrene [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] TOTAL [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] =>C6 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] MW [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
FEED GAS INLET CONDITIONS (GAS RECEIPT POINT) • Maximum Feed Gas inlet rate: [*****] • Normal operating pressure: [*****] [*****][*****][*****] FLNG SITE FLNG Site is defined by the following coordinates (with reference point being the FLNG Vessel’s soft yoke mooring swivel): UTM Zone 32N, CM 9°E, Manoca 1962 Datum X (m) 593 089 Y (m) 333 292 WIND, WAVES AND CURRENT DATA Wind, waves and current data are defined in the following reports prepared by BMT Argoss: • “Extreme wave conditions near Kribi (Cameroon)”, reference RP_A15123, revision 1, dated 4 June 2015
• “Metocean conditions near Kribi (Cameroon)”, reference RP_A15143, revision 1, dated 1 September 2015. MOORING FACILITIES Soft yoke mooring system 3 NOTICE TO BANKS Within 2 (two) Business Days of the Effective Date, Golar and Perenco shall duly sign and issue each of the forms of beneficiary reduction request and written confirmation of value reduction at Schedule 1 each with an effective date of 2 (two) Business Days thereafter (unless the parties otherwise agree) and send these to the applicable banks which issued the Golar Credit Support and the Perenco Credit Support. Golar and Perenco shall duly sign and issue further beneficiary reduction requests and written confirmations of value reduction to give effect to the amendments made to clause 17.1 and clause 17.2 of the LTA set out in Clause 2.14 above at the relevant time. 4 EXCHANGE OF SNH CREDIT SUPPORT At any time following the Effective Date, SNH may request a meeting between its and Golar’s representatives for the purpose of exchanging originals of the current version of the SNH Credit Support issued to Golar dated 29 November 2017 [*****]. 5 TERM OF LTA 5.1 Subject to Clause 5.2 below, the Parties hereby confirm and agree that they will use reasonable endeavours to agree a further amendment to the LTA (the “LTA Term Amendment Agreement”) by [*****] to delete the current Clause 2.1 of the LTA in full and replace it with the following: “2.1 Term The term of this Agreement (the “Term”) shall commence on the Effective Date and shall expire on the earlier of: (a) the eighth (8th) anniversary of the Acceptance Date; or (b) termination pursuant to Clause 18. [*****].” 5.2 The Parties agree and confirm that the entry into the LTA Term Amendment Agreement will be subject to the agreement by all Parties thereto to extend the current term of the Gas Convention to align the expiry date thereof with the revised Term of the LTA as amended by the LTA Amendment Agreement (the “Gas Convention Extension”). The Parties further confirm and agree that they will use reasonable endeavours to negotiate, agree and enter into a fully effective amendment agreement to the Gas Convention between all the parties thereto to reflect the Gas Convention Extension by [*****].
6 REPRESENTATIONS AND WARRANTIES 6.1 Each Party represents and warrants that the representations and warranties it gives in clause 21 of the LTA are true and correct as at the date of this Amendment Agreement with reference to the facts and circumstances existing at such date, in relation to both this Amendment Agreement and the LTA as amended by this Amendment Agreement. 6.2 Each Party further represents and warrants that this Amendment Agreement constitutes its legal, valid, binding and enforceable obligations in accordance with its terms. 7 MISCELLANEOUS 7.1 Continuation of LTA Save as amended by this Amendment Agreement, the provisions of the LTA shall continue in full force and effect and each of the LTA and this Amendment Agreement shall be read and construed as one instrument. 7.2 Severance of Invalid Provisions If and for so long as any provision of this Amendment Agreement shall be deemed to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Amendment Agreement 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 Amendment Agreement without affecting the validity of the balance of this Amendment Agreement. 7.3 Counterpart Execution This Amendment Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Amendment Agreement for all purposes, provided that no Party shall be bound to this Amendment Agreement unless and until both Parties have executed a counterpart. 8 CHOICE OF LAW AND DISPUTE RESOLUTION 8.1 Choice of Law This Amendment Agreement (and any non-contractual obligations which may arise out of or in connection with it) shall be governed by and construed in accordance with English law, without regard to its rules of conflict of laws that would require the application of laws of a different jurisdiction. 8.2 Arbitration Any Dispute arising out of or in connection with this Amendment Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules (the “Rules”) of the LCIA Court (formerly the London Court of International Arbitration), save that the Parties do not waive their right to any form of appeal to any state court or other legal authority.
8.3 Procedure for Arbitration (a) 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 fifteen (15) days of the appointment of the second arbitrator. (b) For the avoidance of any doubt, SNH and Perenco shall only be entitled to collectively appoint one arbitrator, and Golar and Golar Cam shall only be entitled to collectively appoint one arbitrator. If SNH or Perenco commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. If Golar or Golar Cam commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. (c) 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 fifteen (15) days of such failure who shall designate one of them as chairman. (d) If both parties so agree, there shall be a sole arbitrator appointed by the LCIA Court within fifteen (15) days of such agreement. (e) The seat of arbitration shall be Geneva, Switzerland, and the language of the arbitration shall be English.
SCHEDULE 1 FORMS OF BENEFICIARY REDUCTION REQUEST AND WRITTEN CONFIRMATION OF VALUE REDUCTION Part A – Golar Beneficiary Reduction Request To: [*****] [Date] Dear Sirs, Beneficiary Reduction Request Performance Guarantee reference No. [*****] dated [*****] We refer to the performance guarantee mentioned above (hereinafter called the “Performance Guarantee”). This is a Beneficiary Reduction Request under the Performance Guarantee. All terms defined in the Performance Guarantee have the same meaning in this Beneficiary Reduction Request. We request your agreement to a reduction in the amount of the Performance Guarantee from the current value of [*****] by [*****] to [*****] with such reduction to take effect on (insert date). Yours faithfully, ..................... Duly authorised for and on behalf of Perenco Cameroon SA and Société Nationale des Hydrocarbures Name: ……………….. ..................... Duly authorised for and on behalf of Golar Hilli Corporation Name: ………………..
Part B – Perenco Written Confirmation of Value Reduction ([*****]) To: [*****] [Date] Dear Sirs, Written Confirmation of Value Reduction Performance Guarantee reference No. [*****] dated [*****] We refer to the performance guarantee mentioned above (hereinafter called the “Performance Guarantee”). This is a Written Confirmation under the Performance Guarantee. Terms defined in the Performance Guarantee have the same meaning in this Written Confirmation. We request your agreement to a reduction in the Maximum Amount of the Performance Guarantee from the current value of [*****]by [*****] to [*****] with such reduction to take effect on (insert date). We confirm that we have requested a pro rata reduction of the maximum amount of all of the Performance Guarantees, such that following the reductions thereunder and hereunder the revised Aggregate Maximum Amount shall be [*****] and the proportion the revised Maximum Amount will bear to the revised Aggregate Maximum Amount shall remain [*****]. Yours faithfully, ..................... For and on behalf of Golar Hilli Corporation ..................... For and on behalf of Perenco Cameroon SA
Part C – Perenco Written Confirmation of Value Reduction ([*****]) To: [*****] [Date] Dear Sirs, Written Confirmation of Value Reduction Performance Guarantee reference No. [*****] dated [*****] We refer to the performance guarantee mentioned above (hereinafter called the “Performance Guarantee”). This is a Written Confirmation under the Performance Guarantee. Terms defined in the Performance Guarantee have the same meaning in this Written Confirmation. We request your agreement to a reduction in the Maximum Amount of the Performance Guarantee from the current value of [*****] by [*****] to [*****] with such reduction to take effect on (insert date). We confirm that we have requested a pro rata reduction of the maximum amount of all of the Performance Guarantees, such that following the reductions thereunder and hereunder the revised Maximum Aggregate Amount shall be [*****] and the proportion the revised Maximum Amount will bear to the revised Maximum Aggregate Amount shall remain [*****]. Yours faithfully, ..................... For and on behalf of Golar Hilli Corporation ..................... For and on behalf of Perenco Cameroon SA
Part D – Perenco Written Confirmation of Value Reduction ([*****]) To: [*****] [Date] Dear Sirs, Written Confirmation of value reduction Performance Guarantee reference No. [*****] dated [*****] We refer to the performance guarantee mentioned above (hereinafter called the “Performance Guarantee”). This is a Written Confirmation under the Performance Guarantee. Terms defined in the Performance Guarantee have the same meaning in this Written Confirmation. We request your agreement to a reduction in the Maximum Amount of the Performance Guarantee from the current value of [*****] by [*****] to [*****] with such reduction to take effect on (insert date). We confirm that we have requested a pro rata reduction of the maximum amount of all of the Performance Guarantees, such that following the reductions thereunder and hereunder the revised Maximum Aggregate Amount shall be [*****] and the proportion the revised Maximum Amount will bear to the revised Maximum Aggregate Amount shall remain [*****]. Yours faithfully, ..................... For and on behalf of Golar Hilli Corporation ..................... For and on behalf of Perenco Cameroon SA
SCHEDULE 2 [*****]
EXECUTION PAGE SIGNED for and on behalf of SOCIÉTÉ NATIONALE DES HYDROCARBURES By:____/s/ Adolphe Moudiki_____________ Name: ADOLPHE MOUDIKI Position: EXECUTIVE-GENERAL MANAGER SIGNED for and on behalf of PERENCO CAMEROON SA By:____/s/ Adrien Broche_____________ Name: ADRIEN BROCHE Position: GENERAL MANAGER SIGNED for and on behalf of GOLAR HILLI CORPORATION By:____/s/ John Johansen_____________ Name: JOHN JOHANSEN Position: ATTORNEY-IN-FACT SIGNED for and on behalf of GOLAR CAMEROON SASU By:____/s/ John Johansen________________ Name: JOHN JOHANSEN Position: GENERAL MANAGER
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 THIS SECOND AMENDMENT AGREEMENT (the “Amendment Agreement”) is made on March 23, 2021 between: (1) SOCIÉTÉ NATIONALE DES HYDROCARBURES, a company established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC Yaoundé J-58 with its registered office at P.O. Box 955, Yaoundé, Cameroon, represented for the purposes of this Agreement by its Executive-General Manager (Administrateur Directeur Général), Mr Adolphe Moudiki, duly authorised for the purposes hereof (“SNH”); (2) PERENCO CAMEROON SA, a limited liability company with a board of directors, with a share capital of one hundred and nine thousand and three hundred and seventy five US Dollars (USD 109,375), established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC/DLA/1982/B/8367, with its registered office at P.O. Box 1225 Douala, Cameroon, represented for this purpose by Mr Adrien Broche duly authorised for the purposes hereof (“Perenco”); (3) GOLAR HILLI CORPORATION, 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, represented for the purposes of this Agreement by Mr Vincent AUBRY, duly authorised for the purposes hereof (“Golar”); and (4) GOLAR CAMEROON SASU, a simplified limited company with a sole shareholder, with a share capital of CFA Francs ten million (XAF 10,000,000), established and duly incorporated under the laws of the Republic of Cameroon, under company registration number RC/DLA/2015/B/3350, with its registered office located at Avenue de Gaulle 600. Bonanjo, PO Box 1404, Douala, Cameroon, represented for the purposes of this Agreement by Mr Vincent AUBRY, duly authorised for the purposes hereof (“Golar Cam”). SNH, Perenco, Golar and Golar Cam, and their respective successors and permitted assignees (if any), may sometimes individually be referred to throughout this Agreement as a “Party” and collectively as the “Parties” (and, where the context requires, each of SNH and Perenco may together be referred to as a single Party, and each of Golar and Golar Cam may together be referred to as a single Party). RECITALS: (A) The Parties entered into a liquefaction tolling agreement dated 29 November 2017 (as amended by an amendment agreement entered into between the Parties on 15 November 2019, the “LTA”) in connection with the development of a floating liquefied natural gas export project offshore Kribi, in Cameroon (the “Project”). (B) The Parties now wish to further amend the LTA in accordance with the provisions hereof.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged it is agreed as follows: 1 DEFINITIONS, INTERPRETATION AND LANGUAGE 1.1 Definitions Unless the context otherwise requires and save as mentioned herein, words and expressions defined in the LTA shall have the same meanings when used in this Amendment Agreement. 1.2 Interpretation References in the LTA to “this Agreement” shall, with effect on and from the Effective Date and unless the context otherwise requires, be references to the LTA as amended and/or supplemented by this Amendment Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the LTA, shall be construed accordingly. 1.3 Incorporation of certain references Clauses 1.2 (as amended by this Amendment Agreement), 1.3, 31.4 and 31.5 of the LTA shall be deemed to be incorporated in this Amendment Agreement in full, mutatis mutandis. 2 AMENDMENTS TO THE LTA 2.1 The LTA shall be amended with effect on and from the Effective Date as set out in this Clause 2. 2.2 Clause 1.1 of the LTA shall be amended by adding the following new definitions in alphabetical order: “”Aggregate Underutilisation Quantity” means the sum, expressed in MMBTUs, of all Annual Underutilisation Quantities accrued during the Term.” “”Aggregate Underutilisation Quantity Value” means the sum, expressed in USD, of all Annual Underutilisation Quantity Values during the Term.” “”Annual LNG Overproduction” means the sum, expressed in MMBTUs, of all Monthly LNG Overproduction occurring during each calendar month in a Contract Year.” “”Annual LNG Overproduction Value” means the product, expressed in USD, of the Annual LNG Overproduction for a Contract Year multiplied by: A. If Customer has exercised any option for Excess Base Capacity in respect of such Contract Year, the Average Excess Tolling Fee; OR B. If the Customer has not exercised any option for Excess Base Capacity in respect of such Contract Year, the Average Base Tolling Fee.” ““Annual LNG Utilisation” means the sum of (i) the value, expressed in MMBTUs, of all amounts of LNG conforming to the LNG Specification and made available for Lifting which are accumulated in the LNG storage tanks at the FLNG Facility in total during a Contract Year
commencing from 1 January 2020 (as evidenced by the value in the column labelled “LNG to tanks” in the daily reports provided by Golar to the Customer under Clause 14.2 (b)), plus (ii) the value, expressed in MMBTUs, of all amounts of LNG for which the Customer has received a net deduction from the Tolling Fee during such Contract Year due to Services Unavailability in accordance with Clause 13.3(d); and minus (iii) the MMBTU Base Capacity, and if applicable, the MMBTU Excess Base Capacity for such Contract Year.” “”Annual Underutilisation Quantity” has the meaning given in Clause 5.1(g)(ii).” “”Annual Underutilisation Quantity Value" has the meaning given in Clause 5.1(g)(iii).” “”Average Base Tolling Fee" means the arithmetic average, expressed in USD per MMBTU, of the Base Tolling Fee payable each month in a Contract Year.” “”Average Excess Tolling Fee" means the arithmetic average, expressed in USD per MMBTU, of the Excess Tolling Fee payable each month in a Contract Year.” ““Monthly LNG Overproduction” means the sum, expressed in MMBTUs, of all amounts of LNG conforming to the LNG Specification and made available for Lifting which are accumulated in the LNG storage tanks at the FLNG Facility each day during a calendar month (as evidenced by the value in the column labelled “LNG to tanks” in the daily reports provided by Golar to the Customer under Clause 14.2 (b)), minus the MMBTU Monthly Base Capacity, and if applicable, the MMBTU Monthly Excess Base Capacity.” “”MMBTU Monthly Base Capacity” shall be the MMBTU equivalent of the Monthly Base Capacity and shall be calculated by multiplying the Monthly Base Capacity [*****].” “”MMBTU Monthly Excess Base Capacity” means shall be the MMBTU equivalent of the Monthly Excess Base Capacity and shall be calculated by multiplying the Monthly Excess Base Capacity [*****].” 2.3 Clause 2.1 of the LTA shall be deleted in its entirety and replaced with the following: “2.1 Term The term of this Agreement (the “Term”) shall commence on the Effective Date and shall expire on the earlier of: (a) [*****] July 2026; or (b) termination pursuant to Clause 18. Title to a quantity of LNG equal to the Heel LNG Quantity shall automatically pass to Golar on expiry of the Term. In the event of Clause (a) above, if there is any Feed Gas or LNG on board the FLNG Facility (excluding the Heel LNG Quantity) and the Customer, prior to the event at Clause (a) occurring, has given notice that they wish to complete a final Lifting, the Term shall be automatically extended until the earlier of (a) the expiry of [*****] or (b) completion of the final Lifting. In the event that following the expiry of the Term a volume less than the Heel LNG Quantity remains on board, the Customer shall compensate Golar for the difference between the volume of Feed Gas and LNG remaining on board at the expiry of the Term and the Heel LNG Quantity on an open book basis (with commercially sensitive and/or confidential information redacted as necessary save for information to enable verification of the applicable
contract price) at the contract price that the Customer receives for such LNG under the relevant LNG SPA in force (or most recently in force) immediately prior to the expiry of the Term. In the event that following the expiry of the Term a volume more than the Heel LNG Quantity remains on board, Golar shall compensate the Customer for the difference between the volume of LNG remaining on board at the expiry of the Term and the Heel LNG Quantity on an open book basis at the Base Tolling Fee, or if applicable, the Excess Tolling Fee most recently paid by Customer to Golar under this Agreement immediately prior to the expiry of the Term.” 2.4 The first paragraph of Clause 3.1 of the LTA shall be deleted in its entirety and replaced with the following: “During the Services Period, Golar and/or Golar Cam shall provide the following services to the Customer utilising the FLNG Facility (the “Services”) in respect of the Base Capacity and the Excess Base Capacity in the manner and to the extent set out in this Agreement, including where providing such Services results in Monthly or Annual LNG Overproduction, provided however that the amount of Annual LNG Overproduction shall not (unless Golar agrees otherwise) at any time exceed [*****] of the MMBTU Base Capacity and, if applicable, the MMBTU Excess Base Capacity for the relevant Contract Year:” 2.5 A new Clause 5.1 (g) shall be inserted in Clause 5 of the LTA as follows: “(g) LNG Overproduction / Underutilisation. (i) Customer shall have the obligation to compensate Golar for the Annual LNG Overproduction Value which occurs during each Contract Year commencing from 1 January 2019, such compensation to be calculated and paid in accordance with the following procedure: (A) Within [*****] of the end of each Contract Year, Golar shall prepare a reconciliation of the amount of the Annual LNG Overproduction Value for such Contract Year, provided that for the Contract Year commencing on 1 January 2019, Golar shall prepare such reconciliation within [*****] of the Effective Date. (B) If the Annual LNG Overproduction Value determined in accordance with Clause 5.1(g)(i)(A) above is a positive number, then Customer shall pay an amount equal to such value to Golar, invoiced in accordance with Clause 6.2. (C) If the Annual LNG Overproduction Value is zero (0) or a negative number, then no payment shall be due from Customer to Golar or, subject to Clause 5.1(g)(v), from Golar to Customer. (ii) From the Contract Year commencing on 1 January 2020 and each Contract Year thereafter, an “Annual Underutilisation Quantity”, expressed in MMBTUs, shall accrue for any Contract Year in which the Annual LNG Utilisation is negative, with the negative amount of Annual LNG Utilisation being converted into an equivalent positive quantity of LNG, expressed in MMBTUs, for the purposes of this Clause 5.1(g). Provided that:
(A) the Annual Underutilisation Quantity shall only accrue up to a maximum of [*****] the MMBTU Base Capacity and, if applicable, the MMBTU Excess Base Capacity for the relevant Contract Year; and (B) the Aggregate Underutilisation Quantity shall be capped at a total amount equal to [*****] the MMBTU Base Capacity and, if applicable, the most recently instructed MMBTU Excess Base Capacity, so that if such cap is ever exceeded the value of that part of the Annual Underutilisation Quantity accrued in excess of such cap in the relevant Contract Year, and any Annual Underutilisation Quantity accrued in subsequent Contract Years, shall be deemed to be zero (0) MMBTUs. (iii) For each Contract Year in which an Annual Underutilisation Quantity accrues, an "Annual Underutilisation Quantity Value", expressed in USD, shall be calculated by multiplying the Annual Underutilisation Quantity by: (A) If Customer has exercised any option for Excess Base Capacity in respect of the relevant Contract Year, the Average Excess Tolling Fee; OR (B) If the Customer has not exercised any option for Excess Base Capacity in respect of the relevant Contract Year, the Average Base Tolling Fee. (iv) Golar shall prepare a reconciliation of the Annual Underutilisation Quantity, the Annual Underutilisation Quantity Value, the Aggregate Underutilisation Quantity and the Aggregate Underutilisation Quantity Value within [*****] of the end of the Contract Year commencing 1 January 2020 and each Contract Year thereafter. (v) Following receipt of the reconciliation for the last Contract Year submitted by Golar in accordance with Clause 5.1(g)(iv), the Customer shall have the right to set off an amount equal to the Aggregate Underutilisation Quantity Value from any outstanding amounts owed by Customer to Golar under this Agreement. Where the reconciliation in this Clause 5.1 g (v) results in a balancing payment from Golar to Customer, and such payment is subject to withholding taxes in Cameroon, the withholding taxes shall be for the account of the Customer.” 2.6 Clause 7 (c) of the LTA shall be deleted in its entirety and replaced with the following: “(c) The Customer shall deduct all withholding taxes which are imposed by a Governmental Authority in Cameroon in respect of the payment of the Tolling Fee and, if applicable, any payments under Clause 5.1 (g)(i), to Golar (and/or Affiliates of Golar and/or Affiliates of Golar LNG Limited who are or become a party to this Agreement). Save in respect of the Tolling Fee and any payments under Clause 5.1 (g)(i), the Customer shall pay,
indemnify and hold Golar (and any Affiliates of Golar and/or Affiliates of Golar LNG Limited who are or become a party to this Agreement) harmless from and against all withholding taxes which are imposed by a Governmental Authority in Cameroon (including any withholding taxes which result from a Change in Law) in respect of any payment made by (A) the Customer, to (B) Golar and/or Affiliates of Golar and/or Affiliates of Golar LNG Limited who are or become a party to this Agreement, up to a maximum rate of fifteen per cent (15%). For the avoidance of doubt, the Customer shall not be liable pursuant to this Clause 7(c) in respect of withholding taxes imposed by a Governmental Authority in Cameroon on payments made by Golar (and/or Affiliates of Golar and/or Affiliates of Golar LNG Limited who become a party to this Agreement) to suppliers of services and/or equipment in relation to the Project, save in respect of payments made by Golar (and/or Affiliates of Golar and/or Affiliates of Golar LNG Limited who are or become a party to this Agreement) to any Affiliates of Golar and/or Affiliates of Golar LNG Limited incorporated in Cameroon which relate to the Project.” 2.7 Clause 12.1(a) of the LTA shall be deleted in its entirety and replaced with the following: “(a) the Expected Lifting Quantity for each Lifting shall be not more than [*****];” 2.8 Clause 15.7 (a) of the LTA shall be deleted in its entirety and replaced with the following: “(a) Allowed Laytime. The allowed laytime for each LNG Vessel (“Allowed Laytime”) shall be as stated in Annex 9, subject to extensions for: (i) reasons primarily attributable to the Customer, a Pilot, a Governmental Authority, Customer’s LNG buyer, the LNG Vessel or its Master, crew, owner or operator; (ii) an LNG Vessel that is directed to vacate the berth pursuant to Clause 15.11 (a); (iii) Adverse Weather Conditions; (iv) Force Majeure; (v) night time berthing or transit restrictions in force at the FLNG Facility; (vi) the time used to undertake and complete any purging and cool down operations or cool down only operations for such LNG Vessel pursuant to Clause 15.9 or for reasons primarily attributable to the Customer; (vii) if Customer has exercised any option for Excess Base Capacity [*****], any time during the Allowed Laytime during which the Customer fails to maintain delivery of at least [*****] of Feed Gas. 2.9 Annex 9 of the LTA shall be deleted in its entirety and replaced with the following: “Allotted Loading Times Scheduled Loading Quantity (m3) [*****] [*****] 115,000 [*****] [*****]
120,000 [*****] [*****] 125,000 [*****] [*****] 130,000 [*****] [*****] 135,000 [*****] [*****] 140,000 [*****] [*****] 145,000 [*****] [*****] 150,000 [*****] [*****] 155,000 [*****] [*****] 160,000 [*****] [*****] 165,000 [*****] [*****] 170,000 [*****] [*****] 175,000 [*****] [*****] 180,000 [*****] [*****] Allowed Laytimes shall be extrapolated if the combination of Scheduled Loading Quantity versus Base Capacity and, if applicable, the Excess Base Capacity is not reflected in the table above. Demurrage Rates ” 3 EFFECTIVE DATE The Parties agree and confirm that the amendments to the LTA set out in Clause 2 of this Amendment Agreement shall only take effect on the 24th February 2021, date on which the Parties and the Republic of Cameroon have entered into a fully effective amendment agreement to the Gas Convention. (the “Effective Date”). 4 REPRESENTATIONS AND WARRANTIES 4.1 Each Party represents and warrants that the representations and warranties it gives in clause 21 of the LTA are true and correct as at the date of this Amendment Agreement with reference LNG Vessel Cargo Capacity (Gross) [*****] LNG Vessels less than 135,000m3 (steam turbine) [*****] 135,000 and above (steam turbine) [*****] 145,000 to 154,000m3 (duel fuel diesel electric) [*****] LNG Vessels greater than 154,000m3 (duel fuel diesel electric) [*****]
to the facts and circumstances existing at such date, in relation to both this Amendment Agreement and the LTA as amended by this Amendment Agreement. 4.2 Each Party further represents and warrants that this Amendment Agreement constitutes its legal, valid, binding and enforceable obligations in accordance with its terms. 5 MISCELLANEOUS 5.1 Continuation of LTA Save as amended by this Amendment Agreement, the provisions of the LTA shall continue in full force and effect and each of the LTA and this Amendment Agreement shall be read and construed as one instrument. 5.2 Severance of Invalid Provisions If and for so long as any provision of this Amendment Agreement shall be deemed to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Amendment Agreement 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 Amendment Agreement without affecting the validity of the balance of this Amendment Agreement. 5.3 Counterpart Execution This Amendment Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Amendment Agreement for all purposes, provided that no Party shall be bound to this Amendment Agreement unless and until both Parties have executed a counterpart. 6 CHOICE OF LAW AND DISPUTE RESOLUTION 6.1 Choice of Law This Amendment Agreement (and any non-contractual obligations which may arise out of or in connection with it) shall be governed by and construed in accordance with English law, without regard to its rules of conflict of laws that would require the application of laws of a different jurisdiction. 6.2 Arbitration Any Dispute arising out of or in connection with this Amendment Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules (the “Rules”) of the LCIA Court (formerly the London Court of International Arbitration), save that the Parties do not waive their right to any form of appeal to any state court or other legal authority. 6.3 Procedure for Arbitration (a) 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 fifteen (15) days of the appointment of the second arbitrator.
(b) For the avoidance of any doubt, SNH and Perenco shall only be entitled to collectively appoint one arbitrator, and Golar and Golar Cam shall only be entitled to collectively appoint one arbitrator. If SNH or Perenco commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. If Golar or Golar Cam commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. (c) 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 fifteen (15) days of such failure who shall designate one of them as chairman. (d) If both parties so agree, there shall be a sole arbitrator appointed by the LCIA Court within fifteen (15) days of such agreement. (e) The seat of arbitration shall be Geneva, Switzerland, and the language of the arbitration shall be English. EXECUTION PAGE SIGNED for and on behalf of SOCIÉTÉ NATIONALE DES HYDROCARBURES
By: _/s/ Adolphe Moudiki Name: ADOLPHE MOUDIKI Position: EXECUTIVE-GENERAL MANAGER SIGNED for and on behalf of PERENCO CAMEROON SA By: _/s/ Adrien Borche Name: ADRIEN BROCHE Position: GENERAL MANAGER SIGNED for and on behalf of GOLAR HILLI CORPORATION By: _/s/ Vincent Aubry Name: VINCENT AUBRY Position: ATTORNEY-IN-FACT SIGNED for and on behalf of GOLAR CAMEROON SASU By: _/s/ Vincent Aubry Name: VINCENT AUBRY Position: GENERAL MANAGER
EXECUTION VERSION 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. THIS THIRD AMENDMENT AGREEMENT (the “Amendment Agreement”) is made on 22 July 2021 between: (1) SOCIÉTÉ NATIONALE DES HYDROCARBURES, a company established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC Yaoundé J-58 with its registered office at P.O. Box 955, Yaoundé, Cameroon, represented for the purposes of this Agreement by its Executive-General Manager (Administrateur Directeur Général), Mr Adolphe Moudiki, duly authorised for the purposes hereof (“SNH”); (2) PERENCO CAMEROON SA, a limited liability company with a board of directors, with a share capital of one hundred and nine thousand and three hundred and seventy five US Dollars (USD 109,375), established and duly incorporated under the laws of the Republic of Cameroon under company registration number RC/DLA/1982/B/8367, with its registered office at P.O. Box 1225 Douala, Cameroon, represented for this purpose by Mr Adrien Broche duly authorised for the purposes hereof (“Perenco”); (3) GOLAR HILLI CORPORATION, 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, represented for the purposes of this Agreement by Mr John JOHANSEN, duly authorised for the purposes hereof (“Golar”); and (4) GOLAR CAMEROON SASU, a simplified limited company with a sole shareholder, with a share capital of CFA Francs ten million (XAF 10,000,000), established and duly incorporated under the laws of the Republic of Cameroon, under company registration number RC/DLA/2015/B/3350, with its registered office located at Avenue de Gaulle 600. Bonanjo, PO Box 1404, Douala, Cameroon, represented for the purposes of this Agreement by Mr John JOHANSEN, duly authorised for the purposes hereof (“Golar Cam”). SNH, Perenco, Golar and Golar Cam, and their respective successors and permitted assignees (if any), may sometimes individually be referred to throughout this Agreement as a “Party” and collectively as the “Parties” (and, where the context requires, each of SNH and Perenco may together be referred to as a single Party, and each of Golar and Golar Cam may together be referred to as a single Party). RECITALS: (A) The Parties entered into a liquefaction tolling agreement dated 29 November 2017 (as amended by an amendment agreement entered into between the Parties on 15 November 2019 and a second amendment agreement entered into between the Parties on 23 March 2021), the “LTA”) in connection with the development of a floating liquefied natural gas export project offshore Kribi, in Cameroon. (B) The Parties now wish to further amend the LTA in accordance with the provisions hereof. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged it is agreed as follows:
EXECUTION VERSION 1 DEFINITIONS, INTERPRETATION AND LANGUAGE 1.1 Definitions Unless the context otherwise requires and save as mentioned herein, words and expressions defined in the LTA shall have the same meanings when used in this Amendment Agreement. 1.2 Interpretation References in the LTA to “this Agreement” shall, with effect on and from the Effective Date and unless the context otherwise requires, be references to the LTA as amended and/or supplemented by this Amendment Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the LTA, shall be construed accordingly. 1.3 Incorporation of certain references Clauses 1.2, 1.3, 31.4 and 31.5 of the LTA shall be deemed to be incorporated in this Amendment Agreement in full, mutatis mutandis. 2 AMENDMENTS TO THE LTA 2.1 The LTA shall be amended with effect on and from the Effective Date as set out in this Clause 2. 2.2 Clause 1.1 of the LTA shall be amended by: (a) Deleting the definitions of “Annual LNG Overproduction Value”, “Excess Base Capacity” and “Monthly Component” and replacing them with the following: ““Annual LNG Overproduction Value” means the product, expressed in USD, of the Annual LNG Overproduction for a Contract Year multiplied by: (a) if the Excess Base Capacity in respect of such Contract Year is larger than zero (0), the Average Excess Tolling Fee; or (b) if the Excess Base Capacity in respect of such Contract Year is zero (0), the Average Base Tolling Fee.” ““Excess Base Capacity” means: (a) for the 2022 Contract Year, the 2022 Excess Base Capacity; and (b) for any Contract Year starting on or after 1 January 2023, the 2023+ Excess Base Capacity.” ““Monthly Component” means twelve (12); provided, however, that for the first and last Contract Years, Monthly Component shall mean the number of months in the respective Contract Year with the first and last months in such Contract Year being prorated based upon the number of days in such month (if the first and last months are not full calendar months).” (b) Adding the following new definitions in alphabetical order:
EXECUTION VERSION ““2022 Contract Year” means the Contract Year starting on 1 January 2022.” ““2022 Excess Base Capacity” has the meaning given to it in Clause 5.1(b).” ““2023+ Excess Base Capacity” means the LNG liquefaction capacity over and above the Base Capacity notified by the Customer in the 2023+ Excess Base Capacity Option Notice.” ““2023+ Excess Base Capacity Option” has the meaning given to it in Clause 5.1(c).” ““2023+ Excess Base Capacity Option Notice” has the meaning given to it in Clause 5.1(c).” ““MMSCFD” or “MMscfd” or “mmscfd” means million standard cubic feet per day.” 2.3 Clauses 5.1(b) to 5.1(e) (inclusive) of the LTA shall be deleted in their entirety and replaced with the following: “(b) For the 2022 Contract Year, Golar shall provide LNG liquefaction capacity of two hundred thousand (200,000) metric tonnes over and above the Base Capacity (the “2022 Excess Base Capacity”). (c) The Customer shall have an option (the “2023+ Excess Base Capacity Option”), on written notice to be exercised no later than 31 July 2022 (the “2023+ Excess Base Capacity Option Notice”), to instruct Golar to increase the LNG liquefaction capacity of the FLNG Facility up to a maximum of four hundred thousand (400,000) metric tonnes per annum over and above the Base Capacity for the Contract Year starting on 1 January 2023 and each Contract Year thereafter during the remainder of the Term or pro-rata thereof for the last Contract Year. (d) If the Customer exercises the 2023+ Excess Base Capacity Option in accordance with Clause 5.1(c), then Golar shall provide the 2023+ Excess Base Capacity for the Contract Year starting on 1 January 2023 and each Contract Year thereafter during the remainder of the Term. If the Customer notifies Golar by 31 July 2022 that it has no requirement for 2023+ Excess Base Capacity or otherwise fails to exercise the 2023+ Excess Base Capacity Option in accordance with Clause 5.1(c), the 2023+ Excess Base Capacity shall be deemed to be zero (0) MMTPA. (e) Provided that the Excess Base Capacity is larger than zero (0) MMTPA, an additional monthly fee (the “Excess Tolling Fee”) shall be payable by the Customer to Golar in arrears in an amount equal to (1) the MMBTU Excess Base Capacity divided by (2) the Monthly Component and multiplied by (3) the USD price per MMBTU for that calendar month (based on Gross Heating Value), which shall be calculated as follows: (i) For each calendar month in the 2022 Contract Year, the USD price per MMBTU shall be the higher of: A. [*****]; and B. [*****].
EXECUTION VERSION (ii) For each calendar month in each Contract Year from and including the Contract Year starting on 1 January 2023 until the end of the Term, the USD price per MMBTU shall be the higher of: A. [*****]; and B. [*****] For the purposes of this Clause 5.1 (e) only: “Additional Volumes Contract Price” means the following USD price per MMBTU: (TTF x CF x FX) – X Where: “TTF” means in respect of the Pricing Month, the un-weighted arithmetic average of the Midpoint Prices quoted in respect of such Pricing Month in the ICIS Heren European Spotgas Markets report (the “Heren Report”) on each day that such Heren Report is published during the Calculation Period; “Pricing Month” means the relevant calendar month during which Golar has provided the Excess Base Capacity; “Midpoint Prices” means the un-weighted arithmetic average of the Bid and the Offer quoted in the Heren Report in respect of the Pricing Month at the TTF in the table entitled “TTF Price Assessment” in EUR/MWh; “Calculation Period” means the calendar month immediately preceding the Pricing Month during which the Pricing Month is displayed as the front month published by the Heren Report; “CF” means 0.293071 MWh/MMBTU; “FX” means the USD foreign exchange reference rate for Euro (being the value of 1 Euro expressed in USD) as published by Bloomberg under BFIX at 16:00 hours (London time) for the United Kingdom business day immediately following the Calculation Period; and “X” is equal to: (i) [*****] for the 2022 Contract Year and (ii) [*****] for each Contract Year from and including the Contract Year starting on 1 January 2023 for the remainder of the Term. “ETF” means the Excess Tolling Fee in USD per MMBTU. EXAMPLE CALCULATION The following example calculation illustrates the equation set out in paragraph (ii) A. above. Where: - [*****]
EXECUTION VERSION - CF = 0.293071 - FX = 1.20 - [*****] Additional Volumes Contract Price = [*****] Excess Base Capacity = 0.4 MMTPA MMBTU Excess Base Capacity = 0.4 MMTPA * [*****] [*****] 2.4 In the third line of Clause 5.1(g)(ii)(B), the words “most recently instructed” shall be deleted and the words “for the relevant Contract Year” inserted after “MMBTU Excess Base Capacity”. 2.5 Clause 5.1(g)(iii) shall be deleted and replaced with the following: “(iii) For each Contract Year in which an Annual Underutilisation Quantity accrues, an "Annual Underutilisation Quantity Value", expressed in USD, shall be calculated by multiplying the Annual Underutilisation Quantity by: (A) if the Excess Base Capacity in respect of the relevant Contract Year is larger than zero (0) MMTPA, the Average Excess Tolling Fee; or (B) if the Excess Base Capacity in respect of the relevant Contract Year is zero (0) MMTPA, the Average Base Tolling Fee.” 2.6 Clause 10.1(a) shall be deleted and replaced with the following: “(a) The Customer shall design, build and operate production facilities (or cause the same to be done) to ensure the supply of Feed Gas to enable Golar to deliver the Base Capacity and, subject to the exercise of the 2023+ Excess Base Capacity Option, the 2023+ Excess Base Capacity in accordance with this Agreement. In the case of the Base Capacity, by no later than the Scheduled Commissioning Start Date, subject to any delay or postponement of such date in accordance with Clause 9.1(b), and in the case of the 2023+ Excess Base Capacity, by no later than 31 December 2022, subject to the exercise of the 2023+ Excess Base Capacity Option.” 2.7 In Clause 15.7(a), sub-paragraph (vii) shall be deleted and replaced with the following: “(vii) in any Contract Year where the Excess Base Capacity is larger than zero (0), and subject to at least twenty four (24) hours’ notice from Golar requiring minimum delivery of [*****] of Feed Gas, any time during the Allowed Laytime during which the Customer fails to maintain delivery of at least [*****] of Feed Gas, provided that where the Customer is able to maintain delivery of at least [*****] of Feed Gas during the Allowed Laytime, the extensions to the Allowed Laytimes shall be as stated in Annex 9.”
EXECUTION VERSION 2.8 The row titled “LNG Vessels” in the table set out in Annex 1 of the LTA shall be deleted in its entirety and replaced with the following: LNG Vessels Generic design capable of safely berthing LNG Vessels having a gross cargo capacity of up to 160,000m3. Golar has agreed to a Customer specific requirement for safely berthing LNG Vessels having a gross capacity of up to 180,000m3, including those listed in Annex 8. 2.9 In Annex 2 of the LTA the words “Maximum Feed Gas inlet rate: [*****] shall be deleted and replaced with “Maximum Feed Gas inlet rate: [*****]. 2.10 The table in Annex 4 of the LTA shall be deleted and replaced with the following: [*****] 2.11 The table of Approved LNG Vessels in Annex 8 of the LTA shall be deleted in its entirety and replaced with the following: Name Flag Year of Build Yard Capacity (100%) IMO Number Lena River Marshall Islands 2013 HHI, Korea 154,942m3 9629598 Yenisei River Marshall Islands 2013 HHI, Korea 154,925m3 9629586 Velikiy Novgorod Liberia 2014 STX, Korea 170,568m3 9630004 Pskov Liberia 2014 STX, Korea 170,535m3 9630028 Marshal Vasilevskiy Russian Federation 2018 HHI, Korea 174,523m3 9778313 Clean Energy Marshall Island 2007 HHI, Korea 149,755m3 9323687 Golar Nanook Marshall Island 2018 SHI, Korea 170,221m3 9785500 Golar Maria Marshall Islands 2006 Daewoo, Korea 145,931m3 9320374 Golar Penguin Marshall Islands 2014 SHI, Korea 160,683m3 9624938 Seri Camellia Malaysia 2016 HHI, Korea 150,547m3 9714276 Methane Jane Elizabeth Bermuda 2006 SHI, Korea 145,673m3 9307190 BW Paris Singapore 2009 Daewoo, Korea 162,547m3 9368302
EXECUTION VERSION Energy Glory Japan 2019 Japan Marine United Corporation, TSU Shipyard 166,686m3 9752565 Ribera del Duero Knutsen Norway 2010 Daewoo, Korea 173,667m3 9477593 Maran Gas Alexandria Greece 2015 HSHI, Korea 161,874m3 9650054 Maran Gas Troy Greece 2015 DSME, Korea 159,886m3 9658240 Stena Crystal Sky United Kingdom 2011 DSME, Korea 173,611m3 9383900 Hoegh Giant Marshall Islands 2017 HHI, Korea 170,109m3 9762962 Gaslog Savannah Bermuda 2010 SHI, Korea 155,194m3 9352860 Gaslog Skagen Bermuda 2013 SHI, Korea 155,086m3 9626285 Energy Integrity Marshall Islands 2021 DSME, Korea 173,400m3 9859739 Energy Intelligence Marshall Islands 2021 DSME, Korea 173,400m3 9881201 Seri Bakti Malaysia 2007 MHI, Japan 150,689m3 9331634 Flex Rainbow Marshall Islands 2018 SHI, Korea 174,171m3 9709037 2.12 The section headed “Allotted Loading Times” in Annex 9 of the LTA shall be deleted in its entirety and replaced with: [*****] * Allowed Laytimes shall be interpolated linearly if the combination of Scheduled Loading Quantity versus Base Capacity and, if applicable, Excess Base Capacity is not reflected in the table above.” 2.13 A new section headed “Extensions to Allowed Laytimes” shall be inserted below the section headed “Allotted Loading Times” in Annex 9 of the LTA as follows: “Extensions to Allowed Laytimes For the purposes of the proviso in Clause 15.7(a)(vii), the extensions to Allowed Laytimes where the Customer maintains delivery of at least [*****] of Feed Gas during the Allowed Laytime are as follows: [*****]
EXECUTION VERSION * The above extensions to Allowed Laytimes shall be interpolated linearly if the combination of Scheduled Loading Quantity versus Base Capacity and Excess Base Capacity is not reflected in the table above.” 3 EFFECTIVE DATE The Parties agree and confirm that the amendments to the LTA set out in Clause 2 of this Amendment Agreement shall only take effect on the date on which the Customer notifies Golar in writing (i) that it has entered into a binding amendment agreement to the LNG SPA dated 26 November 2015 between the Customer and Gazprom Marketing & Trading Singapore Pte Ltd for the sale and purchase of the LNG to be produced utilising the Excess Base Capacity and (ii) setting out the Additional Volumes Contract Price (the “Effective Date”). 4 REPRESENTATIONS AND WARRANTIES 4.1 Each Party represents and warrants that the representations and warranties it gives in clause 21 of the LTA are true and correct as at the date of this Amendment Agreement with reference to the facts and circumstances existing at such date, in relation to both this Amendment Agreement and the LTA as amended by this Amendment Agreement. 4.2 Each Party further represents and warrants that this Amendment Agreement constitutes its legal, valid, binding and enforceable obligations in accordance with its terms. 5 MISCELLANEOUS 5.1 Continuation of LTA Save as amended by this Amendment Agreement, the provisions of the LTA shall continue in full force and effect and each of the LTA and this Amendment Agreement shall be read and construed as one instrument. 5.2 Severance of Invalid Provisions If and for so long as any provision of this Amendment Agreement shall be deemed to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Amendment Agreement 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 Amendment Agreement without affecting the validity of the balance of this Amendment Agreement. 5.3 Counterpart Execution This Amendment Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Amendment Agreement for all purposes, provided that no Party shall be bound to this Amendment Agreement unless and until both Parties have executed a counterpart. 6 CHOICE OF LAW AND DISPUTE RESOLUTION 6.1 Choice of Law
EXECUTION VERSION This Amendment Agreement (and any non-contractual obligations which may arise out of or in connection with it) shall be governed by and construed in accordance with English law, without regard to its rules of conflict of laws that would require the application of laws of a different jurisdiction. 6.2 Arbitration Any Dispute arising out of or in connection with this Amendment Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules (the “Rules”) of the LCIA Court (formerly the London Court of International Arbitration), save that the Parties do not waive their right to any form of appeal to any state court or other legal authority. 6.3 Procedure for Arbitration (a) 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 [*****] days of the appointment of the second arbitrator. (b) For the avoidance of any doubt, SNH and Perenco shall only be entitled to collectively appoint one arbitrator, and Golar and Golar Cam shall only be entitled to collectively appoint one arbitrator. If SNH or Perenco commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. If Golar or Golar Cam commences arbitration otherwise than jointly with the other, the arbitrator appointed by it shall be deemed to have been appointed with the agreement of the other. (c) 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 [*****] 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. (d) If both parties so agree, there shall be a sole arbitrator appointed by the LCIA Court within [*****] days of such agreement. (e) The seat of arbitration shall be Geneva, Switzerland, and the language of the arbitration shall be English.
EXECUTION VERSION EXECUTION PAGE SIGNED for and on behalf of SOCIÉTÉ NATIONALE DES HYDROCARBURES By:_/s/ ADOLPHE MOUDIKI Name: ADOLPHE MOUDIKI Position: EXECUTIVE-GENERAL MANAGER SIGNED for and on behalf of PERENCO CAMEROON SA By:_/s/ ADRIEN BROCHE Name: ADRIEN BROCHE Position: GENERAL MANAGER SIGNED for and on behalf of GOLAR HILLI CORPORATION By: /s/ JOHN JOHANSEN Name: JOHN JOHANSEN Position: ATTORNEY-IN-FACT SIGNED for and on behalf of GOLAR CAMEROON SASU By: /s/ JOHN JOHANSEN Name: JOHN JOHANSEN Position: PRESIDENT
014-3070-9720/4/ASIA 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. DATED 2 March 2021 Among: GIMI MS CORPORATION AS BORROWER GOLAR LNG LIMITED AS A GUARANTOR GIMI HOLDING COMPANY LIMITED AS A SHAREHOLDER AND ING BANK N.V. AS FACILITY AGENT AND SECURITY TRUSTEE __________________________________________ SECOND SUPPLEMENTAL AGREEMENT TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT for a $700,000,000 Term Loan Facility in respect of the conversion of one (1) LNG carrier into a floating liquefaction natural gas facility __________________________________________
i 014-3070-9720/4/ASIA CONTENTS 1. Definitions ................................................................................................................ 2 2. Agreement to EPC Contract FM Settlement ............................................................. 3 3. Amendments to Original Facility Agreement ............................................................ 3 4. Representations and Warranties .............................................................................. 5 5. Conditions................................................................................................................ 5 6. Confirmations .......................................................................................................... 6 7. Fees, Costs and Expenses ...................................................................................... 6 8. Miscellaneous and Notices ...................................................................................... 7 9. Applicable Law ........................................................................................................ 7 Schedule 1 Conditions Precedent to Effective Date ............................................................... 9 Schedule 2 Form of Effective Date Notice ........................................................................... 11
1 014-3070-9720/4/ASIA THIS SECOND SUPPLEMENTAL AGREEMENT (THIS "AGREEMENT") IS DATED 2 March 2021 AND MADE BETWEEN: (1) GIMI MS CORPORATION (the "Borrower"); (2) GOLAR LNG LIMITED, an exempted company limited by shares, existing under the laws of Bermuda and having its registered office at 2nd Floor, S.R. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda in its capacity as the Golar Payment Guarantor and the Golar Performance Guarantor ("GLNG"); (3) GIMI HOLDING COMPANY LIMITED, an exempted company limited by shares, existing under the laws of Bermuda and having its registered office at 2nd Floor, S.R. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda in its capacity as the Original Golar Shareholder ("Gimi Holding"); (4) ING BANK N.V. as facility agent of the other Finance Parties (the "Facility Agent"); and (5) ING BANK N.V. as security trustee for the Finance Parties (the "Security Trustee"). WHEREAS: (A) This Agreement is supplemental to: i) a senior secured term loan facility agreement dated 24 October 2019 (the "Original Facility Agreement") made between, among others, the Borrower, the Facility Agent, the Security Trustee, ABN AMRO Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis as mandated lead arrangers and the financial institutions listed therein as original lenders, whereby the Lenders agreed to advance to the Borrower, upon the terms and conditions therein contained, a term loan of up to $700,000,000.00 for the purpose of enabling the Borrower to finance the construction of the Total Project Costs on the terms and conditions therein contained; and ii) a first supplemental agreement dated 19 January 2021 (the “First Supplemental Agreement”) made between the Borrower, the Facility Agent, the Security Trustee, GLNG and Gimi Holding, which supplements and amends the Original Facility Agreement upon the terms and conditions therein contained. (B) Further to a review by KOM of the KOM Financial Covenants, KOM has concluded that the KOM Financial Covenants do not comply with the KOM standard. (C) Pursuant to an amendment request letter from the Borrower and KOM dated 14 December 2020 (the “Request Letter”), the Borrower and KOM have requested that certain changes be made to the Original Facility Agreement (as amended by the First Supplemental Agreement) in respect of the KOM Financial Covenants. The Lenders have agreed to the requested changes to the Original Facility Agreement (as amended by the First Supplemental Agreement) pursuant to the Request Letter on the basis set out in this Agreement.
2 014-3070-9720/4/ASIA NOW IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS 1.1 Defined expressions Words and expressions defined in the Original Facility Agreement (as amended by the First Supplemental Agreement) shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement. 1.2 Definitions In this Agreement, unless the context otherwise requires: "Consent Letter" means the consent letter dated on or about the date hereof in relation to this Agreement, executed by KOM (as the Keppel Payment Guarantor and the Keppel Performance Guarantor) and the Original Keppel Shareholder in favour of the Facility Agent and the Security Trustee. "Effective Date" means the date on which the Facility Agent (acting on the instructions of all of the Lenders) notifies the Borrower in writing substantially in the form set out in Schedule 2 (Form of Effective Date Notice) that the Facility Agent has received the documents and evidence specified in Clause 5.1 (Documents and evidence), Clause 5.2 (General conditions precedent) and Schedule 1 (Conditions Precedent to Effective Date) in a form and substance satisfactory to it. "Facility Agreement" means the Original Facility Agreement as amended by the First Supplemental Agreement and as further amended by this Agreement. "Parties" means the parties to this Agreement and "Party" means any of them. 1.3 References References in the Original Facility Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Original Facility Agreement as amended by the First Supplemental Agreement and as further amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Original Facility Agreement, shall be construed accordingly
3 014-3070-9720/4/ASIA 1.4 Construction The rules of interpretation contained in clause 1.2 (Construction) of the Original Facility Agreement (as amended by the First Supplemental Agreement) shall have effect as if set out in this Agreement. 1.5 Electronic signing The Parties acknowledge and agree that they may execute this Agreement and any variation or amendment to the same, by electronic instrument. The Parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this Agreement shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Agreement, and evidencing the Parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the Parties authorise each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management. 1.6 Contracts (Rights of Third Parties) Act 1999 Other than the Finance Parties, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time. 1.7 Designation In accordance with the Original Facility Agreement (as amended by the First Supplemental Agreement), each of the Borrower and the Facility Agent designates each of this Agreement and the Consent Letter as a Finance Document. 2. AGREEMENT TO EPC CONTRACT FM SETTLEMENT The Facility Agent (acting on the instructions of the Majority Lenders) confirms that the Majority Lenders approved the commercial resolution to the matters arising from FM Events pursuant to the Main Building Contract by relevant FM resolution letters dated 20 January 2021 following such approval, for the purpose of clause 27.2(d)(i) of the Original Facility Agreement (as amended by the First Supplemental Agreement). 3. AMENDMENTS TO ORIGINAL FACILITY AGREEMENT 3.1 Amendments The Original Facility Agreement (as amended by the First Supplemental Agreement) shall, with effect on and from the Effective Date, be (and it is hereby) amended as follows:
4 014-3070-9720/4/ASIA 3.1.1 in clause 20.6(a) (KOM Financial Covenants) of the Original Facility Agreement the definition of “Equity (KOM)” shall be deleted and replaced with the following: “Equity (KOM)” means, in respect of the KOM Group, the aggregate of: (i) issued capital and reserves attributable to equity holders; (ii) non-controlling interests in the subsidiaries; and (iii) Perpetual Securities; 3.1.2 in clause 20.6(a) (KOM Financial Covenants) of the Original Facility Agreement, a new definition of “KOM Group” shall be inserted in alphabetical order as follows: “KOM Group” means KOM and any Subsidiary of KOM for the time being and any other entity required to be treated as a Subsidiary in KOM’s consolidated accounts in accordance with SFRS and/or any applicable law; 3.1.3 in clause 20.6(a) (KOM Financial Covenants) of the Original Facility Agreement the definition of “Net Debt (KOM)” shall be deleted and replaced with the following: “Net Debt (KOM)” means, in respect of the KOM Group, the aggregate of: (i) bank overdrafts; (ii) the principal amount of notes or bonds or debentures; (iii) liabilities as guarantor under notes or other liabilities in the nature of borrowings; and (iv) all other indebtedness of the KOM Group for borrowed moneys, including loans due to related parties and indebtedness within the KCL Group, for the avoidance of doubt, excluding any trade payables and lease liabilities (under IFRS) and after excluding any cash deposits made by any member of the KOM Group with financial institutions. 3.1.4 clause 20.6(c)(ii) (KOM Financial Covenants) of the Original Facility Agreement shall be deleted and replaced with the following: (ii) its Net Debt (KOM) to Equity (KOM) ratio is less than or equal to [*****] for the period from 31 December 2020 to 31 December 2022 and less than or equal to [*****] thereafter; and 3.1.5 clause 31.4 (Financial covenants) of the Original Facility Agreement shall be deleted and replaced with the following: 31.4 Financial covenants
5 014-3070-9720/4/ASIA (a) The Borrower or any other Obligor does not comply with Clause 20 (Financial covenants). (b) No Event of Default will occur pursuant to (a) above if, in respect of Clause 20.6 (KOM Financial Covenants), failure to comply is remedied within thirty (30) Business Days of the occurrence of such Event of Default. 3.2 Continued force and effect Save as amended by this Agreement, the provisions of the Original Facility Agreement (as amended by the First Supplemental Agreement) and the other Finance Documents shall continue in full force and effect. 4. REPRESENTATIONS AND WARRANTIES Repeating Representations The Repeating Representations (as defined in the Facility Agreement) shall be deemed to be made and repeated by the Borrower on (i) the date of this Agreement, and (ii) the Effective Date, as if made with reference to the facts and circumstances existing on such day, and references to "this Agreement" in the relevant Repeating Representations should be construed as references to this Agreement and to the Original Facility Agreement (as amended by the First Supplemental Agreement) and on the Effective Date, to the Facility Agreement. 5. CONDITIONS 5.1 Documents and evidence The occurrence of the Effective Date shall be subject to the receipt by the Facility Agent or its duly authorised representative of the documents and evidence specified in Schedule 1 (Conditions Precedent to Effective Date) in each case, in form and substance reasonably satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders). 5.2 General conditions precedent The occurrence of the Effective Date shall be further subject to: 5.2.1 the representations and warranties in Clause 4 (Representations and Warranties) being true and correct on the Effective Date; and 5.2.2 no Event of Default or Potential Event of Default being continuing at the time of the Effective Date. 5.3 Waiver of conditions precedent The conditions specified in this Clause 5 are inserted solely for the benefit of the Finance Parties and may be waived by the Facility Agent acting on the instructions of the Finance Parties in whole or in part with or without conditions.
6 014-3070-9720/4/ASIA 5.4 Replacement of LIBOR The Borrower agrees to include in the Project Budget Statement any additional interest expected to be payable as a result of the planned replacement of LIBOR, if and when such additional interest has been confirmed by one of the Lenders as selected by the Borrower and, if required by the Borrower, verified by an independent financial institution or body at the cost of the Borrower as being reasonably expected to become payable, to enable the LTA to assess whether any funding shortfall would arise from such additional interest sufficiently material to require an adjustment of the contingency level in the Project Budget Statement in order for the LTA to verify such Project Budget Statement as required for each drawdown. For the avoidance of doubt, nothing in this clause shall prejudice the provisions of clause 11.6 (Benchmark replacement) of the Facility Agreement. 6. CONFIRMATIONS 6.1 Guarantees GLNG confirms for the benefit of the Finance Parties its consent to the amendments to the Original Facility Agreement (as amended by the First Supplemental Agreement) contained in this Agreement and agrees that the guarantee and indemnity provided pursuant to each Guarantee to which it is a party, and its obligations thereunder, shall (a) remain and continue in full force and effect notwithstanding the amendments to the Original Facility Agreement (as amended by the First Supplemental Agreement) contained in this Agreement, and (b) extend to any new obligations assumed by the Borrower under the Finance Documents as a result of this Agreement (including, but not limited to, under the Facility Agreement). 6.2 Security Documents Each of the Borrower, GLNG and Gimi Holding confirms for the benefit of the Finance Parties that the Security Interests created by it pursuant to each Security Document to which it is a party shall (a) remain in full force and effect notwithstanding the amendments to the Original Facility Agreement (as amended by the First Supplemental Agreement) contained in this Agreement, and (b) continue to secure the Secured Obligations under the Finance Documents (including, but not limited to, under the Facility Agreement). 7. FEES, COSTS AND EXPENSES 7.1 Costs and expenses The Borrower agrees to pay on demand: 7.1.1 all reasonable and documented expenses (including external legal and out- of-pocket expenses and disbursements) incurred by the Facility Agent in connection with the evaluation, negotiation, preparation, execution and, where relevant, registration of this Agreement and of any amendment or extension of or the granting of any waiver or consent under this Agreement; and
7 014-3070-9720/4/ASIA 7.1.2 all reasonable expenses (including legal and out-of-pocket expenses) incurred by the Finance Parties in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under this Agreement or otherwise in respect of the monies owing and obligations incurred under this Agreement. 7.2 Value Added Tax All expenses payable pursuant to this Clause 7 shall be paid together with Indirect Tax (if any) properly chargeable thereon. 7.3 Stamp and other duties The Borrower agrees to pay to the Facility Agent and the Security Trustee on demand all stamp, documentary, registration or other like duties or Taxes (including any duties or Taxes payable by the Facility Agent or the Security Trustee) imposed on or in connection with this Agreement and shall indemnify the Facility Agent and the Security Trustee against any liability arising by reason of any delay or omission by the Borrower to pay such duties or Taxes. 8. MISCELLANEOUS AND NOTICES 8.1 Notices The provisions of clause 44 (Notices) of the Original Facility Agreement (as amended by the First Supplemental Agreement) shall extend and apply to the giving or making of notices hereunder as if the same were expressly stated herein, mutatis mutandis. 8.2 Counterparts This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument. 8.3 Further assurance The provisions of clause 21.11 (Further assurance) of the Original Facility Agreement (as amended by the First Supplemental Agreement) shall extend and apply to this Agreement as if the same were expressly stated herein, mutatis mutandis. 9. APPLICABLE LAW 9.1 Law This Agreement and any non-contractual obligations connected with it are governed by and shall be construed in accordance with English law. 9.2 Arbitration The provisions of clause 53 (Arbitration) of the Original Facility Agreement (as amended by the First Supplemental Agreement) shall apply to this Agreement as if the same were expressly stated herein, mutatis mutandis.
8 014-3070-9720/4/ASIA This Agreement has been executed on the date stated at the beginning of this Agreement.
9 014-3070-9720/4/ASIA SCHEDULE 1 CONDITIONS PRECEDENT TO EFFECTIVE DATE 1. CORPORATE AUTHORISATION In relation to the Borrower, GLNG, KOM, Gimi Holding, and First FLNG: 1.1 Constitutional documents copies certified by an officer of that Obligor, as true, complete and up to date copies, of all documents which contain or establish or relate to the constitution of that party or an officers certificate confirming that there have been no changes or amendments to the Constitutional Documents certified copies of which were previously delivered to the Facility Agent pursuant to the Original Facility Agreement (as amended by the First Supplemental Agreement); 1.2 Resolutions a copy, certified by an officer of that Obligor to be a true copy, and as being in full force and effect and not amended or rescinded, of written resolutions of its board of directors or equivalent: 1.2.1 approving the terms of, and the transactions contemplated by, this Agreement; and 1.2.2 authorising a person or persons to sign and deliver on behalf of that Obligor or, as the case may be, authorising the sealing by that Obligor of this Agreement and any notices or other documents to be given pursuant hereto, together with originals or certified copies of any powers of attorney issued by any Obligor pursuant to such resolutions; and 1.3 Certificate of incumbency a certificate signed by an officer of each relevant Obligor certified to be true, complete and up to date of (i) the directors and officers of that Obligor specifying the names and positions of such persons, (ii) its issued share capital and shareholders, (iii) specimen signatures of those persons authorised to sign this Agreement on its behalf and (iv) a declaration of solvency. 2. CONSENTS A certificate signed by an officer of the Borrower and each other relevant Obligor confirming that all governmental and other licences, approvals, consents, registrations and filings necessary for any matter or thing contemplated by this Agreement on behalf of that Obligor and for the legality, validity, enforceability, admissibility in evidence and effectiveness thereof have been obtained or effected on an unconditional basis and remain in full force and effect (or, in the case of the effecting of any registrations and filings, that arrangements satisfactory to the Facility Agent have been made for the effecting of the same within any applicable time limit).
10 014-3070-9720/4/ASIA 3. CONSENT LETTER A copy of the Consent Letter, duly executed by the parties thereto. 4. FEES Evidence that all documented legal fees of the Lender's legal advisers have been paid. 5. LEGAL OPINIONS Such legal opinions or confirmations as the Facility Agent shall in its reasonable discretion deem appropriate (or, where applicable, a written approval in principle (which can be given by email) by counsel to the Facility Agent of the arrangements contemplated by this Agreement and a confirmation that a formal legal opinion will follow promptly after the Effective Date). 6. OTHER DOCUMENTS AND EVIDENCE A copy of any other document, opinion or assurance which the Facility Agent (acting reasonably) considers to be necessary or desirable (if it has notified the Borrower accordingly prior to the date of this Agreement) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.
11 014-3070-9720/4/ASIA SCHEDULE 2 FORM OF EFFECTIVE DATE NOTICE To: Gimi MS Corporation We, ING Bank N.V. in our capacity as Facility Agent, refer to the second supplemental agreement dated [●] 2021 (the "Second Supplemental Agreement") relating to a senior secured term loan facility agreement dated 24 October 2019 made between (among others) Gimi MS Corporation as the Borrower, the financial institutions listed in it as the Lenders, and ourselves as the Facility Agent in respect of a term loan of up to $700,000,000.00 (the “Original Facility Agreement”) as amended by a supplemental agreement dated 19 January 2021 and made between (among others) Gimi MS Corporation as the Borrower, and ourselves as the Facility Agent and Security Trustee (the “First Supplemental Agreement”) (the Original Facility Agreement as amended by the First Supplemental Agreement being the "Facility Agreement"). Terms defined in the Second Supplemental Agreement have the same meaning in this notice. We hereby confirm that all conditions precedent referred to in Schedule 1 (Conditions Precedent to Effective Date) of the Second Supplemental Agreement have been satisfied. For the purpose of the Second Supplemental Agreement, the Effective Date is the date of this notice and the amendment of the Facility Agreement in accordance with the terms of the Second Supplemental Agreement is now effective. Dated: 2021 Signed: ___________________________ For and on behalf of ING Bank N.V. (as Facility Agent)
12 014-3070-9720/4/ASIA SIGNATURES THE BORROWER EXECUTED for and on behalf of GIMI MS CORPORATION by: _/s/ Pernille Noraas Name: Pernille Noraas Title: Authorised Signatory GLNG EXECUTED for and on behalf of GOLAR LNG LIMITED by: _/s/ Pernille Noraas Name: Pernille Noraas Title: Authorised Signatory GIMI HOLDING EXECUTED for and on behalf of GIMI HOLDING COMPANY LIMITED by: _/s/ Pernille Noraas Name: Pernille Noraas Title: Authorised Signatory
13 014-3070-9720/4/ASIA THE FACILITY AGENT EXECUTED for and on behalf of ING BANK N.V. by: _/s/ Kenneth van Coblijn _/s/ M.S. Preuss Name: Kenneth van Coblijn Name: Martin Steffen Preuss Title: Title: THE SECURITY TRUSTEE EXECUTED for and on behalf of ING BANK N.V. by: _/s/ Kenneth van Coblijn _/s/ M.S. Preuss Name: Kenneth van Coblijn Name: Martin Steffen Preuss Title: Title:
Golar LNG Limited Base Prospectus Global Coordinators: Joint Lead Managers: Hamilton (Bermuda), 11 March 2022
Important information The Base Prospectus is based on sources such as annual reports and publicly available information and forward-looking information based on current expectations, estimates and projections about global economic conditions, as well as the economic conditions of the regions and industries that are major markets for Golar LNG Limited (the “Company”, “Golar LNG”, “Group” or “we”). A prospective investor should consider carefully the factors set forth in Chapter 2 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. IMPORTANT – EEA AND UK RETAIL INVESTORS - If the Final Terms in respect of any bonds includes a legend titled "Prohibition of Sales to EEA Retail Investors" and/or "Prohibition of Sales to UK Retail Investors", the bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (‘EEA’) and/or in the United Kingdom (the “UK”). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the PRIIPs Regulation) (and for UK, as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation)) for offering or selling the bonds or otherwise making them available to retail investors in the EEA and/or the UK has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA and/or the UK may be unlawful under the PRIIPs Regulation and/ or the UK PRIIPS Regulation. MiFID II product governance and/or UK MiFIR product governance – The Final Terms in respect of any bonds will include a legend titled “MiFID II product governance” and/or “UK MiFIR product governance” which will outline the target market assessment in respect of the bonds and which channels for distribution of the bonds are appropriate. Any person subsequently offering, selling or recommending the bonds (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. This Base Prospectus is subject to the general business terms of the Global Coordinators and the Joint Lead Managers, available at their websites (www.danskebank.no, www.dnb.no, www.nordea.no and www.paretosec.com). The Global Coordinators and the Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Base Prospectus and may perform or seek to perform financial advisory or banking services related to such instruments. The Global Coordinators' and the Joint Lead Managers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Base Prospectus are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The distribution of the Base Prospectus may be limited by law also in other jurisdictions, for example in non-EEA countries. Approval of the Base Prospectus by Finanstilsynet (the Norwegian FSA) implies that the Base Prospectus may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Base Prospectus in any jurisdiction where such action is required. The Base Prospectus dated 11 March 2022 together with a Final Terms and any supplements to these documents constitute the Prospectus. The content of this Base Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice. Unless otherwise stated, this Base Prospectus is subject to Norwegian law. In the event of any dispute regarding the Base Prospectus, Norwegian law will apply.
TABLE OF CONTENTS: 1 RISK FACTORS ................................................................................................................ 4 2 DEFINITIONS .................................................................................................................. 9 3 PERSONS RESPONSIBLE ................................................................................................. 11 4 STATUTORY AUDITORS ................................................................................................... 12 5 INFORMATION ABOUT THE ISSUER .................................................................................. 13 6 BUSINESS OVERVIEW .................................................................................................... 15 7 ORGANIZATIONAL STRUCTURE ........................................................................................ 18 8 TREND INFORMATION .................................................................................................... 19 9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ............................................ 20 10 MAJOR SHAREHOLDERS ................................................................................................ 23 11 FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ..................................................................... 24 12 DOCUMENTS AVAILABLE ............................................................................................... 26 13 FINANCIAL INSTRUMENTS THAT CAN BE ISSUED UNDER THE BASE PROSPECTUS ............... 27 14 THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST ............................................................................................................. 36 CROSS REFERENCE LIST ................................................................................................... 37 GLOBAL COORDINATORS’ AND JOINT LEAD MANAGERS’ DISCLAIMER ..................................... 38 ANNEX 1 MEMORANDUM OF ASSOCIATION AND BYE-LAWS ................................................... 39 ANNEX 2 TEMPLATE FOR FINAL TERMS FOR FIXED AND FLOATING RATE BONDS ...................... 40 ANNEX 3 SUBSIDIARIES .................................................................................................... 53 ANNEX 4 COMPLETE FLEET LIST ......................................................................................... 54
1 Risk factors Investing in bonds issued by Golar LNG Limited involves inherent risks. As the Company is the parent company of the Group, and a holding company, the risk factors for the Group are deemed to be equivalent for the purpose of this Base Prospectus. The risks and uncertainties described in the Prospectus are risks of which the Company is aware and that the Company considers to be material to its business. If any of these risks were to occur, the Company’s business, financial position, operating results or cash flows could be materially adversely affected, and the Company could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should carefully consider, among other things, the risk factors set out in this Base Prospectus, before making an investment decision. The risk factors set out in this Base Prospectus and the Final Terms cover the Company and the bonds issued by the Company, respectively. An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. Any investor must conduct its own investigations and analysis of the Company and should consult his or her own expert advisors as to the suitability of any investment. 1.1 Risks related to the Group’s business The market for LNG transportation and regasification services is competitive The market for LNG transportation and regasification services in which the Group operates is competitive, especially with respect to the negotiation of long-term charters. Furthermore, new competitors with greater resources could enter the market for LNG carriers or FSRUs and operate larger fleets through consolidations, acquisitions or the purchase of new vessels, and may be able to offer lower charter rates and more modern fleets, which may affect the Group’s business, results of operations and financial condition. Failure to find profitable employment for our fleet in a volatile spot/short-term market could adversely impact the Group’s operations. The Group operates the majority of its vessels in the spot/short-term charter market, which is subject to volatility. Failure to find profitable employment for these vessels could adversely affect the Group’s operations. The spot market refers to charters for periods of up to twelve months or less. Spot/short-term charters expose the Group to the volatility in spot charter rates, which can be significant. In contrast, medium to long-term time charters generally provide reliable revenues, but they also limit the portion of the Group’s fleet available to the spot market during an upswing in the LNG industry cycle, when spot market voyages might be more profitable. The charter rates payable in the spot market are uncertain and volatile and will depend upon, among other things, economic conditions in the LNG market. A sustained decline in charter or spot rates or a failure to successfully charter our vessels could have a material adverse effect on our results of operations and our ability to meet our financing obligations as additional working capital may be required for continued operation of our vessels. The demand for LNG, LNG carriers, FSRUs and FLNGs will depend on prevailing energy prices The profitability and prospects of the LNG shipping sector, the floating storage and regasification sector and the floating liquefaction sector are subject to prevailing energy prices and demand. While global LNG demand has continued to rise, the rate of its growth has fluctuated for several reasons, including fluctuations in the price of natural gas and other sources of energy, the continued increase in natural gas production from unconventional sources, including hydraulic fracturing, in regions such as North America and the highly complex and capital-intensive nature of new and expanded LNG projects, including liquefaction projects. The results of operations and financial condition of the Group will consequently depend on continued world and regional energy prices and demand for LNG, LNG carriers, FSRUs and FLNGs. The FLNG conversions undertaken by the Group are highly complex FLNG vessels are complex and their operations are technically challenging and subject to mechanical risks and problems. Unforeseen operational problems with the Hilli Episeyo (“FLNG Hilli”), or future projects by the Group such as the Gimi Conversion (“FLNG Gimi”), may lead to a loss of future revenues or higher than anticipated future operating expenses or require additional capital expenditures. The completion of retrofitting the Group’s vessels as FLNG vessels could be subject to significant cost overruns. If the shipyard is unable to deliver any converted FLNG vessel on time, the Group might be unable to perform its obligations under the related tolling agreement. Furthermore, if any future FLNG vessels, once converted, are unable to meet certain performance requirements or perform as intended, such vessels may have to accept reduced tolling rates. Either of these possibilities would have a negative impact, which could be significant, on the Group’s business, results of operations and financial condition. In addition, due to the new nature of the technology, only a very limited number of contractors have relevant experience with FLNG conversions and as a result the Group is reliant on a small number of contractors with relevant experience. Accordingly, a change of contractors, for any reason, would likely result in higher costs and a significant delay to our delivery schedules. FLNG Hilli is not 100% utilized The Group cannot guarantee the full utilization of the full capacity of FLNG Hilli and sufficient profitability to justify its investment. FLNG Hilli commenced commercial operations in June 2018, under the terms of the liquefaction tolling agreement (“LTA”) by and between Perenco and SNH (the “Customer”). The LTA commits of a portion of the capacity of the four liquefaction trains (1.2 mmt per annum of the 2.4 mmt per annum capacity). In July 2021, we signed an agreement with the Customer to increase the utilization of the FLNG Hilli, commencing in January 2022, by 200,000 tons of LNG, bringing total utilization in 2022 to 1.4 million tons. Under the agreement, the Customer was granted further option to increase capacity utilization of FLNG Hilli by up to 400,000 tons of LNG per year from January 2023 through to the end of the current contract term in 2026, which must be
declared during the third quarter of 2022. To date, remaining capacity of FLNG Hilli is not yet contracted. Delays in contracting such additional capacity could adversely affect the Group’s financial performance and may not deliver its anticipated profitability or generate cash flow sufficient to justify the Group’s investment. Delays and costs associated with renegotiation of the Group’s conversion contracts and capital expenditure could adversely affect its earnings, cash flows and financial condition The 20-year Lease and Operate Agreement (“LOA”) with BP Mauritania Investments Ltd (“BP”) for the charter of the FLNG Gimi provides both parties with the right to suspend or terminate the agreement under certain circumstances after performance has begun, including as a result of a prolonged force majeure event. Should the Group be unable to meet its obligations under the LOA in a manner that gives rise to a right to terminate the agreement by BP, the Group could be obligated to pay substantial damages to BP which would have a negative impact on the Group’s earnings, cash flow and financial condition and could make it difficult to induce counterparties to contract with us for future FLNG conversions. The values of the Group’s vessels may fluctuate Vessel values can fluctuate substantially over time due to a number of different factors, such as prevailing economic and market conditions in the natural gas and energy markets; increases in the supply of vessel capacity without a commensurate increase in demand, the type, size and age of a vessel; and the cost of retrofitting or modifying existing vessel. Any impairment charges incurred as a result of a decline in market value of our vessels againsts its carrying value could negatively affect our business, financial condition, operating results or the trading price of our common shares. The realization of vessel values may consequently take time and will be exposed to a variety of general and specific market conditions. When vessel values are low, we may not be able to dispose of vessels at a reasonable price when we wish to sell vessels, and conversely, when vessel values are elevated, we may not be able to acquire additional vessels at attractive prices when we wish to acquire additional vessels, which could adversely affect our business, results of operations, cash flow, financial condition and ability to make distributions to unitholders. The Group is dependent on its executive management, senior management team and key employees with relevant experience The Group is dependent upon its executive management, as well as its senior management team and small number of key employees with relevant and highly specific operational, commercial, technical and financial experience and skillset relating to the LNG industry and value chain. Without limitation, an example would be the securing and negotiation of an FLNG charter party and subsequent project execution of such a contract. The loss of such personnel and the failure to successfully recruit replacements in a timely manner, or at all, would have a material adverse effect on its business, prospects, financial condition and results of operations. A loss of one or more individuals within these groups may expose the Group to lack of sufficient knowledge about one or more of the projects or activities the Group is engaged in – leading to a situation whereby our ability to deliver or execute as per contractually agreed could be compromised which in turn may have material economic impact on the Group. The Group may be exposed to these situations in respect of commercial, financial, legal and operational relationships across both existing clients, service providers and lenders and prospective new business activities. Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect the Group’s business The Group’s operations are subject to risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic, which has been spreading around the world since December 2019. Many countries worldwide, affected by the outbreak, declared national emergencies due to the outbreak. The COVID-19 outbreak has negatively affected economic conditions and energy prices have been volatile. The COVID-19 outbreak has also negatively affected the supply chain, the labour market, the demand for LNG and LNG shipping regionally as well as globally and may otherwise impact the Group’s operations and the operations of its customers and suppliers. Governments in affected countries have been imposing and may continue to impose travel bans, quarantines and other emergency public health measures. These measures, though temporary in nature, may continue and increase as countries attempt to contain the outbreak. The extent of the COVID-19 outbreak’s effect on its operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. The Group may not be able to obtain financing, to meet obligations as they fall due or to fund growth or future capital expenditures In order to fund future FLNG vessels, liquefaction projects, vessel acquisitions, increased working capital levels or other capital expenditures, the Group may be required to use cash from operations, incur additional borrowings, raise capital through the sale of debt instruments or additional equity securities. The Group’s ability to do so may be limited by the Group’s financial condition at the time of such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond the control of the Group. The failure to obtain funds for future capital expenditures could impact the Group’s results of operations, financial condition and its ability to repay the Bonds. The Group’s ability to service its debt is dependent on cash flow from its subsidiaries The Company is a holding company and relies principally on cash flows earned and dividends paid by its subsidiaries for cash requirements, including the funds necessary to service any debt it may incur. The Company’s subsidiaries may be restricted in their ability to transfer a portion of their net income to the Company, whether in the form of dividends, loans or advances, and the imposition of such a limitation could materially and adversely limit the Company’s ability to grow, make investments or acquisitions that could be beneficial to its businesses, or otherwise fund and conduct its business. The Group is highly leveraged and subject to restrictions in its financing agreements that impose constraints on its operating and financing flexibility
The Group has significant indebtedness outstanding under its several outstanding loans. The Group may need to refinance some or all of its indebtedness or loan facilities or additional indebtedness that it may incur in the future to, among other things, acquire additional vessels or for working capital requirements. It cannot assure you that it will be able to do so on terms acceptable to the Group or at all. If the Group cannot refinance its indebtedness, it will have to dedicate some or all of its cash flows and cash held for such repayments, and it may be required to sell some of its assets to pay the principal and interest on its indebtedness. The Group’s loan facilities and the indentures for its bonds are subject to certain limitations on its business and future financing activities. Due to these restrictions, the Group may need to seek permission from its lenders in order to engage in some corporate actions. The Group’s lenders’ interests may differ from the Group’s and the Group cannot guarantee that waivers from lenders’ will be obtained when needed. This may prevent the Group from taking actions that are in its best interests as a consequence of lenders exercising rights or control prohibiting the Group to act timely in taking such actions. Risk of maritime liens Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings in addition, in some jurisdictions a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. The arrest or attachment of one or more of the Group’s vessels could interrupt the business or require large sums of money to have the arrest or attachment lifted, which could have a negative effect on the Company’s cash flows and the ability to service its debt. Exposure to equity price volatility in New Fortress Energy Inc’s (“NFE”) and Cool Company Limited (“Cool Company”) shares could adversely affect the Group’s ability to perform its obligations. The Group owns 18.6 million shares of NFE Class A common stock and 125 million shares of Cool Company Limited common shares. Should the price of the Group’s NFE common stock or Cool Company decline materially, and the Group sold shares at substantially lower prices, the Group’s ability to repay our financial obligations, including these bonds, or fully comply with other contractual commitments could be at risk. Guarantee obligations in respect of indebtedness of affiliates and others The Group guarantees the indebtedness of its affiliates and external parties. If certain of the Group’s affiliates and/or external parties are unable to service their debt requirements or comply with certain provisions contained in their loan agreements, this may have a material adverse effect on the Group. The Group operates in jurisdictions with considerable political and security risks The group operates in, and/or are pursuing projects which could lead to future operations in, areas of the world where there are heightened political and security risks. The Group identifies higher risk countries in which it operates through its own data, the experiences of its partners and customers, and publicly available third-party information such as Transparency International, the World Bank and TRACE International, and monitor the specific risks associated with countries in which they operate.The impact from such risks to the Group’s business may materalize in damage or loss of a vessel, loss of life, reputational damage, loss of rights and loss of earnings. Risk related to accidents, spills or maritime disasters All vessels and industrial processes carry or involve potential pollutants and consequently the operation of FSRUs, FLNGs and LNG carriers is inherently risky. Due to the nature of the operations of the Group, the Group’s vessels and cargo is at risk of being damaged or lost because of events such as marine disasters, acts of piracy, environmental accidents, bad weather, mechanical failures, grounding, fire, explosions and collisions, human error, national emergency and war and terrorism. Any of these risks, should they materialize, could cause damage or loss of a vessel, loss of life or other environmental consequences. Further, the costs of compliance associated with changes in environmental regulations could require significant expenditures, and breaches of such regulations may result in the imposition of material fines and penalties or temporary or permanent suspension of production operations. Risk of regulatory changes The Group operates in a market which is governed by regulatory regimes which may be subject to change. If regulations change, or if the Group or its partners fail to abide by regulations or meet the requirements of the jurisdictions in which its vessels operate, then the Group may lose rights or suffer fines or other penalties which could be substantial. Continued provision of management services is reliant on third parties The Group has entered into certain agreements with third parties for the provision of certain technical, crew, commercial, corporate secretarial and other agreements. As the Group is responsible for the operating expenses under such agreements, significant fluctuation of such expenses could materially and adversely affect the Group’s results of operations. If the Group is unable to deliver the services that it is contracted to provide, it could result in a material adverse effect on its reputation and its results of operations. Counterparty risks The performance of an underlying investment depends heavily on its counterparties' ability to perform their obligations under agreed charter parties. Default by a counterparty of its obligations under its charter party agreements may have material adverse consequences on our results of operations.
1.2 Risks related to the market and economic conditions Macroeconomic conditions Changes in national and international economic conditions, including, for example interest rate levels, inflation and employment levels may influence the valuation of real tangible and financial assets. In turn, this may impact the demand for goods, services and assets globally and thereby the macro economy. The current macroeconomic situation is uncertain and there is a risk of negative developments. The Group anticipates a significant number of the port calls made by its vessels will continue to involve the loading or discharging of LNG in ports in the Asia Pacific region. As a result, any negative changes in economic conditions globally or in any Asia Pacific country specifically, particularly in China, may have a material adverse effect on the Group’s business, financial condition, results of operations or its future prospects. Interest rate risk and covenant risks Any changes in the underlying interest rate would directly affect the returns on the underlying investments. Interest rate levels can also indirectly affect the value of the assets at the point of sale, which could negatively impact the Group’s results of operations, financial condition and ability repay maturing debts and the Bonds. The Group’s loan agreements include financial covenants, if these covenants are not complied with, the Group may not be able to draw on its credit facilities and outstanding amounts may become due and payable. If the Company or any Group company is required to repay any financial indebtedness and alternative financial resources are not available at such time, this may have an adverse effect on the Group’s liquidity and financial condition. Currency exchange risk Charter hire is normally payable in US Dollars and the value of the vessels is normally denominated in US Dollars. However certain revenues, expenses, assets and liabilities are denominated in Euro, the British Pound, the Norwegian Kroner and other currencies. Thus, currency fluctuations may affect both the investors' return, and Group‘s cash flows, financial condition and results of operations. 1.3 Risks related to the Bonds Risk of being unable to repay the Bonds The Group's ability to generate cash flow from operation and to make scheduled payments on and to repay its indebtedness, including the Bonds, will depend on the future financial performance of the Group. The future performance of the Group will be affected by a range of economic, competitive, governmental, operating and other business factors, many of which cannot be controlled. Risks related to the market for the Bonds There is no existing market for the Bonds, and there can be no assurance given regarding the future development of a trading market for the Bonds. The pricing of the Bonds can be volatile. Potential investors should note that it may be difficult or even impossible to trade and sell the Bonds in the secondary market. Even if the Bonds are admitted to trading, active trading in the Bonds may not occur and a liquid market for trading in the Bonds may not be available even if the Bonds are listed. Risks related to transfer restrictions on the Bonds As the Group is relying upon exemptions from registration under the U.S. Securities Act, applicable state securities laws, and UK and EU securities laws in the placement of the Bonds, the Bonds may only be transferred in a transaction registered under or exempt from the registration or prospectus requirements of such legislation in the future. Therefore, investors may not be able to sell their Bonds at their preferred time or price. The Group cannot assure investors as to the future liquidity of the Bonds. The trading price of the Bonds may be volatile Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Bonds. This may impact the bondholders ability to sell Bonds at an acceptable price – potentially incurring losses. Optional redemption of Bonds by Company may impact value of the Bonds The Bonds may be subject to optional redemption by the Company, which may have a material adverse effect on the value of the Bonds. The terms and conditions of the Bonds will provide that the Bonds shall be subject to optional redemption by the Company at their outstanding principal amount, plus accrued and unpaid interest to the date of redemption, plus a premium calculated in accordance with the terms and conditions of the Bonds. This is likely to limit the market value of the Bonds. It may not be possible for bondholders to reinvest proceeds at an effective interest rate as high as the interest rate on the Bonds. Changes in exchange rates may have a material adverse effect on the value of the principal payable on the Bonds As the Company will pay principal and interest on the Bonds and make any other payments under the Bonds in USD, significant changes to the applicable exchange rates due to economic, political or other factors over which the Group has no control, present certain risks if an investor’s financial activities are denominated principally in a currency other than USD. Further, exchange controls imposed or modified by the relevant authorities could adversely affect an applicable exchange rate, and as a result the investors may receive less or no interest or principal.
Prospective investors may not be able to recover losses incurred through civil proceedings for Norwegian or U.S. securities laws violations The Company is incorporated under Bermuda law. All of the Company's members of senior management and directors and executives currently reside outside the United States and all of its assets are currently located outside the United States. As a result, prospective investors may be unable to effect service of process within the United States or to recover on judgments of United States courts in any civil proceedings under the United States federal securities laws, and there can be made no assurances that civil proceedings can be effected in Norway against the Company, members of senior management and directors and executives. Defaults or insolvency of subsidiaries The Group’s loan agreements contain certain cross -default provisions. Defaults by, or the insolvency of, any subsidiaries of the Group could result in the obligation of the Group to make payments under parent company financial or performance guarantees in respect of such subsidiaries’ financial indebtedness, or cause cross-defaults on other financial indebtedness of the Group. Put Option Event - the Company’s ability to redeem the Bonds with cash may be limited Upon the occurrence of a Put Option Event, each individual bondholder shall have a right of pre-payment of the Bonds as set out in the Bond Agreement. However, it is possible that the Company may not have sufficient funds to make the required redemption of Bonds, resulting in an event of default under the Bonds. The consequence of such a situation is that bondholders may take legal action in order to redeem the value of their investment. The terms and conditions of the Bonds will allow for modification of the Bonds or waivers or authorisations of breaches and substitution of the Company which, in certain circumstances, may be affected without the consent of bondholders The terms and condition of the Bonds will contain provisions for calling meetings of bondholders and certain written amendment procedures. These provisions permit defined majorities to make decisions affecting and binding all bondholders. The bond trustee may, without the consent of the bondholders, agree to certain minor modifications of the agreement for the terms and conditions of the Bond and other finance documents which, in the opinion of the bond trustee, are proper to make and will not adversely affect the bondholder's rights. No action against the Company and bondholders' representation In accordance with the terms and conditions of the Bonds, the bond trustee will represent all bondholders in all matters relating to the Bonds and the bondholders are prevented from taking actions on their own against the Company. Consequently, individual bondholders do not have the right to take legal actions to declare any default by claiming any payment from the Company directly and may therefore lack effective remedies unless and until a requisite majority of the bondholders agree to take such action.
2 Definitions Additional Bonds Means the debt instruments issued under a Tap Issue, including any Temporary Bonds. Please see Bonds Terms for definition of Tap Issue and Temporary Bond. Annual Report 2020 The audited consolidated financial statements of Golar LNG Limited as of and for the year ended December 31, 2020, included in the 2020 Form 20-F filed with the United States Securities and Exchange Commission. Annual Report 2019 The audited consolidated financial statements of Golar LNG Limited as of and for the year ended December 31, 2019, included in the 2019 Form 20-F filed with the United States Securities and Exchange Commission. Base Prospectus This document dated 11 March 2022. Bonds Terms Means the terms and conditions, including all Attachments which form an integrated part of any Bond Terms to be listed under this Base Prospectus, in each case as amended and/or supplemented from time to time. Please see Bond Terms for definition of Attachment. Bonds Means (i) the debt instruments issued by the Issuer pursuant to the Bond Terms including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time. Cool Company Cool Company Limited, a company owning eight TFDE LNG carriers where Golar LNG Limited owns 31.3% as of 31st January 2022. Company/Issuer/Golar LNG Golar LNG Limited, a corporation organised under the laws of Bermuda. Final Terms Document to be prepared for each new issue of bonds under the Prospectus. The template for Final Terms is included in the Base Prospectus as Annex 2. The template for Final Terms has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this template for Final Terms as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities that are the subject of this template for Final Terms. Investors should make their own assessment as to the suitability of investing in the securities. FLNG Floating liquefaction natural gas vessel FSRU Floating storage and regasification unit Global Coordinators: DNB Bank ASA and Pareto Securities AS Group Golar LNG Limited and its subsidiaries from time to time Interim Report Q1 2021 The unaudited condensed consolidated financial statements of Golar LNG Limited as of and for the three months period ended March 31, 2021, included in the Form 6-K filed with the United States Securities and Exchange Commission. Interim Report Q2 2021 The unaudited condensed consolidated financial statements of Golar LNG Limited as of and for the six months period ended June 30, 2021, included in the Form 6-K filed with the United States Securities and Exchange Commission. Interim Report Q3 2021 The unaudited condensed consolidated financial statements of Golar LNG Limited as of and for the nine months period ended September 30, 2021, included in the Form 6- K filed with the United States Securities and Exchange Commission. Joint Lead Managers Danske Bank A/S and Nordea Bank Abp LNG Liquefied natural gas NFE New Fortress Energy Inc. SNH Société Nationales des Hydrocarbures TFDE LNG Tri-Fuel diesel electric propulsion LNG ships
TTF Dutch Title Transfer Facility, a virtual trading point for natural gas in the Netherlands U.S. GAAP United States generally accepted accounting principles
3 Persons responsible 3.1 Persons responsible for the information Persons responsible for the information given in the Base Prospectus are as follows: Golar LNG Limited 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda 3.2 Declaration by persons responsible Golar LNG Limited declares that, to the best of its knowledge, the information contained in the Base Prospectus is in accordance with the facts and that the Base Prospectus makes no omission likely to affect its import. Eduardo Maranhão Chief Financial Officer Golar LNG Limited Hamilton (Bermuda), 11 March 2022 Approval of the Base Prospectus The Base Prospectus has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Base Prospectus.
4 Statutory Auditors The statutory auditor for the Issuer for the period covered by the historical financial information in this Base Prospectus has been Ernst & Young LLP, an independent registered public accounting firm. Ernst & Young LLP is member of the Institute of Chartered Accountants in England and Wales. Ernst & Young LLP has its registered address at 1 More London Riverside, London SE1 2AF, United Kingdom.
5 Information about the Issuer 5.1 History and development of the Company 5.1.1 Name and contact details The legal name of the Issuer is Golar LNG Limited, the commercial name is Golar LNG. The address, telephone number and website of the Issuer’s principal place of business is as follow: Golar LNG Limited 2nd Floor, S.E. Pearman Building 9 Par-la-Ville Road, Hamilton HM 11, Bermuda Telephone: +1 (441) 295-4705 Website https://www.golarlng.com The information on the website mentioned above does not form part of the Base Prospectus unless that information is incorporated by reference into the Base Prospectus. 5.1.2 Place of registration, registration number and LEI code The Company is registered with the Registrar of Companies in Bermuda with registration number 30506. The Company’s LEI code is 213800C2VSFZG3EZLO34. 5.1.3 Incorporation, domicile and legal form The Company is a corporation organised under the laws of Bermuda. Golar LNG Limited was incorporated on May 20, 2001. The Company operates under the provisions of the Bermuda Companies Law of 1981. 5.1.4 Objects and purposes Golar LNG’s primary business is to provide infrastructure for the liquefaction, transportation, regasification of LNG. The Company is also engaged in the the acquisition, ownership, operation and chartering of FLNGs, FSRUs and LNG carriers. The Company also operates vessels on behalf of third parties under management agreements. The Company's Memorandum of Association and Bye-laws can be found at the Company's website: https://www.golarlng.com/investors/legal/memorandum-of-association-and-bye-laws.aspx 5.1.5 Recent events for evaluation of the issuer’s solvency In January 2022, Golar LNG and Cool Company entered into an agreement (the “Vessel SPA”) under which Cool Company acquired from Golar, eight modern TFDE LNG vessels and the Cool Pool Limited, the fleet’s commercial management company. A gross total of $275 million of equity was raised with Golar retaining 31.3% of Cool Company. As part of the transaction Golar repaid debt and leases totalling $589.9 million. 5.1.6 Changes in borrowing and funding structure since the last financial year In October 2021, Golar LNG closed these Bonds, which will mature in October 2025 and bear interest at 7.00% per annum. The net proceeds from the Bonds will be used to partly refinance its USD 402.5 million 2017 convertible bonds maturing in February 2022 (“2017 Convertible Bonds”) and for general corporate purposes. Contemporaneous with the closing, Golar LNG redeemed USD 85.2 million of the 2017 Convertible Bonds outstanding principal. In November 2021, Golar LNG entered into a supplemental agreement with its existing lender, CCB Financial Leasing Corporation Limited, to extend the Golar Seal's put option maturity from January 2022 to January 2025. In November 2021 Golar LNG executed a Margin Loan Agreement (the “2021 Margin Loan”) which has a term of three years, a revolving facility limit of USD 200.0 million and bears interest at LIBOR plus a margin of 2.8%. The 2021 Margin Loan is secured by the 18.6 million NFE Shares that Golar LNG owns. Golar LNG is permitted under the terms of the 2021 Margin Loan, to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value ratio based on the then- current market value of such NFE Shares. In November 2021, Golar LNG repaid in full its USD 100.0 million Revolving Credit Facility (“RCF”), using the proceeds from these Bonds. The NFE Shares held as security to the RCF, were subsequently released.
In December 2021, Golar LNG completed refinancing of the FSRU “Golar Tundra” with a $158.0 million loan facility under a 5- year tenor replacing the previous $104.4 million maturing in June 2022. The facility bears interest at LIBOR plus a margin of 3.00% and can be increased to $182.0 million subject to certain commercial chartering conditions being met. A commitment fee applies to the undrawn amount. In January 2022, as part of the creation of Cool Company, Golar obtained credit approval for financingof six vessels through a sustainability-linked bank facility totalling $580 million under a 5-year tenor bearing an interest of SOFR plus 2.75%. This facility is non-recourse to Golar and replaced existing financing for the six vessels which total $589.9 million (as of 31st December 2021). The remaining two vessels being sold will remain under existing sale-leaseback financing arrangements with a continuing Golar LNG guarantee (along with an additional Cool Company guarantee). The charge to Cool Company for this Golar LNG guarantee will be 0.5% per annum. In February 2022, Golar LNG executed a $250 million term loan facility with Sequoia Investment Management Company Limited which has a term of 7 years and bears interest in the range of LIBOR plus a margin of 4.5% to 5.5% (subject to certain financial ratio thresholds). The term loan has no scheduled amortization, but is subject to a cash sweep mechanism from the fourth year. The loan can be drawn in two tranches of $125 million. 5.1.7 Expected financing of activities A portion of the proceeds from these Bonds, together with proceeds to be drawn under the 2021 Margin Loan, will be used to redeem the Company’s outstanding 2017 Convertible Bonds – which currently has an outstanding balance of USD 317.3 million. Golar LNG owns 70% of Gimi MS Corporation, the entity owning the Gimi FLNG unit. As of 31st December 2021, Gimi MS Corporation had assets under development directly associated with Gimi FLNG of $877.8 million, of which $41.2 million was capitalized interest cost. The total capital expenditure is estimated to approximately $1.5 billion. The capital expenditure is partly funded by a $700 million facility under which $410 million has been drawn. Golar LNG may also from time to time incur capital expenditure on modifications to existing FSRU and/or LNG carriers in order to comply with client requirements to secure long-term chartering opportunities or enable a sale of the vessel.
6 Business Overview 6.1 General Golar LNG Limiited is in international provider of services to the LNG industry through three main markets; shipping, regasification and liquefaction. We were formed in 2001. Golar is publicly listed on the NASDAQ Global Select stock exchange under the ticker GLNG. Our primary strategy focuses on servicing our customers through our fleet of FLNG units, LNG carriers and FSRU units through short-, medium- and long-term charters. In executing our strategy, we may engage in vessel or business acquisiions or enter into joint ventures and partnerships with companies that provide increased access to emerging opportunities from gloal expansion of the LNG market. We may consider other opportunities to which our competitive strengths are well suited, including entering into integrated upstream projects through our FLNG units. 6.2 Main categories of services performed and principal markets Shipping LNG carriers are usually chartered to carry LNG pursuant to time-charter contracts, where a vessel is hired for a fixed period of time and the charter rate is payable to the owner on a monthly basis and in advance. LNG shipping historically has been transacted with long-term, fixed-rate time-charter contracts. LNG projects require significant capital expenditures and typically involve an integrated chain of dedicated facilities and cooperative activities. Accordingly, the overall success of an LNG project depends heavily on long-range planning and coordination of project activities, including marine transportation. Most shipping requirements for new LNG projects continue to be provided on a long-term basis, though the levels of spot voyages (typically consisting of a single voyage), short-term time-charters and medium-term time-charters have grown in recent years. In the LNG market, we compete principally with other private and state-controlled energy and utilities companies that generally operate captive fleets, and independent ship owners and operators. Many major energy companies compete directly with independent owners by transporting LNG for third parties in addition to their own LNG. Given the complex, long-term nature of LNG projects, major energy companies historically have transported LNG through their captive fleets. However, independent fleet operators have been obtaining an increasing percentage of charters for new or expanded LNG projects as some major energy companies have continued to divest non-core businesses. LNG carriers transport LNG internationally between liquefaction facilities and import terminals. After natural gas is transported by pipeline from production fields to a liquefaction facility, it is supercooled to a temperature of approximately negative 160 degrees Celsius. This process reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to import natural gas. LNG carriers include a sophisticated containment system that holds the LNG and provides insulation to reduce the amount of LNG that boils off naturally. The natural boil off is either used as fuel to power the engines on the ship or it can be reliquefied and put back into the tanks. LNG is transported overseas in specially built tanks in double-hulled ships to a receiving terminal, where it is offloaded and stored in insulated tanks. In regasification facilities at the receiving terminal, including FSRUs, the LNG is returned to its gaseous state (or regasified) and then shipped by pipeline for distribution to natural gas customers. Global LNG trade reached 388 million metric tons in 2021, representing 5.8% year over year growth with China overtaking Japan as the largest importer at 81 million metric tons. According to IHS Markit, global LNG trade is expected to grow to approximately 440 million metric tons by 2025 based on existing capacity, capacity under construction and planned capacity additions. The majority of supply will be brought on in the Atlantic basin whereas demand is expected to growh mainly in the Asia-Pacific The LNG carrier spot market for Tri-Fuel Diesel Electric vessels averaged approximately $92,000/day in 2021 – compared to $59,000/day in 2020 – according to an average of five ship brokers. The historical 20-year average is approximately $67,500/day. The LNG carrier freight market was positively impacted by higher prices for the commodity itself with wide arbitrages between regions driving the rates up. Newbuild prices for LNG carriers increased through 2021 with an indicated price of approximately $180 million at the start of the year to above $210 million at year-end. The increase in prices was a consequence of increased ordering activity in other shipping segments combined with escalating prices of equipment and higher ordering activity by ship owners. The Company owns and manages a fleet of high-quality LNG carriers. As of December 31, 2021, Golar LNG’s owned shipping fleet comprises nine LNG carriers and one FSRU. The vessel fleet that it manages for third parties under management agreements comprises seven LNG carriers and eight FSRUs. The majority of these vessels use fuel efficient propulsion and low boil-off technology and are compatible with most LNG loading and receiving terminals worldwide. The Company’s shipping strategy will continue to prioritise longer term utilisation over short- term opportunities. On an opportunistic basis and over time, the Company aims to also convert some of its LNG carriers into FLNGs and FSRUs. On January 26, 2022, Golar and Cool Company Limited (Cool Company), a wholly owned subsidiary of Golar, entered into an agreement (the “Vessel SPA”) under which Cool Company will acquire from Golar, eight modern TFDE LNG vessels and the
Cool Pool Limited, the fleet’s commercial management company. Cool Company raised $275 million in a private placement to fund the acquisition. Golar retains ownership of 31.3% of Cool Company. Following the closing of the Vessel SPA, Golar’s wholly-owned shipping and regasification assets consists of one LNGC and one FSRU. Please see Annex 4 for a list of the Company’s owned and managed shipping fleet as of 31 December 2021. The Cool Pool In October 2015, the Company entered into an LNG carrier pooling arrangement with GasLog Carriers Ltd (“GasLog”) and Dynagas Ltd (“Dynagas”) to market its vessels operating in the LNG shipping spot market. In June 2018 and July 2019, Dynagas and GasLog exited the pooling arrangement, respectively. Following the exit of GasLog from the Cool Pool, the Company began consolidating the Cool Pool. The Cool Pool allows the pool participants to optimize the operation of the pool vessels through improved scheduling ability, cost efficiencies and common marketing. The objective of the Cool Pool is to serve the transportation requirements of the LNG shipping market by providing customers with reliable, innovative and more flexible solutions to meet their increasingly complex shipping requirements. Under the Pool Agreement, the Cool Pool Limited (“Pool Manager”) is responsible, as agent, for the marketing and chartering of the participating vessels and for paying other voyage costs such as port call expenses and brokers' commissions in relation to employment contracts. Each of the pool participants continues to be fully responsible for the financing, insurance, manning and technical management of their respective vessels. As of December 31, 2021 the Cool Pool comprised of ten vessels, of which nine were contributed by the Company and one by NFE. As part of the listing of Cool Company Limited in the first quarter of 2022, the Cool Pool, through Cool Pool Limited, was transferred from Golar LNG to Cool Company. Regasification (FSRU) FSRUs Floating LNG regasification projects first emerged as a solution to the difficulties and protracted process of obtaining permits to build shore-based LNG reception facilities (especially along the North American coasts). Due to their offshore location, FSRU facilities are less likely than onshore facilities to be met with resistance in local communities, which is especially important in the case of a facility that is intended to serve a highly populated area where there is a high demand for natural gas. As a result, it is usually easier and faster for FSRUs to obtain necessary permits than for comparable onshore facilities. FSRU projects can typically be completed in less time (2 to 3 years compared to 4 or more years for land-based projects) and at a significantly lower cost (20-50% less) than land-based alternatives. In addition, FSRUs offer a more flexible solution than land-based terminals in some instances. They can be used as an LNG carrier, a regasification shuttle vessel or permanently moored as a FSRU. They can also be relocated relatively easily if market dynamics change. FSRUs offer a fast-track regasification solution for markets that need immediate access to LNG supply. FSRUs can also be used as bridging solutions until a land-based terminal is constructed. In this way, FSRUs are both a replacement for, and complement to, landbased regasification alternatives. Please see Annex 4 for a list of the Company’s vessels in the FSRU segment as of 31 December 2021. Liquefaction (FLNG) The Company offers resource holders a low-cost rapid deployment delivering solution to monetise stranded gas reserves. Our FLNG investment proposition is built on a sound technical and commercial offering, derived from structurally lower unit capital costs and short lead times. FLNG allows smaller resource holders to enter the LNG business and occupy a legitimate space alongside the largest resource holders, major oil companies and world-scale LNG buyers. For established LNG industry participants, the prospect of the Company’s low-cost,, fast-track, small footprint FLNG solution provides a compelling alternative to traditional land-based projects. Following the re-emergence of strong returns in the upstream business, the Company will revisit opportunities to use its unique FLNG technology and operational experience to increase its potential upstream exposure. Compared to onshore terminals, FLNG is in the early stage of development. Our FLNG offer a solution for stranded reserves (such as lean gas sourced from offshore fields) for which geographical, technical and economic limitations restrict the ability to convert these gas reserves to LNG. In addition, most FLNGs offer a more viable economic solution to the traditional giant land- based projects as they can be relatively easily re-deployed. Golar’s liquefaction solutions place liquefaction technology on board existing LNG carrier using a rapid low-cost execution model resulting in a construction and commissioning time of approximately four years. Golar is the only company in the world to have entered into agreements for the long-term employment of FLNGs based on the conversion of an existing LNG carrier. Please see Annex 4 for a list of the Company’s vessels in the FLNG segment as of December 31, 2021. FLNG Hilli The FLNG Hilli conversion was completed in October 2017 and was accepted by Perenco (its Customer) in May 2018 (the “Acceptance Date”). Under the Liquefaction Tolling Agreement (“LTA”), the FLNG Hilli is scheduled to provide liquefaction services until July 2026. Under the terms of the LTA (as amended), the FLNG Hilli is required to make available 1.4 million
tonnes of liquefaction capacity for calendar year 2022. The Customer holds an option (to be exercised by July 2022) to increase the annual capacity by up to 1.6 million tonnes per year, if not exercised, the annual capacity for calendar year 2023 will revert to 1.2 million tonnes per year. From January 2020, the Customer will also compensate the disponent owner of FLNG Hilli, Golar Hilli Corp (“Hilli Corp”) annually for overproduction of annual base liquefaction tonnage. The Customer will pay Hilli Corp a monthly tolling fee, which consists of i) a fixed element of hire, ii) an element related to the price of Brent crude oil where the Company receives incremental tolling fees when the price rises above USD 60 per barrel, and iii) an element related to the TTF natural gas price relating to 0.2 million tonnes of annual capacity for the 2022 calendar year and then up to 0.4 million tons of annual capacity starting January 2023, subject to the option exercise described above. The LTA also provides certain termination rights to the Customer and Hilli Corp. The LTA provides for the payment by Hilli Corp of termination payments of up to USD 400 million (which reduces gradually as LNG production increases, reducing to USD 100 million once 3.6 million tonnes of LNG has been produced), USD 125 million of which is secured by a letter of credit (“LC”), in the event of termination by Customer of Hilli Corp’s underperformance or non-performance. In May 2021, following the production of 3.6 million tonnes of LNG, the LC was reduced to $100.0 million and the cash collateral to $60.7 million. As of December 31, 2021, FLNG Hilli has 100% commercial uptime. FLNG Gimi Gimi MS Corporation, the owner of FLNG Gimi, initiated the conversion in 2018 and is currently taking place at Keppel Shipyard Ltd in Singapore. Gimi FLNG is expected to be delivered in 2023 prior to mobilization and commissioning in late-2023 before entering commercial operations for BP under a Lease and Operate Agreement to liquify gas coming from the Greater Tortue / Ahmeyim Proiect on the borders of Senegal and Mauritania. FLNG Gimi has a production capacity of approximately 2.5 million tons LNG per annum and is based on the same liquefaction technology as FLNG Hilli with the conversion works undertaken at the same shipyard. All of FLNG Gimi’s production capacity is fully contracted to BP. The Lease and Operate Agreement with BP Mauritania Investments Limited has a duration of 20 years and will generate annual earnings before interest, tax, depreciation, and amortization of approximately $215 million with potential upside for achieving certain overperformance production targets. Golar LNG owns 70% Gimi MS Corporation. Corporate and other Golar Management Limited, the Company’s wholly-owned subsidiary which has its office in London and its subsidiaries which have its offices in Oslo, Norway, Kuala Lumpur, Malaysia and Split, Croatia together provide commercial, operational and technical support, crew management services and supervision and accounting and treasury services. Golar Management Limited is reimbursed for reasonable costs and expenses it incurs in connection with the provision of these services. In April 2021, following the closing of the Company’s sale of its previous affiliates Golar LNG Partners LP and Hygo Energy Transition Ltd to NFE, Golar Management Limited entered into separate ship management agreements to provide certain technical, crew, insurance and commercial management services for the vessels that were acquired by NFE, and transition services agreements to provide certain administrative and consulting services to NFE for a 12 month period. The Company’s subsidiary Golar Management (Bermuda) Limited also provides certain corporate secretarial, registrar and administration services to NFE under a management agreement that can be terminated with provision of three months notice. 6.3 Significant new activities The current strength of LNG prices and favorable price outlook further increases the attractiveness of the Company’s FLNG solutions. This is driving momentum for potential new FLNG projects. The Company is continuing constructive discussions with an existing customer for use of a five-million-ton Golar Mark III newbuild design and rapid progress is being made on potential integrated projects. The Company’s portfolio of prospective FLNG customers across different geographies increased during Q4 2021. During the first quarter of 2022, Golar LNG announced the formation of Cool Company Ltd resulting in the sale of eight of Golar’s Tri-Fuel Diesel Electric LNG carriers to Cool Company. Cool Company raised $275 million of equity and secured financing totalling $570 million to refinance six of the eight vessels. Golar will retain 31.3% of Cool Company. The decision to spin off the majority of the shipping business comes after a strategic review whereby Golar LNG is focusing on upstream and FLNG – while at the same time retaining exposure to the LNG shipping market.
7 Organizational structure 7.1 Description of Issuer We were 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. Golar LNG provides infrastructure for the liquefaction, transportation, and regasification of LNG. Golar LNG is also engaged in the acquisition, ownership, operation and chartering of FLNGs, FSRUs and LNG carriers. As of December 31, 2021, the Company’s owned fleet comprises nine LNG carriers, one FSRU and three FLNGs (including one vessel under conversion to a FLNG and one candidate for future conversion to a FLNG). The Company also operates vessels on behalf of third parties under management agreements, including seven LNG carriers and eight FSRUs. During the first quarter of 2022, eight of the nine LNG carriers were sold to Cool Company Limited with Golar LNG retaining 31.3% of Cool Company. A simplified corporate structure is shown below. Please see Annex 3 for a list of significant subsidiaries. 7.2 Dependence upon other entities As a holding company, the Company is dependent upon the funds distributed to it by its subsidiaries. The funds consist mainly of time and voyage charter revenues and liquefaction services billings. Therefore, the Company is dependent on the results of the operations of its subsidiaries. Golar LNG Limited (Bermuda) Ship-owning Companies Gimi Holding Company Limited Golar Hilli LLC Common Units: 44.55% Series A&B Units: 89.1% Golar Tundra Golar LNG Energy Limited Gimi MS Corporation New Fortress Energy Avenir LNG Golar Arctic Golar Gandria Golar Management Limited Ship-owning companies Investments FLNG companies Other holding/management companies 100% 100% 100% 70% 23.5% 8.9% Cool Company Ltd31.3%
8 Trend information 8.1 Prospects and financial performance There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Since the end of the last financial period for which financial information has been published to the date of the Base Prospectus, the company has sold eight of its LNG carriers to Cool Company Limited, retaining an ownership of 31.3%. This will lead to deconsolidation of these assets and their associated liabilities from future financial reporting. Other than this, there has been no significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the Base Prospectus. 8.2 Known trends, uncertainties, demands, commitments, or events The current Covid-19 pandemic could significantly and adversely impact GLNG’s maritime operations, onshore support, corporate activities, customers, vendors and the countries in which it operates. Further, the pandemic could impact the demand for natural gas and therefore reduce the business opportunities for GLNG. This could have a significant adverse impact on GLNG’s financial position, results of operations and cash flows. It is not possible to accurately forecast the short-term and long- term impact of the Covid-19 virus on GLNG’s business as of the date of this base prospectus, except that until the date of this base prospectus there has been limited effect on its employees, operations or revenues. The 2021 Margin Loan is secured by the Company’s 18.6 million NFE Shares. Golar LNG is permitted to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value ratio based on the then-current market value of such NFE Shares. The performance of NFE Shares may impact Golar LNGs financial position. On 13th October 2021, Golar announced having entered into swap arrangements to hedge part of its TTF price exposure for the incremental 0.2mtpa train 3 production for Q1 2022 at a price of $28/MMBtu. The swap arrangement has a margin call structure whereby Golar may be requested to post cash equivalent to the difference between the swap price and current market price measured on a daily basis until the settlement of the swap. European gas markets have experienced high volatility during 2021 and thus far in 2022 which may impact our cash position through the margin call arrangement.
9 Administrative, management and supervisory bodies 9.1 Information about persons Board of Directors For the members of the Board of Directors of the Company the description below sets out the names, business address and functions within the Issuer and an indication of the principal activities performed by them outside the Issuer where these are significant with respect to the Issuer: Name Position Business address Tor Olav Trøim Chairman of the Board, Director See clause 5.1.1 Daniel Rabun Director, Audit Committee member, Compensation Committee member and Nomination Committee member See clause 5.1.1 Thorleif Egeli Director See clause 5.1.1 Carl Steen Director, Audit Committee member, Compensation Committee member and Nomination Committee member See clause 5.1.1 Niels Stolt-Nielsen Director and Compensation Committee member See clause 5.1.1 Lori Wheeler Naess Director and Audit Committee Chairperson See clause 5.1.1 Georgina Sousa Director See clause 5.1.1 Mi Hong Yoon Secretary See clause 5.1.1 Tor Olav Trøim was appointed Chairman of the Board in September 2017. Mr Troim has served as a director of the Company between September 2011 and September 2017 having previously served as director and vice-president of the Company from its incorporation in May 2001 until October 2009, after which time he served as a director and Chairman of the Company’s listed subsidiary, Golar LNG Energy Limited. Since January 2009, Tor Olav Trøim has also served on the Board of Directors of Golar LNG Partners LP, a Master Limited Partnership that was sold to NFE in April 2021. Mr Trøim was Vice President and a director of Seadrill Limited between 2005 and 2014. Additionally, between 1995 and 2014 he also served, at various times, as a director of a number of related public companies including Frontline Limited, Golden Ocean Group Limited, Archer Limited as well as Seatankers Management Limited. Prior to 1995, he served as an Equity Portfolio Manager with Storebrand ASA and Chief Executive Officer for the Norwegian Oil Company DNO AS. Mr. Trøim graduated as MSc Naval Architect from the NTNU technical university in Trondheim, Norway in 1985. Mr. Trøim holds 5,314,454 shares in the Company, which is 4.91 % of all outstanding common shares. Daniel Rabun joined the Board of Golar LNG Limited in February 2015 and served as Chairman between September 2015 and September 2017. Mr. Rabun joined Ensco in March 2006 as President and as a member of the Board of Directors. He was appointed to serve as Ensco's Chief Executive Officer from January 1, 2007 and elected Chairman of the Board of Directors in 2007. Mr. Rabun retired from Ensco in May 2014. Prior to joining Ensco, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. He has been a 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. Thorleif Egeli was appointed to the Board in September 2018. Until May 2018, he was Vice President of Schlumberger Production Management – North America managing the non-operating E&P assets for Schlumberger in the US, Canada and Argentina. Prior to this he held a number of senior positions within Schlumberger having begun his career with Schlumberger in 1990 as a field engineer. Between October 2009 and April 2013, Mr. Egeli held a number of positions within Archer including President Latin America, Corporate Marketing and Chief Operating Officer; before re-joining Schlumberger in 2013. Mr. Egeli serves as the President on the Board of Directors at the Norwegian American Chamber of Commerce, South West Chapter in Houston, Texas. Mr. Egeli holds a Master of Science (MSc) in Mechanical Engineering and an MBA from Rotterdam School of Management, Holland. Carl Steen has served on Golar Partners’ board of directors since his appointment in August 2012. Mr. Steen graduated in 1975 from ETH Zurich Switzerland with a M.Sc. in Industrial and Management Engineering. After working for a number of high profile companies, Mr. Steen joined Nordea Bank from January 2001 to February 2011 as head of the bank's Shipping, Oil Services & International Division. Currently, Mr. Steen holds directorship positions in various Norwegian companies including Wilhelm Wilhelmsen Holding ASA and RS Platou ASA. Niels Stolt-Nielsen joined the Board in September 2015 and serves on our Compensation Committee. He is also CEO and a Director of Stolt-Nielsen, which includes world-leading businesses in global bulk-liquid and chemical logistics, an innovative business in land-based aquaculture and a number of LNG joint ventures and investments. Mr. Stolt-Nielsen is the Chairman of Avenir LNG. He brings with him extensive shipping, logistical and strategic leadership experience. Mr. Stolt-Nielsen holds 2,741,740 shares in the Company, which is 2.53 % of all outstanding common shares.
Lori Wheeler Naess was appointed as a Director and Audit Committee Chairperson on February 29, 2016. Ms. Naess was most recently a Director with PWC 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 this she was also with PWC in roles in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant. Georgina Sousa was appointed as a Director of Golar LNG Limited on September 27, 2019 and as Secretary on May 14, 2019. She stepeped down as Secretary on February 23rd, 2022. She is currently a director and secretary of 2020 Bulkers Ltd. and Borr Drilling Ltd. Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018. She previously served as a director of Frontline from April 2013 until December 2018, Ship Finance International Limited from May 2015 until September 2016, North Atlantic Drilling Ltd. from September 2013 until June 2018, Sevan Drilling Limited from August 2016 until June 2018, Northern Drilling Ltd. from March 2017 until December 2018 and FLEX LNG LTD. from June 2017 until December 2018. Ms. Sousa also served as a Director of Seadrill Limited from November 2015 until July 2018, Knightsbridge Shipping Limited (the predecessor of Golden Ocean Group Limited) from 2005 until 2015 and Golar LNG Limited from 2013 until 2015. Ms. Sousa served as Secretary for all of the abovementioned companies at various times during the period between 2005 and 2018. She served as secretary of Archer Limited from 2011 until December 2018 and Seadrill Partners LLC from 2012 until 2017. Until January 2007, she was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms. Sousa was employed by the Bermuda law firm of Appleby, Spurling & Kempe as company secretary and from 1982 to 1993 she was employed by the Bermuda law firm of Cox & Wilkinson as senior company secretary. Ms. Sousa is a UK citizen and resides in Bermuda. Mi Hong Yoon was appointed as Secretary of Golar LNG Limited on February 23rd, 2022. Ms. Yoon graduated from University of New South Wales in 2005. She has worked various positions in the Telstra Group including Legal Counsel and most recently held the position as Chief Legal, Regulatory and Compliance officer with Digicel. Management For the members of the Executive Management of the Company the description below sets out the names, business address and functions within the Issuer and an indication of the principal activities performed by them outside the Issuer where these are significant with respect to the Issuer: Name Position Business address Karl Fredrik Staubo Chief Executive Officer See clause 5.1.1 Eduardo Maranhão Chief Financial Officer See clause 5.1.1 Ragnar Nes Chief Operating Officer See clause 5.1.1 Olve Skjeggedal Chief Technical Officer See clause 5.1.1 Karl Fredrik Staubo was appointed Chief Executive Officer on May 13, 2021. Prior to this role he acted as Golar LNG's Chief Financial Officer from September 2020 and as Chief Executive Officer of Golar LNG Partners LP from May 2020 to April 2021 (when it was sold to NFE). Before joining Golar LNG, Mr. Staubo spent 10 years advising and investing in Shipping, Energy and Infrastructure companies with 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 Group. At Clarksons Platou Securities he worked in the Corporate Finance division, including as Head of Shipping, Investment Banking (2015-2018). He has a MA (Business Studies and Economics) from the University of Edinburgh. Eduardo Maranhão has served as Chief Financial Officer since May 13, 2021. Prior to assuming this position Mr Maranhão served as CFO of former affiliate company Hygo Energy Transition Ltd which was sold to NFE in April 2021. Mr. Maranhão has also served as both CEO and as a director of Centrais Electricas de Sergipe S.A, and as a partner at Magni Partners. Mr. Maranhão has vast experience in international energy projects and infrastructure financing having worked at different financial institutions including Lakeshore Partners, Santander, Credit Agricole, Banco Votorantim and Citibank. Mr. Maranhão holds a Bachelor of Business Administration from Universidade de Pernambuco in Brazil and has completed a Management Acceleration Programme from INSEAD in France. Øistein Dahl started working with Golar LNG in September 2011. He comes from Höegh Fleet, where he was President for four years. He has served in Höegh for several years and has had several positions within vessel management, newbuilding and projects, as well as business development. Mr. Dahl has also worked within offshore engineering and with the Norwegian Class Society DNV. Mr. Dahl has a MSc degree from the NTNU technical university in Trondheim. Olve Skjeggedal joined Golar in April 2015. Prior to his appointment as Chief Technical Officer in September 2019 Mr. Skjeggedal served as Project Manager FLNG, and more recently as Project Director for the Gimi FLNG conversion for the BP Phase 1 Greater Tortue Ahmeyim project. Prior to joining Golar LNG, Olve held various positions within engineering, business development and project management in energy and gas related businesses including General Electric, Wärtsilä and Höegh LNG. Mr. Skjeggedal has a MSc degree from the NTNU technical university in Trondheim. 9.2 Administrative, management and supervisory bodies conflicts of interest
There are no potential conflicts of interest between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and/or other duties.
10 Major shareholders 10.1 Ownership As at the date of this prospectus, there were 108,222,604 common shares (par value $1.00 per share) issued and outstanding. An overview of the Company’s major shareholders and ownership percentage as of 31 December 2021 is set out in the table below: Shareholder Number of shares Ownership (%) Cobas Asset Management, SGIIC, SA 13,050,460 12.06 % Orbis Investment Management 11,684,827 10.80 % Rubric Capital Management LP 5,770,869 5.33 % Tor Olav Trøim 5,314,454 4.91 % BlackRock Institutional Trust 4,536,706 4.19 % Bain Capital 3,841,925 3.55 % Fidelity Management & Research 3,823,112 3.53 % Point72 Asset Management, L.P. 2,762,106 2.55 % Niels Stolt-Nielsen 2,741,740 2.53 % Baron Capital Management 2,685,137 2.48 % Steinberg Asset Management, LLC 1,831,012 1.69 % Pinnacle Associates 1,778,527 1.64 % State Street Global Advisors (US) 1,485,256 1.37 % Huber Capital Management LLC 1,464,830 1.35 % Millenium Management 1,298,846 1.20 % Norges Bank Investment Management 1,169,337 1.08 % Goldman Sachs Asset Management (US) 1,090,129 1.01 % Impala Asset Management 971,765 0.90 % Geode Capital Management 922,376 0.85 % Nuveen LLC 786,555 0.73 % The Company’s major shareholders have the same voting rights as all other common shareholders. 10.2 Change of control of the company There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
11 Financial information concerning the Company's assets and liabilities, financial position and profits and losses 11.1 Historical Financial Information for the Company The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). A summary of the Company’s significant accounting policies is set forth in Note 2 of the Notes to the Consolidated Financial Statements in the Annual Report 2020, pages F-15 to F-25, as updated in Note 2 of the Notes to the Unaudited Consolidated Financial Statements included in the Interim Report Q1 2021, Interim Report Q2 2021, Interim Report Q3 2021 and Interim Report Q4 2021. According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, the historical financial information and financial statements are incorporated by reference to the 2019 and 2020 Annual Reports, Interim Report Q1 2021, Interim Report Q2 2021 and Interim Report Q3 2021. See Cross Reference List for complete details. rly Report Interim Report Annual Report Q3 2021 Q2 2021 Q1 2021 2020 2019 Page(s) Page(s) Page(s) Page(s) Page(s) Golar LNG Limited Consolidated Financial Statements Consolidated Statements of Operations / Loss 3 3 7 F-8 F-8 Consolidated Balance Sheets 5 5 9 F-10 F-10 Consolidated Statements of Cash Flows 7 9 0 F-11 F-11 Notes to the consolidated financial statements 21 – 45 19 – 40 23 – 44 F-14 – F-72 F-14 – F-69 The Interim Reports have not been audited or reviewed. 11.2 Auditing of historical annual financial information The Company’s annual financial statements for the years ended December 31, 2019 and 2020 were audited by Ernst & Young LLP. Please see Section 4. The audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). A statement of audited historical financial information is given in the Annual Report 2020, pages F-2 to F-6, and Annual Report 2019, pages F-2 to F-5. 11.3 Legal and arbitration proceedings As described under note 26 in Golar LNG’s Annual Report 2020, during 2003 and 2004 the Company entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived primarily from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. As is typical in these leasing arrangements, as the lessee the Company is obligated to maintain the lessor’s after-tax margin. In the event of any adverse tax changes or a successful challenge by the UK Tax Authorities (“HMRC”) with regard to these transactions the Company may be required to make additional payments principally to the UK vessel lessor, which could adversely affect its earnings or financial position. All six UK tax leases are now terminated. The Company has agreed to indemnify NFE, which acquired the vessel Methane Princess in April 2021, in the event of any further tax liabilities arising from the Methane Princess leasing arrangements. The lessor for the six UK tax leases has a first priority security interest in the Golar Gandria and second priority interests in relation to the Golar Tundra and the Golar Frost. HMRC has written to the Company’s lessor to challenge the lease structure and discussions with HMRC on this matter concluded without agreement. In January 2020 the Company received a closure notice to the inquiry stating the basis of HMRC's position and consequently, a notice of appeal against the closure notice was submitted to the First Tier Tribunal (the UK court) in December 2020. The Company has recently reopened discussions with HMRC and is now confident of its position towards a potential settlement. As such at December 31, 2021, the Company revised its estimate of the reasonably possible loss and recorded a USD 71.7 million liability, net of amounts paid by the Company’s lessor to HMRC and including contingent fees payable contemporaneous with the settlement. Should an agreement not be reached it could lead to court proceedings and and ultimately an event whereby the Group would be required to make payments to HMRC higher than the expected settlement indicated.
Other than stated above, there has been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability. 11.4 Significant change in the Group’s financial position Other than the below, there has not occurred any significant change in the financial position of the Group since the end of the last financial period for which interim financial information has been published. On January 26, 2022, Golar and Cool Company Limited (Cool Co), a wholly owned subsidiary of Golar, entered into an agreement (the “Vessel SPA”) under which Cool Co will acquire from Golar, eight modern TFDE LNG vessels and the Cool Pool Limited, the fleet’s commercial management company. The purchase price for each vessel was agreed at $145.0 million, subject to working capital and debt adjustments. On January 27, 2022, Cool Co raised $275 million through a private placement of equity. Eastern Pacific Shipping (“EPS”) subscribed $150 million. The proceeds from the placement are to be used partly to fund the purchase price of the Company and following completion of the Vessel SPA, Golar will maintain 31% ownership interest in Cool Co. In addition, a senior secured sustainability term loan facility of $570.0 million (“New Term Loan Facility”), has been agreed with a syndicate of banks to refinance six of the eight TFDE LNG carriers. The existing sale and leaseback loans, except for the sale and leaseback loans secured over the Golar Ice and the Golar Kelvin which have been assumed by the Cool Co, have been refinanced in connection with the closing of the Vessel SPA. Golar continues to be a guarantor to the Golar Ice and the Golar Kelvin sale and lease-back loans. The completion of the Vessel SPA is subject to the receipt of certain approvals and third-party consents and the satisfaction of other customary closing conditions and is expected to occur in the first quarter of 2022.
12 Documents available For the term of the Base Prospectus, the following documents (or copies thereof) can be inspected at the offices or on the Issuer’s website as specified in section 5.1.1 of this Base Prospectus: (a) the up to date Memorandum of Association and Bye-Laws of the issuer; and (b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the Base Prospectus.
13 Financial instruments that can be issued under the Base Prospectus The Base Prospectus, as approved in accordance with the EU Prospectus Regulation 2017/1129, allows for Bonds to be offered to the public or admitted to trading on a regulated market situated or operating within any EEA country. This chapter describes the form, type, definitions, general terms and conditions, return and redemption mechanisms, rating and template for Final Terms associated with the Bonds. Risk factors related to the Bonds are described in Chapter 1 Risk Factors. 13.1 Securities Form A Bond is a financial instrument as defined in the Norwegian Securities Trading Act (Verdipapirhandelloven) § 2-2. The Bonds are electronically registered in book-entry form with the Securities Depository. 13.2 Security Type Borrowing limit – tap issue The Loan may be either open or closed for increase of the Borrowing Amount during the tenor. A tap issue can take place until five banking days before the Maturity Date. If the issue is open, the First Tranche and Borrowing Limit will be specified in the applicable Final Terms. Return Fixed Rate (FIX) A Bond issue with a fixed Interest Rate will bear interest at a fixed rate as specified in the applicable Final Terms. The Interest Rate will be payable quarterly, semi-annually or annually on the Interest Payment Dates as specified in the applicable Final Terms. Floating Rate (FRN) A Bond issue with a floating Interest Rate will bear interest equal to a Reference Rate plus a fixed Margin for a specified period (3 or 6 months). Interest Rate or Reference Rate may be deemed to be zero. The period lengths are equal throughout the term of the Loan, but each Interest Payment Date is adjusted in accordance with the Business Day Convention. The Interest Rate for each forthcoming period is determined two Business Days prior to each Interest Payment Date based on the then current value of the Reference Rate plus the Margin. The Interest Rate will be payable quarterly or semi-annually on the the Interest Payment Dates as specified in the applicable Final Terms. The relevant Reference Rate, the Margin, the Interest Payment Dates and the then current Interest Rate will be specified in the applicable Final Terms. Redemption The Loan will mature in full at the Maturity Date at a price equal to 100 per cent. of the nominal amount, or at the Redemption Price as specified in the Final Terms if the Issuer does not, on or before the Target Observation Date, deliver written evidence (to the Bond Trustee's satisfaction) that the Sustainability Performance Target has been met, as confirmed by the External Verifier in accordance with customary procedures. The Issuer may have the option to prematurely redeem the Loan in full at terms specified in the applicable Final Terms. The Bondholders may have the right to require that the Issuer purchases all or some of the Bonds held by that Bondholder at terms specified in the applicable Final terms. Security The Bonds may be either secured or unsecured. Details will be specified in the applicable Final Terms. Negative pledge The Bonds may have negative pledge clause. Details will be specified in the applicable Final Terms. 13.3 Definitions This section includes a summary of the definitions set out in any Bond Terms as well as certain other definitions relevant for this Prospectus. The Bond Trustee may amend the definitions in the Bond Tems for any new issue of bonds during the tenor of this Base Prospectus. This may cause the definitions in this Base Prospectus to be incorrect and no longer valid for such new issues of bonds. If the definitions in this Base Prospectus at any point in time no longer represents the correct
understanding of the definitions set out in the Bond Terms, the Bond Terms shall prevail. The Bond Tems are attached to the Final Terms. Additional Bonds: Means Bonds issued under a Tap Issue, including any Temporary Bonds as defined in the Bond Terms. Attachment: Means any schedule, appendix or other attachment to the Bond Terms. Base Prospectus: This document. Describes the Issuer and predefined features of Bonds that can be listed under the Base prospectus, as specified in the Prospectus Regulation (EU) 2017/1129. Valid for 12 months after it has been published. In this period, a prospectus may be constituted by the Base Prospectus, any supplement(s) to the Base Prospectus and a Final Terms for each new issue. Bond Issue/Bonds/ Notes/the Loan: Means (i) the debt instruments issued by the Issuer pursuant to the Bond Terms, including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time. Bond Terms: The terms and conditions, including all Attachments which form an integrated part of any Bond Terms to be listed under this Base Prospectus, in each case as amended and/or supplemented from time to time. Bond Trustee: Nordic Trustee AS, Postboks 1470 Vika, 0116 Oslo, or its successor(s) Website: https://nordictrustee.com The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of the Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others. The Bond Trustee shall represent the Bondholders in accordance with the finance documents. The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other obligor unless to the extent expressly set out in the Bond Terms, or to take any steps to ascertain whether any event of default has occurred. The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the finance documents. Bondholder: A person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to the Bondholders’ rights in the Bond Terms. Bondholders’ decisions: The Bondholders’ Meeting represents the supreme authority of the Bondholders community in all matters relating to the Bonds and has the power to make all decisions altering the terms and conditions of the Bonds, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes. At the Bondholders’ meeting each Bondholder may cast one vote for each voting bond owned at close of business on the day prior to the date of the Bondholders’ meeting in the records registered in the Securities Depository. In order to form a quorum, at least half (1/2) of the voting bonds must be represented at the Bondholders' meeting. See also the clause for repeated Bondholders’ meeting in the Bond Terms. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, however, a majority of at least 2/3 of the voting bonds represented at the Bondholders’ Meeting is required for any waiver or amendment of any terms of the Bond Terms. (For more details, see also the clause for Bondholders’ decisions in the Bond Terms) Bondholders rights: Bondholders' rights are specified in the Bond Terms. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms. Borrowing Limit – Tap Issue and Borrowing Amount/First Tranche Borrowing Limit – Tap Issue is the maximum issue amount for an open Bond issue. Borrowing Amount/First Tranche is the borrowing amount for a closed Bond Issue, eventually the borrowing amount for the first tranche of an open Bond Issue. Borrowing Limit – Tap Issue and Borrowing Amount/First Tranche will be specified in the Final Terms.
Business Day: A day on which both the relevant CSD settlement system and the USD settlement system are open, and banks generally are open for business in Oslo and New York. Business Day Conventon: If the last day of any Interest Period originally falls on a day that is not a Business Day, the Interest Payment Date will be as follow: If Fixed Rate, the Interest Payment Date shall be postponed to the next day which is a Business Day (Following Business Day convention). However, no adjustment will be made to the Interest Period. If FRN, the Interest Period will be extended to include the first following Business Day unless that day falls in the next calendar month, in which case the Interest Period will be shortened to the first preceding Business Day (Modified Following Business Day convention). The Interest Period is adjusted accordingly. Calculation Agent: The Bond Trustee, if not otherwise stated in the applicable Final Terms. Call Option: The Final Terms may specify that the Issuer is entitled to redeem (all or some of) the Outstanding Bonds prior to the Maturity Date. In such case the Call Date(s), the Call Price(s) and the Call Notice Period will be specified in the Final Terms. Change of Control Event: Means a person or group of persons acting in concert gaining Decisive Influence over the Issuer. Currency: The currency in which the bond issue is denominated. Currency will be specified in the Final Terms. Day Count Convention: The convention for calculation of payment of interest; a) If Fixed Rate, the interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each and, in case of an incomplete month, the actual number of days elapsed (30/360-days basis), unless: (i) the last day in the relevant Interest Period is the 31st calendar day but the first day of that Interest Period is a day other than the 30th or the 31st day of a month, in which case the month that includes that last day shall not be shortened to a 30–day month; or (ii) the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month. (b) If FRN, the interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis). De-Listing Event: Means if the Issuer’s common shares are delisted from NASDAQ and, simultaneously, the Issuer’s common shares are not listed on an Exchange. Decisive Influence: A person having, as a result of an agreement or through the ownership of shares, units or other equity instruments in another person (directly or indirectly): (a) a majority of the voting rights in that other person; or (b) a right to elect or remove a majority of the members of the board of directors of that other person. Denomination – Each Bond / Nominal Amount: The nominal amount of each Bond. Denomination of each bond will be specified in the Final Terms. Disbursement Date / Issue Date Date of bond issue. On the Issue Date the bonds will be delivered to the Bondholder’s VPS-account against payment or to the Bondholder’s custodian bank if the Bondholder does not have his/her own VPS-account. The Issue Date will be specified in the Final Terms. Disposal Event: Means an event where: (a) the Issuer’s ownership share in FLNG Gimi; or (b) the Issuer’s ownership share in FLNG Hilli prior to FLNG Gimi’s startup on the twenty (20) year contract with BP, is sold or disposed to a third party through an asset sale or sale of shares, provided that a part sale of FLNG Gimi shall not constitute a Disposal Event as long as the Group maintains an
aggregate ownership interest in FLNG Gimi of no less than 51 per cent. Early redemption option due to a tax event: The Final Terms may specify that the Issuer is entitled to redeem (all or some of) the Outstanding Bonds prior to the Maturity Date due to a tax event. In such case the terms of the early redemption option will be specified in the Final Terms. Exchange: Means: (a) Oslo Børs (the Oslo Stock Exchange); or (b) any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR). External Verifier: Means any qualified provider of third-party assurance or attestation services appointed by the Issuer (acceptable to the Bond Trustee) to review and confirm the Issuer’s performance against the Sustainability Performance Target. Final Terms: Document describing securities as specified in Prospectus Regulation (EU) 2017/1129, prepared as part of the Prospectus. Final Terms will be prepared for each new security as specified in Prospectus Regulation (EU) 2017/1129, issued by the Issuer. The template for Final Terms has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves the template for Final Terms as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities that are subject of the Final Terms. Investors should make their own assessment as to the suitability of investing in the securities. Global Coordinator The bond issue’s global coordinator(s), as specified in the Final Terms Interest Determination Date(s): In the case of NIBOR: Second Oslo business day prior to the start of each Interest Period. Interest Determination Date(s) for other Reference Rates, see Final Terms. Interest Payment Date(s): The Interest Rate is paid in arrears on the last day of each Interest Period. Any adjustment will be made according to the Business Day Convention. The Interest Payment Date(s) will be specified in the Final Terms. Interest Period: The first Interest Period runs from and including the Issue Date to but excluding the first Interest Payment Date. The subsequent Interest Periods run from and including an Interest Payment Date to but excluding the next Interest Payment Date. The last Interest Payment Date corresponds to the Maturity Date. Interest Rate: Rate of interest applicable to the Bonds; (i) If Fixed Rate, the Bonds shall bear interest at the percentage rate per annum (based on the Day Count Convention) (ii) If FRN, the Bonds shall bear interest at a rate per annum equal to the Reference Rate plus a Margin (based on the Day Count Convention). Interest Rate or Reference Rate may be deemed to be zero. The Interest Rate is specified in Final Terms. Interest Rate Adjustment Date: Date(s) for adjusting of the interest rate for bond issue with floating interest rate. The Interest Rate Adjustment Date will coincide with the Interest Payment Date. ISIN: International Securities Identification Number for the Bond Issue. ISIN is specified in Final Terms. Issuer: Golar LNG Limited is the Issuer under the Base Prospectus. Issuer’s Bonds: Means any Bonds which are owned by the Issuer or any affiliate of the Issuer. Issue Price: The price in percentage of the Denomination, to be paid by the Bondholders at the Issue Date. Issue price will be specified in Final Terms.
Joint Lead Manager: The bond issue’s joint lead manager(s), as specified in the Final Terms. LEI-code: Legal Entity Identifier (LEI), is a 20-character reference code to uniquely identify legally distinct entities that engage in financial transactions. LEI-code is specified in Final Terms. Listing: Listing of a bond issue on an Exchange is due to the Base Prospectus, any supplement(s) to the Base Prospectus and a Final Terms. An application for listing will be sent after the Disbursement Date and as soon as possible after the Prospectus has been approved by the Norwegian FSA. Bonds listed on an Exchange are freely negotiable. See also Market Making. Market Making: For Bonds listed on an Exchange, a market-maker agreement between the Issuer and a Global Coordinator or Joint Lead Manager may be entered into. This will be specified in the Final Terms. Margin: The margin, specified in percentage points, to be added to the Reference rate. Margin will be specified in the Final terms. Maturity Date: The date the bond issue is due for payment, if not already redeemed pursuant to Call Option, Put Option or Early redemption option due to a tax event. The Maturity Date coincides with the last Interest Payment Date and is adjusted in accordance with the Business Day Convention. The Maturity Date is specified in the Final Terms. Outstanding Bonds: Means any Bonds not redeemed or otherwise discharged. The Issuer will issue on the Issue date the first tranche of the bond issue as specified in Final Terms. During the term of the bond issue, new tranches may be issued up to the Borrowing Limit, as specified in Final Terms. Paying Agent: The entity designated by the Issuer to be in charge of keeping the records for the bond issue in the Securities Depository. The Paying Agent is specified in the Final Terms. Prospectus: The Prospectus consists of the Base Prospectus, any supplement(s) to the Base Prospectus and the relevant Final Terms prepared in connection with application for listing on an Exchange. Put Option: The Final Terms may specify that upon the occurrence of a Put Option Event, each Bondholder will have the right to require that the Issuer purchases all or some of the Bonds held by that Bondholder. In such case the exercise procedures, the repayment date and put price will be specified in the Final Terms. Put Option Event: Means a Change of Control Event, a De-Listing Event, a Disposal Event or a Total Loss Event. Redemption: The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date (if not already redeemed pursuant to Call Option, Put Option or Early redemption option due to a tax event) at (a) a price equal to 100 per cent. of the Nominal Amount; or (b) the Redemption Price if the Issuer does not, on or before the Target Observation Date, deliver written evidence (to the Bond Trustee's satisfaction) that the Sustainability Performance Target has been met, as confirmed by the External Verifier in accordance with customary procedures. Redemption Price: The price determined as a percentage of the Denomination to which the bond issue is to be redeemed, as specified in the Final Terms. Reference Rate: For FRN, the Reference Rate shall be NIBOR or any other rate as specified in the Final Terms, which appears on the Relevant Screen Page as at the specified time on the Interest Determination Date in question.
The Reference Rate, the Relevant Screen Page, the specified time, information about the past and future performance and volatility of the Reference Rate and any fallback provisions will be specified in Final Terms. Relevant Screen Page: For FRN, an internet address or an electronic information platform belonging to a renowed provider of Reference Rates. The Relevant Screen Page will be specified in the Final Terms. Securities Depository /CSD: The securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2019 no. 6 regarding Securities depository. Unless otherwise specified in the Final Terms, the following Securities Depository will be used: Norwegian Central Securities Depository (“Verdipapirsentralen” or ”VPS”), P.O. Box 4, 0051 Oslo. Sustainability Linked Bond Framework: Means a Sustainability Linked Bond Framework adopted by the Issuer establishing the Issuer's sustainability strategy priorities and goals with respect to the Sustainability Performance Target. Sustainability Performance Target: Means the sustainability performance target set out in the Sustainability Linked Bond Framework. Tap Issues: The Issuer may, provided that the conditions set out in the Bond Terms are met, at one or more occasions up until, but excluding, the Maturity Date or any earlier date when the Bonds have been redeemed in full, issue Additional Bonds until the aggregate nominal amount of the Bonds outstanding equals in aggregate the maximum issue amount (less the aggregate nominal amount of any previously redeemed Bonds) If N/A is specified in the Borrowing Limit in the Final Terms, the Issuer may not make Tap issues under the Bond Terms. Target Observation Date: Means the date falling one (1) month prior to the Maturity Date, provided that if such date is not a Business Day, it shall mean the next proceeding Business Day. Temporary Bonds: If the Bonds are listed on an Exchange and there is a requirement for a supplement to the Base Prospectus in order for the Additional Bonds to be listed together with the Bonds, the Additional Bonds may be issued under a separate ISIN which, upon the approval of the supplement, will be converted into the ISIN for the Bonds issued on the initial Issue Date. The Bond Terms governs such Temporary Bonds. The Issuer shall inform the Bond Trustee, the Exchange and the Paying Agent once such supplement is approved. Total Loss Event: Means in respect of an actual or constructive total loss of any of the FLNG Units, the date on which the insurance proceeds (in respect of the relevant FLNG Unit) are received by the relevant Group Company, but in no event later than 180 days after the relevant total loss event having occurred. Yield: Dependent on the Market Price for bond issue with floating rate. Yield for the first interest period can be determined when the interest is known, normally two Business Days before the Issue Date. For bond issue with fixed rate, yield is dependent on the market price and number of Interest Payment Date. The yield is calculated in accordance with «Anbefaling til Konvensjoner for det norske sertifikat- og obligasjonsmarkedet» prepared by Norske Finansanalytikeres Forening in January 2020: https://finansanalytiker.no/innlegg/januar-2020-oppdatert-konvensjon-for-det-norske-sertifikat- og-obligasjonsmarkedet/ Yield is specified in Final Terms. 13.4 General terms and conditions These general terms and condtions summarize and describe the general terms and conditions set out in any Bond Terms. The Bond Trustee may amend the general terms and conditions in the Bond Tems for any new issue of bonds during the tenor of this Base Prospectus. This may cause the general terms and conditions in this Base Prospectus to be incorrect and no longer valid for such new issues of bonds. If the general terms and conditions in this Base Prospectus at any point in time no longer represents the correct understanding of the general terms and conditions set out in the Bond Terms, the Bond Terms shall prevail. The Bond Tems are attached to the Final Terms.
13.4.1 Use of proceeds The Issuer will use the net proceeds from the issuance of the Bonds for refinancing of its existing USD 403 million convertible bonds maturing February 2022 and for general corporate purposes. Other use of proceeds will be specified in the Final Terms. 13.4.2 Publication This Base Prospectus, any supplement(s) to this Base Prospectus and the Final Terms will be available for inspection at the offices of Golar LNG Limited, 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda or on the Issuer’s website at https://www.golarlng.com. The Prospectus will be published by a stock exchange announcement. 13.4.3 Redemption Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of 18 May 1979 no 18, p.t. 3 years for interest rates and 10 years for principal. 13.4.4 Fees, Expenses and Tax legislation The tax legislation of the investor’s Member State and of the Issuer’s country of incorporation may have an impact on the income received from the securities. The Issuer shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. 13.4.5 Security Depository and secondary trading The Bonds are electronically registered in book-entry form with the Securities Depository, see also the definition of "Securities Depository". Securities Depository is specified in the Final Terms. Secondary trading will be made over an Exchange for Bonds listed on a marketplace. See also definition of “Market Making”. Prospectus fee for the Base Prospectus including templates for Final Terms is NOK 104,000. In addition, there is a listing fee for listing of the Bonds in accordance with the current price list of the Exchange. The listing fees will be specified in the Final Terms. 13.4.6 Status of the Bonds and Security The Bonds will constitute senior unsecured debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. The Bonds are unsecured. 13.4.7 Bond Terms The Bond Terms has been entered into between the Issuer and the Bond Trustee. The Bond Terms regulates the Bondholders’ rights and obligations in relations with the bond issue. The Bond Trustee enters into the Bond Terms on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Terms. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. The Bond Terms will be attached to the Final Terms for each Bond issue and is also available through the Global Coordinators and the Joint Lead Managers, the Issuer and the Bond Trustee. 13.4.8 Legislation The Bond Terms are governed by and construed in accordance with Norwegian law. The Company is a corporation organised under the laws of Bermuda. The Company operates under the provisions of the Bermuda Companies Law of 1981.
13.4.9 Approvals The Bonds will be / have been issued in accordance with the Issuer’s Board of Directors approval. The date of the Issuer’s Board of Directors approval will be specified in the Final Terms. The Base Prospectus has been submitted to the Norwegian Financial Supervisory Authority (Finanstilsynet) before listing of the Bonds takes place. Final Terms will be submitted to Finanstilsynet for information in connection with an application for listing of a Bond Issue. The Base prospectus will not be the basis for offers for subscription in bonds that are not subject to a prospectus obligation. 13.4.10 Restrictions on the free transferability of the securities Any restrictions on the free transferability of the securities will be specified in the Final Terms. 13.5 Return and redemption Bonds may have return and redemption mechanisms as explained below. The relevant Final Terms refer to these mechanisms and provide relevant parameter values for the specific bond issue. 13.5.1 Bonds with floating rate 13.5.1.a Return (interest) The Interest Rate is specified in Interest Rate ii). Payment of the Interest Rate is calculated on basis of the Day Count Convention (b). Interest Rate or Reference Rate may be deemed to be zero. The period lengths are equal throughout the term of the Loan, but each Interest Payment Date is adjusted in accordance with the Business Day Convention. The Interest Rate for each forthcoming period are determined two Business Days prior to each Interest Payment Date based on the then current value of the Reference Rate plus the Margin. The Interest Rate is paid in arrears on each Interest Payment Date. The first Interest Period runs from and including the Issue Date to but excluding the first Interest Payment Date. The subsequent Interest Periods run from and including an Interest Payment Date to but excluding the next Interest Payment Date. The last Interest Payment Date corresponds to the Maturity Date. The relevant Reference Rate, the Margin, the Interest Payment Dates and the then current Interest Rate will be specified in the applicable Final Terms. Interest calculation method for secondary trading is given by act/360, modified following. 13.5.1.b Redemption Redemption is made in accordance with the definition of Redemption. 13.5.2 Bonds with fixed rate 13.5.2.a Return (interest) The interest rate is specified in Interest Rate (i). Payment of the the Interest Rate is calculated on basis of the Day Count Convention (a). The Interest Rate is paid in arrears on each Interest Payment Date. The first Interest Period runs from and including the Issue Date to but excluding the first Interest Payment Date. The subsequent Interest Periods run from and including an Interest Payment Date to but excluding the next Interest Payment Date. The last Interest Payment Date corresponds to the Maturity Date. The Interest Rate and the Interest Payment Dates will be specified in the applicable Final Terms. Interest calculation method for secondary trading is given by act/365 for bond issue with fixed rate. 13.5.2.b Redemption Redemption is made in accordance with the definition of Redemption. 13.6 Rating The Issuer has not been rated.
The Bonds have not been rated. 13.7 Final Terms Template for Final Terms for fixed and floating bond issue, see Appendix 2.
14 Third party information and statement by experts and declarations of any interest 14.1 Third party information Part of the information given in this Base Prospectus has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as Golar LNG Limited is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The following table lists such third parties: Kind of information Publicly available Name of third party Business address Qualifications Material interest in the Company Projection / Forecast from online database as per 12 January 2022 No IHS Markit 25 Ropemaker Street London, United Kingdom Provider of research and analysis None
Cross reference list Reference in Base Prospectus Refers to Details 11.1 Historical Financial Information for the Company Interim Report Q3 2021 available at https://www.sec.gov/ix?doc=/Archives/e dgar/data/0001207179/0001207179210 00028/glng-20210930.htm Consolidated Statements of Operations, page 3 Consolidated Balance Sheets, page 5 Consolidated Statements of Cash Flows, page 7 Interim Report Q2 2021 available at https://www.sec.gov/ix?doc=/Archives/e dgar/data/1207179/0001207179210000 16/glng-20210630.htm Consolidated Statements of Operations, page 3 Consolidated Balance Sheets, page 5 Consolidated Statements of Cash Flows, page 6 Interim Report Q1 2021 available at https://www.sec.gov/Archives/edgar/dat a/1207179/000120717921000010/golarl ngltd6-kq12021.htm Consolidated Statements of Operations, page 7 Consolidated Balance Sheets, page 9 Consolidated Statements of Cash Flows, page 20 Annual Report 2020, available at https://www.golarlng.com/investors/annu al-reports/2020.aspx Consolidated Statements of Operations, page F-8 Consolidated Balance Sheets, page F-10 Consolidated Statements of Cash Flows, page F-11 Notes to the consolidated financial statements, pages F-14 – F-72 Annual Report 2019, available at https://www.golarlng.com/investors/annu al-reports/2019.aspx Consolidated Statements of Operations, page F-8 Consolidated Balance Sheets, page F-10 Consolidated Statements of Cash Flows, page F-11 Notes to the consolidated financial statements, pages F-14 – F-69 11.2 Auditing of historical annual financial information Annual Report 2020, available at https://www.golarlng.com/investors/annu al-reports/2020.aspx Auditors’ report, pages F-2 – F-6 Annual Report 2019, available at https://www.golarlng.com/investors/annu al-reports/2019.aspx Auditors’ report, page F-2 – F-5 References to the documents mentioned above are limited to information given in “Details”, e.g. that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.
Global Coordinators’ and Joint Lead Managers’ disclaimer DNB Bank ASA and Pareto Securities AS as Global Coordinators, and Danske Bank A/S and Nordea Bank Abp as Joint Lead Managers, have assisted the Company in preparing this Base Prospectus. The Global Coordinators and the Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Global Coordinators and the Joint Lead Managers expressly disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Base Prospectus or any other information supplied in connection with the issuance or distribution of bonds by Golar LNG Limited. This Base Prospectus is subject to the general business terms of the Global Coordinators and the Joint Lead Managers, available at their respective websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Global Coordinators and the Joint Lead Managers may prevent employees of the Global Coordinators and the Joint Lead Managers who are preparing this Base Prospectus from utilizing or being aware of information available to the Global Coordinators and the Joint Lead Managers and/or any of their affiliated companies and which may be relevant to the recipient's decisions. Each person receiving this Base Prospectus acknowledges that such person has not relied on the Global Coordinators and the Joint Lead Managers, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo, 11 March 2022 DNB Bank ASA (www.dnb.no) Pareto Securities AS (www.paretosec.com) Danske Bank A/S (www.danskebank.no) Nordea Bank Abp (www.nordea.no)
Annex 1 Memorandum of Association and Bye-Laws Memorandum of Association and Bye-Laws can be accessed through the following hyperlink: https://www.golarlng.com/investors/legal/memorandum-of-association-and-bye-laws.aspx
Annex 2 Template for Final Terms for fixed and floating rate Bonds
[Annex 2] Final Terms for [Title of the bond issue] Hamilton (Bermuda), [Date]
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 42 Terms used herein shall be deemed to be defined as such for the purpose of the conditions set forth in the Base Prospectus clauses 2 Definitions and 13.3 Definitions, these Final Terms and the attached Bond Terms. [In case MiFID II identified target market are professional investors and eligible counterparties, insert the following:] [MIFID II product governance / Professional investors and eligible counterparties (ECPs) only target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended) (MiFID II); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [UK MiFIR product governance / Professional investors and eligible counterparties only (ECPs) target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined below). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [In case MiFID II identified target market are retail investors, professional investors and eligible counterparties, insert the following:] [MIFID II product governance / Retail investors, professional investors and eligible counterparties (ECPs) target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties, professional clients
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 43 and retail clients, each as defined in Directive 2014/65/EU (as amended) (MiFID II); EITHER [and (ii) all channels for distribution of the Bonds are appropriate[, including investment advice, portfolio management, non-advised sales and pure execution services]] OR [(ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Bonds to retail clients are appropriate – investment advice[,/and] portfolio management[,/ and][non-advised sales][and pure execution services][, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable]]. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels[, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable].] [UK MiFIR product governance / Retail investors, professional investors and eligible counterparties target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is retail clients, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA), and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (UK MiFIR); EITHER [and (ii) all channels for distribution of the Bonds are appropriate, including investment advice, portfolio management, non- advised sales and pure execution services] OR [(ii) all channels for distribution to eligible counterparties and professional clientsare appropriate; and (iii) the following channels for distribution of the Bonds to retail clients are appropriate – investment advice[,/and] portfolio management[,/ and][non-advised sales][and pure execution services][, subject to the distributor’s (as defined below) suitability and appropriateness obligations under COBS, as applicable]]. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels[, subject to the distributor’s suitability and appropriateness obligations under COBS, as applicable].] This document constitutes the Final Terms of the Bonds described herein pursuant to the Regulation (EU) 2017/1129 and must be read in conjunction with the Base Prospectus dated 11 March 2022 and [the supplement[s] to the Base Prospectus dated [date]]. The Base Prospectus dated 11 March 2022 [and the supplement[s] to the Base Prospectus dated [date]] [together] constitute[s] a base prospectus for the purposes of the Regulation (EU) 2017/1129 ([together,] the “Base Prospectus”). Final Terms include a summary of each Bond Issue. These Final Terms and the Base Prospectus [and the supplement[s] to the Base Prospectus] are available on the Issuer's website https://www.golarlng.com, or on the Issuer's visit address, 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda, or their successor (s).
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 44 1 Summary The below summary has been prepared in accordance with the disclosure requirements in Article 7in the Regulation (EU) 2017/1129 as of 14 June 2017. Introduction and warning Disclosure requirement Disclosure Warning This summary should be read as introduction to the Base Prospectus. Any decision to invest in the securities should be based on consideration of the Base Prospectus as a whole by the investor. The investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national law, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Base Prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. Name and international securities identification number (‘ISIN’) of the securities. [●] Identity and contact details of the issuer, including its legal entity identifier (‘LEI’). Golar LNG Limited 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda Telephone: +1(441) 295-4705 Registration number 30506 in the Registrar of Companies in Bermuda. LEI-code ((legal entity identifier): 213800C2VSFZG3EZLO34. Identity and contact details of the offeror or of the person asking for admission to trading on a regulated market. There is no offeror, the Base Prospectus has been produced in connection with listing of the securities on an Exchange. The Issuer is going to ask for admission to trading on a regulated market. Identity and contact details of the competent authority that approved the prospectus Financial Supervisory Authority of Norway (Finanstilsynet), Revierstredet 3, 0151 Oslo. Telephone number is +47 22 93 98 00. E- mail: [email protected]. Date of approval of the prospectus. The Base Prospectus was approved on 11 March 2022. Key information on the Issuer Disclosure requirements Disclosure Who is the issuer of the securities Golar LNG Limited Domicile and legal form The Company is a corporation organized under the laws of Bermuda. The Company operates under the provisions of the Bermuda Companies Law of 1981. Principal activities Golar LNG Limited provides infrastructure for the liquefaction, transportation, regasification and downstream distribution of LNG. It is engaged in the acquisition, ownership, operation and chartering of FLNGs, FSRUs and LNG carriers. It also operates vessels on behalf of third parties under management agreements. Major shareholders Shareholder Number of shares Ownership (%) Cobas Asset Management, SGIIC, SA 13,050,460 12.06 % Orbis Investment Management 11,684,827 10.80 % Rubric Capital Management LP 5,770,869 5.33 % Tor Olav Trøim 5,314,454 4.91 %
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 45 BlackRock Institutional Trust 4,536,706 4.19 % Bain Capital 3,841,925 3.55 % Fidelity Management & Research 3,823,112 3.53 % Point72 Asset Management, L.P. 2,762,106 2.55 % Niels Stolt-Nielsen 2,741,740 2.53 % Baron Capital Management 2,685,137 2.48 % Steinberg Asset Management, LLC 1,831,012 1.69 % Pinnacle Associates 1,778,527 1.64 % State Street Global Advisors (US) 1,485,256 1.37 % Huber Capital Management LLC 1,464,830 1.35 % Millenium Management 1,298,846 1.20 % Norges Bank Investment Management 1,169,337 1.08 % Goldman Sachs Asset Management (US) 1,090,129 1.01 % Impala Asset Management 971,765 0.90 % Geode Capital Management 922,376 0.85 % Nuveen LLC 786,555 0.73 % There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company. Management Name Position Karl Fredrik Staubo Chief Executive Officer Eduardo Maranhão Chief Financial Officer Øistein Dahl Chief Operating Officer Olve Skjeggedal Chief Technical Officer Statutory auditors Ernst & Young LLP What is the key financial information regarding the issuer Key financial information Golar LNG Limited consolidated financial statements: Amounts in thousands of USD Interim Report Annual Report Q3 2021 Q2 2021 Q1 2021 2020 2019 Operating income 112,092 111,123 61,706 125,653 60,659 Net financial debt (long term debt plus short term debt minus cash) 2,158,031 2,172,309 2,223,946 2,223,091 2,313,704 Net Cash flows from operating activities 58,436 64,546 46,104 145,783 106,545 Net Cash flows from financing activities -119,635 -27,628 7,713 -162,295 -136,000 Net Cash flow from investing activities -7,128 -118,876 -46,254 -103,028 -264,394 There is no description of any qualifications in the audit report for the Annual Report 2020. What are the key risk factors that are specific to the issuer The Group operates the majority of its vessels in the spot/short- term charter market, which is subject to volatility. Failure to find profitable employment for these vessels could adversely affect the Group’s operations. The FLNG conversions undertaken by the Group are highly complex. The Group cannot guarantee the full utilization of the full capacity of FLNG Hilli and sufficient profitability to justify its investment.
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 46 Delays and costs associated with renegotiation of the Group’s conversion contracts and capital expenditure commitments with Keppel as a result of BP’s force majeure claim could adversely affect its earnings, cash flows and financial condition. The Group may not be able to obtain financing, to meet obligations as they fall due or to fund growth or future capital expenditures. The values of the Group’s vessels may fluctuate. Exposure to equity price volatility in New Fortress Energy Inc’s (“NFE”) shares could adversely affect the Group’s financial results. Continued provision of management services is reliant on third parties. Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect the Group’s business. Key information on the securities Disclosure requirements Disclosure What are the main features of the securities Description of the securities, including ISIN code. [●] Currency for the bond issue [●] Borrowing Limit and Borrowing Amount [● tranche] [●] Denomination – Each Bond [●] Any restrictions on the free transferability of the securities. [●] Description of the rights attached to the securities, limitations to those rights and ranking of the securities. [●] Information about Issue and Maturity Date, interest rate, instalment and representative of the bondholders [●] Status of the bonds and security [●] Where will the securities be traded Indication as to whether the securities offered are or will be the object of an application for admission to trading. [●] What are the key risks that are specific to the securities Most material key risks Risk of being unable to repay the Bonds. Prospective investors may not be able to recover losses incurred through civil proceedings for Norwegian or U.S. securities laws violations. Put Option Event - the Company’s ability to redeem the Bonds with cash may be limited. Key information on the admission to trading on a regulated marked Disclosure requirements Disclosure Under which conditions and timetable can I invest in this security? [●] The estimate of total expenses related to the admission to trading is as follow: [●] [/ Other: (specify)] Listing fee Oslo Børs [●] Registration fee Oslo Børs [●]
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 47 Why is the prospectus being produced In connection with listing of the securities on the Oslo Børs. Reasons for the admission to trading on a regulated marked and use of. Use of proceeds [●] Estimated net amount of the proceeds [●] Description of material conflicts of interest to the issue including conflicting interests. [●]
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 48 2 Detailed information about the security Generally: ISIN code: [ISIN] The Loan/The Bonds: [Title of the bond issue] Borrower/Issuer: Golar LNG Limited is registered with the Registrar of Companies in Bermuda with registration number 30506. The Company’s LEI code is 213800C2VSFZG3EZLO34. Group: Means the Issuer and its subsidiaries from time to time. Security Type: Unsecured [open] bond issue with [fixed/floating] rate Borrowing Limit – Tap Issue: [Currency] [Amount borrowing limit] Borrowing Amount [●] tranche: [Currency] [Amount [●] tranche] Denomination – Each bond: [Currency] [Amount denomination] - each and ranking pari passu among themselves Securities Form: As set out in the Base Prospectus clause 13.1. Publication: As specified in the Base Prospectus section 13.4.2. Issue Price: [As defined in the Base Prospectus section 13.3 [Issue price] % Disbursement Date/Issue Date: [As defined in the Base Prospectus section 13.3 [Issue date] Maturity Date: [As defined in the Base Prospectus section 13.3 [Maturity Date] Interest Rate: Interest Bearing from and Including: [Issue date / Other: (specify)] Interest Bearing To: [As defined in the Base Prospectus section 13.3 [Maturity Date] / Other: (specify)] Reference Rate: [As defined in the Base Prospectus section 13.3 Floating rate: [NIBOR / other] [3 / 6 / 12] months [description of Reference Rate] Relevant Screen Page: [Relevant Screen Page] Specified time: [specified time] Information about the past and future performance and volatility of the Reference Rate is available at [Relevant Screen Page / other: (specify)] Fallback provisions: [Provisions] / Other: (specify)]
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 49 / Fixed Rate: N/A] Margin: [As defined in the Base Prospectus section 13.3 Floating Rate: [Margin] % p.a. / Fixed Interest: N/A / Other: (specify)] Interest Rate: [Bond issue with floating rate (as defined in the Base Prospectus section 13.3): [Reference Rate + Margin] Current Interest Rate: [current interest rate] % p.a. / Bond Issue with fixed rate (as defined in the Base Prospectus section 13.3): [Interest rate] % p.a. Day Count Convention: [Floating Rate: As defined in the Base Prospectus section 13.3 / Fixed Rate: As defined in the Base Prospectus section 13.3 Day Count Fraction – Secondary Market: [Floating Rate: As specified in the Base Prospectus section 13.5.1.a / Fixed Rate: As specified in the Base Prospectus section 13.5.2.a Interest Determination Date: [Floating Rate: As defined in the Base Prospectus section 13.3. Interest Rate Determination Date: [Interest Rate Determination Date(s)] each year. / Fixed rate: N/A / Other: (specify)] Interest Rate Adjustment Date: [Floating Rate: As defined in the Base Prospectus section 13.3. / Fixed rate: N/A] Interest Payment Date: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.5.1 (FRN) / section 13.5.2 (fixed rate) Interest Payment Date: [Date(s)] each year. The first Interest Payment Date is [Date]. #Days first term: [Number of interest days] days Yield: As defined in the Base Prospectus section 13.3. The Yield is [yield] Business Day: As defined in the Base Prospectus section 13.3. / Other: (specify)] Amortisation and Redemption: Redemption: As defined in the Base Prospectus section 13.3 and as specified in the Base Prospectus section 13.4.3, 13.5.1.b and 13.5.2.b. The Maturity Date is [maturity date] Redemption Price is [redemption price] % Call Option: As defined in the Base Prospectus section 13.3.
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 50 [terms of the call option] Call Date(s): [call date(s)] Call Price(s): [call price(s)] Call Notice Period: [call notice period] Put Option: As defined in the Base Prospectus section 13.3. [terms of the put option] Early redemption option due to a tax event: As defined in the Base Prospectus section 13.3. [terms of the early redemption option] Obligations: Issuer’s special obligations during the term of the Bond Issue: As specified in the Base Prospectus section 13.4.7. / Other: (specify)] Listing: Listing of the Bond Issue/Marketplace: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5. Exchange for listing of the Bonds: [Exchange] / The Bonds will not be applied for listing on any Exchange. / Other: (specify)] Any restrictions on the free transferability of the securities: As specified in the Base prospectus section 13.4.10. Restrictions on the free transferability of the securities: [specify] Purpose/Use of proceeds: As specified in the Base Prospectus section 13.4.1. Estimated total expenses related to the offer: [specify] Estimated net amount of the proceeds: [specify] Use of proceeds: [specify] [Other: (specify)] Prospectus and Listing fees: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5. Listing fees: [specify] / Other: (specify)] Market-making: As defined in the Base Prospectus section 13.3. [A market-making agreement has been entered into between the Issuer and [name of market maker]] / Other: (specify)] Approvals: As specified in the Base Prospectus section 13.4.9. Date of the Board of Directors’ approval: [date] / Other: (specify)]
Golar LNG Limited Final Terms - [Title of Bonds] ISIN [ISIN] 51 Bond Terms: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.7. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. / Other: (specify)] Status and security: As specified in the Base Prospectus section 13.4.5. / Other: (specify)] Bondholders’ meeting/ Voting rights: As defined in the Base Prospectus section 13.3. / Other: (specify)] Availability of the Documentation: https://www.golarlng.com Global Coordinator(s): [name of global coordinator(s)] as [type of coordinator] Joint Lead Manager(s): [name of joint lead manager(s)] as [type of manager] Bond Trustee: As defined in the Base prospectus section 13.3. Paying Agent: As defined in the Base prospectus section 13.3. The Paying Agent is [name and address of the Paying Agent] Securities Depository / CSD: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5 / Other: (specify)] Calculation Agent: [As defined in the Base Prospectus section 13.3 / Other: (specify)] Listing fees: Prospectus fee for the Base Prospectus including template for Final Terms is NOK 104,000. [Listing and other fees at the Exchange: (specify) / No listing: N/A]
Golar LNG Limited, 11 March 2022 Base Prospectus 52 3 Additional information Advisor The Issuer has mandated [name of global coordinator(s) and joint lead manager(s)] as [type of coordinator and manager] for the issuance of the Loan. The [type of coordinator and manager] [has/have] acted as advisor[s] to the Issuer in relation to the pricing of the Loan. The [type of coordinator and manager] will be able to hold position in the Loan. / Other: (specify)] Interests and conflicts of interest [The involved persons in the Issuer or offer of the Bonds have no interest, nor conflicting interests that are material to the Bond Issue. / Other: (specify)] Rating [There is no official rating of the Loan. The Issuer is rated as follows: Standard & Poor’s: [•] Moody’s: [•] / Other: (specify)] Listing of the Loan: [As defined in the Base Prospectus section 13.3] The Prospectus will be published in [country]. An application for listing at [Exchange] will be sent as soon as possible after the Issue Date. Each bond is negotiable. Statement from the [type of coordinator and manager]: [name of global coordinator(s) and joint lead manager(s)] have assisted the Issuer in preparing the prospectus. The [type of coordinator and manager] have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the [type of coordinator and manager] expressively disclaim[s] any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Issuer or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this prospectus acknowledges that such person has not relied on the [type of coordinator and manager] nor on any person affiliated with them in connection with its investigation of the accuracy of such information or its investment decision. [place], [date] [name of global coordinator(s) and joint lead manager(s)] [web address of global coordinator(s) and joint lead manager(s)]
Golar LNG Limited, 11 March 2022 Base Prospectus 53 Annex 3 Subsidiaries The following table lists our significant subsidiaries as determined by the public reporting requirements of the United States Securities and Exchange Commission and their purpose as at 31 December 2021. Unless otherwise indicated, we own a 100% ownership interest in each of the following subsidiaries. Name Jurisdiction of Incorporation Purpose Golar LNG 2216 Corporation Marshall Islands Owns and operates Golar Arctic Golar Management Limited United Kingdom Management company Golar GP LLC – Limited Liability Company Marshall Islands Holding company Golar LNG Energy Limited Bermuda Holding company Gimi MS Corporation (a) Marshall Islands Owns FLNG Gimi Gimi Holding Company Limited (b) Bermuda Holding company Golar Hilli Corporation Marshall Islands Owns FLNG Hilli Golar Gandria N.V. Curacao Owns and operates Golar Gandria Golar Hull M2021 Corporation Marshall Islands Leases Golar Seal 1,2 Golar Hull M2022 Corporation Marshall Islands Leases Golar Crystal 1,2 Golar Hull M2027 Corporation Marshall Islands Owns and operates Golar Bear2 Golar Hull M2047 Corporation Marshall Islands Leases Golar Snow 1,2 Golar Hull M2048 Corporation Marshall Islands Leases Golar Ice 1,2 Golar LNG NB10 Corporation Marshall Islands Leases Golar Glacier 1,2 Golar LNG NB11 Corporation Marshall Islands Leases Golar Kelvin 1,2 Golar LNG NB12 Corporation Marshall Islands Owns and operates Golar Frost2 Golar LNG NB13 Corporation Marshall Islands Leases Golar Tundra 1,2 Golar Management Norway AS Norway Vessel management company Golar Management Malaysia SDN. BDH. Malaysia Vessel management company Golar Management DOO Croatia Vessel management company Golar Viking Management DOO Croatia Vessel management company Golar Shoreline LNG Limited Bermuda Holding company (holds 6% of project company in Ivory Coast) Golar Hilli LLC (c) Marshall Islands Holding company (a) In November 2018, Gimi MS Corporation ("Gimi MS Corp") was incorporated with Golar LNG Limited as sole shareholder. In February 2019, the FLNG Gimi was transferred to Gimi MS Corp from Golar Gimi Corporation. In April 2019, First FLNG Holdings Pte. Ltd. ("First FLNG Holdings"), an indirect wholly-owned subsidiary of Keppel Capital, acquired a 30% share in Gimi MS Corp..See note 5 of the Annual Report 2020 and Annual Report 2019 for further details. (b) In July 2019, Gimi Holding Company Limited was incorporated and is wholly owned by Golr LNG. In October 2019, Golar LNG Limited transferred its ownership in Gimi MS Corporation to Gimi Holding Company Limited. (c) In February 2018, Golar Hilli LLC was incorporated with Golar LNG Limited as sole member. In July 2018, shares in Golar Hilli Corp. (a 89% owned subsidiary of Golar Hilli LLC) were exchanged for Hilli Common Units, Series A Special Units and Series B Special Units. See note 5 of the Annual Report 2020 and Annual Report 2019 for further details. (1) The above table excludes mention of the lessor variable interest entities (''lessor VIEs'') that Golar LNG Limited has leased vessels from under finance leases. The lessor VIEs are wholly-owned, newly formed special purpose vehicles ("SPVs") of financial institutions. While Golar LNG Limited does not hold any equity investments in these SPVs, Golar LNG Limited has concluded that it are the primary beneficiary of these lessor VIEs and accordingly have consolidated these entities into its financial results. (2) The vessel is part of the Vessel SPA under which Cool Company acquired eight vessels from Golar LNG Limited
Golar LNG Limited, 11 March 2022 Base Prospectus 54 Annex 4 Complete fleet list The following table lists our current owned shipping fleet as of 31 December 2021: Vessel Name Year of Delivery Capacity Cubic Meters Flag Type Charterer/ Pool Arrangement Current Charter Expiration Golar Arctic 2003 140,000 Marshall Islands LNGC Membrane A major European trading company 2022 Golar Bear (1,2) 2014 160,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Crystal (1,2) 2014 160,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Frost (1,2) 2014 160,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Glacier (1,2) 2014 162,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Ice (1,2) 2015 160,000 Marshall Islands LNGC Membrane Cool Pool N/A Golar Kelvin (1,2) 2015 162,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Seal (1,2) 2013 160,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Snow (1,2) 2015 160,000 Marshall Islands LNGC Membrane Cool Pool 2021 - 2024 Golar Tundra (1) 2015 170,000 Marshall Islands FSRU Membrane Cool Pool 2021 - 2024 (1) Vessels in the Cool Pool allow certain substitution rights which means that any vessel within the Cool Pool is interchangeable with another vessel of the same/similar technical specification and may not be considered to be dedicated to a particular charterer. Furthermore, pool earnings are aggregated and then allocated to the pool participants in accordance with the number of days each of their vessels are entered into the pool during the period. (2) The vessel is part of the Vessel SPA under which Cool Company acquired eight vessels from Golar LNG Limited The following table lists our vessels in the FLNG segment as of 31 December 2021: (1) FLNG Hilli was converted into a FLNG from a LNG carrier which was originally constructed in 1975. She commenced her operations under the LTA with the Customer in May 2018. The existing LTA is for two of the four liquefaction trains and provides the Customer the option to increase liquefaction production. Golar LNG Limited’s economic ownership interest in FLNG Hilli comprises 44.6% of the common units and 89.1% of each of the Series A Special Units and Series B Special Units in Golar Hilli LLC, the indirect disponent owner of FLNG Hilli. (2) FLNG Gimi was delivered to the Keppel shipyard in Singapore in early 2019 to undergo conversion from a LNG carrier to a FLNG. In October 2020, we announced that we had confirmed a revised project schedule with BP for the Gimi GTA Project. which will result in the target connection date for the FLNG Gimi, previously scheduled for 2022, as set out in the LOA, being extended by 11 months. Except for the target connection date extension, the terms of the LOA remain unchanged. We have 70% ownership interest in FLNG Gimi. (3) The Gandria is currently in lay-up and earmarked for conversion into a FLNG vessel. The conversion agreement is subject to certain payments and lodging of a full Notice to Proceed.
Page 1 EXECUTION VERSION 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. SHARE PURCHASE AGREEMENT between COOL COMPANY LTD. and GOLAR LNG LIMITED
Page 2 INDEX 1 INTRODUCTORY TERMS ............................................................................................................. 4 DEFINITIONS ............................................................................................................................ 4 INTERPRETATION ................................................................................................................... 11 2 THE TRANSACTION ................................................................................................................... 11 SALE AND PURCHASE OF SUBSIDIARY SHARES AND THE COOL POOL SHARES ..................... 11 THE PURCHASE PRICE ............................................................................................................ 11 SETTLEMENT OF THE PURCHASE PRICE................................................................................. 12 REFINANCING OF EXISTING DEBT .......................................................................................... 13 PRE- COMPLETION CONDUCT ............................................................................................... 14 CONDITIONS PRECEDENT ...................................................................................................... 15 COMPLETION ......................................................................................................................... 16 3 WARRANTIES AND UNDERTAKINGS .......................................................................................... 17 WARRANTIES IN RESPECT OF THE SUBSIDIARIES AND THE COOLPOOLCO ........................... 17 BALANCE SHEET WARRANTIES .............................................................................................. 22 VESSEL WARRANTIES ............................................................................................................. 22 UNDERTAKINGS BY GOLAR .................................................................................................... 23 BREACH OF WARRANTIES ...................................................................................................... 23 SPECIFIC INDEMNITIES .......................................................................................................... 24 4 Subsequent Payments To Golar ................................................................................................ 24 GUARANTEE FEE AND INDEMNIFICATION............................................................................. 24 REIMBURSEMENT OF WITHHOLDING TAX CLAIM AND INSURANCE CLAIM ......................... 24 5 GENERAL PROVISIONS .............................................................................................................. 24 TERMINATION ....................................................................................................................... 24 TRANSACTION COSTS ............................................................................................................ 25 CONFIDENTIALITY .................................................................................................................. 25 MISCELLANEOUS ................................................................................................................... 25 CHOICE OF LAW AND ARBITRATION ..................................................................................... 26 Schedule 1: The Vessels Schedule 2: The Subsidiaries and CoolPoolCo Schedule 3: The Existing Financing Schedule 4: Charterparties
Page 3 This share purchase agreement (the “Agreement”) is entered into on this 26th day of January 2022 by and between: (1) COOL COMPANY LTD., having its registered office at 2nd floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda (the "Company"); and (2) GOLAR LNG LIMITED, having its registered office at 2nd floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda ("Golar"); (hereinafter individually referred to as a "Party" and, collectively, as the "Parties"). WHEREAS: (A) The Company is a wholly owned subsidiary of Golar. (B) Golar wishes to sell to the Company all the shares in 8 (eight) of its wholly owned subsidiaries (the details of which are set out in Schedule 2 hereto, the "Subsidiaries"), which in turn are the registered or disponent owners of 8 (eight) LNG carriers (the details of which are set out in Schedule 1 hereto, the "Vessels"). (C) In addition, Golar wishes to sell to the Company all of the shares in its wholly owned subsidiary, The Cool Pool Limited (the details of which are set out in Schedule 2 hereto) ("CoolPoolCo"), and it is a condition to that transfer that the Company simultaneously becomes party to the pool agreement between Golar and CoolPoolCo dated 25 February 2021 in relation to the Vessels. (D) 7 (seven) of the Vessels are bareboat chartered by 7 (seven) of the Subsidiaries from subsidiaries of leasing companies. The bareboat charters (the details of which are set out in Schedule 3 hereto) include an option pursuant to which those 7 (seven) Subsidiaries may terminate the bareboat charters and purchase the Vessels from the relevant leasing companies. (E) The last of the Vessels owned by one of the Subsidiaries is financed by a senior secured bank loan (the details of which are set out in Schedule 3 hereto). (F) Golar has guaranteed all the obligations of the Subsidiaries under the bareboat charters and the bank loan referred to in (D) and (E) to which they, respectively, are a party. (G) Golar and its subsidiary Golar Management (Bermuda) Ltd. have, on the date hereof, entered into an agreement in principle (the “Manco Agreement”) with the Company which sets out the preliminary terms pursuant to which the Company, subject to among other things due diligence and agreement on final terms, shall acquire entities that conduct technical and commercial operation of both the LNG carriers referred to in (B) and a number of other LNG carriers and FSRUs which are managed on behalf of third parties and other subsidiaries of Golar following a reorganisation of the overall management organisation of Golar. (H) Golar's subsidiaries, Golar Management (Bermuda) Limited and Golar Management Ltd. and the Company (on its own behalf and on behalf of some of its designated subsidiaries) have, on the date hereof, concluded a transitional services agreement setting out the terms pursuant to which Golar Management (Bermuda) Limited and Golar Management Ltd. shall provide various administrative services to the Company and its designated subsidiaries post-closing of this Agreement (the "Transitional Services Agreement"). (I) The Company intends to finance the acquisition of (i) the shares in the eight (8) Subsidiaries , (ii) the shares in The Cool Pool Limited, (iii) the purchase price that five of the Golar subsidiaries referred to in (B) will pay to acquire their LNG carriers following the termination of their bareboat
Page 4 charters in accordance with (D) and (iv) the refinancing of the bank loan financing in respect of the Golar subsidiary identified in (E), by (a) a new bank loan and (b) raising equity. (J) In respect of the two Subsidiaries which will not repurchase their vessels as described in (I), the relevant bareboat charter parties will continue and the Company will offer to guarantee the liability of the Subsidiaries under such bareboat charter parties. Until released by the relevant lessor, Golar will continue to guarantee the liability for the payment obligations thereunder subject to the Company paying Golar a guarantee fee as set out in this Agreement and to indemnify Golar for any amounts paid out under the guarantees. (K) The equity amount referred to in (I) shall be raised in two tranches, the first of which shall be in the amount of USD 250-275 million and the second of which will be in the amount of USD 125 mill. (L) The first of the two tranches referred to in (K) will be raised through a private placement by the Company of new shares in the Norwegian capital market, targeted to be completed by the end of January 2022. (M) EPS Ventures Ltd. has, on the terms and subject to the conditions of an investment agreement with Golar dated on or about the date hereof, committed to subscribe to USD 150 mill. worth of shares in the first tranche of the private placement referred to in (L). (N) Golar has, in the agreement referred to in (M), agreed to subscribe to all of the new shares to be issued by the Company in the second tranche of the private placement by setting off a corresponding part of its claim for the purchase price due to it pursuant to this Agreement against the subscription amount. (O) The Parties now wish to document the terms which shall apply to the sale and purchase between them of the 8 (eight) Subsidiaries and CoolPoolCo. NOW THEREFORE, it is hereby agreed as follows: 1 INTRODUCTORY TERMS DEFINITIONS The terms set forth in the following shall, when used in capitalized form herein, have the meanings set opposite them below: "Adjustment Amount" has the meaning attributed to the term in Clause 2.2.3. "Agreement" means this agreement together with the Schedules as amended and supplemented in writing between the Parties from time to time. "Audited Balance Sheet" means the combined consolidated audited balance sheet of the Subsidiaries prepared in accordance with GAAP consistently applied as of the Valuation Date, such balance sheet being an integrated part of the Subsidiaries’ audited financial statements for the accounting year ended 31 December 2021. "Banking Day" means a day on which banks are open for business in Oslo, London, and (in respect of any day on which a payment in USD is to be made), New York. "Charterparties" means all charterparties currently in force between each of the Subsidiaries and/or CoolPoolCo as owners and third party charterers, all of which are listed in Schedule 4.
Page 5 "Claim" shall have the meaning attributed to the term in Clause 3.5.1 (i). "Completion" means the completion of the Transaction. "Company Lease Guarantees" means the bareboat charter guarantees to be provided by the Company to the lessors under the Continuing Lease Agreements in respect of the relevant Subsidiaries’ obligations under such Continuing Lease Agreements on or before Completion, on identical terms to the Continuing Parent Guarantees. "Completion Date" means the date (always being a Banking Day) on which Completion takes place. "Conditions Precedent" means the conditions precedent that have to be met to effect Completion, such conditions being set out in Clauses 2.6.1. "Continuing Lease Agreements" means the two bareboat charterparties identified as such in Schedule 3. "Continuing Lessors" mean Hai Jiao 1406 Limited (the owner of GOLAR ICE) and Hai Jiao 1405 Limited (the owner of GOLAR KELVIN), both being a subsidiary of ICBC Financial Leasing Co., Ltd. and each being a party to a Continuing Lease Agreement. "Continuing Parent Guarantees" means the parent guarantees provided by Golar for the obligations of the Subsidiaries party to the Continuing Lease Agreements. "Contracts" means each contract to which the Subsidiaries and CoolPoolCo are a party, including the Charterparties, the Existing Bank Loan, the Terminating Lease Agreements and the Continuing Lease Agreements. "Cool Pool" is a revenue and cost sharing arrangement between the Subsidiaries and the owners of the LNG Carriers GOLAR TUNDRA (being a subsidiary of Golar) and GOLAR CELSIUS (being a subsidiary of NFE), both of which are managed by Golar Management, the terms of which are set out in the Pool Agreement. "CoolPoolCo" means The Cool Pool Limited, a private limited company incorporated in the Marshall Islands which is wholly owned by Golar and whose particulars are set out in detail in Schedule 2 hereto. "Cool Pool Shares" means the 200 shares of no par value currently in issue in the CoolPoolCo. "Data Room" means an electronic data room containing all the Contracts and other documents relating to the Subsidiaries and CoolPoolCo disclosed to the Company as at COB, Oslo time, on 25 January 2022, the content of which will be made available to the Company on a memory stick at Completion. "Dispute" has the meaning attributed to the term in Clause 2.3.3. "Encumbrance" any mortgage, charge, pledge, lien, option, right to acquire, right of pre-emption, assignment, trust arrangement, hypothecation, security interest, title retention and any other security interest or arrangement of any kind, or any agreement to create any of the foregoing. "EPS" means EPS Ventures Ltd., having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands. "Existing Bank Loan" means a senior loan provided to Golar LNG NB12 Corporation by a syndicate of banks and export credit agencies represented by Citibank Europe plc, UK branch as agent secured, inter alia, by a first priority mortgage over GOLAR FROST, the details of which are set out in Schedule 3.
Page 6 "Existing Debt" means the obligations of the Subsidiaries under the Lease Agreements and the Existing Bank Loan. "Expert" has the meaning attributed to the term in Clause 2.3.4. "Final NAV" has the meaning attributed to the term in Clause 2.2.3 “Finance Provider C/P(s)” shall mean all conditions precedents to draw-down under the New Bank Loan Agreement. "Finance Providers" means a syndicate of banks led by Nordea Bank ABP, filial i Norge as agent having agreed to provide the Company with the New Bank Loan on the terms set out in the New Bank Loan Agreement. “GAAP” means the generally accepted accounting principles of the United States of America. "Golar Loan" means a subordinated revolving credit facility in an amount of USD 25,000,000 to be provided by Golar to the Company on the terms of the Golar Loan Agreement. "Golar Loan Agreement" means a loan agreement entered into on the date hereof between Golar and the Company setting forth the terms for the Golar Loan. "Golar Management" means Golar Management Ltd., a wholly owned subsidiary of Golar which is incorporated in England and which provides management services to the Subsidiaries on the terms of the Ship Management Agreements. "Golar Subscription" means the subscription by Golar to a number of new ordinary shares in the Company at the same subscription price as applied in Tranche 1 which, in aggregate, amounts to the Golar Subscription Amount. "Golar Subscription Amount" has the meaning given to it in Clause 2.3.1(i). "Governmental Body" means any local, municipal, regional, national or supranational entity exercising executive, legislative, judicial, regulatory or administrative functions of or relating to government, and any tribunal or arbitrators of competent jurisdiction. "Leakage" means, during the Locked Box Period, any of the following in relation to a Subsidiary: a. any dividend or other distribution (whether in cash or in specie) declared, paid or made whatsoever by such Subsidiary to its shareholder; b. any payment made or liability incurred by such Subsidiary for any fees, costs or expenses assumed in connection with this Agreement (including professional advisers’ fees, consultancy fees, transaction bonuses, finder’s fees, brokerage or other commission); c. any payment of any other nature by such Subsidiary to or for the benefit of its shareholder (including royalty payments, management fees, monitoring fees, interest payments, loan payments, service or directors’ fees, bonuses or other compensation of any kind); d. any transfer or surrender of assets, rights or other benefits by such Subsidiary to or for the benefit of its shareholder; e. the assumption or incurrence by such Subsidiary of any liability or obligation for the benefit of its shareholder;
Page 7 f. the provision of any guarantee or indemnity or the incurrence of any Encumbrance by such Subsidiary in favour or for the benefit of its shareholder; g. any waiver, discount, deferral, release or discharge by such Subsidiary of: (i) any amount, obligation or liability owed to it by its shareholder; or (ii) any claim held by it (howsoever arising) against its shareholder; and h. any agreement, arrangement or other commitment by such Subsidiary or its shareholder to do or give effect to any of the matters referred to in paragraphs (a) to (g) (inclusive) above; provided that the terms "shareholder" shall include any affiliate, employee and related party to a shareholder. "Lease Agreements" means the Continuing Lease Agreements and the Terminating Lease Agreements. “Listing” means admission of all the shares in the Company for trading on the Euronext Growth section of the Oslo Stock Exchange, the New York Stock Exchange and/or the NASDAQ. "LNG Carriers" means vessels designed for the transportation of LNG (liquefied natural gas) on the high seas. "Locked Box Period" means the period from (and including) 1 January 2022 to (and including) the Completion Date. "Long Stop Date" means 31 March 2022. "Management Balance Sheet" means the balance sheet of a Subsidiary as of the Valuation Date prepared in accordance with GAAP consistently applied in a form prepared by Golar Management on its behalf as part of such Subsidiary's annual financial statements for the accounting year 2021. "ManCo Agreement" has the meaning given to it in Recital (G). "Net Asset Value" has the meaning given to it in Clause 2.2.4. "New Bank Loan" means a senior secured loan facility of up to USD 570 mill. to be provided to the Subsidiaries (other than those party to the Continuing Lease Agreements) by the Finance Providers for the purpose of financing the purchase price for their respective Vessels on completion of the Purchase Options and refinancing the Existing Bank Loan at Completion. “New Bank Loan Agreement” means an agreement between the Finance Providers of the Subsidiaries not party to the Continuing Lease Agreements, such Subsidiaries and the Company which will be concluded based on the Term Sheet. "NFE" means New Fortress Energy Inc. “Permitted Encumbrance” means: (a) any Encumbrance in respect of Terminating Lease Agreement and the Existing Bank Loan before Completion; (b) any Encumbrance in respect of the New Bank Loan and the Continuing Lease Agreements; (c) any Encumbrance approved by the Company; (d) in respect of a Vessel, statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in each case arising by operation of law and in the ordinary course of
Page 8 business, outstanding for not more than 30 days whose aggregate value does not exceed USD 50,000; (e) in respect of a Vessel, any lien on the vessel for master's, officer's or crew's wages arising by way of operation of law, outstanding in the ordinary course of its trading for not more than 30 days after the due date for payment; (f) in respect of a Vessel, customary liens in respect of freight or hire provided by the Subsidiary or CoolPoolCo under the Charterparties; and (g) in respect of a Vessel, any lien on the Vessel for salvage, but only if in the case of paragraphs (d) to (g) inclusive, if (i) there is no risk of the sale, forfeiture or loss of any interest in any Vessel or of criminal liability, and (ii) the amounts which give rise to such liens are paid when due or within any applicable grace period or, if not paid when due, are being disputed in good faith by appropriate proceedings which have been disclosed by Golar under Clause 3.1.9 (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which insurance cover for at least the full amount in dispute has been obtained by the relevant Subsidiary from underwriters or insurance companies). "Permitted Leakage" means, in relation to a Subsidiary and CoolPoolCo during the Locked Box Period, each and any of the following in respect of a Subsidiary and CoolPoolCo: a. any payments made (or to be made) by such Subsidiary in the ordinary course under the current terms and conditions of its Ship Management Agreement; b. any distributions of revenue by the CoolPoolCo to the Subsidiaries and the owners of GOLAR ICE and GOLAR CELSIUS, in each case in accordance with the Pool Agreement, and the payment of its costs or expenses in the ordinary course as per the Pool Agreement; c. any payments made (or to be made) by such Subsidiary and CoolPoolCo in the ordinary course as compensation for any and all commercial or administrative management services received under the Transitional Services Agreement; d. any payments which are made (or to be made) when due and payable pursuant to the terms of: (i) a Charterparty between a Subsidiary and CoolPoolCo as charterer of a Vessel, and/or (ii) a Charterparty between CoolPoolCo and a third party charterer of a Vessel; and/or (iii) a Charterparty between a Subsidiary and a third party charterer of a Vessel; and/or (iv) a charterparty between CoolPoolCo as charterer and Golar LNG 2216 Corporation as owner in respect of the GOLAR ARCTIC; and/or (v) a charterparty between CoolPoolCo as charterer and Golar Hull M2026 Corporation as owner in respect of the GOLAR CELSIUS; e. payment by such Subsidiary of any and all operating expenses relevant to its Vessel (in addition to those described in (a) and (c)) on the due dates therefore in accordance with past practise; f. payments by such Subsidiary of ordinary interest, instalments or hire in respect of its Existing Debt; g. any payments made (or to be made) by such Subsidiary which have been specifically accrued or provided for in its Audited Balance Sheet; h. payments by such Subsidiary of any legal fees, cost and expenses in relation to obtaining any required consents in relation to the matters set out in this Agreement from the Continuing Lessors under the Continued Lease Agreements; and
Page 9 i. the repayment by such Subsidiary of its Existing Debt (including any prepayment fees or other fees, costs, expenses, break costs and other amounts due under the finance documents for such Existing Debt) other than the Continuing Lease Agreements on Completion. "Pool Accession Deed" means a deed to be concluded between CoolPoolCo, the Company and Golar entered into on the date hereof pursuant to which the Company will accede to the Pool Agreement. "Pool Agreement" means a pool agreement between Golar and CoolPoolCo dated 25 February 2021 setting out the terms which apply to the joint marketing and revenue sharing of the fleet of LNG Carriers with tri-fuel diesel electric propulsion systems managed by Golar Management covering a total of 10 such vessels (including the Vessels). "Preliminary NAV" has the meaning attributed to the term in Clause 2.2.1. "Preliminary Purchase Price" has the meaning attributed to the term in Clause 2.2.2. "Private Placement" means the issue by the Company of new ordinary shares of USD 1 par value, split between Tranche 1 and the Golar Subscription in a number and at a subscription price which, in total, will raise USD 385 mill. in gross proceeds to the Company. "Purchase Options" means the right for the Subsidiaries party to the Terminating Lease Agreements to acquire the Vessel chartered in thereunder from the current registered owners of these Vessels at predetermined prices, the details of which are set out in the Terminating Lease Agreements. "Purchase Price" has the meaning attributed to the term in Clause 2.2.1. "Schedules" shall mean the schedules to this Agreement from time to time and any one of them. "Shareholder Loans" shall mean any outstanding indebtedness owing by the Subsidiaries or CoolPoolCo to Golar or any of its other subsidiaries, affiliates or employees or any related party to a shareholder or member of Golar. "Ship Management Agreements" means the 8 (eight) ship management agreements entered into before the date of this Agreement between each of the Subsidiaries on the one hand and Golar Management on the other, in each case as amended by the Transitional Services Agreement. "Subsidiaries" means each and all of the companies whose particulars are set out in Schedule 1 hereto other than CoolPoolCo. "Subsidiary Shares" has the meaning attributed to the term in Clause 2.1.1. "Tax" means any taxes, levies, imposts, duties, charges and withholdings, however denominated, including without limitation any tax on gross or net income, profits or gains, taxes on sales, use, transfer, customs and other import or export duties, value added and personal property and social security and other payroll taxes and any interest, penalties or additional tax that may become payable by any of the Subsidiaries or CoolPoolCo or for which any of the Subsidiaries or CoolPoolCo will be held liable. "Tax Return" means any return, report, notice or other document or information submitted or required to be submitted to any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the enforcement of any law relating to Tax. "Terminating Lease Agreements" means the bareboat charterparties identified as such in Schedule 3.
Page 10 "Term Sheet" means a summary of the main terms and conditions for the New Bank Loan to be provided by the Finance Providers dated 20 January 2022 and accepted by the Company on 21 January 2022. "Tranche 1" means the issue of a number of new ordinary shares of USD 1 par value by the Company within the scope of the Private Placement at a subscription price which will raise USD 260 mill. in gross proceeds to the Company. "Transaction" means the sale and purchase of the Subsidiary Shares and the Cool Pool Shares on the terms set forth herein. "Transaction Document" means: a. this Agreement; and b. the Transitional Services Agreement; c. the Ship Management Agreements; d. the Manco Agreement; e. the Golar Loan Agreement; and f. the Pool Accession Deed. "Transitional Services Agreement" shall have the meaning given to it in Recital (H). "UK Tax Leases" means: a. the lease made between Sovereign Gimi Limited (ow named Golar Gimi Limited) as lessor and Golar Gas Holding Company, Inc. as lessee (the "Lessee") in respect of the KHANNUR; b. the lease made between Sovereign Hilli Limited (now named Golar Gimi Limited) as lessor and the Lessee as lessee in respect of the GIMI; c. the lease made between Sovereign Khannur Limited (now named Golar Hilli Limited) as lessor and the Lessee as lessee in respect of the HILLI; d. the lease made between Golar Freeze Limited (formerly named Sovereign Freeze Limited) as lessor and the Lessee as lessee in respect of the GOLAR FREEZE; e. the lease made between Sovereign Spirit Limited as lessor and Golar Spirit UK Limited as lessee in respect of the GOLAR SPIRIT; and f. the lease made between A&L CF June (3) Limited as lessor and Golar LNG 2215 Corporation as lessee in respect of the METHANE PRINCESS. "Valuation Date" means 31 December 2021. "Vessels" means the 8 (eight) LNG Carriers chartered and owned or leased by the Subsidiaries, the particulars of which are set out in Schedule 1 hereto. "VPS" means the Norwegian paperless securities register in which the Company has established a branch register of its shareholders. "Warranty" means each and all of the warranties set forth in Clauses 3.1 to 3.3 (inclusive).
Page 11 INTERPRETATION In this Agreement: (i) references to a Party include the successors or assigns (immediate or otherwise) of that party; (ii) the words including and include shall mean including without limitation and include without limitation, respectively; (iii) any reference to a document or agreement is to that document or agreement as amended, varied or novated from time to time otherwise than in breach of this Agreement or that document; and (iv) any reference to a company means any company, corporation or other body corporate wheresoever incorporated. 2 THE TRANSACTION SALE AND PURCHASE OF SUBSIDIARY SHARES AND THE COOL POOL SHARES 2.1.1 Subject to the conditions under Clause 2.6 being satisfied, or where applicable, waived, Golar hereby agrees to sell, and the Company hereby agrees to purchase on Completion: (i) 100% of the issued and outstanding shares in the Subsidiaries, constituting: • 500 shares of no par value in Golar Hull M2021 Corp.; • 500 shares of no par value in Golar Hull M2022 Corp.; • 500 shares of no par value in Golar Hull M2027 Corp.; • 500 shares of no par value in Golar Hull M2047 Corp.; • 500 shares of no par value in Golar Hull M2048 Corp.; • 500 shares of no par value in Golar LNG NB10 Corporation; • 500 shares of no par value in Golar LNG NB11 Corporation; and • 500 shares of no par value in Golar LNG NB12 Corporation; (together, the "Subsidiary Shares"); and (ii) the Cool Pool Shares. 2.1.2 The shares of the Subsidiaries and CoolPoolCo shall be sold free of any Encumbrances (except Encumbrances in respect to the Existing Debt (before Completion), the New Bank Loan (after Completion) and the Continuing Lease Agreements) and on the terms and conditions set forth herein. 2.1.3 Golar acknowledges that the Company enters into this Agreement in reliance on the representations, warranties and undertakings on the part of Golar set out in this Agreement. THE PURCHASE PRICE 2.2.1 The purchase price for the Subsidiary Shares shall be the Preliminary Purchase Price plus the Adjustment Amount (the “Purchase Price”). 2.2.2 The “Preliminary Purchase Price” is equal to the aggregate Net Asset Value of the Subsidiaries as set out in the Management Balance Sheet of each Subsidiary (the "Preliminary NAV”).
Page 12 2.2.3 The “Adjustment Amount” is equal to any difference between (A) the aggregate Net Asset Value of the Subsidiaries as set out in the Audited Balance Sheet of each Subsidiary (the "Final NAV") and (B) the Preliminary NAV, so that: (i) if the Final NAV is higher than the Preliminary NAV, then the Company shall pay Golar the Adjustment Amount; and (ii) if the Final NAV is less than the Preliminary NAV, then Golar shall pay the Adjustment Amount to the Company. 2.2.4 The "Net Asset Value" for each Subsidiary means the aggregate amount of all the assets, less all liabilities, of that Subsidiary as set out in the Management Balance Sheet or the Audited Balance Sheet (as applicable), provided that for the purpose of calculating the Net Asset Value, (i) the Management Balance Sheet and the Audited Balance Sheet shall be adjusted so that the value of the Vessel owned by the relevant Subsidiary shall be equal to USD 145,000,000, (ii) all variable interest entity balances and adjustments shall be removed and (iii) the long term debt balances shall be the amounts outstanding as of the Valuation Date as set forth in Schedule 3. 2.2.5 The purchase price for the Cool Pool Shares shall be nil. SETTLEMENT OF THE PURCHASE PRICE 2.3.1 The Preliminary Purchase Price or, if the audited financial statements for the Subsidiaries for the 2021 accounting year (including the Audited Balance Sheets) are made available to the Parties at least five Banking Days prior to Completion and there is no Dispute under Clause 2.3.3, the Purchase Price, shall be settled on Completion in two tranches as follows: (i) USD 125,000,000 (the “Golar Subscription Amount”) shall be set off against Golar's payment obligation pursuant to the Golar Subscription; and (ii) the remainder shall be paid in cash to an account designated by Golar for the purpose of receiving the same. provided that the Company shall have the right to postpone payment of up to USD 15,000,000 of the cash amount until the date the Adjustment Amount is due for payment. 2.3.2 If only the Preliminary Purchase price is paid on Completion in accordance with Clause 2.3.1, the Adjustment Amount shall be paid thereafter and within five Banking Days of the audited financial statements for the Subsidiaries for the 2021 accounting year (including the Audited Balance Sheets) being made available to the Parties. If payable by the Company, the Adjustment Amount may be set-off by the Company against any other amounts payable by Golar or claims by the Company against Golar under this Agreement. 2.3.3 In the event of any disagreement on the calculation of the Adjustment Amount (a "Dispute"), Golar shall provide the Company with all underlying financial and accounting information and data relevant for the preparation of the Audited Balance Sheets, and the Parties shall promptly and, in any event no later than 10 Banking Days after receipt of the Audited Balance Sheets, agree on the factual basis for the Dispute and the alternative values of each relevant Subsidiary as of the Valuation Date. 2.3.4 A Dispute shall, unless it can be resolved amicably within 10 Banking Days from the date the Audited Balance Sheets have been made available to both Parties and their alternative valuations of the equity capital in the Subsidiaries has been exchanged between them, be
Page 13 referred to an expert jointly appointed by the Parties (the "Expert"). The Expert shall be an independent accountant and must deliver his determination of the Adjustment Amount no later than the date 10 Banking Days following his appointment, and his determination of the same shall be final. If the Parties are unable to agree on the nomination of the Expert as aforesaid, the Expert shall be appointed by the CEO of the Oslo Stock Exchange. REFINANCING OF EXISTING DEBT 2.4.1 At Completion: (i) each Subsidiary party to a Terminating Lease Agreements shall acquire the Vessel which is the object thereof and the Terminating Lease Agreements shall be cancelled; (ii) the Subsidiary party to the Existing Bank Loan shall refinance the same; (iii) the Continuing Lease Agreements shall , subject to Golar having obtained the consent of the Continuing Lessors to the change of ownership in the Subsidiaries party thereto which will take effect on the Completion, continue; (iv) the Company shall provide the Company Lease Guarantees; and (v) Golar shall continue to provide the Continuing Parent Guarantees effective from the Completion Date until the Continuing Lessors agree to release the Continuing Parent Guarantees or the Continuing Lease Agreements have been refinanced by the Company. 2.4.2 In connection with the steps in Clause 2.4.1, from the date of this Agreement the Company agrees to: (i) arrange the execution of the New Bank Loan Agreement, satisfaction of all Finance Provider C/Ps thereunder and submission of any drawdown notices thereunder for funds required upon Completion Date; and (ii) arrange the completion of Tranche 1 of the Private Placement; (iii) provide the Company Lease Guarantees; and (iv) keep Golar updated on its progress in relation to items (i), (ii) and (iii) above. 2.4.3 In connection with the steps in Clause 2.4.1 from the date of this Agreement Golar agrees to: (i) procure that the borrower under the Existing Bank Loan submits a notice of prepayment; (ii) procure that, as soon as reasonably practicable, each of the Subsidiaries party to a Terminating Lease Agreement exercises its Purchase Option with the relevant lessor, with closing of such purchase being set for the Completion Date; (iii) request the consent of the Continuing Lessors to the change of ownership in the Subsidiaries party to the Continuing Lease Agreements which will take effect on the Completion Date; (iv) request the written consent of the sellers of the Vessels subject to the Terminating Lease Agreements, the providers of the Existing Bank Loan and the Continuing Lessors to the matters in (i), (ii) and (iii) above; (v) if required, request the written consent of the charterers under the Charterparties in accordance with their terms;
Page 14 (vi) continue the Continuing Parent Guarantees after Completion in consideration of (i) the payment by the Company of a guarantee fee of 0.5% per annum on the outstanding principal amount under the Continuing Lease Agreements, effective from the Completion Date until the Continuing Parent Guarantees are released by the relevant lessors; and (ii) the Company indemnifying Golar in respect of any loss, damage or liability suffered or incurred by Golar under the Continuing Parent Guarantees; and (vii) assist the Company in complying with all of the Finance Provider C/P(s) relevant to the Subsidiaries and the Vessels. 2.4.4 Notwithstanding the specific responsibilities outlined above, the Parties recognise the need to cooperate closely to effect the overall refinancing of the Vessels described in this Clause 2.4 and hereby procure that they will do so. 2.4.5 The Company shall (if required) by the Continuing Lessors pledge the Subsidiary Shares of the 2 (two) Subsidiaries party to the Continuing Lease Agreements to the Continuing Lessors to secure the obligations of those Subsidiaries under the Continuing Lease Agreements, the Company’s obligations under the Company Lease Guarantees and Golar's obligations under the Continuing Parent Guarantees. PRE- COMPLETION CONDUCT 2.5.1 Golar shall, except as agreed between the Parties in writing or specifically set out in this Agreement, cause each of the Subsidiaries and CoolPoolCo: (i) to conduct its business in the ordinary course and in accordance with past practise, contractual obligations, applicable laws, regulations and decisions of public authorities; (ii) not to enter into any agreements outside the ordinary course or undertake any acquisitions or material disposals; (iii) not to enter into any loan agreement or undertake any similar financial indebtedness, including the issuance of debt securities (other than the New Loan Agreement); (iv) not make any amendments to any material agreement to which it is party as of the date of this Agreement, including without limitation the Pool Agreement and the Ship Management Agreements; (v) not pass any resolution amending its articles of association, bye-laws, or registered information; (vi) not make or propose any issue of new shares, options, warrants or other similar rights to acquire shares in such Subsidiary or CoolPoolCo, or any other changes in their nominal share capital; (vii) not make or propose or declare, set aside or pay any dividend, buy back of shares (including from any previous plans), group contribution or other distribution with respect to their shares (including any direct or indirect redemption or purchase of any of their shares); (viii) not make or propose to merge, de-merge, amalgamate or enter into any corporate restructuring, liquidation, dissolution or any business combination;
Page 15 (ix) not take any action, or refrain from take any action, which would result in a breach any of the Warranties; (x) not enter into any agreement or commitment to do any of the above; and (xi) not establish any Encumbrance over any of its assets except Permitted Encumbrances, during the period from the date hereof until Completion. 2.5.2 Golar further agrees, during the period from the date hereof until Completion: (i) to ensure that the financial statements for the Subsidiaries for the 2021 accounting year are prepared and audited as soon as possible; (ii) to convert or repay any and all amounts payable or owing by the Subsidiaries or CoolPoolCo to Golar under Shareholder Loans at the Valuation Date to equity capital; and (iii) not to Encumber any of the Subsidiary Shares (except Encumbrances in respect to the Existing Debt (before Completion), the New Bank Loan (after Completion) and the Continuing Lease Agreements), the Cool Pool Shares and/or their rights under the Pool Agreement. CONDITIONS PRECEDENT 2.6.1 Completion is subject to and conditional upon the following conditions being satisfied (or waived by each of the Parties): (i) the refinancing steps described in Clause 2.4.2(i) and (ii) and Clause 2.4.3(i) to (iv) having been completed and/or executed; (ii) all other required consents from third parties to the change of ownership to and management of the Subsidiaries, Vessels and CoolPoolCo having been obtained, including under the Charterparties and the Continuing Lease Agreements, on terms satisfactory to the Company; (iii) all required consents from third parties under Charterparties in connection with the establishment of any Permitted Encumbrances, on terms satisfactory to the Company; (iv) the second mortgage, second assignment and any other Encumbrance held by Santander Asset Finance plc in respect of the GOLAR FROST or any other Vessel shall have been released; (v) the proceeds from Tranche 1 having been made available to the Company for use at Completion; (vi) Golar having agreed to subscribe for the shares in the Company which represent the Golar Subscription; (vii) all Shareholder Loans having been converted to equity or repaid (including any prepayment fees or other fees, costs, expenses, break costs and other amounts due thereunder) as at the Valuation Date; (viii) the consents referred to in Clause 2.4.3 (iii), (iv) and (v) above having been received on terms acceptable to the Company; (ix) the Transitional Services Agreement having been executed by the parties thereto;
Page 16 (x) the Pool Accession Deed having been executed by the parties thereto; (xi) the Golar Loan Agreement having been executed by the parties thereto; (xii) the Parties having agreed to the amount of the Preliminary Purchase Price based on the Management Balance Sheets or, as the case may be, the Purchase Price based on the Audited Balance Sheets; (xiii) board meetings of Golar and the Company shall have resolved to approve all of the transactions contemplated by this Agreement; (xiv) an extraordinary shareholders meeting in the Company shall have resolved to (a) increase the Company's authorised capital, (b) revise the Company's bye-laws and elect a new board of directors; (xv) each of the Parties shall have complied, to the other Party's satisfaction, with its completion obligations hereunder in all respects; and (xvi) all Warranties being true and correct in all respects. COMPLETION 2.7.1 At Completion, the following steps shall be taken in sequence: (i) the Company shall confirm that it has the net proceeds from Tranche 1 available for the purpose of settling the cash part of the Preliminary Purchase Price or, as the case may be, the Purchase Price and Golar shall provide such amount as shall be required by the Company under the Golar Loan to settle the purchase price for the Vessels which are the object of the Terminating Lease Agreements and repay the Existing Bank Loan (and in each case any associated costs, fees and expenses); (ii) the Company shall confirm that the New Bank Loan is available for drawdown as a consequence of all Finance Provider C/Ps having been met or waived; (iii) the Company shall confirm that the owners of the Vessels being the object of the Terminating Lease Agreements are ready to close the relevant Subsidiary's purchase of its Vessel and that the providers of the Existing Bank Loan are ready to receive payment thereof; (iv) Golar shall confirm that they are ready to close the Transaction and that all Encumbrances over the Subsidiary Shares, the Cool Pool Shares and the Vessels being the object of the Terminating Lease Agreements have been released or will be released on completion of the refinancing under the New Bank Loan; (v) Golar shall formally transfer the Subsidiary Shares and the Cool Pool Shares to the Company by delivering the relevant share certificates to the Company duly endorsed for transfer or, where the relevant Subsidiary Shares are pledged to the existing financiers under the Existing Debt, by procuring that such financiers deliver the relevant share certificates to the Company (or, if requested by the Company, to the lenders under the New Bank Loan) upon completion of the refinancing under the New Bank Loan;
Page 17 (vi) the Company shall pay the cash part of the Preliminary Purchase Price or, as the case may be, the Purchase Price, to Golar; (vii) the Company shall confirm the set-off of Golar's obligation to pay the Golar Subscription Amount whereafter the new shares in the Company thus subscribed for by Golar shall be issued and transferred to Golar's designated account in the VPS; (viii) the Company shall issue the Company Lease Guarantees; (ix) If required by the relevant lessors, the Company shall pledge the Subsidiary Shares in the Subsidiaries party to the Continuing Lease Agreements to the lessors as security for the obligations of under the Continuing Lease Agreement, the Company Lease Guarantees and the Continuing Parent Guarantees; (x) each Subsidiary party to a Terminating Lease Agreement shall draw its part of the New Bank Loan and shareholder loan provided under step (i) as shall be required from the Company to complete the acquisition of its Vessel from the owner thereof under the Terminating Lease Agreement it is party to, release all the Encumbrances under the Terminating Lease Agreements, and, on this basis, complete such purchase; (xi) the Subsidiary party to the Existing Bank Loan shall drawdown its part of the New Bank Loan and such shareholder loan as shall be required from the Company to repay the Existing Bank Loan, release all the Encumbrances under the Existing Bank Loan, and, on this basis, complete such repayment; and (xii) the Pool Accession Deed shall be duly executed and become effective and the Company shall become party to the Pool Agreement in accordance with its terms but with its rights and obligations thereunder limited to the extent the Vessels participate in the Cool Pool . The Company and Golar shall, based on the above, execute and exchange such documents as shall be required to complete the above. 2.7.2 As soon as possible after Completion, Golar shall deliver all material hard copy records, correspondence, documents, files, memoranda and other papers relating to the Vessels, the Subsidiaries, the CoolPoolCo and the Cool Pool which are not required to be kept on board the relevant Vessel or delivered to the Company or its designated representative at Completion. Golar shall also deliver any other documents reasonably requested by the Company in connection with the Listing, Transitional Service Agreement and ManCo Agreement. 2.7.3 Unless provided by Completion, Golar undertakes to provide the Company with an Audited Balance Sheet for the Subsidiaries as soon as reasonably possible after Completion and no later than 1 March 2022. 3 WARRANTIES AND UNDERTAKINGS WARRANTIES IN RESPECT OF THE SUBSIDIARIES AND THE COOLPOOLCO Golar, on the date of this Agreement and on Completion, represents and warrants to the Company that:
Page 18 3.1.1 Capacity (i) Golar has the power to execute and deliver the Transaction Documents and to perform its obligations under each Transaction Document and has taken all action necessary to authorise such execution and delivery and to perform such obligations; (ii) each the Transaction Document to which Golar is a party constitutes legal, valid and binding obligations on Golar in accordance with its terms; and (iii) all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable Golar to execute, deliver and perform its obligations under the Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with. 3.1.2 Share Capital (i) Each of the Subsidiaries and CoolPoolCo is duly incorporated, validly existing and in good standing under the laws of its jurisdiction; (ii) the Subsidiary Shares and the Cool Pool Shares constitute the whole of the allotted and issued share capital of each of these, are fully paid and there are no unissued shares, debentures or other unissued securities in any of these; (iii) it is the sole legal and beneficial owner of the Subsidiary Shares and the CoolPool Shares; (iv) it will, on Completion, be entitled to transfer the legal and beneficial title to the Subsidiary Shares and the Cool Pool Shares to the Company free from Encumbrances (other than such share pledges as secure the Existing Bank Loan (such share pledge as secures the Existing Bank Loan which will be released as part of Completion)); (v) there are no rights of pre-emption or other restrictions on transfer in respect of the Subsidiary Shares, the Cool Pool Shares or any of them, conferred by the constitutional documents of the Subsidiaries or CoolPoolCo or otherwise; (vi) no person has any right to require, at any time, the transfer, creation, issue or allotment of any further share or other securities (or any rights or interest in them) in the Subsidiaries or CoolPoolCo, and neither Golar nor any of the Subsidiaries nor CoolPoolCo has agreed to confer any such rights on any person, and no person has claimed any such rights (except the Encumbrances referred to in (iv) above); (vii) none of the following shall apply to any of the Subsidiaries or CoolPoolCo at Completion: a. it is unable or has admitted its inability to pay its debts as they fall due; b. it has suspended making payments on any of its debts or started (or anticipates starting) negotiations with one of more of its creditors; c. the value of its assets is less than the amount of its liabilities, taking into account contingent and prospective liabilities; d. a moratorium has been declared in respect of any of its indebtedness; or
Page 19 e. a corporate action, legal proceedings or other procedure or step has been taken in relation to (a), (b) or (d) above; (viii) none of the Subsidiaries and CoolPoolCo holds or beneficially owns or has agreed to acquire, any shares, loan capital or any other securities; nor has it, at any time, had a. any subsidiary or subsidiary undertaking; b. had a membership in any limited liability partnership, partnership or other unincorporated association, joint venture or consortium; c. controlled or taken part in the management of any company or business organisation, d. agreed to do so; or e. any branch or permanent establishment outside its country of incorporation (other than CoolPoolCo's current branch in Monaco); and (ix) none of the Subsidiaries and CoolPoolCo have, at any time, purchased, redeemed, reduced, forfeited or repaid any of its own shares (except for the cancellation of Dynagas’s shares in CoolPoolCo); given any financial assistance in contravention of any applicable laws or regulations; or allotted or issued any securities that are convertible into shares or membership capital. 3.1.3 Business and Contracts (i) No Subsidiary has, at any time since its incorporation, been engaged in any business other than that the business which is connected to the ownership and operation of its Vessel; (ii) each Subsidiary and CoolPoolCo will and has, during the Locked Box Period, operated in the ordinary course of business and no Leakage (other than Permitted Leakages) will occur or has occurred during the Locked Box Period; (iii) none of the Subsidiaries has any employees and CoolPoolCo has only one employee in the Monaco branch; (iv) the Charterparties are legally valid, binding and in full force and effect, and none of these have been or will be cancelled nor will any new charterparties be entered into for the Vessels prior to Completion without the consent of the Company; (v) all material Contracts have been disclosed to the Company and shall have been included in the Data Room; and (vi) neither the Subsidiaries nor CoolPoolCo are in breach of any of their obligations under the Contracts in any material respect or have done anything which might reasonably be expected to affect or prejudice the performance of or the validity or enforceability of the Contracts. 3.1.4 CoolPoolCo (i) CoolPoolCo does not have any liabilities which are not disclosed in or fairly represented by the documents included in the Data Room; and
Page 20 (ii) CoolPoolCo is in compliance with and has not committed any breach of the Pool Agreement or the Charterparties to which it is a party. 3.1.5 Financial Statements (i) The Audited Balance Sheets and the related financial statements of the Subsidiaries for the 2021 accounting year complies, in all respects, with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), and fairly present, in all material respects, the financial condition, result of operations and cash flow of the Subsidiaries as of the Valuation Date; (ii) the Management Balance Sheets will be prepared in accordance with GAAP applied on a consistent basis and give a true and fairly present, in all material respects, the financial condition, result of operations and cash flow of each Subsidiary as of the Valuation Date; and (iii) since the Valuation Date, each Subsidiary and CoolPoolCo has conducted its business in a normal and proper manner and there has been no material deterioration in the turnover, the trading performance, the financial position or the prospects of any such company. 3.1.6 Tax (i) Each Subsidiary and CoolPoolCo has properly filed all Tax Returns which are or were required to be filed by them, and all Tax Returns filed by each Subsidiary and CoolPoolCo are true, correct and complete; (ii) each Subsidiary and CoolPoolCo has paid all Taxes required to be paid under applicable laws when due; (iii) all Taxes that each Subsidiary and CoolPoolCo is or was required by applicable laws to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other person; and (iv) all Tax liabilities of each Subsidiary and CoolPoolCo are disclosed in and fairly represented by the financial statements of the Subsidiaries and CoolPoolCo and have been disclosed in the Data Room. 3.1.7 Compliance Each of the Subsidiaries, CoolPoolCo and to the best of Golar’s knowledge, persons acting for or on their behalf have: (i) complied with all applicable laws, regulations, judgements, decrees and orders, including without limitation, any trade sanctions, anti-money-laundering laws and financial record keeping and reporting requirements, rules, regulations and guidelines, issued or imposed by any Governmental Body or court; (ii) all permits needed to conduct its business as it is currently conducted in hand, and have held, and complied with the terms of, all public and private permits, licences and approvals from all Governmental Bodies and other third parties necessary to carry out their respective business in its ordinary course, and have taken all actions required to prevent such permits, licences and approvals from lapsing; and
Page 21 (iii) not violated any applicable anti-bribery or anti-corruption law or regulation enacted in any jurisdiction. 3.1.8 Environmental matters (iv) The Subsidiaries and CoolPoolCo comply and have, to the best of Golar’s knowledge, at all relevant times, complied in all material respects with applicable environmental laws and environmental licenses; (v) no claim in relation to environmental matters has been made or threatened against any of the Subsidiaries or CoolPoolCo; (vi) each of the Subsidiaries and CoolPoolCo has all environmental permits and approvals that are required for the current operations of the relevant Subsidiary and CoolPoolCo; and (vii) no Subsidiary or CoolPoolCo has, to the best of Golar’s knowledge, other than as permitted under applicable permits or applicable laws or regulations held from time to time, disposed of, discharged, released, placed, dumped or emitted any hazardous substances, such as pollutants, contaminants, hazardous or toxic materials, wastes or chemicals. 3.1.9 Litigation (i) None of the Subsidiaries or CoolPoolCo are engaged in any litigation (whether criminal, civil, administrative or tax), arbitration or alternative dispute resolution process. To the best of Golar’s knowledge, no litigation, arbitration or dispute resolution process is currently threatened against any of the Subsidiaries or CoolPoolCo; and (ii) so far as Golar is aware, there are no circumstances which are likely to give rise to any litigation, arbitration or alternative dispute resolution proceedings by or against any Subsidiary or CoolPoolCo. 3.1.10 Insurance (i) Each Subsidiary and CoolPoolCo has adequate insurance coverage against business interruptions, loss of revenues, liability, injury and other risks normally insured against by persons operating in its field of business. All the assets of the Subsidiaries are insured for an amount equal to their cost of replacement against accidents and risks normally insured against by persons operating in its field of business. 3.1.11 Withdrawal of third party vessels managed Cool Pool (i) Except as disclosed in Schedule 4, none of the participants in the Cool Pool have a unilateral right to withdraw vessels managed through the Cool Pool while they are subject to Charterparties, including, without limitation, the Golar Celsius. 3.1.12 Information and Disclosure (i) Each of the Warranties is on the date of this Agreement and will at Completion be true, accurate and not misleading; (ii) the information, agreements and documents made available in the Data Room is true and accurate and fairly presented and nothing has been omitted which renders any of that information incomplete or misleading in any material respect; and
Page 22 (iii) there is no information, facts or circumstances related to the Subsidiaries, CoolPoolCo, or their respective assets, the Vessels and/or the Contracts not having been disclosed in the Data Room which, if disclosed, would affect the willingness of a purchaser for value to acquire the Subsidiaries and CoolPoolCo on the terms of this Agreement. BALANCE SHEET WARRANTIES Golar represents and warrants to the Company that: (i) the Management Balance Sheet and the Audited Balance Sheet for the Subsidiaries will be prepared in accordance with GAAP (consistently applied) and will accurately reflect such Subsidiary’s assets and liabilities as of the Valuation Date; (ii) each of the Subsidiaries, at the Valuation Date, has no assets or liabilities than those that will be accounted for in such Subsidiary's Audited Balance Sheet; and (iii) neither of the claims referred to in Clause 4.2 below have been, whether in full or in part, included as receivables in the Valuation Balance Sheets. VESSEL WARRANTIES Golar, on the date of this Agreement and on Completion, represents and warrants to the Company that each Vessel: (i) is registered in the ownership of the relevant Subsidiary or controlled by the relevant Subsidiary under the Lease Agreements (at the date of this Agreement) and under the Continuing Lease Agreements (at Completion); (ii) Except for Permitted Encumbrances, (a) at the date of this Agreement (i) Golar Frost is not subject to any Encumbrances except for Encumbrances securing the Existing Bank Loan and in favour of Santander Asset Finance plc as set out in the certificate of ownership and encumbrance for the Vessel and (ii) the Vessels other than Golar Frost are not subject to any Encumbrances other than as set out in the certificate of ownership and encumbrance for the relevant Vessel and subject to quiet enjoyment agreements with relevant lenders pursuant to the Lease Agreements; and (b) at Completion, (i) Golar Frost, Golar Seal, Golar Crystal, Golar Bear, Golar Glacier and Golar Snow are not subject to any Encumbrances except for Encumbrances securing the New Bank Loan and (ii) Golar Ice and Golar Kelvin are not subject to any Encumbrances other than as set out in the certificate of ownership and encumbrance for the relevant Vessel and subject to quiet enjoyment agreements with relevant lenders pursuant to the Continuing Lease Agreements; (iii) is in class without any conditions and/or recommendations, free of average damage affecting the Vessel’s class, and with classification certificates and national certificates, as well as all other required certificates, valid and unextended without condition/recommendation by the classification society or the relevant authorities; (iv) is (a) in sound operational condition (b) safely afloat, anchored, moored or underway; (c) seaworthy in all respects for hull and machinery insurance warranty purposes, (d) in good condition, fair wear and tear excepted, (e) free and clear of arrest and detention, (f) free of any governmental or other similar restrictions and (g) in compliance with maritime laws and regulations, including, but not limited to ISM and ISPS codes;
Page 23 (v) there is no matter known which could give rise to a material insurance or warranty claim in relation to such Vessel which has not been disclosed; (vi) no claims have been received from any Governmental Body regarding any environmental pollution caused in the course of the use of the Vessel for which any Subsidiary or the Company may be held liable or in respect of which any action may be taken against a Subsidiary, the Company or the Vessel; and (vii) the insurances taken out for such Vessel are in full force and effect. UNDERTAKINGS BY GOLAR 3.4.1 Golar undertakes that it shall (and shall procure that none of its Subsidiaries nor CoolPoolCo shall) not do anything during the Locked Box Period that will cause a material adverse change to the Subsidiaries or CoolPoolCo and/or that will be in breach of any term of this Agreement, including (without limitation) breaching any Warranty or cause any Warranty to be untrue, inaccurate or misleading in any respect. 3.4.2 On or after Completion, Golar shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Company may from time to time require in order to: (a) vest any of the Subsidiary Shares and Cool Pool Shares in the Company or as otherwise may be necessary to give full effect to the Transaction Documents; and (b) transfer any and all contracts relating to the Vessels (including any relevant marine terminal liability agreements, master time charter parties and gas-up and cool-down agreements) to the Company, the Subsidiaries and/or CoolPoolCo on terms acceptable to the Company. BREACH OF WARRANTIES 3.5.1 Each of the obligations, Warranties and undertakings set out in this Agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion. 3.5.2 Golar hereby agrees to indemnify and hold the Company harmless against any and all losses incurred by the Company as a consequence of a breach of any of the Warranties based on the following principles: (i) a claim for compensation (a “Claim”) must be submitted by the Company in writing together with reasonable supporting documentation, no later than (a) the fifth anniversary of the Completion Date for any claim relating to Tax, or (b) the date falling 30 days after the date on which the Company's consolidated financial statements for the 2022 accounting year have been signed by the Company; (ii) a Claim in respect of a Subsidiary shall be limited to such part of the Purchase Price as is attributable to the Subsidiary Shares of such Subsidiary; (iii) Golar shall not be liable in respect of a breach of Warranty unless the amount of compensation to which the Company would, but for this subparagraph, be entitled as a result of such breach is at least USD 50,000; and (iv) any and all Claims, in aggregate, being limited to USD 80,000,000.
Page 24 3.5.3 The foregoing limitations shall not apply to a breach of the Warranties caused by fraud, gross negligence or wilful misconduct by Golar. Further, the foregoing limitations shall not in any circumstances apply to the following warranties: 3.1.3(ii) (Leakage), 3.1.4 (i) (undisclosed CoolPoolCo liabilities), 3.1.11 (withdrawal of third party vessels), 3.1.6 (iv) (no undisclosed Tax liabilities) and 3.2(ii) (no material undisclosed liability), the breach of which will be compensated by Golar paying the Company an amount equal to the Leakage, all losses incurred by the Company, CoolPoolCo or a Subsidiary, or undisclosed liability (as applicable). SPECIFIC INDEMNITIES 3.6.1 Notwithstanding anything to the contrary set out in this Agreement, Golar shall indemnify and hold the Company, CoolPoolCo and the Subsidiaries harmless from and against any and all losses, damages and liabilities of whatsoever nature suffered or incurred by the Company, CoolPoolCo and the Subsidiaries arising from the UK Tax Leases. 3.6.2 Golar undertakes to ensure that it does not, through any act or omission, cause the relevant Subsidiaries to breach the terms of the Continuing Lease Agreements and agrees to indemnify the Company, CoolPoolCo and the Subsidiaries from and against any and all claims, losses, damages, costs and expenses which they may incur or suffer in connection with any breach of the Continuing Lease Agreements caused directly or indirectly by Golar. 4 SUBSEQUENT PAYMENTS TO GOLAR GUARANTEE FEE AND INDEMNIFICATION The Subsidiaries party to the Continuing Lease Agreement shall, with effect from the Completion Date until such date Golar is released from the Continuing Parent Guarantee, pay to Golar an annual guarantee fee of 0.5% calculated on the outstanding principal amount under the Continuing Lease Agreements. Such fee shall be paid semi-annually in arrears. Further, the Company shall indemnify Golar for any and all payments made by Golar under the Continuing Parent Guarantee arising from events subsequent to Completion. REIMBURSEMENT OF WITHHOLDING TAX CLAIM AND INSURANCE CLAIM The Company shall transfer, without any deduction or withholding, (i) any amounts received by the Subsidiaries from The Norwegian Shipowners' Mutual War Risk Insurance Association representing a refund of withholding tax on amounts paid to the Subsidiaries under their war risk policies prior to the Valuation Date and (ii) any amounts received by Golar Hull M2048 Corporation from its insurers in respect of repair costs and loss of hire relevant to GOLAR FROST filed prior to the Valuation Date. The Company shall, at Golar's cost, provide reasonable assistance to Golar in collecting these claims if so requested by Golar. 5 GENERAL PROVISIONS TERMINATION 5.1.1 This Agreement shall terminate on the Long Stop Date if Completion has not occurred by that date. 5.1.2 No Party shall be entitled to terminate this Agreement after Completion.
Page 25 5.1.3 This Agreement shall, when terminated, immediately cease to have any further force and effect subject to: (i) any provisions of this Agreement that expressly or by implication are intended to come into or continue in force on or after termination of this Agreement; and (ii) any rights, remedies, obligations or liabilities that have accrued before termination remaining effective between the Parties. TRANSACTION COSTS 5.2.1 Whether or not Completion occurs, the Parties agree that the Company will pay the fees, expenses and disbursements incurred by the Parties in connection with the negotiation and execution of this Agreement. CONFIDENTIALITY 5.3.1 Each Party agrees to treat all documents and other information which it may obtain in connection with this Agreement confidential and shall not make any broadcast, press release, advertisement, public disclosure or other public announcement or statement with respect to this Agreement, unless required by law or the rules of any stock exchange; provided always that a Party who is a listed entity may disclose such information in its public reports to the extent it believes that it is necessary or prudent to do so in order to comply with the rules and regulations of the exchange on which it is listed, provided always that such disclosure is coordinated with the other Party. 5.3.2 The Parties agree that Golar shall announce the conclusion of this Agreement and the agreed plan for the development of the Company in a form approved and coordinated with Golar immediately following the date hereof. MISCELLANEOUS 5.4.1 None of the Parties shall be liable to the other Party for any indirect or consequential loss. 5.4.2 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the continuation in force of or the remainder of this Agreement. The Parties agree to substitute, for any invalid, illegal or unenforceable provision, a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid, illegal or unenforceable provision. 5.4.3 Neither Party shall assign or transfer any of its rights and/or obligations under this Agreement except with the prior written consent of the other Party and subject to such terms and conditions as the other Party may require. 5.4.4 This Agreement is made for the benefit of the Parties and their respective successors and permitted assigns and is not intended to benefit or be enforceable by anyone else. 5.4.5 No variation, amendment or addition to this Agreement shall be valid unless agreed in writing by both Parties. 5.4.6 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
Page 26 CHOICE OF LAW AND ARBITRATION 5.5.1 This Agreement shall be governed by and construed in accordance with Norwegian law. 5.5.2 Any dispute arising out of or in connection with this Agreement other than a Dispute, cfr. Clause 2.3.3 (which shall be resolved in accordance with the procedure set forth in Clause 2.3.3), including any disputes regarding the existence, breach, termination or validity thereof, shall be finally settled by arbitration under the rules of arbitration procedure adopted by the Nordic Offshore and Maritime Arbitration Association ("Nordic Arbitration") in force at the time when such arbitration proceedings are commenced. Nordic Arbitration's Best Practice Guidelines shall be taken into account. 5.5.3 The place of arbitration shall be Oslo, Norway, and the language of the arbitration shall be English. For and on behalf of Cool Company Ltd. ___/s/ Eduardo Maranhao For and on behalf of Golar LNG Limited ___/s/ Karl F. Staubo Name: Eduardo Maranhao Name: Karl F. Staubo Position: Director Position: CEO
Page 27 Schedule 1: THE VESSELS Vessel name Year of Delivery Cargo Capacity Flag IMO # Vessel Owner or Bareboat Charterer Golar Seal 2014 158,244 Marshall Islands 9626039 Golar Hull M2027 Corp. Golar Frost 2014 158,235 Marshall Islands 9624926 Golar Hull M2022 Corp. Golar Ice 2014 158,170 Marshall Islands 9655042 Golar LNG NB12 Corporation Golar Bear 2014 159,463 Marshall Islands 9654696 Golar LNG NB10 Corporation Golar Crystal 2015 158,228 Marshall Islands 9637325 Golar Hull M2048 Corporation Golar Glacier 2015 159,455 Marshall Islands 9654701 Golar LNG NB11 Corporation Golar Snow 2013 158,140 Marshall Islands 9624914 Golar Hull M2021 Corp. Golar Kelvin 2015 158,137 Marshall Islands 9635315 Golar Hull M2047 Corp. Schedule 2: THE SUBSIDIARIES AND COOLPOOLCO Name Jurisdiction Authorised Share Capital Vessel Golar Hull M2021 Corp. Marshall Islands 500 shares, no par value Golar Seal Golar Hull M2022 Corp. Marshall Islands 500 shares, no par value Golar Crystal Golar Hull M2048 Corp. Marshall Islands 500 shares, no par value Golar Ice Golar Hull M2027 Corp. Marshall Islands 500 shares, no par value Golar Bear Golar LNG NB12 Corporation Marshall Islands 500 shares, no par value Golar Frost Golar LNG NB10 Corporation Marshall Islands 500 shares, no par value Golar Glacier Golar Hull M2047 Corp. Marshall Islands 500 shares, no par value Golar Snow Golar LNG NB11 Corporation Marshall Islands 500 shares, no par value Golar Kelvin The Cool Pool Limited Marshall Islands 500 shares, no par value N/A Schedule 3 [*****] Schedule 4 [*****]
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. AMENDMENT AGREEMENT to a SHARE PURCHASE AGREEMENT dated 26 January 2022 between COOL COMPANY LTD. and GOLAR LNG LIMITED
This amendment agreement (the "Amendment Agreement") is made on this 25th day of February 2022 by and between: (1) COOL COMPANY LTD. (the "Company") and (2) GOLAR LNG LIMITED ("Golar") (hereinafter collectively referred to as the "Parties" and, individually, as a "Party" for the purpose of amending a share purchase agreement between the Parties dated 26 January, 2022 (the "SPA"). 1 Terms defined in the SPA shall have the meaning assigned to them therein when used in capitalised form in the following. The term "Agreement" shall, when used in the SPA, mean the SPA as amended by this Amendment Agreement. 2 The Parties note that the structure of the New Bank Loan as reflected in the New Bank Loan Agreement is different from that described in the definition of the New Bank Loan as the Company (rather than the Subsidiaries) will be the formal borrower whilst the Subsidiaries will be guarantors. Hence, it is agreed to change the definition so that it reads as follows: "New Bank Loan" means a senior secured loan facility of up to USD 570 mill. to be provided to the Company by the Finance Providers for the purpose of financing intra-group loans from the Company to the Subsidiaries (other than those party to the Continuing Lease Agreement) in order to assist them in the financing of either the purchase price for their respective Vessel on completion of their respective Purchase Option or the refinancing of the Existing Bank Loan. 3 The Parties recognise that Schedule 3 to the SPA was updated subsequent to the date of the Agreement. The correct Schedule 3 to the SPA (which is dated 31 January 2022) is attached hereto as Appendix 1. 4 The Parties recognise that the pairing of the Subsidiaries and the Vessels in Schedule 2 to the SPA was incorrect. A revised and correct version of Schedule 1 to the SPA is attached hereto as Appendix 2. 5 The Parties agree that the reference to "GOLAR FROST" in Clause 4.2 of the SPA shall be substituted with "GOLAR ICE". 6 The Parties have received and accepted the Audited Balance Sheet. Based on this it is agreed that the Purchase Price is [*****]. 7 The Parties note that: (i) the Audited Balance Sheet reflects that there were no Shareholder Loans outstanding from Golar to the Subsidiaries and/or CoolPoolCo at the Valuation Date; (ii) the Private Placement has been completed through the issue of 27.5 mill. new ordinary shares of USD 1 par value at a subscription price of USD 10 each, net proceeds from which are on account with DNB Bank ASA to be released by DNB Bank ASA and Clarksons Platou Securities AS for the purpose of funding the completion of the SPA (the "Available Funds");
(iii) the Company's shares have been listed on the Euronext Growth list with the first day of listing being 22 February 2022; (iv) the New Bank Loan Agreement has been executed on 17 February 2022 whereafter the New Bank Loan, subject to the Company complying with the conditions for drawdown set forth therein, is available to the Company; (v) Golar has obtained the agreement in principle to the termination of the Terminating Lease Agreements, formal consent being provided as and when the relevant Subsidiary and the relevant lessor sign the repurchase documentation with a closing date for such transaction being specified; (vi) Golar has sought consent to the change of control in the Subsidiaries party to the Continuing Lease Agreements, a formal response to this request is expected in early March; and (vii) the Transitional Services Agreement, the Pool Accession Deed and the Golar Loan Agreement have been executed by the parties thereto. 8 The SPA assumes that the Transaction shall be completed in one process which shall include the completion of the purchases of the Vessels pursuant to the Purchase Options and the refinancing of the Existing Bank Loan immediately subsequent to Completion. The Parties now recognise that it will be difficult to achieve this due to, inter alia: (i) the need to transfer title to the Vessels to be acquired by Subsidiaries pursuant to the Purchase Options whilst the Vessels are all in international waters or in a neutral tax jurisdiction to avoid any national tax or other charges; (ii) the fact that the Subsidiary Shares in the Subsidiaries parties to the Terminating Lease Agreements and the Existing Bank Loan are pledged to the lessors under the Terminating Lease Agreements and the lenders under the Existing Bank Loan, such pledges not being released unless and until the aforesaid lessors and lenders have received (or simultaneously with receiving) the amounts due to them pursuant to the exercise of the Purchase Options and the Existing Bank Loan; and (iii) the complexity associated with each, combined closing. The Parties have therefore agreed to complete the Transaction in successive completions (as described in Clause 9 below) and in a different sequence of steps than set out in the SPA (as described in Clauses 10, 11 and 12 below). 9 The Parties agree that the Transaction shall be completed by way of successive completions of the transfer of title to all of the Subsidiary Shares in each Subsidiary from Golar to the Company (each, a “Subsidiary Completion”). Each Subsidiary Completion shall be carried out by: a) the relevant Subsidiary exercising of its Purchase Option under its Terminating Lease Agreement and completing its purchase of its Vessel; or b) the relevant Subsidiary refinancing the Existing Bank Loan; or
c) the relevant Continuing Lessor approving the change of control in the relevant Subsidiary caused by the transfer of title to the Subsidiary Shares in the relevant Subsidiary to the Company; whichever alternative is relevant for the relevant Subsidiary Completion. It is furthermore agreed that the completion of the transfer of title to the Cool Pool Shares shall be completed as part of the last Subsidiary Completion. While 2 or more Subsidiary Completions may take place on the same date, they shall nevertheless be considered as individual processes successively completed. 10 The Parties have agreed to the distribution of the Purchase Price between the Subsidiaries as set forth in Appendix 3 hereto (each a “Subsidiary Purchase Price”). Further, it has been agreed that the Golar Subscription Amount (and thus the new shares in the Company to be issued in settlement thereof) shall be deemed to be payable by Golar in eight instalments of USD 15,562,000, each such instalment to be settled by set-off against Golar's subscription of 1,562,500 new common shares in the Company at a subscription price of USD 10 on each Subsidiary Completion. Appendix 3 identifies each Subsidiary Purchase Price and how settlement thereof by the Company shall be split between cash payment (the “Cash Payment”) and the issue of new shares in the Company (the “Share Settlement”) in each case payable to Golar. 11 Each Subsidiary Completion is subject to and conditional upon the following conditions being satisfied or waived (each Party may waive a condition to be performed by the other Party) by the Parties: (i) Golar shall have provided the Company with no less than 3 Banking Days’ notice (or if the lenders under the New Bank Loan have agreed to a shortened drawdown notice period, then such shortened notice period shall apply under this Agreement also) of the date of the Subsidiary Completion and the Subsidiary whose Subsidiary Shares are to be transferred to the Company by way of the designated Subsidiary Completion; (ii) Golar shall have a) agreed all terms and conditions for the purchase by the relevant Subsidiary of its Vessel from the counterparty to its Terminating Lease Agreement following an exercise of its Purchase Option thereunder, completion of such purchase taking place on the designated Subsidiary Completion Date; or b) submitted a prepayment notice to the lenders of the Existing Bank Loan and agreed that such prepayment shall take place on the designated Subsidiary Completion Date; c) agreed with the Continuing Lessor party to the relevant Subsidiary’s Continuing Lease Agreement, all terms and conditions for such Continuing Lessor’s consent to the change of control in the relevant Subsidiary, effective from the designated Subsidiary Completion Date, whichever alternative is relevant and all of which shall be on terms and conditions acceptable to the Company.
Copies of any and all such notices, consents and/or documents referred to above shall be provided by Golar to the Company. (iii) Golar having agreed, on terms acceptable to the Company, the conditions for the release by: a) the lessor party to the relevant Subsidiary’s Terminating Lease Agreement; or b) the lenders of the Existing Bank Loan; or c) the Continuing Lessor party to the relevant Subsidiary’s Continuing Lease Agreement; of the Subsidiary Shares in the relevant Subsidiary from the pledge they are subject to as an initial or simultaneous step in the Completion process so as to facilitate the transfer of title thereto from Golar to the Company; (iv) Golar shall, in relation to the Subsidiary Completion relevant to Golar LNG NB12 Corporation, provided evidence that the second priority mortgage held by Santander Asset Finance plc. over “GOLAR FROST” has been deleted and the second priority assignment in favour of Santander Asset Finance plc has been released; (v) the Parties shall have executed a contract note documenting their agreement on the sale and purchase of the Subsidiary Shares in the relevant Subsidiary for accounting and settlement purposes; (vi) the Company shall, in relation to the Subsidiary Completions relevant to the Subsidiaries not party to a Continuing Lease Agreement, have submitted a utilisation request to the Finance Providers for the amount available under the New Bank Loan in relation to the relevant Subsidiary; (vii) the Company shall have secured the release of such part of the Available Funds as shall be required, together with the amount to be drawn under the New Bank Loan (as per (v) above), to: a) either: (i) preposition with the lessor under the relevant Terminating Lease Agreement not later than 1 Business Day in advance of closing by way of conditional payment order (MT103/MT199) the amount required by it to settle its purchase of its Vessel on terms which shall include an instruction that if the fully signed, dated and timed protocol of delivery and acceptance in respect of the transfer of title of the Vessel to the relevant Subsidiary (including countersignature by the mortgagee under the New Bank Loan) is not provided to the beneficiary bank by a certain deadline, the funds shall be returned to the remitting bank. This shall be done by remitting the Company’s equity portion to Nordea Bank Abp filial I Norge as agent under the New Bank Loan in advance and instructing Nordea that these funds are to be included with the amount drawn under the New Bank Loan which is conditionally pre-positioned with the relevant lessor by Nordea Bank Abp filial i Norge pursuant to MT103/MT199; or (ii) repay the Existing Bank Loan,
(whichever is relevant); and b) make the Cash Payment to Golar for the relevant Subsidiary; (viii) Golar shall have provided the Company with a subscription form for the new shares in the Company which shall represent the Share Settlement for the relevant Subsidiary; (ix) each Party having complied to the other Party's satisfaction, with its obligations under the SPA and this Amendment Agreement; (x) all of the Warranties being true and correct in all respects; and (xi) all resolutions required to prepare for and complete the relevant Subsidiary Completion shall have been passed by the board of directors of the relevant Subsidiary and the Parties. 12 Each Subsidiary Completion shall follow the steps set out in the following: (i) Golar shall confirm that all conditions precedent (including any approvals) to: a) the closing of the relevant Subsidiary's purchase of its Vessel from the counterparty to its Terminating Lease Agreement and the termination thereof; or b) the repayment of the Existing Bank Loan by the relevant Subsidiary; or c) the continuation of the Continuing Lease Agreement to which the relevant Subsidiary is a party; whichever alternative is applicable to the relevant Subsidiary are satisfied or will be satisfied as part of the closing process and, accordingly, that this transaction is ready to close; (ii) Golar shall confirm that the share certificates evidencing the Subsidiary Shares of the relevant Subsidiary will be released by the party to which they are pledged (and will be delivered to the company secretary of the relevant Subsidiary for cancellation) so as to allow title to these to be transferred to the Company and a new share certificate in the name of the Company to be issued on the Subsidiary Completion; (iii) the Parties shall confirm that all of the conditions set forth in Clause 11 above have been complied with or waived by the Parties; (iv) the Company shall confirm that the funds required: a) to pay the purchase price for the relevant Subsidiary's Vessel; or, as the case may be, b) to prepay the Existing Bank Loan have been drawn under the New Bank Loan and, if required, released from the Available Funds and prepositioned for the closing of the purchase of the relevant Subsidiary's Vessel or, as the case may be, the prepayment of the Existing Bank Loan, such amount to be released as part of the closing of this transaction; (v) the Company shall, if the relevant Subsidiary is party to a Continuing Lease Agreement, confirm that the Company Lease Guarantee has been issued to the relevant Continuing Lessor as a basis for its consent to the change of control in the relevant Subsidiary;
(vi) the Company shall confirm that the funds required to pay the relevant Cash Settlement to Golar have been released from the Available Funds and thus are available to the Company for this purpose; (vii) the Company shall confirm receipt of the subscription form for the shares representing the Share Settlement; (viii) the relevant Subsidiary's: a) purchase of its Vessel; or b) repayment of the Existing Bank Loan; whichever alternative is relevant shall close or, alternatively, the Company shall conclude and sign whatever documentation required to document the continuation of the relevant Subsidiary's Continuing Lease Agreement; (ix) Golar shall, once this is released, arrange for the cancellation of the existing share certificate evidencing the Subsidiary Shares in the relevant Subsidiary and the issue of a new certificate in the name of the Company and deliver the same to the Company or the Company's order and shall arrange for the name of the Company to be entered in the register of members as the registered owner of those Subsidiary Shares; (x) the Company shall transfer the relevant Cash Settlement to Golar's bank account number 6037.04.41262 with Nordea Bank Abp, Filial i Norge; and (xi) the board of directors of the Company shall resolve to issue the relevant Settlement Shares to Golar in exchange for the relevant part of the Golar Subscription Amount and transfer the same to Golar's VPS account no. 0600.11.610718. 13 As for the Cool Pool Shares, title shall be transferred to the Company as part of the final Subsidiary Completion by Golar arranging for the cancellation of the current share certificate, the issue of a new certificate in the Company's name which shall be delivered to the Company and the entering of the Company's name in the relevant Subsidiary's register of members as the registered owner of those Subsidiary Shares. 14 If all of the Subsidiary Completions and the completion of the Cool Pool Shares acquisition have not occurred by the Long Stop Date, the Parties shall consider, discuss and seek to agree on an extension of the Long Stop Date. 15 All terms and conditions set forth in the SPA (including Clause 5) shall apply to this Amendment Agreement provided that, if there are any inconsistencies between the terms set out herein and the terms of the SPA, the terms set out herein shall prevail. Golar LNG Limited ___/s/ Karl F. Staubo Name: Karl F. Staubo Position: CEO Cool Company Ltd. ___/s/ Neil J. Glass Name: Neil J. Glass Position: Director
Schedule 3 Appendix 1 [*****] Schedule 2: Appendix 2 THE VESSELS Vessel name Year of Delivery Cargo Capacity Flag IMO # Vessel Owner or Bareboat Charterer Golar Bear 2014 158,244 Marshall Islands 9626039 Golar Hull M2027 Corp. Golar Crystal 2014 158,235 Marshall Islands 9624926 Golar Hull M2022 Corp. Golar Frost 2014 158,170 Marshall Islands 9655042 Golar LNG NB12 Corporation Golar Glacier 2014 159,463 Marshall Islands 9654696 Golar LNG NB10 Corporation Golar Ice 2015 158,228 Marshall Islands 9637325 Golar Hull M2048 Corporation Golar Kelvin 2015 159,455 Marshall Islands 9654701 Golar LNG NB11 Corporation Golar Seal 2013 158,140 Marshall Islands 9624914 Golar Hull M2021 Corp. Golar Snow 2015 158,137 Marshall Islands 9635315 Golar Hull M2047 Corp. Appendix 3 [*****]
Exhibit 8.1
The following table lists the Company’s significant subsidiaries as at April 14, 2022. Unless otherwise indicated, the Company owns a 100% controlling interest in each of the following subsidiaries.
Name | Jurisdiction of Incorporation | ||||
Gimi Holding Company Limited (1) | Bermuda | ||||
| Golar Shoreline LNG Limited | Bermuda | ||||
Golar Hilli LLC (2) | Marshall Islands | ||||
| Golar LNG Energy Limited | Bermuda | ||||
Golar Hilli Corp. (2) | Marshall Islands | ||||
| Golar LNG NB13 Corporation | Marshall Islands | ||||
| Golar LNG 2216 Corporation | Marshall Islands | ||||
| Golar Gandria N.V. | Curaçao | ||||
Gimi MS Corporation (3) | Marshall Islands | ||||
| Golar Management (Bermuda) Limited | Bermuda | ||||
| Golar Management Limited | United Kingdom | ||||
| Cool Company Management Ltd | United Kingdom | ||||
| Golar Management AS | Norway | ||||
| Cool Management AS (formerly known as Golar Management Norway AS) | Norway | ||||
| Golar Management Malaysia SDN. BHD. | Malaysia | ||||
| Cool Company Management SDN. BHD. | Malaysia | ||||
| Cool Company Management D.O.O (formerly known as Golar Management D.O.O) | Croatia | ||||
| Golar Viking Management D.O.O | Croatia | ||||
| Golar ML2 LLC | Bermuda | ||||
(1) In July 2019, Gimi Holding Company Limited was incorporated and is wholly owned by Golar LNG. In October 2019, Golar LNG transferred its ownership in Gimi MS Corporation to Gimi Holding Company Limited.
(2) In February 2018, Golar Hilli LLC was incorporated with Golar as sole member. In July 2018, shares in Golar Hilli Corp. (a 89% owned subsidiary of Golar Hilli LLC) were exchanged for Hilli Common Units, Series A Special Units and Series B Special Units.
(3) 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.
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: April 28, 2022
/s/ Karl Fredrik Staubo | |||||
| Karl Fredrik Staubo | |||||
| Principal Executive Officer | |||||
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: April 28, 2022
/s/ Eduardo Maranhão | |||||
| Eduardo Maranhão | |||||
| Principal Financial Officer | |||||
Exhibit 13.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 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: April 28, 2022
/s/ Karl Fredrik Staubo
_____________________________________________
Karl Fredrik Staubo
Principal Executive Officer
Exhibit 13.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 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: April 28, 2022
/s/ Eduardo Maranhão
_____________________________________________
Eduardo Maranhão
Principal Financial Officer
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
•Registration Statement (Form F-3 No. 333- 219095) of Golar LNG Limited and in the related Prospectus; and
•Registration Statement (Form S-8 No. 333-221666) pertaining to Long-Term Incentive Plan of Golar LNG Limited
of our reports dated April 28, 2022 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) for the year ended December 31, 2021.
/s/ Ernst & Young LLP
London, United Kingdom
April 28, 2022
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