0000919574-17-003437.txt : 20170414 0000919574-17-003437.hdr.sgml : 20170414 20170414105821 ACCESSION NUMBER: 0000919574-17-003437 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 55 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170414 DATE AS OF CHANGE: 20170414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Euronav NV CENTRAL INDEX KEY: 0001604481 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-36810 FILM NUMBER: 17762350 BUSINESS ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: 2000 BUSINESS PHONE: 32-3-247-44-11 MAIL ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: 2000 20-F 1 d7461142_20-f.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM 20-F
(Mark One)

[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
OR
  
     
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the fiscal year ended December 31, 2016
  
     
 
OR
  
     
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the transition period from _________________ to _________________
  
     
 
OR
  
     
[ ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
Date of event requiring this shell company report _________________
  
     
 
Commission file number 001-36810
  
     
     
 
EURONAV NV
  
 
(Exact name of Registrant as specified in its charter)
  
     
     
     
 
(Translation of Registrant's name into English)
  
     
     
 
Belgium
  
 
(Jurisdiction of incorporation or organization)
  
     
     
 
De Gerlachekaai 20, 2000 Antwerpen, Belgium
  
 
(Address of principal executive offices)
  
     
     
 
Hugo De Stoop, Tel: +32-3-247-4411, management@euronav.com,
 De Gerlachekaai 20, 2000 Antwerpen, Belgium
  
 
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)
  
     





Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class
  
Name of each exchange on which registered
Ordinary Shares, no par value,
 CUSIP B38564108
  
New York Stock Exchange
     

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE
(Title of class)

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2016, the issuer had 159,208,949 ordinary shares, no par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
X
  
No
    
           

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes
    
No
X
  
           

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
X
  
No
    
           



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
X
  
No
    
           

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See the definitions of "large accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 
Large accelerated filer  ☒
  
Accelerated filer  ☐
  
Non-accelerated filer  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

   
U.S. GAAP
     
X
  
International Financial Reporting Standards as issued by the international Accounting Standards Board
     
   
Other
     

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

   
Item 17
    
Item 18
           

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes
    
No
X
  
           



TABLE OF CONTENTS

 
   
Page
     
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
1
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
1
ITEM 3.
KEY INFORMATION
1
ITEM 4.
INFORMATION ON THE COMPANY
29
ITEM 4A.
UNRESOLVED STAFF COMMENTS
70
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
71
ITEM 6.
DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES
94
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
100
ITEM 8.
FINANCIAL INFORMATION
105
ITEM 9.
OFFER AND THE LISTING
106
ITEM 10.
ADDITIONAL INFORMATION
107
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
124
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
124
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
124
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
124
ITEM 15.
CONTROLS AND PROCEDURES
124
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
125
ITEM 16B.
CODE OF ETHICS
125
ITEM 16C.
PRINCIPAL ACCOUNTING FEES AND SERVICES
126
ITEM 16D.
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
126
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
127
ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
127
ITEM 16G.
CORPORATE GOVERNANCE
127
ITEM 16H.
MINE SAFETY DISCLOSURE
127
ITEM 17.
FINANCIAL STATEMENTS
127
ITEM 18.
FINANCIAL STATEMENTS
127
ITEM 19.
EXHIBITS
128
 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "target," "project," "likely," "may," "will," "would," "could" and similar expressions, terms, or phrases may identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include:
·
the strength of world economies and currencies;
·
general market conditions, including the market for crude oil and for our vessels, fluctuations in charter rates and vessel values;
·
availability of financing and refinancing;
·
our business strategy and other plans and objectives for growth and future operations;
·
our ability to successfully employ our existing and newbuilding vessels;
·
planned capital expenditures and availability of capital resources to fund capital expenditures;
·
our ability to realize the expected benefits from acquisitions;
·
potential liability from pending or future litigation;
·
general domestic and international political conditions;
·
potential disruption of shipping routes due to accidents or political events;
·
vessels breakdowns and instances of off-hire;
·
competition within our industry;
·
the supply of and demand for vessels comparable to ours;


·
corruption, piracy, militant activities, political instability, terrorism, ethnic unrest in locations where we may operate;
·
delays and cost overruns in construction projects;
·
our level of indebtedness;
·
our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;
·
our need for cash to meet our debt service obligations;
·
our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;
·
availability of skilled workers and the related labor costs;
·
compliance with governmental, tax, environmental and safety regulation;
·
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
·
general economic conditions and conditions in the oil and natural gas industry;
·
effects of new products and new technology in our industry;
·
the failure of counterparties to fully perform their contracts with us;
·
our dependence on key personnel;
·
adequacy of insurance coverage;
·
our ability to obtain indemnities from customers;
·
changes in laws, treaties or regulations; and
·
the volatility of the price of our ordinary shares.
These factors and the other risk factors described in this report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


PART I

ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
Throughout this report, all references to "Euronav," the "Company," "we," "our," and "us" refer to Euronav NV and its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars," "USD," "dollars," "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro," "EUR," and "€" are to the lawful currency of Belgium.
We refer to our "U.S. Shares" as those shares of the Company with no par value that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A, or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564 108.  We refer to our "Belgian Shares" as those shares of the Company with no par value that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338.  Our U.S. Shares and our Belgian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Articles of Association—Share Register."
A.           Selected Financial Data
 
The following tables set forth, in each case for the periods and as of the dates indicated, our selected consolidated financial data and other operating data as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012. The selected data is derived from our audited consolidated financial statements, except where noted, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.  The selected historical financial information presented in the tables below should be read in conjunction with and is qualified in its entirety by reference to our audited consolidated financial statements and the accompanying notes. The audited consolidated financial statements and the accompanying notes as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, 2015 and 2014 are included in this annual report.
1


   
Year Ended December 31,
  
Consolidated Statement of Profit or Loss Data
  
2016
    
2015
    
2014
    
2013
    
2012
  
(US$ in thousands, except per share data)
Revenue  
    
684,265
      
846,507
      
473,985
      
304,622
      
320,836
  
Gains on disposal of vessels/other tangible assets  
    
50,397
      
13,302
      
13,122
      
8
      
10,067
  
Other operating income  
    
6,996
      
7,426
      
11,411
      
11,520
      
10,478
  
Voyage expenses and commissions  
    
(59,560
)
    
(71,237
)
    
(118,303
)
    
(79,584
)
    
(72,100
)
Vessel operating expenses
    
(160,199
)
    
(153,718
)
    
(124,089
)
    
(105,911
)
    
(109,539
)
Charter hire expenses
    
(17,713
)
    
(25,849
)
    
(35,664
)
    
(21,031
)
    
(28,920
)
Losses on disposal of vessels  
    
(2
)
    
(8,002
)
    
−
      
(215
)
    
(32,080
)
Impairment on non-current assets held for sale  
    
−
      
−
      
(7,416
)
    
−
      
−
  
Loss on disposal of investments in equity accounted investees
    
(24,150
)
    
−
      
−
      
−
      
−
  
Depreciation tangible assets  
    
(227,664
)
    
(210,156
)
    
(160,934
)
    
(136,882
)
    
(146,881
)
Depreciation intangible assets  
    
(99
)
    
(50
)
    
(20
)
    
(76
)
    
(181
)
General and administrative expenses  
    
(44,051
)
    
(46,251
)
    
(40,565
)
    
(27,165
)
    
(30,797
)
Result from operating activities  
    
208,220
      
351,972
      
11,527
      
(54,714
)
    
(79,117
)
Finance income  
    
6,855
      
3,312
      
2,617
      
1,993
      
5,349
  
Finance expenses  
    
(51,695
)
    
(50,942
)
    
(95,970
)
    
(54,637
)
    
(55,507
)
Net finance expense  
    
(44,840
)
    
(47,630
)
    
(93,353
)
    
(52,644
)
    
(50,158
)
Share of profit (loss) of equity accounted investees (net of income tax)  
    
40,495
      
51,592
      
30,286
      
17,853
      
9,953
  
Profit (loss) before income tax  
    
203,875
      
355,934
      
(51,540
)
    
(89,505
)
    
(119,322
)
Income tax benefit/(expense)  
    
174
      
(5,633
)
    
5,743
      
(178
)
    
726
  
Profit (loss) for the period  
    
204,049
      
350,301
      
(45,797
)
    
(89,683
)
    
(118,596
)
Attributable to:
                                        
Owners of the Company  
    
204,049
      
350,301
      
(45,797
)
    
(89,683
)
    
(118,596
)
Basic earnings per share  
    
1.29
      
2.25
      
(0.39
)
    
(1.79
)
    
(2.37
)
Diluted earnings per share  
    
1.29
      
2.22
      
(0.39
)
    
(1.79
)
    
(2.37
)

2


Consolidated Statement of Financial Position Data (at Period End)
  
Year Ended December 31,
  
(US$ in thousands, except for per share and fleet data)
  
2016
    
2015
    
2014
    
2013
    
2012
  
Cash and cash equivalents  
    
206,689
      
131,663
      
254,086
      
74,309
      
113,051
  
Vessels  
    
2,383,163
      
2,288,036
      
2,258,334
      
1,434,800
      
1,592,837
  
Vessels under construction  
    
86,136
      
93,890
      
−
      
−
      
−
  
Current and non-current bank loans  
    
1,085,562
      
1,052,448
      
1,234,329
      
847,763
      
911,474
  
Equity attributable to Owners of the Company  
    
1,887,956
      
1,905,749
      
1,472,708
      
800,990
      
866,970
  
Cash flow data
                                        
Net cash inflow/(outflow)
                                        
Operating activities  
    
438,202
      
450,532
      
14,782
      
(8,917
)
    
69,812
  
Investing activities  
    
(100,615
)
    
(205,873
)
    
(1,023,007
)
    
28,114
      
(86,986
)
Financing activities  
    
(261,160
)
    
(365,315
)
    
1,189,021
      
(57,384
)
    
(33,117
)
Fleet Data (Unaudited)
                                        
VLCCs
                                        
Average number of vessels(1)  
    
30
      
27
      
20
      
11
      
13
  
Calendar days(2)  
    
10,770
      
9,860
      
7,450
      
4,085
      
4,940
  
Vessel operating days(3)  
    
10,553
      
9,645
      
7,294
      
4,036
      
4,891
  
Available days(4)  
    
10,691
      
9,780
      
7,391
      
4,044
      
4,910
  
Fleet utilization(5)  
    
98.7
%
    
98.6
%
    
98.7
%
    
99.8
%
    
99.6
%
Daily TCE charter rates(6)  
  
$
42,243
    
$
52,802
    
$
27,189
    
$
25,785
    
$
23,510
  
Daily vessel operating expenses(7)  
  
$
9,078
    
$
9,935
    
$
8,565
    
$
8,178
    
$
7,761
  
Suezmaxes
                                        
Average number of vessels(1)  
    
19
      
19
      
19
      
19
      
18
  
Calendar days(2)  
    
7,002
      
6,885
      
6,937
      
6,848
      
6,588
  
Vessel operating days(3)  
    
6,751
      
6,780
      
6,774
      
6,661
      
6,436
  
Available days(4)  
    
6,882
      
6,806
      
6,895
      
6,664
      
6,489
  
Fleet utilization(5)  
    
98.1
%
    
99.6
%
    
98.2
%
    
100.0
%
    
99.2
%
Daily TCE charter rates(6)  
  
$
27,114
    
$
39,689
    
$
24,490
    
$
19,284
    
$
21,052
  
Daily vessel operating expenses(7)  
  
$
8,845
    
$
8,288
    
$
8,073
    
$
7,753
    
$
7,868
  
Average daily general and administrative expenses per vessel—owned tanker segment only(8)  
  
$
2,489
    
$
2,790
    
$
2,820
    
$
2,485
    
$
2,672
  
Other data
                                        
EBITDA (unaudited)(9)  
  
$
476,478
    
$
613,770
    
$
202,767
    
$
100,096
    
$
77,898
  
Adjusted EBITDA (unaudited)(10)  
  
$
503,679
    
$
648,190
    
$
239,176
    
$
138,853
    
$
120,719
  
Time charter equivalents revenues (unaudited)
  
$
628,842
    
$
778,368
    
$
364,211
    
$
232,519
    
$
250,476
  
Basic weighted average shares outstanding  
    
158,262,268
      
155,872,171
      
116,539,017
      
50,230,438
      
50,000,000
  
Diluted weighted average shares outstanding  
    
158,429,057
      
157,529,562
      
116,539,017
      
50,230,438
      
50,000,000
  

(1)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was part of our fleet during the period divided by the number of calendar days in that period.
(2)
Calendar days are the total days the vessels were in our possession for the relevant period, including off-hire days associated with major repairs, drydockings or special or intermediate surveys.
3


(3)
Vessel operating days are the total days our vessels were in our possession for the relevant period net of all off-hire days (scheduled and unscheduled).
(4)
Available days are the total days our vessels were in our possession for the relevant period net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys.
(5)
Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days and is determined by dividing Vessel operating days by available days for the relevant period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or intermediate or vessel positioning.
(6)
Time Charter Equivalent, or TCE, (a non-IFRS measure) is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating the TCE rate is consistent with industry standards and is determined by dividing total voyage revenues less voyage expenses by vessel operating days for the relevant time period. The period over which voyage revenues are recognized commences at the time the vessel leaves the port at which she discharged her cargo related to her previous voyage (or as the case may be when a vessel is leaving a yard at which she went to drydock or in the case of a newbuilding or a newly acquired vessel as from the moment the vessel is available to take a cargo). The period ends at the time that discharge of cargo is completed. Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. We may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. The TCE rate is not a measure of financial performance under IFRS (non-IFRS measure), and should not be considered as an alternative to voyage revenues, the most directly comparable IFRS measure, or any other measure of financial performance presented in accordance with IFRS. However, TCE rate is standard shipping industry performance measure used primarily to compare period-to-period changes in a company's performance and assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rates may not be comparable to that reported by other companies.
(7)
Daily vessel operating expenses, or DVOE, (a non-IFRS measure) is calculated by dividing direct vessel expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance and maintenance and repairs, by calendar days for the relevant time period.
(8)
Average daily general and administrative expenses are calculated by dividing general and administrative expenses by calendar days for our owned tanker segment and relevant time period. Average daily general and administrative expenses are lower when our jointly-owned vessels are included in this calculation.
(9)
EBITDA (a non-IFRS measure) represents operating earnings before interest expense, income taxes and depreciation expense attributable to us. EBITDA is presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or as a measure of profitability or liquidity. The definition of EBITDA used here may not be comparable to that used by other companies.
(10)
Adjusted EBITDA (a non-IFRS measure) represents operating earnings (including the share of EBITDA of equity accounted investees) before interest expense, income taxes and depreciation expense attributable to us. Adjusted EBITDA provides investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods as the shipping industry is a capital intensive industry which often brings significant cost of financing. We also believe that Adjusted EBITDA is useful to investors and equity analysts as a measure of our operating performance that can be readily compared to other companies and we use Adjusted EBITDA in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Adjusted EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from operating activities prepared in accordance with IFRS as issued by the IASB or any other measure of operating performance. The definition of Adjusted EBITDA used here may not be comparable to that used by other companies.
4


The following table reflects the calculation of our TCE rates for the years ended December 31, 2016, 2015, 2014, 2013 and 2012:
   
2016
    
2015
    
2014
    
2013
    
2012
  
VLCC
                              
Net VLCC revenues for all employment types
  
$
445,792,653
    
$
509,277,925
    
$
198,316,363
    
$
104,068,875
    
$
114,987,548
  
Total VLCC operating days  
    
10,553
      
9,645
      
7,294
      
4,036
      
4,891
  
Daily VLCC TCE Rate  
  
$
42,243
    
$
52,802
    
$
27,189
    
$
25,785
    
$
23,510
  
SUEZMAX
                                        
Net Suezmax revenues for all employment types  
  
$
183,049,801
    
$
269,090,422
    
$
165,894,436
    
$
128,449,941
    
$
135,488,742
  
Total Suezmax operating days  
    
6,751
      
6,780
      
6,774
      
6,661
      
6,436
  
Daily Suezmax rate  
  
$
27,114
    
$
39,689
    
$
24,490
    
$
19,284
    
$
21,052
  
Tanker Fleet
                                        
Net Tanker fleet revenues for all employment type  
  
$
628,842,454
    
$
778,368,347
    
$
364,210,799
    
$
232,518,816
    
$
250,476,290
  
Total Fleet operating days  
    
17,304
      
16,425
      
14,068
      
10,697
      
11,327
  
Daily Fleetwide TCE  
  
$
36,341
    
$
47,389
    
$
25,889
    
$
21,737
    
$
22,113
  


The following table reflects the calculation of our net revenues for the years ended December 31, 2016, 2015, 2014, 2013 and 2012:
 
   
Year Ended December 31,
  
(US$ in thousands)
  
2016
    
2015
    
2014
    
2013
    
2012
  
 
Voyage charter revenues  
  
$
544,038
    
$
720,416
    
$
341,867
    
$
171,226
    
$
175,947
  
Time charter revenues  
  
$
140,227
    
$
126,091
    
$
132,118
    
$
133,396
    
$
144,889
  
                                         
Subtotal revenue  
  
$
684,265
    
$
846,507
    
$
473,985
    
$
304,622
    
$
320,836
  
Other income  
  
$
6,996
    
$
7,426
    
$
11,411
    
$
11,520
    
$
10,478
  
                                         
Total operating revenues  
  
$
691,261
    
$
853,933
    
$
485,396
    
$
316,142
    
$
331,314
  
Less:
                                        
Other Income*
  
$
(2,858
)
  
$
(4,328
)
  
$
(2,882
)
  
$
(4,039
)
  
$
(8,738
)
Tanker Fleet                                         
Net Tanker Fleet Revenues reconciliation
                                        
Share of total Revenues attributable to ships owned by Euronav*  
  
$
688,403
    
$
849,605
    
$
482,514
    
$
312,103
    
$
322,576
  
less voyage expenses and commissions  
  
$
(59,560
)
  
$
(71,237
)
  
$
(118,303
)
  
$
(79,584
)
  
$
(72,100
)
                                         
Net Total tanker fleet  
  
$
628,843
    
$
778,368
    
$
364,211
    
$
232,519
    
$
250,477
  
of which Net VLCC Revenues for all employment types  
  
$
445,793
    
$
509,278
    
$
198,316
    
$
104,069
    
$
114,988
  
of which Net Suezmax Revenues for all employment types  
  
$
183,050
    
$
269,090
    
$
165,895
    
$
128,450
    
$
135,489
  

*          Some revenues are excluded because these do not relate directly to vessels, such as rental income and insurance rebates.
5



   
Year Ended December 31,
  
   
2016
    
2015
    
2014
    
2013
    
2012
  
EBITDA Reconciliation (unaudited)
                              
Profit (loss) for the period  
  
$
204,049
    
$
350,301
    
$
(45,797
)
  
$
(89,683
)
  
$
(118,596
)
plus Net finance expenses  
  
$
44,840
    
$
47,630
    
$
93,353
    
$
52,644
    
$
50,158
  
plus Depreciation of tangible and intangible assets  
  
$
227,763
    
$
210,206
    
$
160,954
    
$
136,957
    
$
147,062
  
plus Income tax expense/(benefit)  
  
$
(174
)
  
$
5,633
    
$
(5,743
)
  
$
178
    
$
(726
)
                                         
EBITDA (unaudited)  
  
$
476,478
    
$
613,770
    
$
202,767
    
$
100,096
    
$
77,898
  


   
Year Ended December 31,
  
   
2016
    
2015
    
2014
    
2013
    
2012
  
Adjusted EBITDA Reconciliation (unaudited)
                              
Profit (loss) for the period
  
$
204,049
    
$
350,301
    
$
(45,797
)
  
$
(89,683
)
  
$
(118,596
)
plus Net finance expenses  
  
$
44,840
    
$
47,630
    
$
93,353
    
$
52,644
    
$
50,158
  
plus Net finance expenses JV  
  
$
3,212
    
$
5,288
    
$
7,351
    
$
8,352
    
$
12,370
  
plus Depreciation of tangible and intangible assets
  
$
227,763
    
$
210,206
    
$
160,954
    
$
136,957
    
$
147,062
  
plus Depreciation of tangible and intangible assets JV
  
$
23,774
    
$
29,314
    
$
29,058
    
$
30,405
    
$
30,451
  
plus Income tax expense/(benefit)
  
$
(174
)
  
$
5,633
    
$
(5,743
)
  
$
178
    
$
(726
)
plus Income tax expense/(benefit) JV  
  
$
215
    
$
(182
)
  
$
−
    
$
−
    
$
−
  
                                         
Adjusted EBITDA (unaudited)  
  
$
503,679
    
$
648,190
    
$
239,176
    
$
138,853
    
$
120,719
  

B.          Capitalization and Indebtedness
Not applicable.
C.          Reasons for the Offer and Use of Proceeds
Not applicable.
D.          Risk Factors
The following risks relate principally to us and our business and the industry in which we operate, the securities market and ownership of our securities, including our ordinary shares. The occurrence of any of the risk factors described below could significantly and negatively affect our business, financial condition or operating results, which may reduce our ability to pay dividends and lower the trading price of our ordinary shares.
6


Risk Factors Relating to Our Industry

The tanker industry is cyclical and volatile, which may lead to reductions and volatility in the charter rates we are able to obtain, in vessel values and in our earnings and available cash flow.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. For example, during the six year period from 2010 through 2015, time charter equivalent, or TCE, spot rates for a VLCC trading between the Middle East Gulf and Japan ranged from rates below operating expenses to a high of $115,780 per day. This volatility continued in 2016, with average monthly rates on the same route fluctuating between $20,698 to $52,250 per day. A worsening of the current global economic conditions may adversely affect our ability to charter or recharter our vessels or to sell them on the expiration or termination of their charters, or any renewal or replacement charters that we enter into may not be sufficient to allow us to operate our vessels profitably. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.
The factors that influence demand for tanker capacity include:
·
supply and demand for energy resources and oil and petroleum products;
·
competition from, and supply and demand for, alternative sources of energy;
·
regional availability of refining capacity and inventories;
·
global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes;
·
the distance over which the oil and the oil products are to be moved by sea;
·
changes in seaborne and other transportation patterns;
·
environmental and other legal and regulatory developments;
·
weather and natural disasters; and
·
international sanctions, embargoes, import and export restrictions, nationalizations and wars.
The factors that influence the supply of tanker capacity include:
·
demand for alternative sources of energy;
·
the number of newbuilding deliveries;
·
the scrapping rate of older vessels;
·
conversion of tankers to other uses;
·
the number of vessels that are out of service;
·
environmental concerns and regulations; and
·
port or canal congestion.
7


Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies' capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution.
Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our vessels and services in transporting oil derives primarily from demand for Arabian Gulf, West African, North Sea and Caribbean crude oil, which, in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil. The world's oil markets have experienced high levels of volatility in the last 25 years. In 2016, crude oil reached a high of $54.06 per barrel (WTI)/$56.82 per barrel (Brent) and a low of $26.21 per barrel (WTI)/$27.88 per barrel (Brent). As of April 4, 2017, crude oil was $50.99 per barrel (WTI)/$54.08 per barrel (Brent).
Any decrease in shipments of crude oil from the above-mentioned geographical areas could have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:
·
increased crude oil production from other areas, including the exploitation of shale reserves in the United States and the growth in its domestic oil production and exportation;
·
increased refining capacity in the Arabian Gulf or West Africa;
·
increased use of existing and future crude oil pipelines;
·
a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;
·
armed conflict in the Arabian Gulf and West Africa and political or other factors;
·
trade embargoes or other economic sanctions by the United States and other countries (including the economic sanctions against Russia as a result of increased political tension due to the situation in the Ukraine); and
·
the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.
In addition, conditions affecting the economy of the United States and the world economies such as China may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.
An over-supply of tanker capacity may lead to a reduction in charter rates, vessel values, and profitability.

The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for seaborne transportation of such energy resources, and the current and expected purchase orders for newbuildings. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity decreases or does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and available cash and our ability to comply with the covenants in our loan agreements.
8


Our growth in the offshore floating, storage and offloading (FSO) sector depends on the level of activity in the offshore oil and natural gas industry, which is significantly affected by, among other things, volatile oil and natural gas prices, and may be materially and adversely affected by a decline in the offshore oil and natural gas industry.

The offshore production, storage and export industry is cyclical and volatile. Our growth strategy is partially based on expansion in the offshore FSO sector, which depends on the level of activity in oil and natural gas exploration, development and production in offshore areas worldwide. The availability of quality FSO prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers' FSO programs. Oil and natural gas prices and market expectations of potential changes in these prices also significantly affect this level of activity and demand for offshore units.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.
Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, the Gulf of Guinea and in the Gulf of Aden off the coast of Somalia. Over the past few years, the frequency of piracy incidents in the Gulf of Aden and in the Indian Ocean has decreased significantly, whereas there has been an increase in the South China Sea while the situation in the Gulf of Guinea has now more or less stabilized. If these piracy attacks occur in regions in which our vessels are deployed being characterized by insurers as "enhanced risk" zones, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, as well as costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. Since 2008, there has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.
As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
9


If economic conditions throughout the world continue to be volatile, it could impede our operations.

Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the world economy continues to face a number of new challenges, including the effects of lower oil prices, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U., and softening growth in China. There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our results of operations and cash flows.
The economies of the United States, the E.U. and other parts of the world continue to experience relatively slow growth and exhibit weak economic trends. The credit markets in the United States and Europe have experienced significant contraction, de-leveraging and reduced liquidity, and the U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile. Since 2008, lending by financial institutions worldwide remains at significantly lower levels than in the period preceding 2008.
We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with the concurrent decline in charter rates and vessel values, may have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline.
The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was established on September 27, 2012 to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and gas and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.
Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on third-parties to provide supplies and services necessary for our operations, including equipment suppliers, caterers and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels and FSOs. Furthermore, many of our suppliers are U.S. companies or non-U.S. subsidiaries owned or controlled by U.S. companies, which means that in the event a U.S. supplier was debarred or otherwise restricted by the U.S. government from delivering products, our ability to supply and service our operations could be materially impacted. In addition, through regulation and permitting, certain foreign governments effectively restrict the number of suppliers and technicians available to supply and service our operations in those jurisdictions, which could materially impact our operations and financial condition.
10


Our international operations expose us to additional costs and legal and regulatory risks, which could have a material adverse effect on our business, results of operations and financial conditions
We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex local, foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (particularly with respect to the recent invalidation of the United States-European Union safe harbor by the European Court of Justice), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. laws such as the FCPA and other U.S. federal laws and regulations established by the office of Foreign Asset Control, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.
Given the high level of complexity of these laws, there is a risk that we may inadvertently breach some provisions. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition.
We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect our business, results of operations, cash flows, financial condition, and our available cash.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, the United States or U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Marine Transportation Security Act of 2002, or the MTSA, European Union or E.U., regulations, regulations of the United Nations International Maritime Organization, or the IMO, including the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, and the International Ship and Port Facility Security Code, or the ISPS Code. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.
These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-nautical mile exclusive economic zone around the U.S. (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war). An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under international and U.S. federal, state and local laws, as well as third-party damages, including punitive damages, and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
Recent action by the IMO's Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.
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If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS.
Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard, or the USCG and E.U. authorities have indicated that vessels not in compliance with the ISM Code by the applicable deadlines will be prohibited from trading in U.S. and E.U. ports.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (Discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.
Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates and economic life of vessels. Many of these items have historically experienced volatility.
We evaluate the recoverable amount as the higher of fair value less costs to sell and value in use. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. For the years ended December 31, 2016 and 2015, we evaluated the recoverable amount of our vessels and we did not recognize an impairment loss. Any impairment charge incurred as a result of further declines in charter rates could negatively affect our business, financial condition, operating results or the trading price of our ordinary shares.
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We operate our vessels worldwide and as a result, our vessels are exposed to international risks and inherent operational risks of the tanker industry, which may adversely affect our business and financial condition.

The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather, and acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These events may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, and market disruptions, delay or rerouting, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs and maintenance are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.
In addition, international shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
We may be subject to risks inherent in the conversion of vessels into FSOs and the operation of FSO activities.

Our FSO activities are subject to various risks, including delays, cost overruns, unavailability of supplies, employee negligence, defects in machinery, collisions, service damage to vessels, damage or loss to freight, piracy or strikes. In case of delays in delivering FSO under service contract to the end-user, contracts can be amended and/or cancelled. Moreover, the operation of FSO vessels is subject to the inherent possibility of maritime disasters, such as oil spills and other environmental accidents, and to the obligations arising from the ownership and management of vessels in international trade. We have established current insurance against possible accidents and environmental damage and pollution that complies with applicable law and standard practices in the sector. However, there is no guarantee that such insurance will remain available at rates which are regarded as reasonable by us or that such insurance will remain sufficient to cover all losses incurred or the cost of each compensation claim made against us, or that our insurance policies will cover the loss of income resulting from a vessel becoming non-operational. Should compensation claims be made against us, our vessels may be impounded or subject to other judicial procedures, which would adversely affect our results of operations and financial condition.
If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
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Our labor costs and the operating restrictions that apply to us could increase as a result of collective bargaining negotiations and changes in labor laws and regulations, and disputes resulting in work stoppages, strikes, or disruptions could adversely affect our business.

The majority of our employees (land-based and offshore) are represented by collective bargaining agreements in Belgium, Greece, France and the Philippines. For a limited number of vessels, the employment of onboard staff is based on internationally negotiated collective bargaining agreements. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. In addition, as part of our legal obligations, we are required to contribute certain amounts to retirement funds and pension plans (with insurance companies or integrated in a national social security scheme) and are bound to legal restrictions in our ability to dismiss employees. Any disagreements concerning ordinary or extraordinary collective bargaining may damage our reputation and the relationship with our employees and lead to labor disputes, including work stoppages, strikes and/or work disruptions, which could hinder our operations from being carried out normally, and if not resolved in a timely cost-effective manner, could have a material effect on our business.
World events could affect our results of operations and financial condition.

We conduct most of our operations outside of the U.S. and Belgium. Our business, results of operations, cash flows, financial condition and available cash may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Continuing conflicts and recent developments in North Korea, the Middle East, including Syria and Egypt, and North Africa, including Libya, and the presence of the U.S. and Belgium and other armed forces in Afghanistan may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further world economic instability and uncertainty in global financial markets. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. Future terrorist attacks could result in increased volatility of the financial markets and negatively impact the U.S. and global economy. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our business, financial condition, results of operations and available cash.
For the future, The United Kingdom's decision in a June 23, 2016 referendum to leave the European Union (EU), formalized on March 29, 2017 by triggering Article 50 of the Lisbon Treaty, will involve lengthy negotiations and the uncertain outcome of which could increase volatility in the markets and could increase our regulatory compliance costs.
If our vessels call on ports located in countries that are subject to sanctions and embargos imposed by the U.S. or other governments that could adversely affect our reputation and the market for our ordinary shares.

The U.S. government and other authorities have made certain countries subject to sanctions and embargoes or have identified countries or other authorities as state sponsors of terrorism, such as Iran, Sudan and Syria. From time to time on charterers' instructions, our vessels may, always to the extent permitted under such sanctions and embargoes, call on ports located in such countries. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or "CISADA," which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions on companies such as ours and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.
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In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the U.S., including conducting business in US dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the U.S. to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.
On November 24, 2013, the P5+1 (the U.S., United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action," or JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and E.U. would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and the E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals and automotive industries from January 20, 2014 until July 20, 2014. The JPOA was subsequently extended twice.
On July 14, 2015, the P5+1 and the E.U. announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program, or the JCPOA, which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and does not involve U.S. persons.  On January 16, 2016, or the Implementation Day, the U.S. joined the E.U. and the United Nations in lifting a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or IAEA, that Iran had satisfied its respective obligations under the JCPOA.
U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time.  Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders.  These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.
In addition, charterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may soon be the subject of sanctions imposed by the Obama administration and/or the E.U. or other international bodies. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such sanctions, we may suffer reputational harm and our results of operations may be adversely affected.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations, and with respect to the JCPOA, the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JCPOA. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our ordinary shares may adversely affect the price at which our ordinary shares trades. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our ordinary shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition.
Maritime claimants could arrest our vessels, which would have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, secured lenders, and other parties may be entitled to a maritime lien against the relevant 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. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay large sums of money to have the arrest lifted, which would have a negative effect on our cash flows.
In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, 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. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our ships.
Governments could requisition our vessels during a period of war or emergency, which may negatively impact our business, financial condition, results of operations and available cash.

A government could requisition one or more of our vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and available cash.
Technological innovation could reduce our charterhire income and the value of our vessels.

The charterhire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charterhire payments we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our results of operations and financial condition could be adversely affected.
Risk Factors Relating to Our Company

We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.

As of April 4, 2017, we employed 39 of our vessels in either the spot market or in a spot market-oriented tanker pool, including the Tankers International Pool, or the TI Pool, a spot market-oriented pool in which we were a founding member in 2000, exposing us to fluctuations in spot market charter rates. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. For example, over the past seven years, VLCC spot market rates expressed as a time charter equivalent have ranged from negative values to a high of $115,780 per day, and in April 2017 are so far averaging $16,097 per day on the benchmark route between the Middle East Gulf and Japan. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.
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We may not be able to renew or obtain new and favorable charters for our vessels whose charters are expiring or are terminated, which could adversely affect our revenues and profitability.

Our ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected. As of April 4, 2017, we employed 12 vessels on time charters, six of which expire in 2017 and six of which expire in 2018.
The markets in which we compete experience fluctuations in the demand. Upon the expiration or termination of their current charters, we may not be able to obtain charters for our vessels currently employed and there may be a gap in employment of the vessels between current charters and subsequent charters. In particular, if oil and natural gas prices are low, or if it is expected that such prices will decrease in the future, at a time when we are seeking to arrange charters for our vessels, we may not be able to obtain charters at attractive rates or at all.
If the charters which we receive for the reemployment of our current vessels are less favorable, we will recognize less revenue from their operations. Our ability to meet our cash flow obligations will depend on our ability to consistently secure charters for our vessels at sufficiently high charter rates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing charters or we may be forced to enter into charters at unattractive rates, which would adversely affect our results of operations and financial condition.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including shipbuilding contracts, credit facilities, charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels and various expenses. For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The failure of our charterers to meet their obligations under our charter agreements, on which we depend for our revenues, could cause us to suffer losses or otherwise adversely affect our business.

The ability and willingness of each of our counterparties to perform their obligations under a time charter, spot voyage or other agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker shipping industry and the overall financial condition of the counterparties. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charters. Our customers may fail to pay charterhire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates given currently decreased tanker charter rate levels. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and compliance with covenants in our credit facilities.
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Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

We are currently party to shipbuilding contracts with Hyundai Heavy Industries Co. Ltd. in South Korea, or Hyundai, for the construction of two newbuilding Suezmax vessels, for an aggregate purchase price of $124.2 million. These vessels are expected to be delivered to us in the first half of 2018. We may, in the future, enter into additional construction contracts or purchase vessels that are under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.
If for any reason we default under our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realizing potential revenues from these vessels, we could also lose all or a portion of our investment and we could be liable for penalties and damages under such contracts.
In addition, in the event a shipyard does not perform under its contract, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.
If we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth.

One of our strategies is to continue to grow by expanding our operations and adding to our fleet at attractive points in the cycle, including through strategic alliances or joint ventures. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:
·
identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;
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obtain financing;
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manage relationships with customers and suppliers;
·
identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;
·
integrate any acquired tankers or businesses successfully with our then-existing operations;
·
attract, hire, train, integrate and retain qualified, highly trained personnel and crew to manage and operate our growing business and fleet;
·
identify additional new markets;
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enhance our customer base;
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improve our operating, financial and accounting systems and controls; and
·
obtain required financing for our existing and new operations.
Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations. We may incur unanticipated expenses as an operating company. Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet. Finally, additional acquisitions may require additional equity issuances or debt issuances, both of which could reduce our cash flow. If we are unable to execute the points noted above, our financial condition may be adversely affected.
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Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our commercial and technical managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.
An increase in operating costs would decrease earnings and available cash.

Under time charters the charterer is responsible for voyage expenses and the owner is responsible for the vessel operating costs. Under our spot charters, we are responsible for vessel operating expenses. When our owned vessels are operated in the spot market, we are also responsible for voyage expenses and vessel costs. Our vessel operating expenses include the costs of crew, provisions, deck and engine stores, insurance and maintenance and repairs, which expenses depend on a variety of factors, many of which are beyond our control. Voyage expenses include bunkers (fuel), port and canal charges. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.
Changes in fuel, or bunkers, prices may adversely affect our profits.

Fuel, or bunkers, is typically the largest expense in our shipping operations for our vessels which operate on voyage charter and changes in the price of fuel may therefore adversely affect our profitability. The price and supply of fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce our profitability. We currently do not hedge our exposure to the fluctuating price of bunkers.
If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker market, which would negatively affect our financial condition and our ability to expand our business.

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive and reduced demand for transportation of oil and oil products could lead to increased competition. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to the charterers. We will have to compete with other tanker owners, including major oil companies as well as independent tanker companies.
Our market share may decrease in the future. If we expand our business or provide new services in new geographic regions, we may not be able to compete profitably. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.
A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2016, Valero Energy Corporation, or Valero, accounted for 10%, Total S.A., or Total, accounted for 10% and Petroleo Brasileiro S.A. accounted for 4% of our total revenues in our tankers segment. In addition, our only FSO customer as of December 31, 2016 was Maersk Oil Qatar AS, or Maersk Oil. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer's failure to make charter payments to us because of financial inability, disagreements with us or otherwise. The ability of each of our counterparties to perform its obligations under a charter with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the tanker industry and the overall financial condition of the counterparty. Should a counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under that charter and could sustain losses, which could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends, if any.
In addition, a charterer may exercise its right to terminate the charter if, among other things:
·
the vessel suffers a total loss or is damaged beyond repair;
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·
we default on our obligations under the charter, including prolonged periods of vessel off-hire;
·
war or hostilities significantly disrupt the free trade of the vessel;
·
the vessel is requisitioned by any governmental authority; or
·
a prolonged force majeure event occurs, such as war or political unrest, which prevents the chartering of the vessel.
In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications. For example, charterhire may be reduced if the average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period.
If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favorable to us as our current charters, or at all. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charterhire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.
Our FSO service contracts may not permit us to fully recoup our cost increases in the event of a rise in expenses.

Our FSO service contracts have dayrates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to recompense us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions. In addition, the adjustments are normally performed on an annual basis. For these reasons, the timing and amount received as a result of the adjustments may differ from the timing and amount of expenditures associated with actual cost increases, which could adversely affect our results of operations and financial condition and ability to pay dividends, if any, to our shareholders.
Currently, we operate our FSOs only offshore Qatar, which has fields whose production lives deplete over time and as a result, overall activity may decline faster than anticipated.

We currently operate our FSOs only offshore Qatar, which has fields whose production lives deplete over time, and as a result, the overall activity in such fields may decline faster than anticipated. There are increased costs associated with retiring old oil and gas installations, which may threaten to slow the development of the region's remaining resources.
The purchase and operation of secondhand vessels expose us to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our current business strategy includes additional growth through the acquisition of new and secondhand vessels. While we try to inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, since older vessels may be less desirable to charterers.
Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
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We will be required to make additional capital expenditures to expand the number of vessels in our fleet and to maintain all our vessels, which will be dependent on additional financing.

Our business strategy is based in part upon the expansion of our fleet through the purchase of additional vessels at attractive points in the cycle. If we are unable to fulfill our obligations under any memorandum of agreement or newbuilding construction contract for future vessel acquisitions, the sellers of such vessels may be permitted to terminate such contracts and we may forfeit all or a portion of the down payments we already made under such contracts and we may be sued for any outstanding balance.
In addition, we will incur significant maintenance costs for our existing and any newly-acquired vessels. A newbuilding vessel must be drydocked within five years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs. We estimate the cost to drydock a vessel to be between $750,000 and $2,000,000, depending on the size and condition of the vessel and the location of drydocking and the special surveys to be performed.
We may be required to make significant investments in ballast water management which may have a material adverse effect on our future performance, results of operations, and financial position.

The International Convention for the Control and Management of Vessels' Ballast Water and Sediments, or the BWM Convention, aims to prevent the spread of harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control of ships' ballast water and sediments. The BWM Convention calls for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits.  Investments in ballast water treatment may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, at the end of a vessel's useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition, and available cash.
 
If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and available cash per share would be adversely affected. Any funds set aside for vessel replacement will reduce available cash.
Our ability to obtain additional financing may be dependent on the performance and creditworthiness of our then existing charters.
The actual or perceived credit quality of our charterers and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may materially affect our results of operation and our ability to implement our business strategy.
We depend on our executive officers and other key employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.
Failure to obtain or retain highly skilled personnel could adversely affect our operations.

We require highly skilled personnel to operate our business, and will be required to hire additional highly trained personnel in connection with the operation of newly acquired vessels. Competition for skilled and other labor required for our operations has increased in recent years as the number of ocean-going vessels in the worldwide fleet has increased. If this expansion continues and is coupled with improved demand for seaborne shipping services in general, shortages of qualified personnel could further create and intensify upward pressure on wages and make it more difficult for us to staff and service vessels. Such developments could adversely affect our financial results and cash flow. Furthermore, as a result of any increased competition for people and risk for higher turnover, we may experience a reduction in the experience level of our personnel, which could lead to higher downtime and more operating incidents.
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United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, our income from our time and voyage chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of "passive income."
There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the ordinary shares. See "Item 10. Additional Information—E. Taxation—Passive Foreign Investment Company Status and Significant Tax Consequences" for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.
We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty.
We and our subsidiaries continue to take the position that we qualify for either this statutory tax exemption or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares, or "5% Shareholders," owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.
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If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.
We may also be subject to tax in other jurisdictions, which could reduce our earnings.
Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to dividends or other distributions made by us.

Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.
Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.—Belgium Treaty. The U.S.—Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.—Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—Belgium Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.—Belgium Treaty.
Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income. Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (which is, on the basis of the tonnage of the vessels it operates), rather than on the basis of our accounting results, as adjusted, for Belgian corporate income tax purposes. This tonnage tax regime was initially granted for 10 years, and was renewed for an additional 10-year period in 2013. In addition, with respect to certain of our vessels operating under the Greek flag, we benefit from a similar tonnage tax regime in Greece. Our two subsidiaries that were formed in connection with our vessel acquisitions in 2014, Euronav Shipping NV and Euronav Tankers NV are as from January 1, 2016 also subject to the Belgian Tonnage Tax regime. We cannot assure you that we will be able to take advantage of past tax benefits built up in those companies, which can only be claimed upon an eventual return to the Belgian corporate income tax regime.
Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results.
Insurance may be difficult to obtain, or if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.

We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.
In addition, changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain due to increased premiums or reduced or restricted coverage for losses caused by terrorist acts generally.
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Because we obtain some of our insurance through protection and indemnity associations, which result in significant expenses to us, we may be required to make additional premium payments.
We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
We had $1,159.0 million and $1,135.0 million of indebtedness as of December 31, 2016 and December 31, 2015, respectively, and expect to incur additional indebtedness as we take delivery of the two vessels that are currently under construction and further expand our fleet. Borrowing under our credit facilities requires us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:
·
seeking to raise additional capital;
·
refinancing or restructuring our debt;
·
selling tankers; or
·
reducing or delaying capital investments.
However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.
Adverse market conditions could cause us to breach covenants in our credit facilities and adversely affect our operating results.
The market values of tankers have generally been depressed. The market prices for tankers declined significantly from historically high levels reached in early 2008 and remain at relatively low levels. You should expect the market value of our vessels to fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charterhire rates, competition from other tanker companies and other modes of transportation, types, sizes and ages of vessels, applicable governmental regulations and the cost of newbuildings. We believe that the current aggregate market value of our vessels will be in excess of loan to value amounts required under our credit facilities. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than between 100% and 125%, depending on the applicable credit facility, of the aggregate principal amount outstanding under the loan. We were in compliance with these requirements as of December 31, 2016 and as of April 4, 2017.
A decrease in vessel values or a failure to meet this ratio could cause us to breach certain covenants in our existing credit facilities and future financing agreements that we may enter into from time to time. If we breach such covenants and are unable to remedy the relevant breach or obtain a waiver, our lenders could accelerate our debt and foreclose on our owned vessels. Additionally, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel's carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, ultimately leading to a reduction in earnings.
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We may be unable to comply with the restrictions and financial covenants in the agreements governing our indebtedness or any future financial obligations, including the loan agreements that our 50%-owned joint ventures have entered into, that impose operating and financial restrictions on us.
Our agreements governing our indebtedness, including the loan agreements that our 50%-owned joint ventures have entered into, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio. In addition, certain of our credit facilities will require us to satisfy certain other financial covenants, which require us to, among other things, maintain:
·
an amount of current assets, which may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than year,  that, on a consolidated basis, exceeds our current liabilities;
·
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
·
an aggregate cash balance of at least $30.0 million; and
·
a ratio of stockholders' equity to total assets of at least 30%.
In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:
·
effect changes in management of our vessels;
·
transfer or sell or otherwise dispose of all or a substantial portion of our assets;
·
declare and pay dividends if there is or will be, as a result of the dividend, an event of default or breach of a loan covenant; and
·
incur additional indebtedness.
A violation of any of our financial covenants or operating restrictions contained in our credit facilities, including the loan agreements of our 50%-owned joint ventures, may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.
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As of December 31, 2016 and April 4, 2017, we were in compliance with the financial covenants contained in our debt agreements.
For more information, please read "Item 5. Operating and Financial Review and Prospects."
The contribution of our joint ventures to our profits and losses may fluctuate, which could have a material adverse effect on our business, financial condition, results of operation and cash flows.
 
We currently own an interest in two of our vessels through 50%-owned joint ventures, together with other third-party vessel owners and operators in our industry. Our ownership in these joint ventures is accounted for using the equity method, which means that our allocation of profits and losses of the applicable joint venture is included in our consolidated financial statements. The contribution of our joint ventures to our profits and losses may fluctuate, including the dividends that we may receive from such entities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2016, $75.3 million was outstanding under these joint venture loan agreements, of which we have guaranteed $37.7 million.
We are exposed to volatility in the London Interbank Offered Rate ("LIBOR"), and we have and we intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.
The amounts outstanding under our senior secured credit facilities have been, and amounts under additional credit facilities that we may enter in the future will generally be, advanced at a floating rate based on LIBOR, which has been stable, but was volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, LIBOR has been at relatively low levels, and may rise in the future as the current low interest rate environment comes to an end. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses.
We have previously entered into and may selectively in the future enter into derivative contracts to hedge our overall exposure to interest rate risk exposure. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs and recognize losses on such arrangements in our financial statements. See "Item 5. Operating and Financial Review and Prospects" for a description of our interest rate swap arrangements.
Fluctuations in exchange rates and non-convertibility of currencies could result in losses to us.

As a result of our international operations, we are exposed to fluctuations in foreign exchange rates due to parts of our operating costs being expressed in currencies other than U.S. dollars, primarily in Euro. Accordingly, we may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency, which could lead to fluctuations in our results of operations.
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Our costs of operating as a public company are significant, and our management is required to devote substantial time to complying with public company regulations.

In January 2015, we became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and as such, we have significant legal, accounting and other expenses that we did not incur previously. In 2016, we became subject to the requirements as directed by Section 404(b) of the Sarbanes-Oxley Act of 2002, requiring an auditor attestation with respect to our internal control over financial reporting (ICOFR). These reporting obligations impose various requirements on US registered public companies, including changes in corporate governance practices, and these requirements may continue to evolve. We and our management personnel, and other personnel, if any, devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we need to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our compliance with Section 404 has and may continue to require us to incur substantial accounting expenses and significant management efforts.
We depend on directors who are associated with affiliated companies, which may create conflicts of interest.

Certain of our directors are associated with affiliated companies, which may create conflicts of interest. Because these directors owe fiduciary duties to both us and other related parties, conflicts of interest may result in matters involving or affecting us and our customers. In addition, they may have conflicts of interest when faced with decisions that could have different implications for other related parties than they do for us. Any such conflicts of interest could adversely affect our business, financial condition and results of operations and the trading price of our ordinary shares. For further discussion of transactions with, or involving, our directors that may give rise to potential conflicts of interest, please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions."
 A shift in consumer demand from oil towards other energy sources or changes to trade patterns for oil and oil products may have a material adverse effect on our business.
A significant portion of our earnings are related to the oil industry.  A shift in the consumer demand from oil towards other energy resources such as wind energy, solar energy, or water energy will potentially affect the demand for our vessels.  This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
An inability to effectively time investments in and divestments of vessels could prevent the implementation of our business strategy and negatively impact our results of operations and financial condition.

Our strategy is to own and operate a fleet large enough to provide global coverage, but no larger than what the demand for our services can support over a longer period by both contracting newbuildings and through acquisitions and disposals in the secondhand market. Our business is greatly influenced by the timing of investments and/or divestments and contracting of newbuildings. If we are unable to identify the optimal timing of such investments, divestments or contracting of newbuildings in relation to the shipping value cycle due to capital restraints, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.

27


Risk Factors Relating to an Investment in Our Ordinary Shares

Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, it could have an adverse effect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.
We cannot assure you that we will declare or pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

Our Board of Directors may from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. The declaration and payment of dividends, if any, will always be subject to the approval of either our Board of Directors (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends").
Dividends, if any, will be paid in two instalments: first as an interim dividend based on the results of the first 6 months of our fiscal year, then as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital done over the same period.
Pursuant to the dividend policy set out above, our Board of Directors will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.
In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.
Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of December 31, 2016, our issued (and fully paid up) share capital was $173,046,122.14 which was represented by 159,208,949 ordinary shares, and our Board of Directors is authorized to increase share capital in one or several times by a total maximum of $150,000,000 for a period of five years as from June 19, 2015. Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.
We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.
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For example, there are no statutory dissenters' rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the company's behalf, are more limited than in the United States.
Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:
·
the effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;
·
the judgment did not violate the rights of the defendant;
·
the judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;
·
the judgment is not subject to further recourse under U.S. law;
·
the judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;
·
a claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;
·
the Belgian courts did not have exclusive jurisdiction to rule on the matter;
·
the U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and
·
the judgment submitted to the Belgian court is authentic.
ITEM 4.
INFORMATION ON THE COMPANY
A.          History and Development of the Company
Euronav NV was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term, and we grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry: Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic Shipping Enterprises Ltd., or Ceres Hellenic, formed in 1950. Our predecessor started doing business under the name "Euronav" in 1989. Our Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme).
Our principal shareholder is Marc Saverys, individually or through Saverco NV, or Saverco, an entity controlled by him. The Saverys family has had a continuous presence in the shipping industry since the early nineteenth century. The Saverys family owned a shipyard which was founded in 1829, owned and operated various shipowning companies since the 1960s, and acquired CMB in 1991.
Our ordinary shares have traded on Euronext Brussels since December 2004.  In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and our ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.  Our ordinary shares currently trade on the NYSE and Euronext Brussels under the symbol "EURN."
For information about the development of our fleet, please see Item 5. Operating and Financial Review and Prospects—Fleet Development."
29


B.          Business Overview

We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. As of April 4, 2017, we owned or operated a modern fleet of 55 vessels (including four chartered-in vessels, two newbuilding delivered in 2017 and two newbuilding to be delivered in 2018) with an aggregate carrying capacity of approximately 13.7 million deadweight tons, or dwt, consisting of 31 very large crude carriers (including two newbuilding delivered in 2017), or VLCCs, one ultra large crude carrier, or ULCC, 21 Suezmax vessels, and two floating, storage and offloading vessels, or FSOs.  The weighted average age of our fleet as of April 4, 2017 was approximately 7.3 years, as compared to an industry average age as of December 31, 2016 of approximately 9.38 years for the VLCC fleet and 9.96 years for the Suezmax fleet.
We currently charter our vessels, non-exclusively, to leading international energy companies, such as Maersk Oil, Total and Valero, although there is no guarantee that these companies will continue their relationships with us. We pursue a chartering strategy that seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component. We principally employ our VLCCs through the TI Pool, a spot market-oriented pool in which we were a founding member in 2000. As of April 4, 2017, 13 of our vessels were employed directly in the spot market, 26 of our vessels were employed in the TI Pool, 12 of our vessels were employed on long-term charters, of which the average remaining duration is 11 months, including ten with profit sharing components, and our two FSOs were employed on long-term service contracts. As of the date of this annual report, we are in the process of negotiating  a new contract for our two FSOs, which will be a direct continuation of the current contract and is expected to have a duration of five years. While we believe that our chartering strategy allows us to capitalize on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates decline. At times when the freight market may become more challenging, we will try to timely shift our exposure to more time charter contracts and potentially dispose of some of our assets which should provide us with incremental stable cash flows and stronger utilization rates supporting our business during periods of market weakness. We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the years 2010 to 2013.
Recent and Other Developments

In August 2016, we entered into a binding agreement for the acquisition through resale of two VLCC's which were completing construction at Hyundai for an aggregate purchase price of $169 million or $84.5 million per vessel. The first vessel, the Ardeche, was delivered on January 12, 2017. The second vessel, the Aquitaine, was delivered on January 20, 2017.
On January 30, 2017, we entered into a $110.0 million revolving credit facility with DNB Bank ASA, the proceeds of which can be used to finance our acquisition of the VLCC newbuildings Ardeche and Aquitaine, which were delivered to us on January 12, 2017 and January 20, 2017, respectively. We have not drawn on this facility.
30


Our Fleet

Set forth below is certain information regarding our fleet as of April 4, 2017.
Vessel Name
Type
Deadweight
Year
Shipyard(1)
Charterer
Employment
Charter Expiry
Tons (dwt)
Built
Date(2)
Owned Vessels
              
TI Europe
ULCC
441,561
2002
Daewoo
Unipec
Time Charter(3)
Aug-17
Sandra
VLCC
323,527
2011
STX
Total
Time Charter(3)
Apr-17
Sara
VLCC
323,183
2011
STX
Total
Time Charter(3)
Oct-17
Alsace
VLCC
320,350
2012
Samsung
  
TI Pool
N/A
TI Topaz
VLCC
319,430
2002
Hyundai
  
TI Pool
N/A
TI Hellas
VLCC
319,254
2005
Hyundai
Petrobras
Time Charter
Nov-18
Ilma
VLCC
314,000
2012
Hyundai
  
TI Pool
N/A
Simone
VLCC
313,988
2012
STX
  
TI Pool
N/A
Sonia
VLCC
314,000
2012
STX
  
TI Pool
N/A
Ingrid
VLCC
314,000
2012
Hyundai
  
TI Pool
N/A
Iris
VLCC
314,000
2012
Hyundai
  
TI Pool
N/A
Nautic
VLCC
307,284
2008
Dalian
  
TI Pool
N/A
Newton
VLCC
307,284
2009
Dalian
  
TI Pool
N/A
Nectar
VLCC
307,284
2008
Dalian
  
TI Pool
N/A
Noble
VLCC
307,284
2008
Dalian
  
TI Pool
N/A
Flandre
VLCC
305,688
2004
Daewoo
Petrobras
Time Charter
Aug-18
V.K. Eddie
VLCC
305,261
2005
Daewoo
  
TI Pool
N/A
Hojo
VLCC
302,965
2013
JMU
  
TI Pool
N/A
Hakone
VLCC
302,624
2010
Universal
  
TI Pool
N/A
Hirado
VLCC
302,550
2011
Universal
  
TI Pool
N/A
Hakata
VLCC
302,550
2010
Universal
Total
Time Charter(3)
Sep-17
Artois
VLCC
298,330
2001
Hitachi
  
TI Pool
N/A
Antigone
VLCC
299,421
2015
Hyundai
  
TI Pool
N/A
Anne
VLCC
299,533
2016
Hyundai
  
TI Pool
N/A
Alex
VLCC
299,445
2016
Hyundai
  
TI Pool
N/A
Alice
VLCC
299,320
2016
Hyundai
  
TI Pool
N/A
Aquitaine
VLCC
298,767
2017
Hyundai
  
TI Pool
N/A
Ardeche
VLCC
298,642
2017
Hyundai
  
TI Pool
N/A
Cap Diamant
Suezmax
160,044
2001
Hyundai
  
Spot
N/A
Cap Pierre
Suezmax
159,083
2004
Samsung
Valero
Time Charter(3)
Jun-18
Cap Leon
Suezmax
159,049
2003
Samsung
Valero
Time Charter(3)
Apr-18
Cap Philippe
Suezmax
158,920
2006
Samsung
  
Spot
N/A
Cap Guillaume
Suezmax
158,889
2006
Samsung
  
Spot
N/A
Cap Charles
Suezmax
158,881
2006
Samsung
  
Spot
N/A
Cap Victor
Suezmax
158,853
2007
Samsung
  
Spot
N/A
Cap Lara
Suezmax
158,826
2007
Samsung
  
Spot
N/A
Cap Theodora
Suezmax
158,819
2008
Samsung
  
Spot
N/A
Cap Felix
Suezmax
158,765
2008
Samsung
  
Spot
N/A
Fraternity
Suezmax
157,714
2009
Samsung
Repsol
Time Charter(3)
Nov-17
Felicity
Suezmax
157,667
2009
Samsung
  
Spot
N/A
Capt. Michael
Suezmax
157,648
2012
Samsung
  
Spot
N/A
Maria
Suezmax
157,523
2012
Samsung
  
Spot
N/A
Hull S909(4)
Suezmax
156,600
2018
Hyundai
  
N/A
N/A
Hull S910(4)
Suezmax
156,600
2018
Hyundai
  
N/A
N/A
Finesse
Suezmax
149,994
2003
Universal
  
Spot
N/A
Filikon
Suezmax
149,989
2002
Universal
  
Spot
N/A
Cap Georges
Suezmax
146,652
1998
Samsung
Valero
Time Charter(3)
May-17
Cap Romuald
Suezmax
146,640
1998
Samsung
Valero
Time Charter(3)
May-18
Cap Jean
Suezmax
146,643
1998
Samsung
Valero
Time Charter(3)
Mar-18
Total DWT—Owned Vessels
12,035,324
          
               


31



Vessel Name
Type
Deadweight
Year
Shipyard(1)
Charterer
Employment
Chartered-In Expiry Date
Tons (dwt)
Built
Chartered-In Vessels
              
Nucleus
VLCC
307,284
2007
Dalian
  
TI Pool
Dec-21
Nautilus
VLCC
307,284
2006
Dalian
  
TI Pool
Dec-21
Navarin
VLCC
307,284
2007
Dalian
  
TI Pool
Dec-21
Neptun
VLCC
307,284
2007
Dalian
  
TI Pool
Dec-21
Total DWT Chartered-In Vessels
1,229,136
          
               
             
Service Contract Expiry Date
FSO Vessels
              
FSO Africa(5)
FSO
442,000
2002
Daewoo
Maersk Oil
Service Contract
Sep-17
FSO Asia(5)
FSO
442,000
2002
Daewoo
Maersk Oil
Service Contract
Jul-17
Total DWT  FSO Vessels(6)
442,000
          
               
________________________
(1)
As used in this report, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., and "STX" refers to STX Offshore and Shipbuilding Co. Ltd.
(2)
Assumes no exercise by the charterer of any option to extend (if applicable).
(3)
Profit sharing component under time charter contracts.
(4)
Vessels expected to be delivered to us in the course of the first half of 2018.
(5)
Vessels in which we hold a 50% ownership interest.
(6)
Vessels in which we hold a 50% ownership interest are only accounted for the share of DWT corresponding to our ownership interest.
 
Employment of Our Fleet

Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector. For the year 2017 our fleet is currently expected to have approximately 18,545 available days for hire, of which, as of April 4, 2017, 79% are expected to be available to be employed on the spot market, either directly or through the TI Pool, 15% are expected to be available to be employed on fixed time charters with a profit sharing element and 6% are expected to be available to be employed on fixed time charters without a profit sharing element.
Spot Market
A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of April 4, 2017, we employed 13 of our vessels directly in the spot market.
A majority of our Suezmaxes operating in the spot market formerly participated in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we previously jointly owned with Bretta Tanker Holdings Inc., or Bretta, as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner was responsible for its own costs, including voyage-related expenses, but shared in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA were based on a pool points system and were paid after the deduction of the pool fee to Euronav, as pool manager, from the gross pool income. The RSA was terminated during the course of 2016, with effect from December 31, 2015.
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Suezmax Chartering
In June 2016, we, together with Diamond S. Management LLC and Fronline Ltd., companies not affiliated with us, formed Suezmax Chartering, a chartering joint venture which creates a single point of contact for cargo owners to access a large fleet of 37 modern Suezmax vessels, including newbuildings, operated on the spot market.
Tankers International Pool
We principally employ and commercially manage our VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow us and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization. As of April 4, 2017, the TI Pool was comprised of 36 vessels, including 26 of our VLCCs.
By pooling our VLCCs with those of other shipowners, we are able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for our vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2016, TI Pool membership costs were approximately $675 per vessel per day (with each vessel receiving its proportional share of pool membership expenses).
Tankers International LLC, or Tankers International, of which we own 40% of the outstanding interests, is the manager of the pool and is also responsible for the commercial management of the pool participants, including negotiating and entering into vessel employment agreements on behalf of the pool participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.
Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with us, together formed VLCC Chartering Ltd., a chartering joint venture that has access to the combined fleets of Frontline and the TI Pool, including our vessels that are operating in the TI Pool. VLCC Chartering Ltd. commenced operations on October 6, 2014.  Tankers International and Frontline each own 50% of VLCC Chartering Ltd. We believe that VLCC Chartering Ltd. increases our fleet earnings potential while creating greater options for cargo end-users.
Time Charters
Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help us mitigate, in part, our exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, we may when the cycle matures or otherwise opportunistically employ more of our vessels under time charter contracts as the available rates for time charters improve. We may also enter into time charter contracts with profit sharing arrangements, which we believe will enable us to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of April 4, 2017, we employed 12 of our vessels on fixed-rate time charters with an average remaining duration of 11 months, including 10 with profit sharing components based on a percentage of the excess between the prevailing applicable market rate and the base charter rate.
FSOs and Offshore Service Contracts
We currently deploy our two FSOs as floating storage units under service contracts with Maersk Oil, in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium. As of the date of this annual report, we are in the process of negotiating a new contract for our two FSOs, which will be a direct continuation of the current contract and is expected to have a duration of five years. 
33


Technical and Commercial Management of our Vessels

Most of our vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Our in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.
In addition to our in-house fully integrated technical management, we utilize from time to time the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to our vessels and are supervised by our in house oversight team. We currently contract Wallem Ship Management for one of our owned VLCC and Anglo Eastern Ship Management (through one of their subsidiaries - Univan Ship Management International Limited) for two of our owned VLCC and two VLCC that we have on bareboat charter. The services provided by our third party technical management are very similar to our own technical management and involves part or all of the day‑to‑day management of vessels.
Our VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, after deducting voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2016, we paid an aggregate of $5.6 million for the commercial management of our vessels operating in the TI Pool.
Our Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for our vessels.
Our time chartered vessels, both VLCCs and Suezmax vessels, are managed by our operations department based in Antwerp.
Principal Executive Offices

Our principal executive headquarters are located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is 011-32-3-247-4411. We also have offices located in the United Kingdom, France, Greece, Hong Kong and Singapore. Our website is www.euronav.com.
Competition

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage. We currently operate all of our vessels in the spot market, either directly or through the TI Pool, or on time charter. For our vessels that operate in the TI Pool, Tankers International, the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels. From time to time, we may also arrange our time charters and voyage charters in the spot market through the use of brokers, who negotiate the terms of the charters based on market conditions.
Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories: (1) increased demand prior to Northern Hemisphere winters as heating oil consumption increases and (2) increased demand for gasoline prior to the summer driving season in the United States. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.
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Industry and Market Conditions
THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY
All the information and data presented in this section, including the analysis of the international oil tanker shipping industry has been provided by Drewry Shipping Consultants Ltd., or Drewry. Drewry has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Drewry has advised that: (i) certain information in Drewry's database is derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in Drewry's database; (iii) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. The Company believes and acts as though the industry and market data presented in this section is reliable.
Overview
The maritime shipping industry is fundamental to international trade, as it is the only practicable and economic way of transporting large volumes of many essential commodities and finished goods around the world. In turn, the oil tanker shipping industry represents a vital link in the global energy supply chain, in which larger vessels such as VLCCs and Suezmax tankers play an important role, given their capability to carry large quantities of crude oil.
The oil tanker shipping industry is divided between crude tankers that carry either crude oil or residual fuel oil and product tankers that carry refined petroleum products. The following review specifically focuses on the crude sector. Revenue for an oil tanker shipping company is primarily driven by freight rates paid for transportation capacity.  Freight is paid for the movement of cargo between a load port and a discharge port. The cost of moving the ship from a discharge port to the next load port is not directly compensated by the charterers in the freight payment but is an expense of the owners if not on time charter.
The tanker freight market remained buoyant throughout 2015 and through the first half of 2016 on account of favorable supply/demand dynamics. However, in the second half of 2016 rising newbuilding deliveries outpaced the growth in tanker demand and hence there was downward pressure on freight rates. For example, the average VLCC spot rate on Arabian Gulf (AG)-Japan route was $23,433 per day in 2016 compared with $40,942 per day in 2015. Oil tanker freight rates declined in the second half of 2016 due to a number of factors, including:
(i) A surge in newbuilding deliveries that outpaced the growth in tanker demand in 2016,
(ii)  Oil production cuts announced by OPEC and higher compliance by the member countries,
(iii) Reduced stockpiling activities by major Asian economies and,
(iv)  Reduced scrapping activity in 2015 and 2016.
Tanker freight rates have dropped further in the opening months of 2017 and the impact of weaker earnings has been reflected in the value of secondhand vessels. On average, secondhand tanker prices declined by 25% in the 12 months ended February 2017.  In February 2017, five-year-old VLCC and Suezmax tankers were valued at $60 and $40 million respectively.
In broad terms, the volume of oil trade which is seaborne is primarily dependent on global and regional economic growth, and to a lesser extent other factors such as changes in regional oil prices. Overall, there is a close relationship between changes in the level of economic activity and changes in the volume of oil moved by sea (see the chart below). With continued strong GDP growth in Asia, seaborne oil trade to emerging Asian markets has been growing significantly. Chinese oil consumption grew at a compound average growth rate, or CAGR of 5.4% from 2006 to 2016, rising from 7.0 to 11.9 million barrels per day, or  mbpd. Conversely, during the same period, oil consumption in OECD countries declined from 49.4 to 46.6 mbpd. However, oil demand in OECD Europe and OCED Oceania increased in 2016 as result of low oil prices and rising demand for gasoline due to high new car sales. In 2016, total seaborne trade in crude oil is provisionally estimated to be 2.0 billion tons.
35


World GDP and Crude Oil Seaborne Trade 2001 to 2016
(Percent change year on year)

 
* Provisional estimates for GDP/Trade
Source: Drewry
 
 Changes in regional oil consumption, as well as a shift in global refinery capacity from the developed to the developing world, is also translating into growing seaborne oil trade distances. For example a VLCC's voyage from West Africa to the US Gulf takes 35 days, but a trip from West Africa to China (a trade which is expanding) takes 61 days. The increase in oil trade distances, coupled with increases in world oil demand have had a positive impact on tanker demand in ton miles for crude and products, which has increased from 10.4 to 12.3 billion ton miles in the period from 2006 to 2016.
Supply in the tanker sector, as measured by its deadweight, or dwt, cargo carrying capacity, is primarily influenced by the rate of deliveries of newbuilds from the shipyards in line with their orderbook, as well as the rate of removals from the fleet via vessel scrapping or conversion. After a period of rapid expansion, supply growth in the tanker sector moderated in 2013-14 and the overall tanker fleet grew by just 0.6% in 2014, and a relatively modest 2.7% in 2015.  However, in 2016 the oil tanker fleet expanded by 5.5% due to a high level of newbuilding deliveries during the year and lower levels of scrapping.
In terms of ordering activity, new tanker orders in the period 2010 to 2014 were limited due to lack of available bank financing and a challenged rate environment, which contributed to the total crude tanker orderbook declining to 13.9% of the existing global tanker fleet capacity as of December 2014, compared with nearly 50% of the existing fleet at its recent peak in 2008. That said, new ordering picked up in the VLCC and Suezmax sectors in late 2014 and 2015 because of the continued strength in the tanker freight market and the exemption from compliance to tier III NOx emission norms for vessels ordered before January 1, 2016. However, in 2016 ordering activity fell substantially. A total of 105 crude tankers were ordered compared with 244 in 2015. In February 2017, the crude tanker orderbook was equivalent to 13.2% of the existing fleet.
World Oil Demand and Production
In 2016, oil accounted for approximately one third of global energy consumption. With the exception of 2008 and 2009, world oil consumption has increased steadily over the past 15 years, as a result of increasing global economic activity and industrial production. In recent years, growth in oil demand has been largely driven by developing countries in Asia and growing Chinese consumption, but from 2015 to 2016 some developed economies also witnessed increases in demand. In 2016, world oil demand increased to 96.4 million barrels per day, which represents a 1.6% increase from 2015 and a 12.8% increase from the recent low recorded in 2009.
36


World Oil Consumption: 2006 to 2016
(Million Barrels Per Day)
 
 
Source: Drewry
Seasonal trends also affect world oil consumption and, consequently, oil tanker demand. While trends in consumption vary with the specific season each year, peaks in tanker demand often precede seasonal consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can be classified broadly into two main categories: increased demand prior to Northern Hemisphere winters as heating oil consumption increases and increased demand for gasoline prior to the summer driving season in the United States.
Global trends in oil production have naturally followed the growth in oil consumption, allowing for the fact that changes in the level of oil inventories also play an integral role in determining production levels and tie in with the seasonal peaks in demand. Changes in world crude oil production by region in the period 2006 to 2016 are shown in the table below.
World Oil Production: 2006 to 2016
(Million Barrels Per Day)
 
 
* Former Soviet Union
Source: Drewry
 
At the beginning of 2016, proven global oil reserves totaled 1,651 billion barrels, approximately 47 times current rates of production. These reserves tend to be located in regions far from the major consuming countries separated by large expanses of water, and this geographical barrier creates the demand for crude tanker shipping. However, the development of light tight oil, or LTO, or shale oil reserves in the U.S., has had a negative impact on the volume of U.S. crude oil imports.
New technologies such as horizontal drilling and hydraulic fracturing have triggered a shale oil revolution in the U.S., and in 2013, for the first time in the previous two decades the U.S. produced more oil than it imported. In view of the rising surplus in oil production, in 2015 the U.S. Congress lifted a 40 year-old ban on crude oil exports that was put in place after the Arab oil embargo in 1973, and thereby, allowing U.S. oil producers access to international markets.
37


The first shipments of the U.S. crude were sent to Europe immediately after the lifting of ban, and since then other destinations have followed. The U.S. exported 0.6 mbpd of crude oil in 2016, but this is still well below the exports of major exporters such as Saudi Arabia, Russia and Iraq.
In the meantime much of the oil from West Africa and the Caribbean that was historically imported by the U.S. is now shipped to China, which has a positive impact on tanker demand due to increased ton miles from longer distances the oil needs to travel.  Production and exports from the Middle East (largely from OPEC suppliers) and West Africa have historically had a significant impact on the demand for tanker capacity, and, consequently, on tanker charter hire rates due to the long distances between these supply sources and demand centers. Oil exports from short-haul regions, such as the North Sea, are significantly closer to ports used by the primary consumers of such exports, which results in shorter average voyages.
Overall, the volume of crude oil moved by sea each year reflects the underlying changes in world oil consumption and production. Driven by increased world oil demand and production, especially in developing countries, seaborne trade in crude oil in 2016 is provisionally estimated at 2.0 billion tons, or 67.1% of all seaborne oil trade, which includes crude oil and refined petroleum products. The chart below illustrates changes in global seaborne movements of crude oil between 1981 and 2016.
Seaborne Crude Oil Trade Development: 1981 to 2016
(Million Tons)
Source: Drewry
World seaborne oil trade is the result of geographical imbalances between areas of oil consumption and production. Historically, certain developed economies have acted as the primary drivers of these seaborne oil trade patterns. The regional growth rates in oil consumption shown in the chart below indicate that the developing world is driving recent trends in oil demand and trade. In Asia, the Middle East, Africa and Latin America, oil consumption during the period from 2006 to 2016 grew at annual rates in excess of 2%, and, at annual growth rate of 5.4% in the case of China. Strong demand for oil in these regions is driving both increased volume of seaborne oil trades and increased voyage distances, as more oil is being transported on long haul routes.
38


Regional Oil Consumption Growth Rates: 2006 to 2016
(CAGR – Percent)

 
Source: Drewry

Furthermore, consumption on a per capita basis remains low in many parts of the developing world, and as many of these regions have insufficient domestic supplies, rising demand for oil will have to be satisfied by increased imports.
Oil Consumption Per Capita: 2016
(Tons per Capita)



Source: Drewry
In the case of China and India, seaborne crude oil imports have risen significantly in the last decade to meet an increasing demand for energy (see chart below). During the period from 2006 to 2016, Chinese crude oil imports increased from 145.2 to 355.6 million tons and Indian imports increased from 106.7 to 212.8 million tons. Conversely, Japanese imports declined from 208.7 to 164.4 million tons over the same period. U.S. imports have also declined as a result of growing domestic oil supplies between 2006 and 2015. However, in 2016 the trend was reversed. Average U.S. crude imports increased by 0.5 mbpd because of declining shale output.
39


Asian Countries – Crude Oil Imports: 2006 to 2016
(Million Tons)
 

* Provisional estimates for 2016
Source: Drewry
A vital factor which is affecting both the volume and pattern of world oil trades is the shift in global refinery capacity from the developed to the developing world, which is increasing the distances from oil production sources to refineries. The distribution of refinery throughput by region in the period 2006 to 2016 is shown in the following table.
Oil Refinery Throughput by Region: 2006 to 2016
('000 Barrels Per Day)
 

*          Provisional estimates for 2016
Source: Drewry

Changes in refinery throughput are largely driven by changes in the location of capacity. Capacity increases are taking place mostly in the developing world, especially in Asia. In response to growing domestic demand coupled with export ambitions, Chinese refinery throughput has grown at a faster rate than that of any other global region in the last decade, with refinery throughput in India, the Middle East and other emerging economies following a similar pattern. The shift in refinery capacity is likely to continue as refinery development plans are heavily focused on areas such as Asia and the Middle East and few new refineries are planned for North America and Europe.  
40


Oil Refinery Throughput by Region: Growth Rates 2006 to 2016
(CAGR – Percent)


Source: Drewry

As a result of changes in trade patterns, as well as shifts in refinery locations, average voyage distances in the crude sector have increased. In the period from 2006 to 2016 ton mile demand in the crude tanker sector grew from 8.6 to 9.2 billion ton miles. The table below shows changes in tanker demand expressed in ton miles, which is measured as the product of the volume of oil carried, which is measured in metric tons multiplied by the distance over which it is carried, which is measured in miles.

Crude Oil Tanker Demand: 2006 to 2016
 
 
Source: Drewry

Another aspect which has impacted on crude tanker demand in recent years has been the use of tankers for floating storage.  In the closing weeks of 2014 and the opening weeks of 2015 commodity traders hired VLCCs in the expectation that profits could be made by storing oil at sea to create a contango, that is, where the current or spot price for the oil was below the price of oil for delivery in the futures market. As a result several fixtures for long term storage were reported by oil majors and commodity traders for periods up to 12 months in late 2014 and the first half of 2015. Floating crude oil storage reached a high of 197 million barrels in May 2015 and declined thereafter because of a narrowing of the contango and shrinking arbitrage in crude oil futures.
The use of large tankers for offshore storage rebounded somewhat in 2016 on account of logistical considerations, marketing issues and inventory drawdown.  As of April 4, 2017 approximately 192 million barrels of oil were reported stored on crude oil tankers at sea.
41



Floating Storage of Crude Oil
(Million Barrels)
Source: Drewry

Crude Tanker Fleet Overview
The world crude tanker fleet is generally classified into three major types of vessel categories, based on carrying capacity. The main crude tanker vessel types are:
·
VLCCs, with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the U.S. Gulf or the Caribbean. Tankers in excess of 320,000 dwt are known as Ultra Large Crude Carriers, or ULCCs, although for the purposes of this report they are included within the VLCC category.
·
Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tankers are engaged in a range of crude oil trades across a number of major loading zones. Within the Suezmax sector, there are a number of product and shuttle tankers, which do not participate in the crude oil trades. Shuttle tankers are specialized ships built to transport crude oil and condensates from offshore oil field installations to onshore terminals and refineries and are often referred to as floating pipelines.
·
Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tankers are employed in shorter regional trades, mainly in North West Europe, the Caribbean, the Mediterranean and Asia.
There are also a relatively small number of ships below 80,000 dwt which operate in crude oil trades, but many operate in cabotage type trades and therefore do not form part of the open market. For this reason the following analysis of supply concentrates on the VLCC, Suezmax and Aframax tonnage. As of February 28, 2017, the crude tanker fleet consisted of 1,807 vessels with a combined capacity of 360 million dwt.
42


Crude Oil Tanker Fleet – February 28, 2017
 
 

Source: Drewry
 
The table below shows principal routes for crude oil tankers and where these vessels are deployed.
Crude Oil Tankers – Typical Deployment by Size Category
 
 
Source: Drewry

VLCCs are built to carry cargo parcels of 2,000,000 barrels, and Suezmax tankers are built to carry cargo parcels of 1,000,000 barrels, which are the most commonly traded parcel sizes in the crude oil trading markets. Their carrying capacities make VLCCs and Suezmax tankers the most appropriate asset class globally for long and medium haul trades. While traditional VLCC and Suezmax trading routes have typically originated in the Middle East and the Atlantic Basin, increased Asian demand for crude oil has opened up new trading routes for both classes of vessel. The map below shows the main VLCC and Suezmax tanker seaborne trade routes.
43


Principal VLCC and Suezmax Seaborne Crude Oil Trades
 

Source: Drewry

VLCC/Suezmax Fleet Development
 
In 2016, the world crude tanker fleet grew by 5.5% compared to 2.7% in 2015. A total of 21.0 million dwt , 13.3 million dwt greater than 2015, of newbuild deliveries were added to the crude fleet in 2016, while scrapping activity remained subdued. A total of 1.9 million dwt was sent for demolition in 2016 compared with 2.1 million dwt in 2015.
VLCC & Suezmax Fleet Development: 2004 to 2016
(Year on Year percentage Growth: Million Dwt)
 
Source: Drewry
The chart below indicates the volume of new orders placed in the VLCC and Suezmax sectors in the period from 2006 to 2016. Very few new vessel orders were placed in both sectors during 2011, 2012 and 2013, although the pace of new ordering in the VLCC sector increased in the closing months of 2013 and newbuild orders for VLCCs as well as Suezmax tankers were considerably higher in 2014 and 2015. Tight supply-demand dynamics in the tanker market, firm freight rates and exemption from compliance to tier III NOx emission norms for vessels ordered before January 1, 2016 were the reasons for high new ordering activity in 2015 and a total of 62 VLCCs and 51 Suezmaxes contracts were placed during that year.  New ordering activity then declined in 2016, with only 21 VLCCs ordered during the year compared with 62 during 2015.
44


VLCC/Suezmax New Orders 2006 to 2016
('000 Dwt)



Source: Drewry
 
In the last few years, delays in new vessel deliveries, referred to as slippage, have become a regular feature of the market. Slippage is the result of a combination of several factors, including cancellations of orders, problems in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting overly-optimistic delivery times, and, in some cases, shipyards experiencing financial difficulty. A number of Chinese yards, including yards at which crude tankers are currently on order are experiencing financial problems which have led to both cancellations and delays in deliveries. New order cancellations have been a feature of most shipping markets during the market downturn. Shipyards are usually reluctant to openly report such events, making the tracking of the true size of the orderbook at any given point in time difficult. The difference between actual and scheduled deliveries reflects the fact that orderbooks are often overstated. Slippage has affected both the VLCC and Suezmax sectors. The table below indicates the relationship between scheduled and actual deliveries for both asset classes in the period 2011 to 2016. Since slippage has occurred in recent years, it is not unreasonable to expect that some of the VLCC and Suezmax tankers currently on order will not be delivered on time.
VLCC/Suezmax Tankers: Scheduled versus Actual Deliveries
(Million Dwt)
 
Source: Drewry
 
In 2016, VLCC and Suezmax deliveries amounted to 14.3 and 4.1 million dwt, respectively, compared with 5.7 and 1.7 million dwt, respectively in 2015. As a result of these changes, the VLCC and Suezmax fleets grew by 6.9% and 7.4% respectively in 2016.
 
45


VLCC/Suezmax Tanker Deliveries: 2006 to 2016
('000 Dwt)


Source: Drewry
At its peak in 2008, the VLCC and Suezmax tanker orderbooks were each equivalent to 50% of the existing fleets, which led to high levels of new deliveries in both sectors between 2009 and 2012. The orderbook as a percentage of the existing fleet declined in the period from 2010 through 2013, due to low levels of new ordering. However, with the upturn in new ordering activity in 2014 and 2015 the VLCC and Suezmax orderbook-to-fleet ratios rose to 19.4% and 24.7% respectively in December 2015. As a result of lower levels of new ordering and deliveries from the orderbook, the orderbook for VLCC and Suezmax vessels as of February 28, 2017 were equivalent to 12.1% and 15.6% of the existing fleets respectively.

VLCC & Suezmax Orderbook:
(Percent Existing Fleet)


* As on February 2017
Source: Drewry
As of February 28, 2017, the total crude tanker orderbook comprised 256 vessels of 48.5 million dwt. The orderbook for Suezmax tankers was 73 vessels representing 11.5 million dwt (excluding shuttle tankers), and for VLCCs the orderbook was 86 vessels representing 26.6 million dwt.
46


Crude Oil Tanker (1) Orderbook February 28, 2017
 
 
(1) Excludes product tankers and in the case of Suezmax shuttle tankers
Source: Drewry

Tanker supply is also affected by vessel scrapping or demolition. As an oil tanker ages, vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade the vessel to maintain its "in-class" status. Often, particularly when tankers reach approximately 25 years of age, the costs of conducting the class survey and performing required repairs become economically inefficient. In recent years, most oil tankers that have been scrapped were between 25 and 30 years of age.
 In addition to vessel age, scrapping activity is influenced by freight markets. During periods of high freight rates, scrapping activity will decline and the opposite will occur when freight rates are low. The chart below indicates that vessel scrapping was much higher from 2010 to 2014 than in the preceding five years. Firm freight rates in 2015 and 2016 also encouraged the shipowners to defer the scrapping of older tonnage. Demolitions in the last two years were substantially lower compared to that from 2010 to 2014.

Crude Oil Tanker Scrapping: 2006 to 2017
('000 Dwt)


* Through to February 2017
Source: Drewry

Within the context of the wider market, increased vessel scrapping is a positive development, as it helps to counterbalance new ship deliveries and moderate fleet growth.
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The Crude Oil Tanker Freight Market
Types of Charter
Oil tankers are employed in the market through a number of different chartering options, described below.
·
A bareboat charter involves the use of a vessel over longer periods of up to several years. All voyage related costs, including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, and  crewing and insurance, transfer to the charterer's account. The owner of the vessel receives monthly charter hire payments on a per-day basis and is responsible only for the payment of capital costs related to the vessel.
·
A time charter involves the use of the vessel, either for a number of months, years or for a trip between specific delivery and redelivery positions, also known as a trip charter. The charterer pays all voyage-related costs. The owner of the vessel receives monthly charter hire payments on a per-day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.
·
A single or spot voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel.
·
A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship's operating, voyage and capital costs are borne by the shipowner. The freight rate is normally agreed on a per cargo ton basis.
 Tanker Freight Rates
Worldscale is the tanker industry's standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for the oil trade. Oil is a fairly homogenous commodity as it does not vary significantly in quality and it is relatively easy to transport by a variety of methods. These attributes, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea and therefore, the cargo owner requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures, this would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a set of nominal rates designed to provide roughly the same daily income regardless of discharge point.
Time charter equivalent, or TCE, is the measurement that describes the earnings potential of any spot market voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed which removes all expenses (port costs, bunkers and commission) from the gross revenue, resulting in a net revenue which is then divided by the total voyage days, which includes the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea and in port), to give a daily TCE rate.
The supply and demand for tanker capacity influences tanker charter hire rates and vessel values. In general, time charter rates are less volatile than spot rates as they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand and are thus more prone to volatility. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, with less price volatility in the Suezmax, Aframax, Panamax and Handy markets, as compared to the tanker market as a whole. The chart below illustrates monthly changes in TCE rates for VLCC and Suezmax tankers during the period from January 2006 to February 2017.
48


VLCC/Suezmax Tanker Time Charter Equivalent (TCE) Rates: 2006 to 2017*
(US$/Day)

* Through to February 2017
Source: Drewry
 
Tanker freight rates started rising again from 2014, aided by the fall in oil prices and the start of oil-importing countries such as India and China, building Strategic Petroleum Reserves (SPRs). In the last quarter of 2015, VLCC spot rates surged due to seasonal demand and no significant increase in fleet size. However surge in newbuiding deliveries that outpaced the demand growth took a toll on vessel earning potential. Average realized TCE rates in 2016 were approximately 40% lower than the rates realized in the preceding year when the tanker market was relatively firm.



Source: Drewry
49


VLCC/Suezmax 1 Year Time Charter Rates: 2006 to 2017*

(US$/Day Period Averages)
* Through to February 2017
Source: Drewry

In the tanker market, independent shipowners have two principal employment options – either the spot or time charter markets, or a combination of both. How tankers are deployed varies from operator to operator, and its decision is influenced by the market conditions. In a buoyant market, the companies that prefer to deploy vessels on the sport market will gain more as they will benefit from the rise in freight rates. Broadly speaking, a shipowner with an operating strategy, that is focused on the time charter market will experience a more stable income stream and will be relatively insulated against the volatility in spot rates.
Newbuilding Prices

Global shipbuilding is concentrated in South Korea, China and Japan. This concentration is the result of economies of scale, construction techniques and the prohibitive costs of building ships in other parts of the world. Collectively, these three countries account for approximately 90% of global shipbuilding output.
Vessels constructed at shipyards are of varying size and technical sophistication. Drybulk carriers generally require less technical know-how to construct, while oil tankers, container vessels and LNG carriers require technically advanced manufacturing processes.
The actual construction of a vessel can take place in 9 to 12 months and can be partitioned into five stages: contract signing, steel cutting, keel laying, launching and delivery. The amount of time between signing a newbuilding contract and the date of delivery is usually at least 16-20 months, but in times of high shipbuilding demand, it can extend to two to three years.
Newbuilding prices for tankers of all sizes rose steadily between 2004 and mid-2008. This was due to a number of factors, including high levels of new ordering, a shortage in newbuilding capacity during a period of high charter rates, and increased shipbuilders' costs as a result of strengthening steel prices and the weakening U.S. dollar. Prices weakened in 2009, however, as a result of a downturn in new ordering and remained weak until the second half of 2013, when they slowly started to rise.
Newbuild prices increased by an average of 10% across vessel class in 2014, but they  declined marginally in 2015 because of weaker steel prices and spare capacity at shipyards on account of negligible activity in other sectors of the maritime industry. Average new building prices for VLCCs in 2015 dropped by 2.4% year on year, while for Suezmax tankers, prices were flat between 2014 and 2015. Spare capacity at shipyards coupled with low ordering in 2016 led to further decline in newbuilding prices. As of February 2017, indicative  VLCC and Suezmax newbuild prices were estimated to be $81 million and $53 million respectively.
50


VLCC/Suezmax Tanker Newbuilding Prices: 2006 to 2017*
(US$ Million)


* Through to February 2017
Source: Drewry


Secondhand Prices
 
    Secondhand prices are generally influenced by potential vessel earnings, which in turn are influenced by trends in the supply of and demand for shipping capacity. The secondhand vessel prices follow the prevailing freight rates and provide a better assessment of the existing supply and demand situation in the market. Vessel values are also dependent on other factors including the age of the vessel. Prices for young vessels, those approximately five years old or under are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 25 years old and near the end of their useful economic lives, are swayed by the value of scrap steel. In addition, values for younger vessels tend to fluctuate less often on a percentage basis than values for older vessels. This is attributed to the finite useful economic life of older vessels that makes the price of younger vessels less sensitive to freight rates in the short term.
 
Vessel values are determined on a daily basis in the sale and purchase, or S&P, market, where vessels are sold and bought through specialized sale and purchase brokers who regularly report these transactions to participants in the seaborne transportation industry. The S&P market for oil tankers is transparent and quite liquid with a large number of vessels changing hands on a regular basis.
The chart below illustrates the movements of prices in US$ million for secondhand five year old oil tankers between 2006 and 2017. After remaining flat between 2010 and 2013, secondhand vessel prices started recovering in 2014-15, but a sharp decline in earning capabilities of vessels in 2016 reversed the trend and secondhand prices plunged by 25-30% during the year. As of February 2017, five year old vessels were changing hands at prices well below the last peak witnessed in 2008.

51


VLCC/Suezmax Tanker Secondhand Prices – 5 Year Old Vessels: 2006 to 2017*
(US$ Millions)

 
* Through February 2017
Source: Drewry
 
OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY
All the information and data in this annual report about the offshore oil industry has been provided by Energy Maritime Associates, or EMA, an independent strategic planning and consulting firm focused on the marine and offshore sectors. EMA has advised that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, EMA has advised that: (a) certain information in EMA's database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in EMA's database; (c) while EMA has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.
Brief History of the Offshore Industry

Over the past 20 years global oil demand has grown at an average annual rate of 1.4%. With the exception of two years during the global financial crisis in 2008 and 2009, oil demand has increased year after year during this period. The Energy Information Administration, or EIA, forecasts world oil production will grow to 121 million barrels per day (b/d) by 2040.
According to the EIA, despite the rapid pace of growth in onshore oil production in North America, offshore oil production accounts for 30% of the global total with 50 countries producing 27 million b/d in 2015. The top five offshore producing countries are Saudi Arabia, Brazil, Mexico, Norway, and the United States.
The offshore oil and gas industry can generally be defined as the extraction and production of oil and gas offshore. From a more nuanced perspective, it is a highly technical industry with significant risks, but high rewards. Unlike on-shore developments, where drilling and processing equipment be constructed onsite, often with access to existing infrastructure, offshore developments have additional engineering and logistical requirements in designing, transporting, installing and operating facilities in remote offshore environments. Because of this, each production unit is unique and designed for the specific field's geological and environmental characteristics including hydrocarbon specifications, reservoir requirements (such as water/gas/chemical injection), well/subsea configuration, water depth, and weather conditions (above and below the water).
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The water depth of offshore developments has increased dramatically since its start from piers extended from shore in just a few meters of water. In 1947, Kerr-McGee drilled the first well beyond the sight of land. This well was in only 5.5 meters of water, but was 17 kilometers off the Louisiana coast. Offshore developments have continued to move further from land and into increasingly deeper waters using fixed platforms that extended from the seabed to the surface.
Floating Production and Storage, or FPS, and Floating, Production, Storage and Offloading unit (or FPSO) units emerged in the 1970s. Since that time, FPS units have been installed in increasing water depths, with the deepest unit now operating in 2,900 meters of water. Water depths are currently defined as shallow (less than 1,000 meters), deepwater (between 1,000 meters and 1,500 meters), and ultra-deepwater (greater than 1,500 meters). Units installed before 2000 were almost all shallow water. Since 2000, 40% of units have been installed in deepwater including 16% in ultra-deepwater. For units currently on order, 63% are in deepwater, including 50% in ultra-deepwater. Other types of FPS units include Spar, Tension-Leg Platform, or TLP, and Semi-submersible or Semi, which are well suited to deepwater. For liquefying gas and then converting it back to gas, Floating Liquefied Natural Gas and Floating Storage Regas Unit, or FSRU can be used. Mobile Offshore Production Units, or MOPU , and Floating Storage Offloading Units , or FSO are popular for shallow water developments.
The geographical range of the FPS industry has also changed over the years. For the first few decades of industry activity, projects were concentrated in the Gulf of Mexico and the North Sea. However, with discoveries of new hydrocarbon basins, the location of offshore developments expanded to include most parts of the world, with Brazil, West Africa, and Southeast Asia now leading the way.
Source: Energy Maritime Associates, January 2017

Along with increasing water depth, the size and complexity of these offshore developments has also grown, which in turn has increased the size and complexity of the FPS units. Project development cycles have increased in time, complexity, and cost. In particular, the time between initial discovery and starting production is now five to ten years.
This lengthening of project time is due to a combination of factors, including the complexity of the field itself, as well as increased front end engineering and design, expanded internal company review processes, and compliance with local regulations. This additional planning and scrutiny is largely a response to past projects which did not meet the planned budget, schedule, and/or operational expectations.
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Contract Awards and Orderbook

Production from floating production systems has been increasing over the past 20 years, but not in a consistent manner. Approval of these projects depends largely on the oil price expectation at the time and the related production potential associated with the specific project. As a result, the orders for FPS units generally follow the price of oil. However, oil price is not the only factor. Development costs also play a major role in determining the economic viability of a project. After the price of Brent crude dropped to $34 per barrel in 2008, only 10 FPS units were awarded in 2009. As the price of Brent crude recovered to over $100 per barrel, 25-33 FPS units were awarded each year from 2010 to 2014. With the sharp decline in oil prices throughout 2015, only 15 units were awarded that year. There were no FPS awards in the first quarter of 2016, but orders resumed in the second quarter due to reduction in costs to levels last seen in a decade ago as well as a gradual recovery in oil prices. 19 FPS units were ordered in 2016.

 


Source: Energy Maritime Associates, January 2017

Currently Installed Units

As of January 2017, there are 278 FPS systems in service worldwide comprised of FPSOs (60% of the current total), Production Semis (13%), TLPs (9%), Production Spars (7%), FSRU (7%), and Production Barges (3%). This does not include 37 production units and eight floating storage/offloading units that are available for re-use. Another 102 floating storage/offloading units (without production capability) are in service.
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Source: Energy Maritime Associates, January 2017
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Global Distribution of Installed Units by Type:
 
 
Source: Energy Maritime Associates, January 2017
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Source: Energy Maritime Associates, January 2017

Markets

The top five regions for floating production systems are Southeast Asia (23%), Brazil (17%), Africa (16%), Gulf of Mexico ("GOM") (14%), and Northern Europe ("NE") (12%). The type of systems varies widely from region to region – FSOs are the dominant type in Southeast Asia ("SEA") due to the relatively shallow water depths and lack of infrastructure. In this type of environments, a fixed production platform and FSO is often the most economic development option.
The current order backlog consists of 54 production floaters, seven FSOs (four Oil and three LNG) and six Mobile Offshore Production Units, or MOPUs. Within the backlog, 34 units are utilizing purpose-built hulls and 20 units are based on converted hulls. Of the production floaters being built, 28 are owned by field operators, 26 by leasing contractors.
Since 1996, the production floater order backlog has ranged from a low of 17 units in 1999 to a peak of 71 units in the first half of 2013. Within this period, there have been multiple cycles: a downturn in 1998 and 1999 followed by an upturn from 2000 to 2002 of 17 to 39 units, relative stability in 2003 and 2004, an upturn from 2005 to 2007 from 35 to 67 units followed by a downturn from 2008 to 2009 down to 32 units, an upturn between 2010 and 2013 to 71 units, and a gradual decline to 54 units by the end of 2016.
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The leading destinations for the FSOs currently on order are Northern Europe and Southeast Asia.
 

 
Source: Energy Maritime Associates, January 2017


Most Attractive Growth Regions

Between 2022 and 2027, Brazil and West Africa are expected to continue to be the most attractive areas for offshore projects and present ample investment opportunities according to respondents of EMA's 2017 industry sentiment survey. As of January 2017, these two regions account for 35% (78 out of 226) potential floating production projects in the planning process. Other industry participants believe that Southeast Asia and GOM-Mexico present the next largest growth opportunities globally. New shallow and deep water projects requiring FPSOs and FSOs are expected to increase dramatically following reforms in Mexico to allow foreign investment. East Africa is also expected to see new floating production units, following large gas discoveries in Mozambique and Tanzania.
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Source: Energy Maritime Associates, January 2017
The FSO Market

FSOs provide field storage and offloading in a variety of situations. FSOs are primarily used in conjunction with fixed platforms, MOPUs and production floaters (Semis, TLPs, Spars) to provide offshore field storage of oil and condensate. They are also used as offshore storage/export facilities for onshore production fields and as storage/blending/transhipment terminals for crude oil or refined products. Most FSOs store oil, although there are a few FSOs that store liquefied natural gas, or LNG, or liquefied petroleum gas, or LPG.
FSOs range from simple tankers with few modifications to purpose built and extensively modified tankers with significant additional equipment at a total cost ranging between $250 and $300 million. Oil storage capacity on FSOs varies from 60,000 barrels to 3 million barrels. FSO Asia and FSO Africa, which are co-owned by Euronav, are among the largest and most complex FSOs in operation. Water depth ranges from 15 meters to 380 meters with the exception of an FSO located in Brazil's Marlim Sul field (1,180 meters). There is no inherent limitation on water depth for FSOs.
Most FSOs currently in operation are older single-hull tankers modified for storage/offloading use. Approximately 60% of the FSOs now operating are at least 20 years old, with almost 30% over 30 years old. Production continues on many of these fields, therefore requiring life extension or replacement of these older hulls. Around 40% of the FSOs in service are Aframax or Suezmax-size (600,000 to 1 million barrels). VLCC or ULCC size units (up to 3 million barrels) account for another 40%. The remaining 20% of FSOs is comprised of smaller units.
Slightly over 50% of FSOs in service are positioned in Southeast Asia. Approximately 15% are in West Africa. The others are spread over the Middle East, India, Northern Europe, Mediterranean, Brazil, and elsewhere.
Large storage capacity and ability to be moored in almost any water depth makes FSOs ideal for areas without pipeline infrastructure and where the production platform has no storage capabilities (fixed platforms, MOPU, Spar, TLP, Semi-submersible platform). FSOs have no or limited process topsides, which make them relatively simple to convert from old tankers, as compared to an FPSO. FSOs can be relocated to other fields and some have also later been converted to FPSOs.
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The Key Components of an FSO

Unlike other FPS systems, the hull is the primary component of an FSO. Topsides are normally simple and feature primarily accommodation, helicopter landing facilities, crude metering equipment, and sometimes power generation. However some FSOs, including the FSO Asia and the FSO Africa, which are co-owned by Euronav, have more sophisticated topsides (which are described below).  Mooring systems are the same as for an FPSO: spread-mooring or turret-moored (internal and external). In addition, some simple storage units are moored by their own anchor or alongside a jetty. In benign environments, an FSO can be moored to a Catenary Anchor Leg Mooring buoy (soft mooring), where the buoy is fixed to the seabed and attached to the FSO by mooring ropes.
Some FSOs, such as FSO Asia and FSO Africa, include a small part of the production process, particularly water separation/treatment and chemical injection. For example, after initial processing on the platform, the FSO Asia and FSO Africa may provide additional processing of the platform fluids and separate the water from the crude oil. The oil and water are usually heated, accelerating the separation of the two organic compounds. Once separated, oil is transferred to separate storage cargo tanks and then offloaded to export vessels. Water is treated, purified and returned to the underwater source reservoir or directly to the sea.
Trends in FSO orders

Approximately 31 orders for FSOs have been placed over the past five years, an average of 6.2 annually. While the majority of FSOs were converted from oil tankers, approximately 20% of these units were purpose-built as FSOs. This is in line with the currently installed fleet profile.
Forecast Summary

EMA is tracking 32 potential projects in the planning stage that may require an FSO. The number of FSO projects in the planning pipeline had been increasing, but is down slightly from last year. In 2013 there were 29 FSO projects visible. In 2016 the number was 35 projects. FSO projects can typically be developed more quickly than other FPS developments and therefore there are a number of projects to be awarded in the next five years that are not yet visible.
The prospects for the FSO sector remain good, despite the low oil price environment. There remains a large number of visible offshore energy development projects in the planning stage as well as activity in the drilling market. Since January 2015, the average drilling rates for jack-up rigs have decreased by over 40% in Southeast Asia and Northern Europe. In these areas the most popular development option is an FSO, in conjunction with a fixed platform or MOPU.
The vast majority of FSO orders will continue to go to Southeast Asian countries including Thailand, Vietnam, and Malaysia, but there has been increased activity in the North Sea and Mediterranean as well. Mexico is also a large potential market for FSO solutions, which would be ideal for many shallow water developments.
From 2017-2021, converted oil tankers will remain the dominant choice for FSOs. Newbuilt units will be used for some projects in the North Sea as well as for condensate FSOs on gas fields. We expect between 16-20 conversion and 4-8 newbuilding orders over the next five years. In addition, we expect 2-6 FSO orders to be filled by redeployed units. Currently there are 25 idle FPSOs and 8 idle FSOs, with 22 more potential redeployment units coming off contract over the next five years.
Between $2.6 and $4.7 billion is expected to be spent on FSO orders over the next five years, with the mid-price being $3.5 billion. Around 55% will be spent on conversions, 35% on newbuildings, and 10% on redeployments. The purpose-built units will cost in the range of $150 to $250 million. Converted units will cost $50 to $150 million. Capital cost for redeployed units would depend on the value assigned to the existing asset, but should be lower than a converted unit. Where the capex falls in this range depends on the hull size, design life and mooring/ offloading system needed.
In the past, the majority of vessels chosen for conversion were between 20 and 25 years old. However, this trend is changing as companies increasingly scrutinize the quality and hull fatigue of the units earmarked as conversion candidates. Some recent FPSO conversion projects have selected newbuilt or units as young as 5 years old.
Increasingly, FSO conversion work is being carried out in Chinese yards, but some of the more complex FSO projects will be continue to be performed in Singapore and Malaysia. Most newbuilt units have been constructed by the Chinese and Korean yards. However Jurong shipyard in Singapore was awarded a contract in 2015 for a high spec unit destined for the UK's Culzean field.
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Competition

Competition in the FSO market includes tanker owners, specialized FSO/FPSO contractors, and engineering/construction companies in the floating production sector. Tanker owners tend to compete for projects which require less modification and investment. Companies such as Teekay Offshore Partners L.P., Knutsen NYK Offshore Tankers AS, Malaysia International Shipping Corporation Berhad, and Omni Offshore Terminals Pte Ltd target more complex FSO projects with higher specifications and client requirements. FPSO contractors such as MODEC Inc, SBM Offshore N.V., SBM, and BW Offshore Limited had competed in the FSO market in the past, but are now primarily focused on large FPSO projects.
Most clients conduct a detailed pre-qualification screening before accepting proposals. Pre-qualification requirements include: FSO conversion and operation experience, health, safety, environment systems and procedures, access to tanker for conversion, and financial resources.
Contract Structure

As part of the overall offshore field development, most FSOs are leased on long-term (5 to 15 years), fixed rate service contracts (normally structured as either a time charter or a bareboat contract). The FSO is essential to the field production as oil is exported via the FSO.  Typically, the FSO contract has a fixed period as well as additional extension periods (at the charterer's option) depending on the projected life of the development project. The FSO is designed to remain offshore for the duration of the contact, as opposed to conventional tankers, which have scheduled drydocking repairs every 2 to 3 years. Depending on tax treatment and local regulations, some oil companies elect to purchase the FSO rather than lease it, particularly when the unit is expected to remain on site for over 20 years. However, there have been FSO lease contracts for 20 or even 25 years.
Environmental and Other Regulations
Government laws and regulations significantly affect the ownership and operation of our vessels. We are subject to various international conventions, laws and regulations in force in the countries in which our vessels may operate or are registered. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modification and implementation costs.
A variety of governmental, quasi-governmental and private organizations subject our vessels to both scheduled and unscheduled inspections. These organizations include the local port authorities, national authorities, harbor masters or equivalent entities, classification societies, relevant flag state (country of registry) and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits, licenses, certificates and approvals for the operation of our vessels. Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage.
We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for tankers that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international environmental laws and regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however, because such laws and regulations are frequently changed and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result in additional legislation or regulation that could negatively affect our profitability.
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International Maritime Organization
The International Maritime Organization, or the IMO, is a specialized agency of the United Nations responsible for setting global standards for the safety, security and environmental performance of vessels engaged in international shipping. The IMO primary objective is to create a regulatory framework for the shipping industry that is fair and effective, and universally adopted and implemented. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited to the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000, or the CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, or the Bunker Convention and MARPOL. MARPOL is broken into six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to the prevention of pollution by oil; Annexes II and III relate to the prevention of pollution by noxious liquid substances carried in bulk and harmful substances carried by sea in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, adopted by the IMO in September of 1997, relates to air pollution by ship emissions, including greenhouse gases.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances," defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls) are also prohibited and the emission of Volatile Organic Compounds is controlled. Annex VI also includes a global cap on the sulfur content of fuel oil (see below).
The amended Annex VI will reduce air pollution from vessels by, among other things, (i) implementing a reduction of sulfur oxide emissions from ships. On October 27, 2016, at its 70th session, or MEPC 70, the Marine Environment Protection Committee, or MEPC, announced its decisions concerning the implementation of regulations mandating a reduction in sulfur emissions from the current 3.50% to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use of emission scrubbers or buy fuel with low sulfur content. Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. At MEPC 70, MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxides, effective January 1, 2021. It is expected that these areas will be formally designated after draft amendments are presented at MEPC's next session. The U.S. ratified the Annex VI amendments in October 2008, and the U.S. Environmental Protection Agency, or EPA, promulgated equivalent emissions standards in late 2009.
Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.10%. Amended Annex VI establishes procedures for designating new ECAs, and the Baltic Sea, the North Sea, certain coastal areas of North America, and the U.S. Caribbean Sea are all within designated ECAs where the 0.10% fuel sulfur content applies. Ocean-going vessels in these areas will be subject to stringent emissions controls and may cause us to incur additional losses. Amendments to Annex VI imposed stricter nitrogen oxide standards on marine diesel engines installed on ships built on or after January 1, 2016 which operate in North American and U.S. Caribbean ECAs. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.
If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. As of the date of this annual report, we are in compliance with applicable requirements under Annex VI, as amended.
Safety Management System Requirements
The IMO also adopted SOLAS, and the International Convention on Load Lines, or LL Convention, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 amendments to SOLAS that relate to the safe manning of vessels entered into force on January 1, 2014. The Convention on Limitation of Liability for Maritime Claims of 1976 as amended, or the LLMC, was recently amended and the amendments went into effect on June 8, 2015. The amendments alter the limits of liability for loss of life, personal injury, and property claims against shipowners.
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Our operations are also subject to environmental standards and requirements contained in the ISM Code, to provide an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires the owner of a vessel, or any person who has taken responsibility for operation of a vessel, to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. If we fail to comply with the ISM Code, we may be subject to increased liability, invalidation of our existing insurance or a reduction in available insurance coverage for our affected vessels. We rely upon the safety management system that has been developed for our vessels for compliance with the ISM Code.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the ISM Code. These documents of compliance and safety management certificates are renewed as required.
Pollution Control and Liability Requirements
IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatory nations to such conventions. For example, many countries have ratified and follow the liability plan adopted by the IMO and set out in the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions and limitations. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC also covers bunker oil pollution by tankers but only when loaded or when cargo residues remain on board. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to the vessel's limitation fund for a single incident. Our protection and indemnity insurance covers the liability under the plan adopted by the IMO subject to the rules and conditions of entry.
The IMO adopted the Bunker Convention, to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC. With respect to tankers, this Convention is only applicable to vessels without cargo or residues thereof on board.
With respect to non-ratifying states, liability for spills or releases of oil carried as cargo or fuel in ships' bunker tanks typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Our protection and indemnity insurance covers the liability for pollution as established by a competent court, subject to the rules and conditions of entry.
In addition, the IMO adopted the International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. All ships will also have to carry a ballast water record book and an International Ballast Water Management Certificate. The BWM Convention enters into force 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. On September 8, 2016, this threshold was met (with 52 contracting parties making up 35.14%). Thus, the BWM Convention will enter into force on September 8, 2017.  Many of the implementation dates in the BWM Convention have already passed, so that once the BWM Convention enters into force, the period of installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems, or BWMS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels constructed before the entry into force date "existing vessels" and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into force of the convention. On October 27, 2016 the MEPC updated "guidelines for approval of ballast water managements systems (G8)." G8 updates previous guidelines concerning procedures to approve BWMS, including mid-ocean ballast exchange or ballast water treatment requirements.  However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges.  The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Although we do not believe that the costs of such compliance would be material, it is difficult to predict the overall impact of such requirements on our operations.
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The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
U.S. Regulations
The U.S. Oil Pollution Act of 1990, or OPA, establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade in the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S. territorial sea and its 200 nautical mile exclusive economic zone. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances (including certain forms of oil) whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:
·
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
·
injury to, or economic losses resulting from, the destruction of real and personal property;
·
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
·
loss of subsistence use of natural resources that are injured, destroyed or lost;
·
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
·
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21, 2015, the USCG adjusted the limits of OPA liability to the greater of $2,200 per gross ton or $18,796,800 (subject to periodic adjustment for inflation), for tank vessels greater than 3,000 gross tons other than a single hull tank vessel, such as double hull tankers and our fleet is entirely composed of vessels of this size class. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA.  For example, effective October 22, 2012, the U.S. Bureau of Safety and Environment Enforcement, or the BSEE, implemented a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE announced a new pilot inspection program for offshore facilities.  On February 24, 2014, the U.S. Bureau of Ocean Energy Management, or the BOEM, proposed a rule increasing the limits of liability of damages for offshore facilities under the OPA based on inflation. Furthermore, in April 2015, it was announced that new regulations are expected to be imposed in the U.S. regarding offshore oil and gas drilling and the BSEE announced a new Well Control Rule in April 2016. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.
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CERCLA, which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third-party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We have provided such evidence and received certificates of financial responsibility from the USCG's for each of our vessels as required to have one.
Through our P&I Club membership with Gard, West of England and Brittania, we maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The U.S. Clean Water Act, or the CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.
The EPA and the USCG have enacted rules relating to ballast water discharge, compliance with which could require the installation of equipment on our vessels to treat ballast water before it is discharged, or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or which may otherwise restrict our vessels from entering U.S. waters.
The EPA regulates the discharge of ballast and bilge water and other substances in U.S. waters under the CWA. EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) to comply with a Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP, authorizing ballast and bilge water discharges and other discharges incidental to the operation of vessels.  For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent at least 30 days before the vessel operates in U.S. waters. The VGP imposes technology and water-quality based effluent limits for certain types of discharges and establishes specific inspection, monitoring, record-keeping and reporting requirements to ensure the effluent limits are met.  On March 28, 2013, the EPA re-issued the VGP for another five years, effective from December 19, 2013. The new VGP focuses on authorizing discharges incidental to operations of commercial vessels, and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent requirements for exhaust gas scrubbers, and the use of environmentally acceptable lubricants.
In addition, under Section 401 of the CWA, the VGP must be certified by the state where the discharge is to take place. Certain states have enacted additional discharge standards as conditions to their certification of the VGP. These local standards bring the VGP into compliance with more stringent state requirements, such as those further restricting ballast water discharges and preventing the introduction of non-indigenous species considered to be invasive. The VGP and its state-specific regulations and any similar restrictions enacted in the future will increase the costs of operating in the relevant waters.
The USCG, regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters which require the installation of equipment to treat ballast water before it is discharged in U.S. waters or, in the alternative, the implementation of other port facility disposal arrangements or procedures.  Vessels not complying with these regulations are restricted from entering U.S. waters. As of June 21, 2012, the USCG implemented revised regulations on ballast water management by establishing standards on the allowable concentration of living organisms in ballast water discharged from ships in U.S. waters. The USCG must approve any technology before it is placed on a vessel.
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As of January 1, 2014, vessels are technically subject to the phasing-in of these standards. However, it was not until December 2016, the USCG first approved said technology. The USCG previously provided waivers to vessels that could not install the as-yet unapproved technology and vessels now requiring a waiver will need to show why they cannot install the approved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.
It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remain in effect until the EPA issues a new VGP.  In the fall of 2016 sources reported that the EPA indicated it was working on a new VGP. It presently remains unclear how the ballast water requirements set forth by the EPA, the USCG, and IMO BWM Convention, some of which are in effect and some which are pending, will co-exist.
The U.S. Clean Air Act, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.
European Union Regulations
 
In October 2009, the E.U. amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.
The E.U. has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.  The E.U. also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.  The regulation also provided the E.U. with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.  The 2015 United Nations Convention on Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016. The Paris Agreement does not directly limit greenhouse gas emissions for ships. On January 1, 2013, mandatory requirements to address greenhouse gas emissions from ships adopted by MEPC, entered into force. Under those measures by 2025, all new ships built will be 30% more energy efficient than those built in 2014. Currently operating ships are now required to develop and implement Ship Energy Efficiency Management Plans and the new ships to be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index. These requirements could cause us to incur additional compliance costs. The IMO is planning to implement market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. The E.U. has indicated that it intends to propose an expansion of the existing E.U. emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the E.U. launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In April 2015 a regulation was adopted requiring that large ships (over 5,000 gross tons) calling at E.U. ports from January 2018 collect and publish data on carbon dioxide emissions and other information.  In the U.S., the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from certain large stationary sources. The EPA enforces both the CAA and the international standards found in Annex VI of the MARPOL concerning marine diesel engines, their emissions and the sulfur content in marine fuel. Moreover, in the U.S. individual states can also enact environmental regulations. For example, California has introduced caps for greenhouse gas emissions and, in the end of 2016, signaled it might take additional actions regarding climate change. Any passage of climate control legislation or other regulatory initiatives by the IMO, E.U., the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or the Paris Agreement, that restrict emissions of greenhouse gases from marine vessels could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business may be materially affected to the extent that climate change may result in sea level changes or more intense weather events.
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International Labour Organization

The International Labour Organization, or the ILO is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006, or the MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force one year after 30 countries with a minimum of 33% of the world's tonnage have ratified it. On August 20, 2012, the required number of countries was met and MLC 2006 entered into force on August 20, 2013. Amendments to MLC 2006 were adopted in 2014 and 2016. Following the ratification of MLC 2006, we have developed certain new procedures to ensure full compliance with its requirements.
Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. The regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA.
Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter XI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or the IMDG Code.
To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. The following are among the various requirements, some of which are found in SOLAS:
·
onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
·
onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
·
the development of vessel security plans;
·
ship identification number to be permanently marked on a vessel's hull;
·
a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
·
compliance with flag state security certification requirements.
Ships operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.
The USCG regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures non-U.S. vessels provided that such vessels have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by MTSA, SOLAS and the ISPS Code, and our fleet is in compliance with applicable security requirements.
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Inspection by Classification Societies

Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class,'' signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member.
The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:
·
Annual Surveys.  For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.
·
Intermediate Surveys.  Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.
·
Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.
As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.
At an owner's application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
Most vessels are subject also to a minimum of two examinations of the outside of a vessel's bottom and related items during each five-year special survey period. Examinations of the outside of a vessel's bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the third Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.
In general during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a ''recommendation'' which must be rectified by the shipowner within prescribed time limits.
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Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies, or the IACS. All our vessels are certified as being "in-class" by American Bureau of Shipping, Lloyds Register or Bureau Veritas who are all members of IACS. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.
In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.
Risk of Loss and Liability Insurance

General
The operation of any cargo vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which in certain circumstances imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. While we believe that our present insurance coverage is adequate, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Marine and War Risks Insurance
We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this annual report, nil deductible applies under the war risks insurance.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our contractual and third-party liabilities in connection with our shipping activities in accordance with the Rules of the P&I Association. This covers third-party liability and other related expenses including but not limited to those resulting from injury or death of crew, passengers and other third-parties, loss of or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and mandatory wreck removal (not including towage costs, which is covered by marine or war risk insurance). Protection and indemnity insurance is a form of mutual indemnity insurance, extended by mutual protection and indemnity associations, or "clubs."
As a member of a P&I Club that is a member of the International Group of P&I Clubs, or the International Group, we carry protection and indemnity insurance coverage capped at $1 billion for oil pollution claims and at $3.0 billion for other claims per vessel per incident. The P&I Clubs that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities in excess of their own retention (presently $9.0 million). Although the P&I Clubs compete with each other for business, they have found it beneficial to pool their larger risks under the auspices of the International Group. This pooling is regulated by a contractual agreement which defines the risks that are to be pooled and exactly how these risks are to be shared by the participating P&I Clubs. We are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Clubs comprising the International Group.
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Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We have been able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.
C.          Organizational Structure

We were incorporated under the laws of Belgium on June 26, 2003. We own our vessels either directly at the parent level, indirectly through our wholly-owned vessel owning subsidiaries, or jointly through our 50%-owned subsidiaries. We conduct our vessel operations through our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd., and also through the TI Pool. Our subsidiaries are incorporated under the laws of Belgium, France, United Kingdom, Liberia, Luxembourg, Cyprus, Hong Kong, Singapore and the Marshall Islands. Our vessels are flagged in Belgium, the Marshall Islands, France, Panama and Greece.
Please see Exhibit 8.1 to this annual report for a list of our subsidiaries.
D.          Property, Plants and Equipment

For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."
We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place for such use as of January 1, 2017:
·
Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $171,390.
·
Greece, located at 69 Akti Miaouli, Piraeus, Greece 185 37, for a yearly rent of $252,680.
·
France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a total yearly rent of $28,961.
·
United Kingdom, London, located at Moreau House, 3rd Floor, 116 Brompton Road, London SW3 1JJ for a yearly rent of $263,812 (our former London office) through January 2018, which we sublease to a third party for the remaining term and received a total yearly rent of $127,538.
·
United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $890,798. We sublease part of this office space to third parties and received a total yearly rent of $663,849 (our new London office).
·
Singapore, located at 10 Hoe Chiang Road # 10-04, Keppel Tower, Singapore 089315, for a yearly rent of $52,557.
·
Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $38,461.
Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for further information on leases we have entered into with related parties.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.
Factors affecting our results of operations
The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:
·
The spot rate and time charter market for VLCC and Suezmax tankers;
·
The number of vessels in our fleet;
·
Utilization rates on our vessels, including actual revenue days versus non-revenue ballast days;
·
Our ability to maintain and grow our customer relationships;
·
Economic regulatory, political and government conditions that affect the tanker shipping industry;
·
The earnings on our vessels;
·
Gains and losses from the sale of assets and amortization of deferred gains;
·
Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;
·
Impairment losses on vessels;
·
Administrative expenses;
·
Acts of piracy or terrorism;
·
Depreciation;
·
Drydocking and special survey days, both expected and unexpected;
·
Our overall debt level and the interest expense and principal amortization; and
·
Equity gains (losses) of unconsolidated subsidiaries and associated companies.
Lack of Historical Operating Data for Vessels Before Their Acquisition
Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial and/or operational due diligence process when we acquire vessels. Accordingly, we do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership.
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Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. Although the vessels we acquire generally do not have a charter attached, we have agreed to acquire (and may in the future acquire) some vessels with time charters attached. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer's entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer. When we acquire a vessel and assume a related time charter, we take the following steps before the vessel will be ready to commence operations:
·
obtain the charterer's consent to us as the new owner;
·
obtain the charterer's consent to a new technical manager;
·
in some cases, obtain the charterer's consent to a new flag for the vessel;
·
arrange for a new crew for the vessel;
·
replace most if not all hired equipment on board, such as computers and communication equipment;
·
negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
·
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
·
implement a new planned maintenance program for the vessel; and
·
ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.
The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see Note 1—Summary of Significant Accounting Policies to our consolidated financial statements included herein.
Revenue Recognition
We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Within the shipping industry, there are two methods used to account for voyage charter revenue: (1) ratably over the estimated length of each voyage and (2) completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in the shipping industry and the method we use. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. We do not begin recognizing voyage revenue until a charter has been agreed to by both us and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.
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Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.
For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a TCE basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue. The pool follows the same revenue recognition principles, as applied by us, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
The following table presents our average TCE rates (in U.S. dollars) and vessel operating days, which are the total days the vessels were in our possession for the relevant period, net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys for the periods indicated:
   
Year ended December 31, 2016
    
Year ended December 31, 2015
    
Year ended December 31, 2014
  
   
REVENUE
    
REVENUE
    
REVENUE
  
   
Fixed
    
Spot
    
Pool
    
Fixed
    
Spot
    
Pool
    
Fixed
    
Spot
    
Pool
  
TANKER SEGMENT*
                                                      
VLCC
                                                      
Average rate
  
$
42,618
    
$
47,384
    
$
41,863
    
$
41,981
    
$
30,734
    
$
55,055
    
$
38,538
    
$
14,120
    
$
27,625
  
Vessel Operating days
    
1,918
      
468
      
8,167
      
954
      
380
      
8,311
      
687
      
791
      
5,816
  
                                                                         
SUEZMAX
                                                                        
Average rate
  
$
26,269
    
$
27,498
      
−
    
$
35,790
    
$
41,686
      
−
    
$
25,929
    
$
23,382
      
−
  
Vessel Operating days
    
2,105
      
4,646
      
−
      
2,297
      
4,483
      
−
      
2,949
      
3,825
      
−
  
                                                                         
FSO SEGMENT**
                                                                        
FSO
                                                                        
Average rate
  
$
178,650
      
−
      
−
    
$
178,778
      
−
      
−
    
$
175,426
      
−
      
−
  
FSO Operating days
    
366
      
−
      
−
      
365
      
−
      
−
      
365
      
−
      
−
  

* The figures for the tanker segment do not include our economic interest in joint ventures.
**The figures for the FSO segment are included and presented at our economic interest, 50%.
Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, (reflected under "Pool" in the table above), whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel (reflected under "Spot" in the table above).
Vessel Useful Lives and Residual Values
The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 25 years are used. Newbuildings are depreciated from delivery from the construction yard. Purchased vessels and FSOs converted later into an FSO are depreciated over their respective remaining useful lives as from the delivery of the construction yard to its first owner.
On December 31, 2016, all of our owned vessels were of double hull construction. If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels.
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We estimate that our vessels will not have any residual value at the end of their useful lives. Even though the scrap value of a vessel could be worth something, it is difficult to estimate taking into consideration the cyclicality of the nature of future demand for scrap steel and is likely to remain volatile and unpredictable. The costs of scrapping and disposing of a vessel with due respect for the environment and the safety of the workers in such specialized yards is equally challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. For example, certain organizations have suggested that the industry adopt The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Convention. While this Convention has not been accepted yet by the flag states of the flags we use, we believe that this Convention or a similar convention may be adopted in the future. In the event that more stringent requirements are imposed upon tanker owners, including those seeking to sell their vessels to a party that intends to recycle the vessels after they have been purchased, or a Recycling Purchaser, such requirements could negatively impact the sales prices obtainable from the Recycling Purchasers or require companies, including us, to incur additional costs in order to sell their vessels to recycling purchasers or to other foreign buyers intending to use such vessels for further trading. Therefore, we take the view that by the time our assets reach the end of their useful lives, their scrap values are likely to be the same as their disposal costs.
Vessel Impairment
The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. The carrying amounts of our vessels are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.
FSO Impairment
Due to the fact that FSO vessels are often purposely built for specific circumstances, and due the absence of an efficient market for transactions of FSO vessels, the carrying values of our FSO's may not represent their fair values at any point in time. The carrying amounts of our FSO's are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single FSO. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.
Calculation of recoverable amount
The recoverable amount of an asset or cash generating unit is the greater of its fair value less its cost to sell and value in use. In assessing value in use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit.
The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.
In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. Specifically, in estimating future charter rates or service contract rates, management takes into consideration estimated daily rates for each asset over the estimated remaining lives. The estimated daily TCE rates are based on the trailing 10-year historical average rates, based on quarterly average rates published by a third-party maritime research service. Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is the most appropriate reflection of a typical shipping cycle. When using 5-year or 1-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods.
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Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with our depreciation policy.
The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrappings, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.
Our Fleet—Vessel Carrying Values
During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment analysis discussed above, we have concluded that for the years ended December 31, 2016 and 2015, no impairment was required.
The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of December 31, 2016 and December 31, 2015. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment." We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values. For each of the vessels that we designated as held for sale at December 31, 2016 and December 31, 2015, we either used the agreed upon selling price of each vessel if an agreement has been reached for such sale or an estimate of basic market value if an agreement for sale has not been reached as of the date of this annual report.
               
(In thousands of USD)
  
Vessel Type
  
Numbers of Vessels at December 31, 2016
    
Numbers of Vessels at December 31, 2015
    
Carrying Value at December 31, 2016
    
Carrying Value at December 31, 2015
  
VLCC (includes ULCC) (1)
    
26
      
26
      
1,694,506
      
1,645,853
  
Suezmax (2)
    
19
      
17
      
688,657
      
642,183
  
Vessels held for sale
    
−
      
1
              
24,195
  
Total
    
45
      
44
      
2,383,163
      
2,312,231
  

(1)
As of December 31, 2016, nineteen of our VLCC owned vessels (December 31, 2015: eight) had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $1,432.2 million (December 31, 2015: $668.4 million), which exceeded their aggregate market value by approximately $298.0 million (December 31, 2015: $94.7 million).
(2)
As of December 31, 2016, seventeen of our Suezmax owned vessels (December 31, 2015: ten) had carrying values which exceeded their aggregate market values. These vessels had an aggregate carrying value of $664.8 million (December 31, 2015: $474.6 million), which exceeded their aggregate market value by approximately $204.7 million (December 31, 2015: $36.7 million).

The table above only takes into account the fleet that is 100% owned by us and therefore does not take into account the vessels that are owned in joint ventures or the FSOs as they are accounted for using the equity method.
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Vessels held for sale
Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).
Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost to sell.
Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
Vessels classified as held for sale are no longer depreciated.
As of December 31, 2016, we had no vessels as a non-current asset held for sale. As of December 31, 2015, we had one VLCC (Famenne) as a non-current asset held for sale.
Drydocking-Component approach
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in drydock. After each drydock, all the components installed (as replacements or as additional components) during the drydock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the component is amortized if its cost is higher than the established threshold. The components will then be amortized over their estimated lifetime (3-5 years).
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Fleet Development

The following table summarizes the development of our fleet as of the dates presented below*:
   
Year ended December 31, 2016
    
Year ended December 31, 2015
    
Year ended December 31, 2014
  
VLCCs
                  
At start of period
    
28.5
      
27.5
      
12.2
  
Acquisitions
    
3.5
      
3.0
      
17.0
  
Dispositions
    
(5.0
)
    
(1.0
)
    
(2.5
)
Chartered-in
    
3.0
      
(1.0
)
    
0.8
  
At end of period
    
30.0
      
28.5
      
27.5
  
Newbuildings on order
    
2.0
      
3.0
      
−
  
Suezmax
                        
At start of period
    
20.0
      
21.0
      
21.0
  
Acquisitions
    
1.0
      
−
      
−
  
Dispositions
    
(1.0
)
    
(1.0
)
    
−
  
Chartered in
    
(1.0
)
    
−
      
−
  
At end of period
    
19.0
      
20.0
      
21.0
  
Newbuildings on order
    
2.0
      
−
      
−
  
FSO
                        
At start of period
    
1.0
      
1.0
      
1.0
  
Acquisitions
    
−
      
−
      
−
  
Dispositions
    
−
      
−
      
−
  
Chartered in
    
−
      
−
      
−
  
At end of period
    
1.0
      
1.0
      
1.0
  
Newbuildings on order
    
−
      
−
      
−
  
Total fleet
                        
At start of period
    
49.5
      
49.5
      
34.2
  
Acquisitions
    
4.5
      
3.0
      
17.0
  
Dispositions
    
(6.0
)
    
(2.0
)
    
(2.5
)
Chartered in
    
2.0
      
(1.0
)
    
0.8
  
At end of period
    
50.0
      
49.5
      
49.5
  
Newbuildings on order
    
4.0
      
3.0
      
−
  

* This table includes vessels we own through joint venture entities, which we recognize in our income statement using the equity method, at our respective share of economic interest. This table does not include vessels acquired, but not yet delivered.
Vessel Acquisitions and Charter-in Agreements
In January 2014, we agreed to acquire 15 modern VLCCs from Maersk Tankers, or the 2014 Fleet Acquisition Vessels for a total purchase price of $980.0 million payable as the vessels were delivered to us charter-free. This acquisition was fully financed through a combination of new equity and debt issuances and borrowings under our $500.0 million Senior Secured Credit Facility.  During the period from February 2014 through October 2014, we took delivery of all of the 2014 Fleet Acquisition Vessels from Maersk Tankers, Nautilus, Nucleus, Navarin, Newton, Sara, Ilma, Nautic, Ingrid, Noble, Nectar, Simone, Neptun, Sonia, Iris and Sandra.
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On February 5, 2014, we agreed to charter-in the VLCC Maersk Hojo from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months. The time charter commenced on March 24, 2014 upon delivery of the vessel to us. On February 5, 2014, we agreed to charter-in the VLCC Maersk Hirado from Maersk Tankers A/S for a period of 12 months, with the option to extend the charter for an additional 12 months. The time charter commenced on May 3, 2014 upon delivery of the vessel to us. On December 19, 2014 and February 26, 2015, respectively, we acquired the VLCCs Maersk Hojo and Maersk Hirado (which were formerly time chartered-in by us). At the time of each acquisition, the time charter on which each vessel was respectively employed, was terminated.
On July 7, 2014, we agreed to acquire an additional four modern VLCCs, or the VLCC Acquisition Vessels, charter-free, from Maersk Tankers for an aggregate purchase price of $342.0 million. Two of the vessels, the Hojo and Hakone, were delivered to us during December 2014. The third vessel, Hirado, was delivered to us on February 26, 2015 and the fourth and last vessel, Hakata, was delivered to us on April 9, 2015.
On June 15, 2015, we entered into an agreement with an unrelated third-party to acquire contracts for the construction of the Metrostar Acquisition Vessels, which at the time of our purchase were under construction at Hyundai, for an aggregate purchase price of $384.0 million, or $96.0 million per vessel. The first vessel, the Antigone, was delivered to us on September 25, 2015. The second vessel, the Alice, was delivered to us on January 26, 2016. The third vessel, the Alex, was delivered to us on March 24, 2016. The fourth vessel, the Anne, was delivered to us on May 13, 2016.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti Shipholding Ltd., or Moneghetti, and Fontvieille Shipholding Ltd., or Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano Shipholding Ltd., or Fiorano, and Larvotto Shipholding Ltd., or Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto.  In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels.  As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria, respectively.  We no longer have an equity interest in Moneghetti or Fontvieille, which now fully own the Suezmaxes Devon and the Eugenie, respectively.  Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies. We refer to these transactions collectively as the Share Swap and Claims Transfer Agreement.
On August 16, 2016, we entered into an agreement for the acquisition through resale of two VLCCs which are under construction at Huyndai for an aggregated purchase price of $169 million or $84.5 million per vessel. The vessels Ardeche and Aquitaine were delivered to us on January 12, 2017 and January 20, 2017 respectively.
On October 3, 2016, we entered into construction contracts with Hyundai for two high specification Ice-Class Suezmax vessels from Hyundai, which we expect will be delivered to us in the first half of 2018.
On November 1, 2016, we entered into an agreement to purchase the VLCC V.K. Eddie from our 50% joint venture Seven Seas Shipping Ltd., or Seven Seas, at a price of $39.0 million.
Vessel Sales and Redeliveries
On April 6, 2014, we redelivered the VLCC Island Splendor, in which we had a 20% economic interest, which was co-chartered-in with Tankers International, to its owner upon the conclusion of the time charter-in period.
On January 7, 2014, we sold the VLCC Luxembourg, for $28.0 million to an unrelated third-party, resulting in a capital gain of $6.4 million, which was recognized upon delivery of the vessel on May 28, 2014.
In April 2014, our counterparty exercised a purchase option to buy the Olympia and the Antarctica from us for an aggregate purchase price of $178.0 million, of which $20.0 million had been received in January 2011 as an option fee deductible from the purchase price. The sale resulted in a combined loss of $7.4 million which was recorded in the second quarter of 2014. The Olympia was delivered to its new owner on September 8, 2014 and the Antarctica was delivered to its new owner on January 15, 2015, earlier than expected, resulting in an increased sale price and a corresponding gain on disposal of assets of $2.2 million, which was recorded in the first quarter of 2015.
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On July 31, 2014, Belle Shipholdings, a related party, sold the Cap Isabella. Our bareboat charter was subsequently terminated on October 8, 2014 upon delivery of the vessel to its new owner. We were entitled to receive a share of the profit resulting from the sale of this vessel by Belle Shipholdings of $4.3 million, which was recorded in the fourth quarter of 2014.
On November 11, 2015, we sold the Suezmax Cap Laurent for a net price of $22.3 million to an unrelated third-party, resulting in a capital gain of $11.1 million in the fourth quarter of 2015. We delivered the vessel to its new owner on November 26, 2015.
On January 15, 2016, we sold the VLCC Famenne, for a net price of $38.0 million to an unrelated third-party, resulting in a capital gain of $13.8 million, which was recorded in the first quarter of 2016. We delivered the vessel to its new owner on March 9, 2016.
On October 27, 2016 and November 27, 2016, we redelivered the VLCC KHK Vision and the Suezmax Suez Hans, respectively, to their owners upon the conclusion of their respective time charter-in periods.
On December 16, 2016, we entered into a five-year sale and leaseback agreement with an unrelated third-party for four VLCCs. The four VLCCs are the Nautilus, the Navarin, the Neptun, and the Nucleus. The transaction assumed a net en-bloc sale price of $185 million and produced a capital gain of $41.5 million which was recorded in the fourth quarter of 2016. However, because there was a total difference of $5.0 million between the observable fair value of the assets ($181 million) and the sale price ($186 million), this excess has been deferred and being amortized over the period for which the asset is expected to be used (in this case, the duration of the lease, which is 5 years.).
A.  Operating Results
 
Year ended December 31, 2016, compared to the year ended December 31, 2015
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Voyage charter and pool revenues
    
544,038
      
720,416
      
(176,378
)
    
(24
)%
Time charter revenues
    
140,227
      
126,091
      
14,136
      
11
%
Other income
    
6,996
      
7,426
      
(430
)
    
(6
)%
Total shipping revenues
    
691,261
      
853,933
      
(162,672
)
    
(19
)%
Voyage expenses and commissions
    
(59,560
)
    
(71,237
)
    
11,677
      
(16
)%

Voyage Charter and Pool Revenues.    Voyage charter and pool revenues decreased by 24%, or $176.4 million, to $544.0 million for the year ended December 31, 2016, compared to $720.4 million for the same period in 2015. This decrease was due to a decrease in the average TCE rates for VLCCs and Suezmax tankers from $52,802   and $39,689, respectively in 2015 to $42,243 and $27,114, respectively in 2016. This decrease in the average TCE was partially offset by an increase of the total number of vessel operating days.
Time Charter Revenues.    Time charter revenues increased by 11%, or $14.1 million, to $140.2 million for the year ended December 31, 2016, compared to $126.1 million for the same period in 2015.  This increase was partly due to several new time charter contracts at the end of 2015 and in 2016 resulting in an increase in fixed operating days. The increase in fixed operating days was partially offset by a lower rate received during 2016 due to renewal of charters and by the market-related profit share earned on certain of our time charter-out vessels due to less favorable market conditions.
Other Income.    Other income decreased by 6%, or $0.4 million, to $7.0 million for the year ended December 31, 2016, compared to $7.4 million for the same period in 2015. Other income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
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Voyage Expenses and Commissions.    Voyage expenses and commissions decreased by 16% or $11.7 million, to $(59.6) million for the year ended December 31, 2016, compared to $(71.2) million for the same period in 2015. This decrease was primarily due to a decrease of oil prices which reduced bunker expenses, the largest component of voyage expenses and more vessels operating under a long term time charter.
Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.
The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Net gain (loss) on lease terminations
    
−
      
−
      
−
      
0
%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale and loss on disposal of investments in equity-accounted investees)
    
26,247
      
5,300
      
20,947
      
395
%

Net gain (loss) on lease terminations.    We did not terminate any leases during the years ended December 31, 2016 and 2015.
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale, and loss on disposal of investments in equity-accounted investees).    Net gain (loss) increased by 395%, or $20.9 million, to a gain of $26.2 million for the year ended December 31, 2016, compared to a gain of $5.3 million for the same period in 2015. The net gain on sale of assets of $26.2 million in 2016 represents the difference between a capital gain of $13.8 million recorded on the sale of the VLCC Famenne, a capital gain of $36.5 million recorded on the sale and lease back transaction of the VLCC Nautilus, Navarin, Neptun and Nucleus, and a loss of $24.1 million on the disposal of the joint ventures with Bretta, where we assumed full ownership of the two youngest vessels, the Suezmax Captain Michael and the Suezmax Maria. The net gain on sale of assets of $5.3 million in 2015 represents the difference between a capital gain of $11.1 million on the sale of the Suezmax Cap Laurent, an additional capital gain of $2.2 million on the sale of the VLCC Antarctica, and a write-off of the $8.0 million option fee related to the option to purchase four VLCCs from the seller of the Metrostar Acquisition Vessels, which our Board of Directors decided not to exercise in the third quarter of 2015.
Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Total VLCC operating expenses
    
100,848
      
99,682
      
1,166
      
1
%
Total Suezmax operating expenses
    
59,351
      
54,036
      
5,315
      
10
%
Total vessel operating expenses
    
160,199
      
153,718
      
6,481
      
4
%

Total vessel operating expenses increased by 4%, or $6.5 million, to $160.2 million during the year ended December 31, 2016, compared to $153.7 million for the same period in 2015. This increase was primarily due to an increase in the number of vessels operated by us (i) following the delivery of newbuildings the VLCCs Alice, Alex, and Anne , (ii) the acquisition of the joint venture stake we did not own in the Suezmaxes Captain Michael, Maria  and VLCC V.K. Eddie (see Fleet Development). The increase was partly offset by the sale of the VLCC Famenne and Suezmax Cap Laurent.
VLCC operating expenses increased by 1%, or $1.2 million, during the year ended December 31, 2016, compared to the same period 2015. The increase was primarily attributable to additional vessels acquired and delivered in 2016 and in the course of 2015, offset by the sale of the Famenne and lower technical expenses in general.
Suezmax operating expenses increased by 10%, or $5.3 million, during the year ended December 31, 2016, compared to the same period 2015. The increase was mainly due to the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development), partially offset by the sale of the Cap Laurent at the end of 2015.
80


Time charter-in expenses and bareboat charter-hire expenses.
The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Time charter-in expenses
    
16,921
      
25,849
      
(8,928
)
    
(35
)%
Bareboat charter-hire expenses
    
792
      
−
      
792
      
−
  
Total charter hire expense
    
17,713
      
25,849
      
(8,136
)
    
(31
)%

Time charter-in expenses. Time charter-in expenses decreased by 35%, or $8.9 million, to $16.9 million during the year ended December 31, 2016, compared to $25.8 million for the same period in 2015. The decrease was attributable primarily to the expiration of two time charter parties in 2016.
Bareboat charter-hire expenses. Bareboat charter-hire expenses increased by $0.8 million, to $0.8 million for the year ended December 31, 2016, compared to $0.0 million for the same period in 2015. The increase was entirely attributable to the sale and leaseback transaction of the VLCCs Nautilus, Navarin, Nucleus and Neptun on December 22, 2016.
General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
General and administrative expenses
    
44,051
      
46,251
      
(2,200
)
    
(5
)%

General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, decreased by 5%, or $2.2 million, to $44.1 million for the year ended December 31, 2016, compared to $46.3 million for the same period in 2015.
This decrease was due to, among other factors, a decrease of $1.2 million relating to equity-settled share based payments, a decrease of $0.4 million in rental expenses, a decrease of $0.4 million in directors' fees, a decrease of $0.3 million in travel expenses, and a $0.7 million reversal of provisions for onerous contracts.
Furthermore, the administrative expenses related to the TI Pool decreased by $0.9 million during the year ended December 31, 2016, compared to the same period in 2015, mainly due to the lower freight market.
The audit and other fees increased by $0.9 million during the year ended December 31, 2016, compared to the same period in 2015, due to the implementation and audit of an enhanced framework of internal controls.
The mortgages and registration fees increased by $0.9 million during the year ended December 31, 2016 compared to the same period in 2015, due to the sale of certain vessels between consolidated companies in the course of 2016.
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Depreciation and amortization expenses
    
227,763
      
210,206
      
17,557
      
8
%

Depreciation and amortization expenses increased by 8%, or $17.6 million, to $227.8 million for the year ended December 31, 2016, compared to $210.2 million for the same period in 2015.
81


Depreciations increased primarily due to (i) the acquisition and delivery of the VLCCs Antigone, Alice, Alex and Anne, resulting in an aggregate increase of $16.0 million, (ii) an increase in depreciation of drydock of $3.3 million and (iii) the acquisition of full ownership of the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development). This increase was partially offset by a decrease in depreciations due to (i) the sale and delivery of the VLCC Famenne and Suezmax Cap Laurent to their respective new owners on March 9, 2016 and November 26, 2015, respectively, resulting in a combined decrease of $7.9 million.
Finance Expenses.
The following table sets forth our finance expenses for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Interest expense on financial liabilities measured at amortized cost
    
39,007
      
38,246
      
761
      
2
%
Other financial charges
    
4,577
      
8,482
      
(3,905
)
    
(46
)%
Foreign exchange losses
    
8,111
      
4,214
      
3,897
      
92
%
Finance expenses
    
51,695
      
50,942
      
753
      
1
%

Finance expenses increased by 1%, or $0.8 million, to $51.7 million for the year ended December 31, 2016, compared to $50.9 million for the same period in 2015.
Interest expense on financial liabilities measured at amortized cost increased by 2%, or $0.8 million, during the year ended December 31, 2016, compared to the same period in 2015. This increase was primarily attributable to the increase of floating interest rates in 2016, offset by a decrease in average outstanding debt during the year ended December 31, 2016, compared to the same period in 2015. Other financial charges decreased by (46)%, or $(3.9) million, to $4.6 million for the year ended December 31, 2016, compared to $8.5 million for the same period in 2015. This decrease was primarily attributable to the repayment of the $235.5 million bond, issued to partly finance the acquisition of the Maersk Acquisition Vessels, in the first quarter of 2015. As the bond was issued below par and in accordance with IFRS, we amortized $4.1 million in the first quarter of 2015.
Foreign exchange losses increased by 92%, or $3.9 million, due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Share of results of equity accounted investees
    
40,495
      
51,592
      
(11,097
)
    
(22
)%

As at December 31, 2015, our equity accounted investees included one joint venture which owned one VLCC, four joint ventures which owned one Suezmax each, and two joint ventures which owned one FSO each.
On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto.  As a result, our equity interest in both Fiorano and Larvotto increased from 50% to 100% giving us control of both companies. We no longer have an equity interest in Moneghetti and Fontvieille. Before the swap agreement, we accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016. These transactions led to a decrease in the share of results of equity accounted investees by $10.6 million compared to 2015.
On November 23, 2016, we took delivery of the VLCC V.K. Eddie that we purchased from our 50% joint venture Seven Seas. Our share of the profit of this joint venture for the year ended December 31, 2016 was $2.2 million lower than in the year ended December 31, 2015.
82


The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have increased by an aggregate of $1.4 million, mostly due to lower daily operating expenses.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2016 and 2015:
(US$ in thousands)
  
2016
    
2015
    
$ Change
    
% Change
  
Income tax benefit (expense)
    
174
      
(5,633
)
    
5,807
      
(103
)%

Income tax benefit/(expense) decreased by 103%, or $5.8 million, to a benefit of  $0.2 million for the year ended December 31, 2016, compared to an expense of $5.6 million for the same period in 2015, which was mainly attributable to the fact that two Belgian subsidiaries applied the tonnage tax regime as from January 1, 2016.
Year ended December 31, 2015, compared to the year ended December 31, 2014
Total shipping revenues and voyage expenses and commissions.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
  
2015
    
2014
    
$ Change
    
% Change
  
Voyage charter and pool revenues  
    
720,416
      
341,867
      
378,549
      
111
%
Time charter revenues
    
126,091
      
132,118
      
(6,027
)
    
(5
)%
Other income
     7,426       11,411       (3,985 )     (35 )%
Total shipping revenues  
    
853,933
      
485,396
      
368,537
      
76
%
Voyage expenses and commissions  
    
(71,237
)
    
(118,303
)
    
47,066
      
(40
)%

Voyage Charter and Pool Revenues.    Voyage charter and pool revenues increased by 111%, or $378.5 million, to $720.4 million for the year ended December 31, 2015, compared to $341.9 million for the same period in 2014. This increase was due to (i) an increase in the average TCE rates for VLCCs and Suezmax tankers from $27,189 and $24,491, respectively in 2014 to $52,802 and $39,689, respectively in 2015, and (ii) an increase of the total number of vessel operating days. In addition, the total number of fleet operating days in 2015 increased by 15%, compared to the same period in 2014, mainly due to the expansion of the VLCC fleet.
Time Charter Revenues.    Time charter revenues decreased by 5%, or $6.0 million, to $126.1 million for the year ended December 31, 2015, compared to $132.1 million for the same period in 2014.  This decrease was partly due to several time charter contracts expiring in 2014 and early 2015, resulting in a decrease in fixed operating days. The decrease in fixed operating days was partially offset by a higher rate received during 2015 due to renewal of charters and by the market-related profit share earned on certain of our time charter-out vessels due to more favorable market conditions.
Other Income.    Other income decreased by 35%, or $4.0 million, to $7.4 million for the year ended December 31, 2015, compared to $11.4 million for the same period in 2014. Other income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.
Voyage Expenses and Commissions.    Voyage expenses and commissions decreased by 40%, or $47.1 million, to $71.2 million for the year ended December 31, 2015, compared to $118.3 million for the same period in 2014. This decrease was primarily due to decrease of oil prices which reduced bunker expenses, the largest component of  voyage expenses.
83


Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.
The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
  
2015
    
2014
    
$ Change
    
% Change
  
Net gain (loss) on lease terminations  
    
0
      
0
      
0
      
0
%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale)  
    
5,300
      
5,706
      
(406
)
    
(7
)%

Net gain (loss) on lease terminations.    We did not terminate any leases during the years ended December 31, 2015 and 2014.
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale).    Net (loss) decreased by 7%, or $0.4 million, to a gain of $5.3 million for the year ended December 31, 2015, compared to a gain of $5.7 million for the same period in 2014. The net gain on sale of assets of $5.3 million in 2015 represents the difference between a capital gain of $11.1 million on the sale of the Suezmax Cap Laurent, an additional capital gain of $2.2 million on the sale of the VLCC Antarctica, and a write-off of the option fee related to the option to purchase four VLCCs from the seller of the Metrostar Acquisition Vessels for an option fee of $8.0 million, which our Board of Directors decided not to exercise in the third quarter of 2015. The net gain on sale of assets of $5.7 million in 2014 represents the difference between a capital gain of $6.4 million recorded on the sale of the VLCC Luxembourg, a net loss of $0.2 million on the sale of the VLCC Olympia, an impairment loss of $4.9 million on the sale of the VLCC Antarctica, and a net gain of $4.3 million, relating to the profit share on the sale of the Suezmax Cap Isabella.
Vessel Operating Expenses.
The following table sets forth our vessel operating expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
  
2015
    
2014
    
$ Change
    
% Change
  
Total VLCC operating expenses  
    
99,682
      
65,630
      
34,052
      
52
%
Total Suezmax operating expenses  
    
54,036
      
58,459
      
(4,423
)
    
(8
)%
Total vessel operating expenses  
    
153,718
      
124,089
      
29,629
      
24
%

Total vessel operating expenses increased by 24%, or $29.6 million, to $153.7 million during the year ended December 31, 2015, compared to $124.1 million for the same period in 2014. This increase was primarily due to an increase in the number of vessels operated by us following the delivery of the 2014 Fleet Acquisition Vessels and the VLCC Acquisition Vessels, which, together, we refer to as the 2014 Acquisition Fleet.
VLCC operating expenses increased by 52%, or $34.1 million, during the year ended December 31, 2015, compared to the same period 2014. The increase was primarily attributable to additional vessels acquired and delivered in 2015 and in the course of 2014.
Suezmax operating expenses decreased by 8%, or $4.4 million, during the year ended December 31, 2015, compared to the same period 2014. The decrease was mainly due to the operation of the Cap Isabella which was on bareboat charter in 2014, but was redelivered to its owners on October 9, 2014 and due to a positive impact of the Euro/USD rate of exchange on the crewing expense.
84


Time charter-in expenses and bareboat charter-hire expenses.
The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
  
2015
    
2014
    
$ Change
    
% Change
  
Time charter-in expenses  
    
25,849
      
32,080
      
(6,231
)
    
(19
)%
Bareboat charter-hire expenses  
    
0
      
3,584
      
(3,584
)
    
(100
)%

Time charter-in expenses. Time charter-in expenses decreased by 19%, or $6.2 million, to $25.8 million during the year ended December 31, 2015, compared to $32.1 million for the same period in 2014. The decrease was primarily attributable to the expiration of three time charter parties. At the end of 2014, and beginning 2015, we acquired three time chartered-in VLCCs, the Maersk Hojo, the Maersk Hirado, and the Maersk Hakone and redelivered one time charter-in VLCC, the Island Splendor, to its owners on May 18, 2014, resulting in a total decrease of $20.3 million in charter-in expenses.
Bareboat charter-hire expenses. Bareboat charter-hire expenses decreased by 100%, or $3.6 million, to $0.0 million for the year ended December 31, 2015, compared to $3.6 million for the same period in 2014. The decrease was entirely attributable to the bareboat contract for the Suezmax Cap Isabella, which ended on October 9, 2014.
General and administrative expenses.
The following table sets forth our general and administrative expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015
  
2014
  
$ Change
  
% Change
  
General and administrative expenses  
    
46,251
      
40,565
      
5,686
      
14
%

General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 14%, or $5.7 million, to $46.3 million for the year ended December 31, 2015, compared to $40.6 million for the same period in 2014.
This increase was due to, among other factors, an increase in wages and salaries and other staff costs of $2.2 million, as a result of additional staff hired and additional rent paid of $1.0 million for new offices or the rent of additional spaces. This increase was partially offset by a decrease of $2.4 million relating to equity-settled share based payments.
  Tonnage tax recorded in the year ended December 31, 2015, increased by $1.9 million, compared to the same period in 2014, following the deliveries of vessels in the course of 2014 and 2015.
Administrative expenses relating to TI Pool increased by $2.0 million, primarily due to the increased number of our VLCCs operated in the TI Pool as a result of the acquisition of the additional VLCC's in the course of 2014 and 2015.
The remaining general corporate overhead expenses, including professional fees, travel, and information technology expenses, increased by $0.9 million during the year ended December 31, 2015, compared to the same period in 2014.
Depreciation and amortization expenses.
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015
  
2014
  
$ Change
  
% Change
  
Depreciation and amortization expenses  
    
210,206
      
160,953
      
49,253
      
31
%

Depreciation and amortization expenses increased by 31%, or $49.3 million, to $210.2 million for the year ended December 31, 2015, compared to $161.0 million for the same period in 2014.
85


Depreciations increased primarily due to (i) the acquisition and delivery of the 2014 Acquisition Fleet (as defined above) during the course of 2014 and 2015, resulting in an aggregate increase of $48.2 million, and (ii) an increase in depreciation of drydock of $5.9 million. This increase was partially offset by a decrease in depreciations due to (i) the sale and delivery of the VLCCs Olympia and Antarctica to their new owners on September 8, 2014 and January 15, 2015, respectively, and (ii) the sale and delivery of the Suezmax Cap Laurent to its new owner on November  26, 2015, resulting in a combined decrease of $4.1 million.
Finance Expenses
The following table sets forth our finance expenses for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
  
2015
    
2014
    
$ Change
    
% Change
  
Interest expense on financial liabilities measured at amortized cost  
    
38,246
      
57,948
      
(19,702
)
    
(34
)%
Fair value adjustment on interest rate swaps  
    
0
      
0
      
0
      
0
%
Other financial charges  
    
8,482
      
35,707
      
(27,225
)
    
(76
)%
Foreign exchange losses  
    
4,214
      
2,315
      
1,899
      
82
%
Finance expenses  
    
50,942
      
95,970
      
(45,028
)
    
(47
)%

Finance expenses decreased by 47%, or $45.0 million, to $50.9 million for the year ended December 31, 2015, compared to $96.0 million for the same period in 2014.
Interest expense on financial liabilities measured at amortized cost decreased by 34%, or $19.7 million, during the year ended December 31, 2015, compared to the same period in 2014. This decrease was primarily attributable to (i) the redemption of the Convertible Notes due 2015 (ii) the early repayment of the $235.5 million 7-year bond and (iii) the conversion of the remaining 30 perpetual convertible preferred equity securities, which all took place in the first quarter of 2015, and resulted in a decrease of $20.2 million. This decrease was partially offset by an increase in the interest expenses related to bank loans of $1.8 million.
Other financial charges have decreased by 76%, or $27.2 million, to $8.5 million for the year ended December 31, 2015, compared to $35.7 million for the same period in 2014.
This decrease was primarily due to repayment of the $235.5 million bond, issued to partly finance the acquisition of the 2014 Fleet Acquisition Vessels. As the bond was issued below par and in accordance with IFRS, we amortized $31.9 million during the year ended December 31, 2014 and an additional $4.1 million was amortized in the first quarter of 2015.
Foreign exchange losses increased by 82%, or $1.9 million, due to change in exchange rates between the EUR and the USD.
Share of results of equity accounted investees, net of income tax.
The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015
  
2014
  
$ Change
  
% Change
  
Share of results of equity accounted investees  
    
51,592
      
30,286
      
21,306
      
70
%

Our share of results of equity accounted investees, which consist of two joint ventures, one of which owns one VLCC and one of which delivered its VLCC at the beginning of 2014 to its new buyers following a sale agreement entered into in 2013, four joint ventures which own one Suezmax each, and two joint ventures which own one FSO each, increased by 70%, or $21.3 million, to $51.6 million for the year ended December 31, 2015, compared to $30.3 million for the same period in 2014.
This increase was primarily due to our participation in our 50%-owned joint ventures, which own four of our Suezmaxes and one VLCC. The result of our participation in our 50%-owned joint ventures has increased by an aggregate amount of $20.5 million due to improved market conditions and better freight rates achieved.
The result of our participation in the 50%-owned joint venture, Great Hope Enterprises Ltd., the former owner of the Ardenne Venture, decreased by $2.3 million due to the sale of the vessel in 2014.
86


The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have increased by an aggregate of $3.5 million, mostly due to lower daily operating expenses.
Income tax benefit/(expense).
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2015 and 2014:
(US$ in thousands)
 
2015
  
2014
  
$ Change
  
% Change
  
Income tax benefit/(expense)  
    
(5,633
)
    
5,743
      
(11,376
)
    
(198
)%

Income tax benefit/(expense) increased by 198%, or $11.4 million, to $(5.6) million for the year ended December 31, 2015, compared to $5.7 million for the same period in 2014.
This increase was mainly attributable to the utilization of a deferred tax asset ("DTA") of $5.5 million, which was recognized in 2014.
B.
Liquidity and capital resources

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.
Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.
As of December 31, 2016 and December 31, 2015, we had $ 206.7 million and $ 131.7 million in cash and cash equivalents, respectively.
Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledges under borrowings from commercial banks.
Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2016 and December 31, 2015, we had $ 60.0 million and $ 60.0 million in available syndicated credit lines, respectively.
Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements. As of December 31, 2016 and December 31, 2015, we had $ 295.8 million and $ 231.1 million in available committed secured revolving credit facilities, respectively.
Net cash from (used in) operating activities during the year ended December 31, 2016 was $ 438.2 million, compared to $ 450.5 million during the year ended December 31, 2015. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2016, will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.
We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this annual report.
87


As of December 31, 2016 and December 31, 2015, our total indebtedness was $ 1,159.0 million and $ 1,135.0 million, respectively.
We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.
Equity Issuances

In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, for gross proceeds of $229.1 million.
Equity Issuances related to our Perpetual Convertible Preferred Equity Securities
On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which were convertible into ordinary shares of us, at the holders' option. The perpetual convertible preferred equity securities bore interest at 6%, which was payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million, and on February 6, 2015, we issued 9,459,283 ordinary shares upon our exercise of our right to force the conversion of the remaining 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. As of December 31, 2016, there were no Perpetual Convertible Preferred Equity Securities outstanding.
Our Borrowing Activities
   
Amounts Outstanding as of
  
(US$ in thousands)
  
December 31,
2016
    
December 31,
2015
  
Euronav NV Credit Facilities
            
$500.0 Million Senior Secured Credit Facility  
    
−
      
428,000
  
$340.0 Million  Senior Secured Credit Facility
    
207,271
      
175,476
  
$750.0 Million Senior Secured Credit Facility
    
612,050
      
467,500
  
$409.5 Million Senior Secured Credit Facility
    
222,036
      
−
  
$67.5 Million Secured Loan Facility (Larvotto)  
    
29,143
      
−
  
$76.0 Million Secured Loan Facility (Fiorano)  
    
27,813
      
−
  
                 
Credit Line Facilities
                
Credit lines
    
−
      
−
  
                 
Total interest bearing debt
    
1,098,313
      
1,070,976
  
                 
Joint Venture Credit Facilities (at 50% economic interest)
                
$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti)  
    
−
      
41,110
  
$76.0 Million Secured Loan Facility (Fiorano)  
    
−
      
16,031
  
$67.5 Million Secured Loan Facility (Larvotto)  
    
−
      
16,556
  
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)  
    
37,671
      
52,100
  
                 
Total interest bearing debt - joint ventures
    
37,671
      
125,797
  

88


Euronav NV Credit Facilities

$110.0 Million Senior Secured Credit Facility
On January 30, 2017, we entered into a $110.0 million revolving credit facility with DNB Bank ASA, as Agent and Security Trustee. The facility is undrawn at the date of this annual report but can be used to finance our acquisition of the VLCC newbuildings Ardeche and Aquitaine, which were delivered to us on January 12, 2017 and January 20, 2017, respectively, and which serve as security under this facility. The revolving credit facility matures on December 19, 2017.
$409.5 Million Senior Secured Credit Facility
On December 16, 2016, we entered into a $409.5 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $500.0 Million Senior Secured Credit Facility. This facility is secured by 11 of our wholly-owned vessels. The revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final repayment is due at maturity in 2023. This facility bears interest at LIBOR plus a margin of 2.25% per annnum plus applicable mandatory costs. As of December 31, 2016, the outstanding balance on this facility was $ 222.0 million.
$750.0 Million Senior Secured Credit Facility
On August 19, 2015, we entered into a $750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $500.0 million revolving credit facility, a $250.0 million revolving acquisition facility, and an uncommitted $250.0 million upsize facility. We used the proceeds of this facility to refinance all remaining indebtedness under our $750.0 million senior secured credit facility (2011) and our $65.0 million secured credit facility and for the acquisition of the Metrostar Acquisition Vessels in June 2015. This facility is secured by 25 of our wholly-owned vessels. The revolving credit facility is reduced in 13 installments of consecutive six-month interval. The revolving acquisition facility is reduced in 13 installments of consecutive six-month interval and a final repayment is due at maturity in 2022. This facility bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs. Following the sale of the Cap Laurent in November 2015, the total revolving credit facility was reduced by $11.5 million.  Following the sale of the Famenne in January 2016, the total revolving credit facility was reduced by $21.3 million. As of December 31, 2016  and December 31, 2015 the outstanding balance on this facility was $ 612.1 million and $ 467.5 million, respectively.
$340.0 Million Senior Secured Credit Facility
On October 13, 2014, we entered into a $340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V., as Agent and Security Trustee. Borrowings under this facility have been used to partially finance our acquisition of the VLCC Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a $148.0 million non-amortizing revolving credit facility and (ii) a $192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is, secured by eight of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and the VLCC Acquisition Vessels. As of December 31, 2016 and December 31, 2015 the outstanding balance on this facility was $ 207.3 million and $ 175.5 million, respectively.
$500.0 Million Senior Secured Credit Facility
On March 25, 2014, we entered into a $500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA, and Skandinaviska Enskilda Banken AB (publ). This facility bears interest at LIBOR plus a margin of 2.75% per annum and is repayable over a term of six years with maturity in 2020 and is secured by the 2014 Fleet Acquisition Vessels. The proceeds of the facility were drawn and used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels. As of December 31, 2015 the outstanding balance on this facility was $ 428.0 million. On December 21, 2016, we repaid this facility in full using a portion of the borrowings under our new $409.5 million Senior Secured Credit Facility.
89


$76.0 Million Secured Loan Facility (Fiorano)
On October 23, 2008, one of our previously 50%-owned joint ventures, Fiorano Shipholding Limited, entered into a $76.0 million loan facility with Scotiabank Ireland Ltd. to partially finance the acquisition of the Capt. Michael. This loan has a term of eight years with a balloon of $14.0 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.225% per annum. As of December 31, 2015 the outstanding balance on this facility was $32.0 million, of which we had a 50% economic interest of $16.0 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of December 31, 2016, the outstanding balance on this facility was $ 27.8 million.
$67.5 Million Secured Loan Facility (Larvotto)
On August 29, 2008, one of our previously 50%-owned joint ventures, Larvotto Shipholding Limited, entered into a $67.5 million loan facility, as supplemented by a supplemental letter dated November 28, 2011, with Fortis Bank S.A./N.V. to partially finance the acquisition of the Maria. This loan has a term of eight years with a balloon payment of $16.2 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.5% per annum. As of December 31, 2015, the outstanding balance on this facility was $33.1 million of which we had a 50% economic interest of $16.5 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of December 31, 2016, the outstanding balance on this facility was $ 29.1million.
Joint Venture Credit Facilities (at 50% economic interest)

$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti)
On April 23, 2008, two of our previously 50%-owned joint ventures, Fontvieille and Moneghetti, entered into a $135.0 million secured term loan facility with BNP Paribas (Suisse) SA and Alpha Bank A.E. to finance their acquisition of Eugenie and Devon. This facility, as amended, is comprised of two tranches; the Fontvieille Tranche of up to $55.5 million and the Moneghetti Tranche in the amount of $67.5 million. This facility is repayable in quarterly installments over a term of 10 years with a balloon of $43.2 million. This loan bears interest at LIBOR plus a margin of 2.75% per annum. As of December 31, 2015, the outstanding balance on this facility was $82.2 million, of which we had a 50% economic interest of $41.1 million. After consummation of the Share Swap and Claims Transfer Agreement (see Fleet Development), we no longer have an economic interest in this facility.
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)
On October 3, 2008, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0 million senior secured credit facility with a group of commercial lenders with ING Bank N.V. as Agent and Security Trustee. We used the proceeds of this facility to finance the acquisition of two ULCC vessels, TI Asia and TI Africa, and to convert these vessels to FSOs, which serve as collateral under this facility. This facility consists of two tranches; the FSO Asia tranche matures in 2017 and bears interest at LIBOR plus a margin of 1.15% per annum, and the FSO Africa tranche, following the restructuring of this tranche, matured in 2015 and bore interest at LIBOR plus a margin of 2.75% per annum. As of December 31, 2016 and December 31, 2015, the outstanding balances on this facility were $75.4 million and $104.2 million, respectively, of which we had a 50% economic interest of $37.7 million and $52.1 million, respectively.
All of the joint venture loans described above are secured by a mortgage of the specific vessel and guaranteed by the respective shareholders of each joint venture on a several basis.
Security

Our secured indebtedness is generally secured by:
·
a first priority mortgage in all collateral vessels;
·
a general pledge of earnings generated by the vessels under mortgage for the specific facility; and
·
a parent guarantee when the indebtedness is not taken at the level of the parent.
90


Loan Covenants

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:
·
an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;
·
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
·
an aggregate cash balance of at least $30.0 million; and
·
a ratio of stockholders' equity to total assets of at least 30%.
Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:
·
effect changes in management of our vessels;
·
transfer or sell or otherwise dispose of all or a substantial portion of our assets;
·
declare and pay dividends, (with respect to each of our joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and
·
incur additional indebtedness.
A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.
91


In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we treat as additional investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2016 and December 31, 2015, $75.4 million and $251.6 million, respectively, was outstanding under these joint venture loan agreements, of which we have guaranteed $37.7 million and $125.8 million, respectively.
As of December 31, 2016 and December 31, 2015, we were in compliance with all of the covenants contained in our debt agreements, and our joint ventures were in compliance with all of the covenants contained in their respective debt agreements.
Guarantees

We have provided guarantees to financial institutions that have provided credit facilities to two (2015: six) of our joint ventures, in the aggregate amount of $37.7 million and $125.8 million as of December 31, 2016 and December 31, 2015, respectively. The total of the related outstanding bank loans as of December 31, 2016 and December 31, 2015 was $75.4 million and $251.6 million, respectively.
In addition, on July 24, 2009, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., which own the FSO Asia and FSO Africa, two FSO vessels, respectively, entered into a $50.0 million guarantee facility agreement with Nordea Bank Finland plc in order to issue two guarantees of up to $25.0 million each in favor of Maersk Oil in connection with its use of the FSO Asia and FSO Africa after such vessels have been converted to FSO. In August 2010, the amount available under this guarantee facility was reduced to $31.5 million. This guarantee terminates upon the earlier of (i) eight years after the Guarantee Issue Date for the second Guarantee and (ii) March 31, 2018. As of December 31, 2016, the guarantee has not been called upon.
C.
Research and development, patents and licenses

Not applicable.
D.
Trend information

Our revenues are highly sensitive to supply and demand patterns for vessels of the size and design configurations which we own and operate, and the trades in which our vessels operate. Rates for the transportation of crude oil from which we earn a substantial part of our revenues are determined by market forces such as the supply and demand for oil, the distance over which cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, global GDP growth and in particular China GDP growth. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally because of storage, scrappings or conversions. Our revenues are also affected by the mix of charters between spot market voyages and medium- to long-term time charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, we manage our vessels to maximize TCE revenues, which represents operating revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter, under which we are responsible for voyage related expenses, to revenue generated from a time charter, under which we are not responsible for voyage related expenses. Our management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved on our vessels.
In general, the supply of tankers is influenced by the current orderbook for newbuilding vessels and the rate of removal of vessels from the worldwide fleet for scrapping or conversion as vessels age.
Demand for crude oil continues to be robust with the International Energy Agency, or IEA, forecasting global demand growth for crude oil of 1.4 million barrels per day for 2017. Should the price for oil remain low by historical standards then further stimulation of demand from these levels can be anticipated.
92


We believe that the tanker fleet order book remains moderate, with new orders comprising 12% of the VLCC fleet and 16% of the Suezmax fleet. While the scrapping of vessels is expected to be extremely modest during a strong freight rate background, the average 20 year life for a crude tanker implies a natural level of attrition (5% per annum) in the global fleet.  Two key strategic developments, the re-introduction of Iran to global crude oil markets and trading along with the repealing of the ban on U.S. crude oil exports, should underpin further, if modest, expansion of the ton-miles crude cargoes that will be transported.
We expect that the supply of oil in the short to medium term may continue to be at elevated levels of production as key participants in the U.S., OPEC and Russia will continue to focus on market share strategies.
We have no funding requirements going forward all things being equal and are supported by a proven management team, strict capital discipline and an established dividend distribution policy.
Please see also "Item 4. Information on the Company—A. History and Development of the Company—Industry and Market Conditions."
E.
Off-balance sheet arrangements

We are committed to make rental payments under operating leases for vessels and for office premises. The future minimum rental payments under our non-cancellable operating leases are disclosed below under "Contractual Obligations."
F.
Tabular disclosure of contractual obligations

Contractual Obligations

As of December 31, 2016, we had the following contractual obligations and commitments which are based on contractual payment dates:
(US$ in thousands)
  
Total
    
2017
    
2018
    
2019
    
2020
    
2021
    
Thereafter
  
Long-term bank loan facilities
    
1,098,312
      
119,119
      
143,605
      
143,605
      
167,680
      
183,133
      
341,170
  
Long-term debt obligations
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Bank credit line facilities
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Seller's credit facility
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Operational leases (vessels)
    
159,764
      
32,120
      
32,120
      
32,120
      
32,208
      
31,196
      
−
  
Operational leases (non-vessel)  
    
8,550
      
2,297
      
1,572
      
1,289
      
1,150
      
1,059
      
1,183
  
Capital Expenditure commitments  
    
208,828
      
121,878
      
86,950
      
−
      
−
      
−
      
−
  
Total contractual obligations due by period
    
1,475,454
      
275,414
      
264,247
      
177,014
      
201,038
      
215,388
      
342,353
  

____________________
Not included in the table above are options that have been granted to us but not yet exercised under our time charter-in agreements to extend their respective durations.
93


As of December 31, 2016, the following equity accounted investees (of which we have a 50% ownership interest) have the following contractual obligations and commitments which are based on contractual payment dates (figures are shown at our economic interest):
(US$ in thousands)
    
Total
    
2017
    
2018
    
2019
    
2020
    
2021
    
Thereafter
  
Joint Venture
Long-term bank loan facilities
                                          
TI Asia Ltd  
$250.0 Million secured bank loan facility
    
(75,343
)
    
(75,343
)
    
−
      
−
      
−
      
−
      
−
  
Total contractual obligations due by period  
      
(75,343
)
    
(75,343
)
    
−
      
−
      
−
      
−
      
−
  

G.
Safe harbor

Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES
A.          Directors and Senior management

Set forth below are the names, ages and positions of our Directors and Executive Officers as of April 4, 2017. Our Board of Directors is elected annually on a staggered basis, and each director holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All Directors whose term expires are eligible for re-election. Officers are appointed from time to time by our Board of Directors and hold office until a successor is appointed or their employment is terminated. The business address of each of our Directors and Executive Officers listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.
Name
Age
Position
Date of Expiry of Current Term
(for Directors)
Carl Steen  
66
Chairman of the Board of Directors
Annual General Meeting 2018
Daniel R. Bradshaw  
70
Director
Annual General Meeting 2017
William Thomson  
69
Director
Annual General Meeting 2018
Alice Wingfield  Digby  
42
Director
Annual General Meeting 2017
Anne-Hélène Monsellato  
49
Director
Annual General Meeting 2018
Ludovic Saverys  
33
Director
Annual General Meeting 2018
Grace Reksten Skaugen
63
Director
Annual General Meeting 2020
Patrick Rodgers  
57
Chief Executive Officer and Director
Annual General Meeting 2020
Hugo De Stoop  
44
Chief Financial Officer
  
Alex Staring  
51
Chief Operating Officer
  
Egied Verbeeck  
42
General Counsel
  
An Goris  
39
Secretary General
  
Brian Gallagher
46
Head of Investor Relations
  

94


Biographical information concerning the Directors and Executive Officers listed above is set forth below.
Carl Steen, our Chairman, was co-opted as director and appointed Chairman of our Board of Directors with effect immediately after the meeting of our Board of Directors on December 3, 2015. Mr. Steen is also a member of our Audit and Risk Committee. He graduated from the Eidgenössische Technische Hochschule in Zurich, Switzerland in 1975 with a M.Sc. in Industrial and Management Engineering. After working as a consultant in a logistical research and consultancy company, he joined a Norwegian shipping company in 1978 with primary focus on business development. Five years later, in 1983, he joined Christiania Bank and moved to Luxembourg, where he was responsible for Germany and later the Corporate division. In 1987 Mr. Steen became Senior Vice president within the Shipping Division in Oslo and in 1992 he took charge of the Shipping/Offshore and Transport Division. When Christiania Bank merged with Nordea in 2001 he was made Executive Vice President within the newly formed organization while adding the International Division to his responsibilities. Mr. Steen remained Head of Shipping, Offshore and Oil services and the International Division until 2011. Since leaving Nordea, Mr. Steen has become a non-executive director for the following listed companies in the finance, shipping and logistics sectors: Golar LNG Limited (NASDAQ: GLNG) and Golar LNG Partners LP (NASDAQ: GMLP), both part of the same group and where he also sits on the audit committee, Wilh Wilhelmsen and Belships.
Daniel R. Bradshaw, one of our directors, serves and has served on our Board of Directors since 2004, and is a member of our Audit and Risk Committee and the chairman of our Corporate Governance and Nomination Committee. Since 2014 Mr. Bradshaw also serves as Independent Director of GasLog Partners LP (NYSE: GLOP), a Marshall Islands limited partnership. Since 2010 he serves as an Independent non-executive Director of IRC Limited, a company listed in Hong Kong, which operates iron mines in far eastern Russia, and which is an affiliate of Petropavlovsk PLC, a London-listed mining and exploration company. Since 2006 Mr. Bradshaw is an Independent non-executive Director of Pacific Basin Shipping Company Limited, a company listed in Hong Kong and operating in the Handysize bulk carrier sector. Since 1978 Mr. Bradshaw has worked at Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003 as a Partner and since 2003 as a Senior Consultant. From 2003 until 2008 Mr. Bradshaw was a member of the Hong Kong Maritime Industry Council. From 1993 to 2001 he served as Vice-Chairman of the Hong Kong Shipowners' Association and was a member of the Hong Kong Port and Maritime Board until 2003. Mr. Bradshaw began his career with the New Zealand law firm Bell Gully and in 1974, joined the international law firm Sinclair Roche & Temperley in London. Mr. Bradshaw obtained a Bachelor of Laws and a Master of Laws degree at the Victoria University of Wellington (New Zealand).
William Thomson, one of our directors, serves and has served on our Board of Directors since 2011 and is the Chairman of our Remuneration Committee and a member of our Audit and Risk Committee. Currently and since 2005 Mr. Thomson holds a Directors' mandate in Latsco, established to operate under the British Tonnage Tax Regime Very Large Gas Carriers (VLGC), long-range and medium-range vessels. From 1980 to 2008 Mr. Thomson has been Chairman in several maritime and other companies including Forth Ports Plc, British Ports Federation and Relayfast, and the North of England P&I club. Mr. Thomson previously served as a Director of Trinity Lighthouse Service, Tibbett and Britten and Caledonian McBrayne. From 1970 to 1986 he was a Director with Ben Line, for which he worked in, amongst others, Japan, Indonesia, Taiwan and Edinburgh. In 1985, he established Edinburgh Tankers and five years later, Forth and Celtic Tankers. After serving with the army for three years, Mr. Thomson began his professional career with Killick Martin Shipbrokers in London.
Alice Wingfield Digby, one of our directors, serves and has served on our Board of Directors since May 2012. Mrs. Wingfield Digby currently works at Pritchard-Gordon Tankers Ltd., where she started as Chartering Manager in 1999. Since 1995 she serves as a member of the Board of Directors of Giles W. Pritchard-Gordon & Co., Pritchard-Gordon Tankers Ltd. and Giles W. Pritchard-Gordon (Shipowning) Ltd, and since 2005 as a member of the board of Giles W. Pritchard-Gordon (Farming) Ltd and Giles W. Pritchard-Gordon (Australia) Pty Ltd. Mrs. Wingfield Digby has been a member of the Baltic Exchange since 2002. In the late nineties Mrs. Wingfield Digby joined the chartering department of Mobil before the merger with Exxon in 1999. From 1995 to 1996, she trained with Campbell Maritime Limited, a ship management company in South Shields, and subsequently at British Marine Mutual P & I Club, SBJ Insurance Brokers and J. Hadjipateras in London after returning from working at sea as a deckhand on board a tanker trading around the Eastern Caribbean. In 1996 Mrs. Wingfield Digby was awarded the Shell International Trading and Shipping Award in tanker chartering from the Institute of Chartered Shipbrokers.
Anne-Hélène Monsellato, one of our directors, serves and has served on our Board of Directors since her appointment at the AGM of May 2015, and is the Chairman of our Audit and Risk Committee and a member of our Corporate Governance and Nomination Committee. Mrs. Monsellato is an active member of the French National Association of Directors and of the Selection Committee of Femmes Business Angels since 2013. In addition, she is serving as the Vice President and Treasurer of the Mona Bismarck American Center for Art and Culture, a US public foundation based in New York. From 2005 until 2013, Mrs. Monsellato served as a partner with Ernst & Young (now EY), Paris, after having served as Auditor/Senior, Manager and Senior Manager for the firm starting in 1990. During her time at EY, she gained extensive experience in cross border listing transactions, in particular with the US. She is a Certified Public Accountant in France since 2008, and graduated from EM Lyon in 1990 with a degree in Business Management.
95


Ludovic Saverys, one of our directors, serves and has served on our Board of Directors since 2015 and is a member of our Remuneration Committee and our Corporate Governance and Nomination Committee. Mr. Saverys currently serves as Chief Financial Officer of CMB NV and as General Manager of Saverco NV. He also serves as Chief Financial Officer and Director of Hunter Maritime Acquisition Corp. (NASDAQ: HUNT), a blank check company listed on NASDAQ. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 until 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 until 2013. He started his career as Managing Director of European Petroleum Exchange (EPX) in 2008. From 2001 until 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. degrees in International Business and Finance.
Grace Reksten Skaugen, one of our directors, serves and has served on the Board of Directors since the AGM of 12 May 2016 and is a member of the Remuneration Committee and the Corporate Governance and Nomination Committee. Grace Reksten Skaugen is a member of the HSBC European Senior Advisory Council (ESAC). In 2009 she founded Infovidi Board Services Ltd, an independent consulting company. From 2002 until 2015 she was a member of the Board of Directors of Statoil ASA. She is presently Deputy Chairman of Orkla ASA, a Board member of Investor AB and Lundin Petroleum AB and Chairman of NAXS Noric Access Buyout A/S. In 2006 she as one of the founders of the Norwegian Institute of Directors, of which she continues to be the Chairman of the Board. From 1994 until 2002 she was a Director in Corporate Finance in SEB Enskilda Securities in Oslo. She has previously worked in the fields of venture capital and shipping in Oslo and London and carried out research in microelectronics at Columbia University in New York. She has a doctorate in Laser Physics from Imperial College of Science and Technology, University of London. In 1993 she obtained an MBA from the BI Norwegian School of Management.
Patrick Rodgers serves and has served on our Board of Directors since June 2003 and has been a member of our Executive Committee since 2004. Mr. Rodgers was appointed Chief Financial Officer of the predecessor of the Company in 1998 and has been Chief Executive Officer since 2000. Since 2005 Mr. Rodgers holds various directorships in companies belonging to the CMB and Euronav Group. Mr. Rodgers currently serves as Director and Chairman of the International Tanker Owners Pollution Federation Fund since 2011. From 1990 to 1995 Mr. Rodgers worked at CMB group as an in-house lawyer, and subsequently, as Shipping Executive. Mr. Rodgers began his career in 1982 as a trainee lawyer with Keene Marsland & Co. In 1984, he joined Bentley, Stokes & Lowless as a qualified lawyer and in 1986 he joined Johnson, Stokes & Master in Hong Kong as a Solicitor. Mr. Rodgers graduated in law from University College London in 1981 and from the College of Law, Guildford in 1982.
Hugo De Stoop serves and has served as our Chief Financial Officer since 2008, after serving as our Deputy Chief Financial Officer and Head of Investor Relations beginning in 2004. Mr. De Stoop has been a member of our Executive Committee since 2008. In 2000, he joined Davos Financial Corp., an investment manager for UBS, specializing in Asset Management and Private Equity, where he became an Associate and later a Vice President in 2001. In 1999, Mr. De Stoop founded First Tuesday in America, the world's largest meeting place for high tech entrepreneurs, venture capitalists and companies and helped develop the network in the United States and in Latin America and, in 2001, was appointed member of the Board of Directors of First Tuesday International. Mr. De Stoop started his career in 1998 with Mustad International Group, an industrial group with over 30 companies located in five continents where he worked as a project manager on various assignments in the United States, Europe and Latin America, in order to integrate recently acquired subsidiaries. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from école polytechnique (ULB) with a Master of Science in engineering. He also holds a MBA from INSEAD.
Alex Staring serves and has served as our Chief Operating Officer since 2005. He has also been in charge of our offshore segment since July 2010. Captain Staring serves and has served as a member of our Executive Committee since 2005. Captain Staring has been a Director of Euronav Hong Kong Ltd. since 2007, a Director of Euronav SAS and Euronav Ship Management since 2002 and a Director of Euronav Luxembourg SA since 2000. In 2000, international shipping companies, AP Moller, Euronav, Frontline, OSG, Osprey Maritime and Reederei'Nord' Klaus E Oldendorff consolidated the commercial management of their VLCCs by operating them in a pool, Tankers International, of which Captain Staring became Director of Operations. In 1988, Captain Staring gained his master's and chief engineer's license and spent the majority of his time at sea on Shell Tankers and CMB tankers, the last 3 years of which he attained the title of Master. From 1997 to 1998, Captain Staring headed the SGS S.A. training and gas centre. In 1998, Captain Staring rejoined CMB and moved to London to head the operations team at their subsidiary, Euronav UK. Captain Staring graduated with a degree in Maritime Sciences from the Maritime Institute in Flushing, The Netherlands and started his career at sea in 1985.
Egied Verbeeck serves and has served as General Counsel of the Company since 2009 and became member of the Executive Committee of the Company in January 2010. From 2006 until June 2014, Mr. Verbeeck served as Secretary General of the Company. Prior to joining Euronav he was a managing associate at Linklaters De Bandt from 1999-2005. Mr. Verbeeck has been a Director of Euronav Ship Management SAS since 2012, a Director of Euronav Hong Kong Ltd. since 2007 and a Director of Euronav Luxembourg S.A. since 2008. Mr. Verbeeck graduated in law from the Catholic University of Louvain in 1998. He also holds a Master Degree in international business law from Kyushu University (Japan) as well as a postgraduate degree in corporate finance from the Catholic University of Louvain.
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An Goris serves and has served as Secretary General of the Company since June 2014, in which capacity, she is responsible for the general corporate affairs of the Company. From 2011 to 2014, Ms. Goris served as legal counsel to the Company. She became a member of the Antwerp Bar when joining Linklaters in 2001 where she gained extensive experience in corporate law, mergers and acquisitions and finance. In 2008 she joined Euroclear as a legal manager where she worked for both the local central securities depository Euroclear Belgium as well as the international central securities depository Euroclear Bank. An Goris graduated in law from the University of Antwerp in 2000. She also holds a Master's Degree in law from Oxford University, International Business Law (Paris, University René Descartes) and in Corporate Law (Catholic Universities of Louvain and Brussels). Ms. Goris is a native Dutch speaker and is also fluent in English and French. She is also a sworn legal translator for English and French into Dutch.
Brian Gallagher serves and has served as Head of Investor Relations of the Company since March 2014. Mr. Gallagher began his fund management career at the British Coal Pension fund unit, CIN Management, before moving to Aberdeen Asset Management in 1996. Managing and marketing a range of UK investment products Mr. Gallagher then progressed to Murray Johnstone in 1999 and then was headhunted by Gartmore Investment Management in 2000 to manage a range of UK equity income products. In 2007 he then set up a retail fund at UBS Global Asset Management before switching into Investor Relations as IR Director at APR Energy in 2011. Mr. Gallagher graduated in Economics from Birmingham University in 1992.
B.            Compensation
 
The compensation of our Board of Directors is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies. The aggregate annual compensation paid to our executive officers, excluding our Chief Executive Officer, for the year ended December 31, 2016 was EUR 2,175,377 comprised of EUR 1,083,097 of fixed compensation, EUR 1,000,630 of variable compensation (of which EUR 691,075 in cash and EUR 309,555 in share related compensation), pension and benefits valued at EUR 35,024 and EUR 56,626 in other compensation. The annual aggregate compensation paid to our Chief Executive Officer was GBP 781,564 comprised of GBP 393,728 of fixed compensation, GBP 376,791 of variable compensation (of which GBP 266,083 in cash and GBP 110,708 in share related compensation) and GBP 11,045 in other compensation. We also paid an aggregate of $670,000 to our non-executive directors during the year ended December 31, 2016, with an additional aggregate meeting attendance fee of $475,000. Our Chairman of the Board is entitled to receive a gross fixed amount of EUR 160,000 per year, and each member of the board is entitled to receive a gross fixed amount of EUR 60,000 per year. In addition, our Chairman and each director are entitled to receive an attendance fee of EUR 10,000 per board meeting attended, not to exceed EUR 40,000 per year. The Chairman of our audit and risk committee is entitled to receive a gross fixed amount of EUR 40,000, and each member of the audit and risk committee is entitled to receive a gross fixed amount of EUR 20,000 per year. In addition, the Chairman of our audit and risk committee and members of the audit and risk committee are entitled to receive an attendance fee of EUR 5,000 per audit and risk committee meeting attended, not to exceed EUR 20,000 per year. Our Chairmen of all of our other committees are entitled to receive a gross fixed amount of EUR 7,500 per year, and the members of all of our other committees are entitled to receive a gross fixed amount of EUR 5,000. In addition, our Chairmen and members of these other committees will also be entitled to receive an attendance fee of EUR 5,000 for each committee meeting attended, with a maximum of EUR 20,000 per year for each committee served.
Our Chief Executive Officer, who is also a director, has waived his director's fees.
C.          Board Practices

Our Board of Directors currently consists of eight members, six of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE: Mr. Steen, Mr. Bradshaw, Ms. Monsellato, Ms. Wingfield Digby, Ms. Skaugen and Mr. Thomson.
Our Board of Directors has established the following committees, and may, in the future, establish such other committees as it determines from time to time:
Audit and Risk Committee
Our Audit and Risk Committee consists of four Directors (all four Directors are independent under the Exchange Act and NYSE rules): Ms. Monsellato, as Chairman, Mr. Thomson, Mr. Bradshaw and Mr. Steen. Our Audit and Risk Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit and Risk Committee advises the Board of Directors in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Board of Directors has determined that Ms. Monsellato qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.
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Corporate Governance and Nomination Committee
Our Corporate Governance and Nomination Committee consists of three members: Mr. Bradshaw, as Chairman, Ms. Monsellato and Ms. Skaugen. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Board of Directors and the Executive Committee, including the recommendation of new Director-nominees.
Remuneration Committee
Our Remuneration Committee consists of three members: Mr. Thomson, as Chairman, Ms. Skaugen and Mr. Saverys. Our remuneration committee is responsible for assisting and advising the Board of Directors on determining compensation for our directors, executive officers and other employees and administering our compensation programs.
D.          Employees

As of December 31, 2016, we employed approximately 3,051 people, including approximately 151 onshore employees based in our offices in Greece, Belgium, United Kingdom, France and Singapore and approximately 2,900 seagoing officers and crew. Some of our employees are represented by collective bargaining agreements. As part of the legal obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. We consider our relationships with the various unions as satisfactory. As of the date of this annual report, there are no ongoing negotiations or outstanding issues.
E.          Share ownership

The ordinary shares beneficially owned by our directors and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders."
Equity Incentive Plans

Stock Option Plan
Our Board of Directors has adopted a stock option plan, pursuant to which directors, officers, and certain employees of us and our subsidiaries were eligible to receive options to purchase ordinary shares of us at a predetermined price.  On December 16, 2013, we granted options to purchase an aggregate of 1,750,000 ordinary shares to members of our Executive Committee at an exercise price of €5.7705 per share.  The following table provides a summary of the number of options that were granted pursuant to this plan, together with the amount of options that have vested and have been exercised.
 
Options Granted
Options Vested
Options Exercised
CEO
525,000
525,000
350,000
CFO
525,000
525,000
350,000
COO
350,000
350,000
350,000
General Counsel
350,000
350,000
350,000

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2015 Long-Term Incentive Plan
In 2015, our Board of Directors adopted a long-term incentive plan, pursuant to which key management personnel are eligible to receive options to purchase ordinary shares at a predetermined price and restricted stock units (RSUs) that represent the right to receive ordinary shares or payment of cash in lieu thereof, in accordance with the terms of the plan.  On February 12, 2015, we granted options to purchase an aggregate of 236,590 ordinary shares at €10.0475 per share, subject to customary vesting provisions, and 65,433 RSUs which are scheduled to vest automatically on the third anniversary of the grant. The following tables provide a summary of the number of options and RSUs that were granted pursuant to this plan, together with the amount of options that have vested and have been exercised.
 
Options Granted
Options Vested
Options Exercised
CEO
80,518
26,839
-
CFO
58,716
19,572
-
COO
54,614
18,205
-
General Counsel
42,742
14,247
-

 
RSUs granted
CEO
22,268
CFO
16,239
COO
15,105
General Counsel
11,821

2016 Long Term Incentive Plan
In December 2015, our Board of Directors adopted a long term incentive plan, or the 2016 Long Term Incentive Plan, pursuant to which members of the Executive Committee are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject to the terms of the 2016 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 2, 2016, we granted 54,616 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €10.6134 which equals the weighted average of the share price of the three days preceding the grant date. The following tables provide a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested.
 
Phantom Stock Units Granted
Phantom Stock Units Vested
CEO
17,116
-
CFO
20,728
-
COO
8,009
-
General Counsel
8,762
-

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2017 Long Term Incentive Plan
In February 2017, our Board of Directors adopted a long term incentive plan, pursuant to which members of the Executive Committee as well as the Head of Investor Relations are eligible to receive phantom stock unit grants. Other senior employees may in the future be invited to participate in this long term incentive plan by the Board of Directors upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject the terms of the 2017 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 9, 2017, we granted 66,448 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €7.2677 which equals the weighted average of the share price of the three days preceding the announcement of our preliminary full year results of 2016. The following tables provide a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested.
 
Phantom Stock Units Granted
Phantom Stock Units Vested
CEO
17,819
-
CFO
20,229
-
COO
12,557
-
General Counsel
9,808
-
Head of Investor Relations
6,036
-

ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A.          Major shareholders.

The following table sets forth information regarding beneficial ownership of our ordinary shares for (i) owners of more than five percent of our ordinary shares and (ii) our directors and officers as a group, of which we are aware as of March 15, 2017.
 
   Number     
Percentage(1)
  
Saverco NV (2)
    
17,026,896
      
10.7
%
Victrix NV (3)
    
9,245,393
      
5.8
%
Directors and Executive Officers as a Group *
    
-
      
-
  
____________________
*Individually each owning less than 1.0% of our outstanding ordinary shares.

(1)
Calculated based on 159,208,949 ordinary shares outstanding as of April 4, 2017.
(2)
Including shares held directly or indirectly by or for the benefit of Mr. Marc Saverys. The business address of Mr. Marc Saverys is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The information is derived from Schedule 13G filed with the SEC on February 9, 2016.
(3)
Including shares held directly or indirectly by or for the benefit of Ms. Virginie Saverys, who has voting or dispositive power over the shares held by Victrix NV. The business address of Victrix NV is Le Grellelei 20, 2000 Antwerpen, Belgium.  The information is derived from Schedule 13G filed with the SEC on February 11, 2016.
On March 15, 2017, our issued share capital amounted to $173,046,122.14 divided into 159,208,949 ordinary shares with no par value. On the same date, 33,939,913 of our shares, our U.S. Shares, representing approximately 21.3% of our share capital, were reflected on the U.S. Register, all of which were held in the name of 1 shareholder, being CEDE & CO., as nominee holder for The Depository Trust Company.
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In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days.  The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: http://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.
As a result of certain prepaid forward sale transactions involving an aggregate of 6,000,000 of our ordinary shares entered into in August 2015 as well as a sales transaction involving an aggregate of 9,000,000 of our ordinary shares entered into in November 2015, and subject to the terms and conditions of the prepaid forward sale transactions as summarized in the transparency notification received by us on August 5, 2015, at the date of this annual report the voting rights in the Company held directly or indirectly by Mr. Peter Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and former Chairman of our Board of Directors,  no longer exceed five percent.
To our knowledge, we are neither directly nor indirectly owned nor controlled by any other corporation, by any government or by any other natural or legal person severally or jointly.  Pursuant to Belgian law and our organizational documents, to the extent that we may have major shareholders at any time, we may not give them different voting rights from any of our other shareholders.
We are aware of no arrangements which may at a subsequent date result in a change in control of our company.
B.          Related party transactions.

Services Agreement with CMB

During the year ended December 31, 2016, we paid CMB a total of $17,731 (2015: $0, 2014: $17,745) for stationery provided by CMB.
Mr. Marc Saverys, the former Vice Chairman of our Board of Directors, currently controls Saverco, a company that is currently CMB's majority shareholder, and may be deemed to beneficially own 10.7% of our outstanding ordinary shares.  Mr. Marc Saverys is the father of one of our directors, Mr. Ludovic Saverys.
From time to time, Saverco renders travel services to us on a transactional basis. Saverco did not render any such services to us during the years ended December 31, 2016 or 2015.
Registration Rights Agreement

On January 28, 2015, we entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman and current major shareholder, Marc Saverys, or the Saverco Shareholders.
The Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period, subject to certain exceptions. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group's shares is declared effective. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us, including through on the others' demand registration. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement.
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Chartering with Joint Venture Entities

Cap Isabella
On March 15, 2013, we sold the newbuilding Suezmax Cap Isabella to Belle Shipholdings Ltd., a related party, pursuant to a sale and leaseback agreement for a net selling price of $52.9 million, which was used to pay the final shipyard installment due at delivery of $55.2 million. The stock of Belle Shipholdings Ltd. is held for the benefit of immediate family members of Peter Livanos, who at the time of this transaction was the representative of our former corporate director, TankLog. Mr. Livanos notified our Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized us to sell the Cap Isabella on the basis of current market values. The bareboat charter was terminated on October 8, 2014 upon delivery of the vessel to its new owner.
The Cap Isabella was a newbuilding from Samsung. We chartered the ship back on bareboat for a fixed period of two years with three options in our favor to extend for a further year. On July 31, 2014, Belle Shipholdings sold the Cap Isabella to a third-party. Pursuant to the sale and leaseback agreement, we were entitled to receive a share of the profit resulting from the sale of the vessel by Belle Shipholdings of approximately $4.3 million, which was recorded in the fourth quarter of 2014.
Bretta Tanker Holdings Inc. Eugenie, Devon, Capt. Michael, Maria
Prior to June 2, 2016, we and Bretta each owned a 50% equity interest in Fiorano, Larvotto, Fontvieille, and Moneghetti, joint ventures which owned the Capt. Michael, Maria, Eugenie and Devon, respectively.
John Michael Radziwill, one of our former directors, serves as an advisor of SCP Clover Maritime, a company that manages assets and investments of Mr. John Radziwill, his father, and specifically for Bretta.
On June 2, 2016, we entered into a share swap and claims transfer agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and as consideration therefore, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta's claims arising from the shareholder loans to Fiorano and Larvotto. In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels. As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria. We no longer have an equity interest in Moneghetti or Fontvieille, which own the Suezmaxes Devon and the Eugenie, respectively. Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies.
Up to December 31, 2015, a majority of our Suezmaxes operating in the spot market participated in an internal Revenue Sharing Agreement, or RSA, together with the four Suezmaxes that we previously owned with the Bretta Tanker Holdings Inc., or Bretta, as well as Suezmaxes owned by third-parties. Under the RSA, each vessel owner was responsible for its own costs, including voyage-related expenses, but shared in the net revenues, after the deduction of voyage-related expenses, retroactively on a semi-annual basis. Calculation of allocations and contributions under the RSA were based on a pool points system and were paid after the deduction of the pool fee to us, as pool manager, from the gross pool income. The RSA was terminated in the course of 2016, with effect as of December 31, 2015. If this RSA had not been in place, our profit for the year ended December 31, 2015 would have been impacted with $(0.9) million.
 
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Loans to Our Joint Venture Entities

Fontvieille Shareholder Loan
On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fontvieille, one of our former 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Eugenie and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013, and 2012 were $24.2 million, $29.0 million, $29.0 million, $26.2 million and $23.9 million, respectively. As of December 31, 2015, the outstanding balance on this facility was $23.5 million. After the consummation of the Share Swap and Claims Transfer Agreement, we no longer have an economic interest in this facility.
Moneghetti Shareholder Loan
On April 24, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Moneghetti, one of our former 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Devon and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $18.6 million,  $20.1 million, $21.6 million, $20.2 million and $19.2 million, respectively. As of December 31, 2015, the outstanding balance on this facility was $17.9 million. After the consummation of the Share Swap and Claims Transfer Agreement, we no longer have an economic interest in this facility.
Larvotto Shareholder Loan
On May 16, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Larvotto, which was at the time one of our 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Maria and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $26.3 million, $30.2 million,  $26.0 million, $23.5 million and $22.4 million, respectively. After the consummation of the Share Swap and Claims Transfer Agreement mentioned above, we became the sole lender and the Larvotto became a fully owned subsidiary. As of December 31, 2016 and December 31, 2015, the outstanding balances on this loan were $ 51.4 million and $26.1 million.
Fiorano Shareholder Loan
On August 28, 2008, we provided a shareholder loan to Euronav Hong Kong Limited in relation to Fiorano, which was at that time one of our 50%-owned joint ventures that we owned with Bretta. The proceeds of this loan were used to partially finance the acquisition of Capt. Michael and working capital purposes. This loan does not bear interest, and will become due upon demand. The largest amounts outstanding during 2016, 2015, 2014, 2013 and 2012 were $28.6 million, $31.4 million, $27.5 million, $26.0 million and $24.2 million, respectively. After the consummation of the Share Swap and Claims Transfer Agreement mentioned above, we became the sole lender and Fiorano became a fully owned subsidiary. As of December 31, 2016 and December 31, 2015, the outstanding balances on this loan were $53.1 million and $28.1 million, respectively.
 
103
Loan Agreements of Our Joint Ventures

For a description of our Joint Venture Loan Agreements, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Joint Venture Credit Facilities (at 50% economic interest)."
Guarantees

For a description of our guarantees, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Guarantees" and our consolidated financial statements included herein.
Properties

We lease office space in Belgium pursuant to a lease agreement with Reslea N.V., an entity jointly controlled by CMB and Exmar N.V., which we believe was on arms' length terms. Under this lease, we paid an annual rent of $178,104 for the year ended December 31, 2015 and an annual rent of $175,572 for the year ended December 31, 2016. This lease expires on August 31, 2021.
We lease office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, pursuant to a lease agreement with Nea Dimitra Ktimatiki Kai Emporiki S.A., an entity controlled by Ceres Shipping, which we believe was on arms' length terms. Mr. Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and the former Chairman of our Board of Directors, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, we paid an annual rent of $184,791 for the year ended December 31, 2015 and an annual rent of $199,873 for the year ended December 31, 2016. This lease expires on December 31, 2017.
We sublease office space in our new London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos, the representative of our former corporate directors, TankLog and Ceres Investments (Cyprus), and the former Chairman of our Board of Directors, which we believe is on arms' length terms. In 2015, under these subleases, we received rent of $495,507 and in 2016, under these subleases, we received $443,643. These subleases expire on April 27, 2023.
We also sublease office space in our new London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated September 25, 2014, with Tankers (UK) Agencies Limited, a wholly-owned subsidiary of Tankers International LLC, of which we own 40% of the outstanding interests, which is on arms'-length terms. In 2015, under this sublease, we received $260,108 in rent in 2015 and $232,882 in rent in 2016. This sublease expires on April 27, 2023.
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C.          Interests of experts and counsel.

Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A.          Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements."
Legal Proceedings

We are not involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.
Capital Allocation Policy & Dividend Policy

Our Board of Directors may from time to time, declare and pay cash dividends in accordance with our Articles of Association and applicable Belgian law. The declaration and payment of dividends, if any, will always be subject to the approval of either our Board of Directors (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends").
Dividends, if any, will be paid in two instalments: first as an interim dividend based on the results of the first six months of our fiscal year, then as a balance payment corresponding to the final dividend once the full year results have been audited and presented to our shareholders for approval. The interim dividend payout ratio may typically be more conservative than the yearly payout and will take into account any other form of return of capital made over the same period.
Pursuant to the dividend policy set out above, our Board of Directors will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.
In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.
Notwithstanding our Board of Directors' primary obligation to act in the best interest of the Company and in doing so to always consider alternatives for use of cash that might otherwise be distributed as dividends, such as the purchase by us of our own shares, the accelerated amortization of debt or the acquisition of vessels which we consider at that time to be accretive to shareholders' value, we currently intend to distribute to our shareholders 80% of our annual net consolidated profit excluding exceptional items (such as gains on the disposal of vessels).
For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."
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B.          Significant Changes.

Please see Note 28 - Subsequent Events to our Audited Consolidated Financial Statements included herein.
ITEM 9.
OFFER AND THE LISTING
A.          Offer and Listing Details.

Our share capital consists of ordinary shares issued without par value.  Under Belgian law, shares without par value are deemed to have a "nominal" value equal to the total amount of share capital divided by the number of shares.  As of April 4, 2017, our issued (and fully paid up) share capital was $173,046,122.14, which is represented by 159,208,949 ordinary shares with no par value.  The nominal value of our ordinary shares is $1.086912 per share.
Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN."  We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.
All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars.  The following tables set forth the high and low closing prices for our ordinary shares for the periods indicated, as reported by the NYSE and Euronext Brussels, respectively.
   
NYSE
    
Euronext Brussels
  
   
High
    
Low
    
High
    
Low
  
   
(US$)
    
(US$)
    
(EUR)
    
(EUR)
  
For the Fiscal Year Ended:
                        
December 31, 2012
    
-
      
-
      
7.25
      
3.74
  
December 31, 2013
    
-
      
-
      
8
      
3.05
  
December 31, 2014
    
-
      
-
      
10.50
      
7.35
  
December 31, 2015
    
16.32
*
    
10.95
*
    
15.10
      
9.60
  
December 31, 2016
    
13.44
      
6.70
      
12.44
      
6.40
  

   
NYSE
    
Euronext Brussels
  
   
High
 (US$)
    
Low
 (US$)
    
High
 (EUR)
    
Low
 (EUR)
  
For the Quarter Ended:
                        
March 31, 2015
    
12.54
*
    
10.95
*
    
11.61
      
9.60
  
June 30, 2015
    
15.44
      
12.61
      
13.67
      
11.57
  
September 30, 2015
    
16.32
      
12.14
      
15.10
      
10.89
  
December 31, 2015
    
16.02
      
12.65
      
14.22
      
11.45
  
March 31, 2016
    
13.44
      
9.54
      
12.44
      
8.67
  
June 30, 2016
    
11.37
      
8.79
      
10.07
      
7.95
  
September 30, 2016
    
9.44
      
7.43
      
8.46
      
6.81
  
December 31, 2016
    
8.26
      
6.70
      
7.72
      
6.40
  

106
 
 
   
NYSE
    
Euronext Brussels
  
   
High
(US$)
    
Low
(US$)
    
High
(EUR)
    
Low
(EUR)
  
For the Month:
                        
September 2016
    
9.38
      
7.43
      
8.30
      
6.81
  
October 2016
    
8.26
      
7.47
      
7.48
      
6.64
  
November 2016
    
7.80
      
7.10
      
7.32
      
6.48
  
December 2016
    
8.05
      
6.70
      
7.72
      
6.40
  
January 2017
    
8.55
      
7.65
      
8.01
      
7.20
  
February 2017
    
8.25
      
7.70
      
7.82
      
7.18
  
March 2017
    
8.35
      
7.90
      
7.83
      
7.28
  
April 2017 (through and including April 4, 2017)     7.90       7.75       7.37       7.34  

* Period for the NYSE begins on January 23, 2015.

B.          Plan of Distribution

Not applicable
C.          Markets.

Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN."
For a discussion of our ordinary shares which are listed and eligible for trading on the NYSE and Euronext Brussels, please see "Item 10. Additional Information — B. Memorandum and Articles of Association — Share Register."
D.          Selling Shareholders

Not applicable.
 
E.          Dilution

Not applicable.
F.          Expenses of the Issue

Not applicable.
ITEM 10.
ADDITIONAL INFORMATION
A.          Share capital.

Not applicable.
B.          Memorandum and Articles of Association.

The following is a description of the material terms of our Articles of Association currently in effect. Because the following is a summary, it does not contain all information that you may find useful. For more complete information, you should read our Articles of Association which have been filed as Exhibit 1.1 to our annual report on Form 20-F filed with the SEC on April 5, 2016, which is incorporated by reference herein.
Purpose

Our objectives are set forth in Section I, Article 2 of our Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.
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Issued and Authorized Capitalization

As of April 4, 2017, our issued (and fully paid up) share capital was $173,046,122.14 which is represented by 159,208,949 ordinary shares with no par value. The shareholders' meeting of May 13, 2015 has authorized the Board of Directors to increase the share capital one or several times by a total maximum amount of $150,000,000 for a period of five years as of June 19, 2015. Taking into account the fractional value of $1.086912 per share, the authorized capital of $150,000,000 allows the Board to issue additionally up to 138,005,652 ordinary shares without future shareholder approval. As of April 4, 2017 and taking into account that no ordinary shares have been issued since the shareholders' meeting of May 13, 2015, our Board of Directors is authorized to issue up to an additional 138,005,652 ordinary shares without future shareholder approval.
Share History

On January 10, 2014, we received gross proceeds of $50.0 million upon the issuance of 5,473,571 of our existing ordinary shares in an equity offering at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels.
On January 13, 2014, we issued 60 perpetual convertible preferred equity securities, each with a denomination of $2.5 million, which are convertible into our existing ordinary shares at the holders' option. The proceeds of the issuance were used to strengthen our balance sheet liquidity, to diversify funding sources, and for general corporate and working capital purposes.
On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 out of the 60 issued and outstanding perpetual convertible preferred equity securities.
On February 24, 2014, we received gross proceeds of $300.0 million upon the issuance of 32,841,528 of our existing ordinary shares in an equity offering at €6.70 per share (based on the USD/EUR exchange rate applied by the European Central Bank of EUR 1.00 per $1.3634 in effect on January 6, 2014). The proceeds of the offering were used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels.
During the period from November 12, 2013 through April 22, 2014, we issued an aggregate of 20,969,473 existing ordinary shares upon conversion of $124.9 million in aggregate principal amount of 1,249 Convertible Notes due 2018 at the holders' option. On February 20, 2014, we issued an optional redemption notice and on April 9, 2014, redeemed the last convertible note due 2018 outstanding as of April 2, 2014 for an aggregate of $101,227.78. As a result, no more convertible notes due 2018 are outstanding since that date.
On July 14, 2014, we received gross proceeds of $125.0 million upon the issuance of 10,556,808 of our ordinary shares in an underwritten private offering in Belgium mainly to a group of qualified investors at €8.70 per share (or $11.84 per share based on the USD/EUR exchange rate of EUR 1.00 per $1.3610). The proceeds of the offering were used to partially finance the purchase price of the four VLCC Acquisition Vessels.
In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, for gross proceeds of $229.1 million.
In January 2015, we redeemed the remaining 250 outstanding convertible notes due 2015, with a face value of $100,000, at par. We held 18 of these notes. As a result, no more convertible notes due 2015 are outstanding.
On February 6, 2015, we issued 9,459,283 ordinary shares upon the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities. As a result, no more perpetual convertible preferred equity securities are outstanding.
In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.
In January 2016, we repurchased 500,000 of our ordinary shares at the average price of $10.3705 per share. In June 2016, we repurchased 192,415 of our ordinary shares at the average price of $8.8588.
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Ordinary Shares

Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.
Share Register

We maintain a share register in Belgium, the Belgian Register, maintained by Euroclear Belgium, on which our Belgian Shares are reflected.  Our U.S. Shares are reflected in our U.S. Register that is maintained by Computershare.
The U.S. Shares have CUSIP B38564 108.  Only these shares, which are reflected in the U.S. Register, may be traded on the NYSE.
The Belgian Shares have ISIN BE0003816338.  Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.
For Belgian Shares, including shares that were either acquired on Euronext Brussels or prior to our initial public offering, to be traded on the NYSE and for U.S. Shares to be traded on Euronext Brussels, shareholders must reposition their shares to the appropriate component of our share register (the U.S. Register for listing and trading on the NYSE and the Belgian Register for listing and trading on Euronext Belgium).  As part of the repositioning procedure, the shares to be repositioned would be debited from the Belgian Register or the U.S. Register, as applicable, and cancelled from the holder's securities account, and simultaneously credited to the relevant register (the Belgian Register for shares to be eligible for listing and trading on Euronext Brussels and the U.S. Register for shares to be eligible for listing and trading on the NYSE) and deposited in the holder's securities account. The repositioning procedure is normally completed within three trading days, but may take longer and the Company cannot guarantee the timing.  The Company may suspend the repositioning of shares for periods of time, which we refer to as "freeze periods" for certain corporate events, including the payment of dividends or shareholder meetings. In such cases, the Company plans to inform its shareholders about such freeze periods on its website.
Please see the Company's website www.euronav.com for instructions on how to reposition your shares to be eligible for trading on either the NYSE or Euronext Brussels.
Dividend Rights

For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Dividend Policy."
Liquidation Rights
In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes shall be distributed to the holders of our ordinary shares, each receiving a sum proportional to the number of our shares held by them, subject to prior liquidation rights of any preferred stock that may be outstanding.
Perpetual Convertible Preferred Equity Issues

On January 13, 2014, we issued 60 perpetual convertible preferred equity securities for net proceeds of $150.0 million, which are convertible into ordinary shares of us, at the holders' option. The perpetual convertible preferred equity securities bear interest at 6% during the first 5 years, which is payable annually in arrears in cash or in shares at our option. On February 6, 2014, we issued 9,459,286 ordinary shares upon the conversion of 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million, and on February 6, 2015, we issued 9,459,283 ordinary shares upon our exercise of our right to force the conversion of the remaining 30 perpetual convertible preferred equity securities, representing a face value of $75.0 million. As a result, no more perpetual convertible preferred equity securities are outstanding.
109


Directors

Our Articles of Association provide that our Board of Directors shall consist of at least five members. Our Board of Directors currently consists of eight members. The Articles of Association provide that the members of the Board of Directors remain in office for a period not exceeding 4 years and are eligible for re-election. The term of a director comes to an end immediately after the annual shareholders' meeting of the last year of his term. Directors can be dismissed at any time by the vote of a majority of our shareholders. Each year, there may be one or more directors who have reached the end of their current term of office and may be reappointed.
The Board of Directors is our ultimate decision-making body, with the exception of the matters reserved for the general shareholders' meeting as provided by the Belgian Companies Code or by our Articles of Association.
Belgian law does not regulate specifically the ability of directors to borrow money from the Company. Our Corporate Governance Charter provides that as a matter of principle, no loans or advances will be granted to any director (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expense).
Article 523 of the Belgian Code of Companies provides that if one of our directors directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the powers of our Board, the director concerned must inform our other directors before our Board makes any decision on such transaction. The statutory auditor must also be notified. The director may not participate in the deliberation or vote on the conflicting decision or transaction. An excerpt from the minutes of the meeting of our Board that sets forth the financial impact of the matter on us and justifies the decision of our Board must be published in our annual report. The statutory auditor's report to the annual accounts must contain a description of the financial impact on us of each of the decisions of our Board where director conflicts arise.
Shareholder Meetings

The annual general shareholders' meeting is held annually on the second Thursday of May at 11 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.
The Board of Directors or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders' meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a fifth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders' meeting is given.
A shareholder only has the right to be admitted to and to vote at the general shareholders' meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the meeting, the day of the meeting not included (the "Record Date"), either by registration in the Company's register of registered shares, either by their registration in the accounts of an authorized custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general shareholders' meeting.
The shareholder must notify the Company or a designated person of its intention to take part in the general shareholders' meeting at the sixth calendar day preceding the date of the meeting, the day of the meeting not included, in the way mentioned in the convening notice.
The financial intermediary of the authorized custody account keeper or clearing institution delivers a certificate to the shareholders of dematerialized shares which are tradable on Euronext Brussels stating the number of dematerialized shares which are registered in the name of the shareholder on its accounts at the Record Date and with which the shareholder intends to take part in the general shareholders' meeting.
A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at the general meeting if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the board of directors in compliance with all applicable legal provisions.
The convening notice for each general shareholders' meeting shall be disclosed to our shareholders in compliance with all applicable legal terms and provisions, including on our website www.euronav.com
In general, there is no quorum requirement for the general shareholders' meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.
110


Preferential Subscription Rights
In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants.
In accordance with the provisions of the Belgian Code of Companies and our Articles of Association, the Company, when issuing shares, has the authority to limit or cancel the preferential subscription right of the shareholders in the interest of the Company in respect of such issuance. This limitation or cancellation can be decided upon in favor of one or more particular persons subscribing to that issuance.
When cancelling the preferential right of the shareholders, priority may be given to the existing shareholders for the allocation of the newly issued shares.
Disclosure of Major Shareholdings
In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found in article 14 of our Articles of Association and on the website of the FSMA: http://www.fsma.be/en/Supervision/fm/gv/ah/wetteksten/wetgeving.aspx.
Purchase and Sales of Our Own Shares
We may only acquire our own ordinary shares pursuant to a decision by our shareholders' meeting taken under the conditions of quorum and majority provided for in the Belgian Companies Code.
The extraordinary shareholders' meeting of May 13, 2015 resolved to authorize the Board of Directors of the Company and its direct subsidiaries to acquire, in accordance with the conditions of the law, with available assets in the sense of article 617 of the Belgian Companies Code, for a period of five years as from May 13, 2015, a maximum of twenty per cent of the existing ordinary shares of the Company where all ordinary shares already purchased by the Company and its direct subsidiaries need to be taken into account and at a price per share equal to the average of the last five closing prices of the Company's ordinary shares at Euronext Brussels before the acquisition, increased with a maximum of twenty percent (20%) or decreased with a maximum of twenty percent (20%) of the said average.
Anti-Takeover Effect of Certain Provisions of Our Articles of Association

Our Articles of Association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
For example, a shareholder's voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder's meeting, unless we and the Belgian Financial Services and Markets Authority have been informed at least 20 days prior to the date of the relevant general shareholder's meeting in which the holder wishes to vote. In addition, our Board of Directors is authorized in our Articles of Association to (i) increase the Company's capital within the framework of the authorized capital with a maximum amount of $150,000,000 and (ii) buy back and sell the Company's own shares. These authorizations may be used by the Board of Directors in the event of a hostile takeover bid.
Limitations on the Right to Own Securities
Neither Belgian law nor our articles of association imposes any general limitation on the right of non-residents or foreign persons to hold our ordinary shares or exercise voting rights on our ordinary shares other than those limitations that would generally apply to all shareholders.
111


Transfer agent

The registrar and transfer agent for our ordinary shares in the United States is Computershare Trust Company N.A. Our Belgian Register is maintained by Euroclear Belgium.
C.          Material contracts.

We refer you to "Item 4. Information on the Company—B. Business Overview," "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities," Item 6. Directors, Senior Management and Employees — E. Share Ownership— Equity Incentive Plan," and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have entered into outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report.
Other than as set forth above, there were no material contracts, other than contracts entered into in the ordinary course of business, to which we were a party during the two year period immediately preceding the date of this annual report.
D.          Exchange controls.

There are no Belgian exchange control regulations that would affect the import or export of capital, including the availability of cash and cash equivalents for use by the company's group or the remittance of dividends, interest or other payments to nonresident holders of the Company's securities.
See "Item 10. Additional information—E. Taxation" for a discussion of the tax treatment of dividends.
E.          Taxation.

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, "straddle" or "conversion transaction," persons who are deemed to sell the ordinary shares under constructive sale rules and persons who are liable for the alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the "Company," "we" and "us" are to Euronav NV and its subsidiaries on a consolidated basis.
United States Federal Income Taxation of the Company

Taxation of Operating Income: In General
Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as "U.S.-source shipping income."
112


Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.
In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.
Exemption of Operating Income from U.S. Federal Income Taxation
Under the U.S.-Belgium income tax treaty (the "Belgian Treaty"), we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. We believe that we satisfy the requirements for exemption under the Belgian Treaty for our 2015 year, 2016 year and possibly for our future taxable years. Alternatively, we may qualify for exemption under Section 883, as discussed below.
Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:
(1)          we are organized in a foreign country, or our country of organization, that grants an "equivalent exemption" to corporations organized in the United States; and
(2)          either

(A)          more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, which we refer to as the "50% Ownership Test," or
(B)          our stock is "primarily and regularly traded on an established securities market" in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".
Each of the jurisdictions where our ship-owning subsidiaries are incorporated grant an "equivalent exemption" to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.
We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test given the widely held nature of our ordinary shares. Our ability to satisfy the Publicly-Traded Test is discussed below.
Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. After the initial public offering, our ordinary shares, which constitute our sole class of issued and outstanding stock, will continue to be "primarily traded" on the NYSE.
Under the Treasury Regulations, our ordinary shares will be considered to be "regularly traded" on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. Our ordinary shares, our sole class of stock, are listed on the NYSE and therefore we satisfy the listing requirement.
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It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test". We believe we satisfied the trading frequency and trading volume tests for the 2016 taxable year. Even if this was not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the "5 Percent Override Rule."
For purposes of being able to determine the persons who own 5% or more of our stock, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.
In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.
We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2016 taxable year. We also expect that we and each of our subsidiaries will qualify for this exemption for our subsequent taxable years. However, there can be no assurance in this regard. For example, if our 5% Stockholders own 50% or more of our ordinary shares, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.
Taxation in the Absence of Exemption under Section 883 of the Code
To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.
To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.
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Our U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
·
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
·
substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.
U.S. Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
United States Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.
If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in the holder's ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.
Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our ordinary shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.
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As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder's specific situation.
Special rules may apply to any "extraordinary dividend" generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder's adjusted tax basis (or fair market value in certain circumstances) in a share of ordinary shares paid by us. If we pay an "extraordinary dividend" on our ordinary shares that is treated as "qualified dividend income," then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Ordinary shares
Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares. The U.S. Holder's initial tax basis in its shares generally will be the U.S. Holder's purchase price for the shares and that tax basis will be reduced (but not below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under "—United States Federal Income Taxation of U.S. Holders—Distributions"). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company
Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:
·
at least 75 percent of the corporation's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
·
at least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary's stock.
Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.
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Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. We have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our ordinary shares, as discussed below.
If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder's ordinary shares.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.
Taxation of U.S. Holders Making a "Mark-to-Market" Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The "mark-to-market" election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder's adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.
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Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:
·
the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the ordinary shares;
·
the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and
·
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.
United States Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of our ordinary shares that is not a U.S. Holder or an entity treated as a partnership is referred to herein as a "Non-U.S. Holder."
If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.
Dividends on Ordinary shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Ordinary shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:
·
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or
·
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
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If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.
Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:
·
fails to provide an accurate taxpayer identification number;
·
is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or
·
in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.
If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.
Belgian Tax Considerations

In the opinion of Argo Law, our Belgian counsel, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of shares by an investor, but does not address all tax consequences of the ownership and disposal of shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. The following does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, shares as a position in a straddle, share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions.
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A Belgian resident is (i) an individual subject to Belgian personal income tax (an individual who has his domicile in Belgium or has the seat of his estate in Belgium, or a person assimilated to a Belgian resident), (ii) a company subject to Belgian corporate income tax (a company that has its registered office, its main establishment or its place of management in Belgium), (iii) an Organization for Financing Pensions, or an OFP, subject to Belgian corporate income tax (a Belgian pension fund incorporated under the form of an OFP), or (iv) a legal entity subject to the Belgian tax on legal entities (a legal entity other than a company subject to the corporate income tax that has its registered office, its main establishment or its place of management in Belgium). A Belgian non-resident is a person that is not a Belgian resident.
Investors are encouraged to consult their own advisers as to the tax consequences of the acquisition, ownership and disposal of the shares.
Dividends
For Belgian income tax purposes, the gross amount of all distributions made by the company to its shareholders is generally taxed as dividend, except for the repayment of statutory capital carried out in accordance with the Belgian Companies Code to the extent that the statutory capital qualifies as "fiscal" capital. The fiscal capital includes, in principle, the paid-up statutory capital and, subject to certain conditions, the paid issue premiums and the amounts subscribed to at the time of the issue of profit sharing certificates.
In general, a Belgian withholding tax of (currently) 30% is levied on dividends. In the case of a redemption of shares, the redemption price (after deduction of the part of the paid-up fiscal capital represented by the shares redeemed) will be treated as dividend that is subject to a Belgian withholding tax of 30% unless this redemption is carried out on a stock exchange and meets certain conditions. In the event of liquidation of the Company, a withholding tax of 30% will be levied on any distributed amount exceeding the paid-up fiscal capital.
Belgian tax law provides for certain exemptions from Belgian withholding tax on Belgian source dividends. If there is no exemption applicable under Belgian domestic tax law, the Belgian withholding tax can potentially be reduced for investors who are non-residents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the non-resident shareholder (see below).
Belgian resident individuals who hold ordinary shares offered in the initial public offering as a private investment do not have to declare the dividend income in their personal income tax return since 30% Belgian withholding tax has been withheld which is the final tax due. If the dividend income would be declared in the personal income tax return, it will be taxed at 30% or, if lower, at the progressive personal income tax rates applicable to the taxpayer's overall declared income.
If the dividends are declared in the personal income tax return, the Belgian withholding tax paid can be credited against the final personal income tax liability of the investor and may also be refunded if it exceeds the final income tax liability with at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of, or capital loss on, the shares. This condition is not applicable if the Belgian individual can demonstrate that he has had full ownership of the shares during an uninterrupted period of 12 months prior to the attribution of the dividends.
Belgian resident individuals who acquire and hold the shares for professional purposes must always declare the dividend income in their personal income tax return and will be taxable at the individual's personal income tax rate increased with local surcharges. Withholding tax withheld at source may be credited against the personal income tax due and is reimbursable if it exceeds the income tax due with at least EUR 2.50, subject to two conditions: (i) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed, and (ii) the dividend distribution may not result in a reduction in value of or a capital loss on the shares. The latter condition is not applicable if the individual can demonstrate that he has held the full legal ownership of the shares for an uninterrupted period of 12 months prior to the payment or attribution of the dividends.
For Belgian resident companies, the gross dividend income, including the Belgian withholding tax and excluding the foreign withholding tax, if any, must be added to their taxable income, which is, in principle, taxed at the ordinary corporate income tax rate of 33.99%. In certain circumstances lower tax rates may apply.
Belgian resident companies can generally deduct up to 95% of the gross dividend received from the taxable income ("dividend received deduction"), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds shares representing at least 10% of the share capital of the company or a participation in the company with an acquisition value of at least EUR 2,500,000; (2) the shares have been held or will be held in full legal ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in article 203 of the Belgian Income Tax Code ("ITC") are met (together the "Conditions for the application of the dividend received deduction regime").
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For qualifying investment companies and for financial institutions and insurance companies, certain of the aforementioned conditions with respect to the dividend received deduction do not apply.
The Conditions for the application of the dividend received deduction regime depend on a factual analysis and for this reason the availability of this regime should be verified upon each dividend distribution.
The Belgian withholding tax may, in principle, be credited against the corporate income tax and is reimbursable if it exceeds the corporate income tax payable with at least EUR 2.50, subject to the two following conditions: (i) the taxpayer must own the shares in full legal ownership at the time of payment or attribution of the dividends and (ii) the dividend distribution may not give rise to a reduction in the value of, or a capital loss on, the shares. The latter condition is not applicable if the company proves that it held the shares in full legal ownership during an uninterrupted period of 12 months prior to the attribution of the dividends or if, during that period, the shares never belonged to a taxpayer who was not a resident company or who was not a non-resident company that held the shares through a permanent establishment in Belgium.
No Belgian withholding tax will be due on dividends paid by the Company to a resident company provided the resident company owns, at the time of the distribution of the dividend, at least 10% of the share capital of the Company for an uninterrupted period of at least one year and, provided further, that the resident company provides the Company or its paying agent with a certificate as to its status as a resident company and as to the fact that it has owned a 10% shareholding for an uninterrupted period of one year and provided the anti-abuse provision does not apply. For those companies owning a share participation of at least 10% in the share capital of the Company for less than one year, the Company will levy the withholding tax but, provided the company certifies its resident status and the date on which it acquired the shareholding, will not transfer it to the Belgian Treasury. As soon as the investor owns the share participation of at least 10% in the capital of the Company for one year, it will receive the amount of this temporarily levied withholding tax.
For Belgian pension funds incorporated under the form of an Organization for Financing Pensions, the dividend income is generally tax-exempt. Subject to certain limitations, any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.
The Belgian legal entities will be subject to the Belgian withholding tax on the dividends distributed by the Company. Under the current Belgian tax rules, Belgian withholding tax will represent the final tax liability and the dividends should, therefore, not be included in the tax returns of the legal entities.
For non-resident individuals and companies, the dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment.
If the shares are acquired by a non-resident in connection with a business in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident individual or corporate income tax rate, as appropriate. Belgian withholding tax levied at source may be credited against non-resident individual or corporate income tax and is reimbursable if it exceeds the income tax due with at least EUR 2.50 and subject to two conditions: (1) the taxpayer must own the shares in full legal ownership at the time the dividends are paid or attributed and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the shares were held in full legal ownership for an uninterrupted period of 12 months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during the relevant period, the shares have not belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the shares in a Belgian establishment.
For non-resident companies whose shares are invested in a fixed base in Belgium or Belgian establishment the dividend received deduction will apply on the same conditions as for Belgian resident companies.
Belgian tax law provides for certain exemptions from withholding tax on Belgian source dividends distributed to non-resident investors. No Belgian withholding tax is due on dividends paid by the Company to a non-resident organization that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence, provided that it is not contractually obligated to redistribute the dividends to any beneficial owner of such dividends for whom it would manage the shares. The exemption will only apply if the organization signs a certificate confirming that it is the full legal owner or usufruct holder of shares, that it is a non-resident that is not engaged in any business or other profit making activity and is exempt from income taxes in its country of residence and that it has no contractual redistribution obligation. The organization must then forward that certificate to the Company or the paying agent.
If there is no exemption applicable under Belgian domestic tax law, the Belgian dividend withholding tax can potentially be reduced for investors who are non-residents pursuant to the treaties regarding the avoidance of double taxation concluded between the Kingdom of Belgium and the state of residence of the non-resident shareholder. Belgium has concluded tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related to the size of the shareholding and certain identification formalities.
Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation (the "U.S.—Belgium Treaty"). The U.S.—Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.—Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.—Belgium Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company during at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.—Belgium Treaty.
Additionally, dividends distributed to non-resident companies that (i) are either established in a Member State of the EU or in a country with which Belgium has concluded a double tax treaty, where that treaty or any other treaty concluded between Belgium and that jurisdiction includes a qualifying exchange of information clause; and (ii) qualify as a parent company, will be exempt from Belgian withholding tax provided that the shares held by the non-resident company, upon payment or attribution of the dividends, amount to at least 10 per cent. of the Company's share capital and are held or will be held during an uninterrupted period of at least one year and provided the anti-abuse provision does not apply. A company qualifies as a parent company if: (i) for companies established in a Member State of the EU, it has a legal form as listed in the annex to the EU Parent-Subsidiary Directive of July 23, 1990 (90/435/EC), as amended, or, for companies established in a country with which Belgium has concluded a double tax treaty and where that treaty or any other treaty concluded between Belgium and that country includes a qualifying exchange of information clause, it has a legal form similar to the ones listed in such annex, (ii) it is considered to be a tax resident according to the tax laws of the country where it is established and the double tax treaties concluded between such country and third countries and (iii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime.
In order to benefit from this exemption, the investor must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it satisfies the required conditions. If the investor holds the shares for less than one year, at the time the dividends are paid on or attributed to the shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the investor certifies its qualifying status, the date from which the investor has held the shares, and the investor's commitment to hold the shares for an uninterrupted period of at least one year. The investor must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10 per cent. of the Company's share capital before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the deducted dividend withholding tax will be paid to the investor.
Dividends paid or attributable to non-resident companies will under certain conditions be subject to a reduced 1.6995% withholding tax (5% of 33.99%), provided that the non-resident companies (i) are either established in a Member State of the EEA or in a country with which Belgium has concluded a double tax treaty, where that treaty, or any other treaty concluded between Belgium and that jurisdiction, includes a qualifying exchange of information clause; and (ii) have a legal form as listed in Annex I, Part A to Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, as amended by the Council Directive of 8 July 2014 (2014/86/EU), or a legal form similar to the legal forms listed in the aforementioned annex and which is governed by the laws of another Member State of the EEA or a similar legal form in a country with which Belgium has concluded a double tax treaty; and (iii) hold a share participation in the Belgian dividend distributing company, upon payment or attribution of the dividends, of less than 10% of the Company's share capital but with an acquisition value of at least EUR 2,500,000; and (iv) have held this share participation in full legal ownership during an uninterrupted period of at least one year; and (v) is subject to corporate income tax or a tax regime similar to corporate income tax without benefiting from a tax regime which deviates from the ordinary regime.
The reduced 1.6995% withholding tax is only applied to the extent that the Belgian withholding tax cannot be credited nor reimbursed at the level of the qualifying, dividend receiving company. The non-resident company must provide the Company or its paying agent with a certificate confirming its qualifying status and the fact that it meets the required conditions.
Prospective holders are encouraged to consult their own tax advisers to determine whether they qualify for an exemption or a reduction of the withholding tax rate upon payment of dividends and, if so, the procedural requirements for obtaining such an exemption or a reduction upon the payment of dividends or making claims for reimbursement.
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Capital gains and losses
Belgian resident individuals acquiring the shares as a private investment should in general not be subject to Belgian capital gains tax on the disposal of the shares and capital losses are not tax deductible.
Capital gains realized by a private individual are taxable at 33% (plus local surcharges) if the capital gain is deemed to be realized outside the scope of the normal management of the individual's private estate. Capital losses incurred in such transactions are generally not tax deductible.
Capital gains realized by Belgian resident individuals on the disposal of the shares for consideration, outside the exercise of a professional activity, to a non-resident company (or a body constituted in a similar legal form), to a foreign state (or one of its political subdivisions or local authorities) or to a non-resident legal entity, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (a shareholding of more than 25% in the Company). This capital gains tax does, in principal, not apply if the shares are transferred to the above-mentioned persons provided that they are established in the European Economic Area (EEA).
Belgian resident individuals who hold shares for professional purposes are taxed at the ordinary progressive income tax rates increased by the applicable local surcharges on any capital gains realized upon the disposal of the shares. If the shares were held for at least five years prior to such disposal, the capital gains tax would, however, be levied at a reduced rate of 16.5% (plus local surcharges). Losses on shares incurred by such an investor are tax deductible.
Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realized upon the disposal of the shares provided that (i) the conditions relating to the taxation of the underlying distributed income in the framework of the dividend received deduction, as described in article 203 of the Belgian ITC, are satisfied, and (ii) that the shares have been held in full legal ownership for an uninterrupted period of at least one year, except for companies which do not qualify as a small-and-medium sized company as any realized capital gain will be taxed at 0.412%.
If the holding condition mentioned under (ii) is not met (but the condition relating to the taxation of the underlying distributed income mentioned under (i) is met) then the capital gain will be taxable at a separate corporate income tax rate of 25.75%. If the condition mentioned under (i) would not be met, the capital gains realized will be taxable at the ordinary corporate income tax rate of principally 33.99%.
Capital losses on shares are, in principle, not tax deductible. However, shares held in the trading portfolios of qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. In general, the capital gains on such shares are taxable at the corporate income tax rate of 33.99% and capital losses on such shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization.
Belgian pension funds incorporated under the form of an OFP are, in principle, not subject to Belgian capital gains taxation on the disposal of the shares, and capital losses are not tax deductible.
Belgian resident legal entities subject to the legal entities income tax are, in principle, not subject to Belgian capital gains taxation on the disposal of the shares, except in the case of the transfer of a substantial shareholding to an entity established outside the EEA (see the sub-section regarding Belgian resident individuals above).
Capital losses on shares incurred by Belgian resident legal entities are not tax deductible.
Capital gains realized on the shares by a Belgian non-resident individual that has not acquired the shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian permanent establishment are generally not subject to taxation, unless the gain is deemed to be realized outside the scope of the normal management of the individual's private estate and the capital gain is obtained or received in Belgium. However, Belgium has concluded tax treaties with more than 95 countries which generally provide for a full exemption from Belgian capital gain taxation on capital gains realized by residents of those countries. Capital losses are principally not tax deductible.
Capital gains will be taxable at the ordinary progressive income tax rates and capital losses will be tax deductible, if those gains or losses are realized on shares by a non-resident individual that holds shares in connection with a business conducted in Belgium through a fixed base in Belgium.
Capital gains realized by non-resident individuals on the transfer of a substantial shareholding to an entity established outside the EEA are generally subject to the same regime as Belgian resident individuals. However, Belgium has concluded tax treaties with more than 95 countries which generally provide for a full exemption from Belgian capital gain taxation on such gains realized by residents of those countries. Capital losses are generally not tax deductible.
Capital gains realized on the shares by non-resident companies or non-resident entities that have not acquired the shares in connection with a business conducted in Belgium through a Belgian permanent establishment are generally not subject to taxation and losses are not tax deductible.
Capital gains realized by non-resident companies or other non-resident entities that hold the shares in connection with a business conducted in Belgium through a Belgian permanent establishment are generally subject to the same regime as Belgian resident companies.
Belgian Tax on Stock Exchange Transactions
A stock market tax is normally levied on the purchase and the sale and on any other acquisition and transfer for consideration in Belgium of existing shares through a professional intermediary established in Belgium on the secondary market, or "secondary market transactions." The tax is due by both the transferor and the transferee separately. The applicable rate amounts to 0.27% of the consideration paid but with a cap of 1,600 euros per transaction and per party. Such tax is also due for transactions for which the order is directly or indirectly given by an individual with habitual abode in Belgium, or by a legal entity on account of its Belgian seat or establishment, to an intermediary established outside Belgium. In such case, this individual or legal entity should declare and pay the tax on stock exchange transactions due, unless if he can prove that it was already paid.
Belgian non-residents who purchase or otherwise acquire or transfer, for consideration, shares in Belgium for their own account through a professional intermediary may be exempt from the stock market tax if they deliver a sworn affidavit to the intermediary in Belgium confirming their non-resident status, except in case they would be considered to have their habitual abode or their seat or establishment in Belgium.
In addition to the above, no stock market tax is payable by: (i) professional intermediaries described in Article 2, 9° and 10° of the Law of August 2, 2002 acting for their own account, (ii) insurance companies described in Article 2, §1 of the Law of July 9, 1975 acting for their own account, (iii) professional retirement institutions referred to in Article 2, 1° of the Law of October 27, 2006 relating to the control professional retirement institutions acting for their own account, (iv) collective investment institutions acting for their own account, (v) non-residents acting for their own account (upon delivery of a certificate of non-residency in Belgium), except if they would be considered to have their habitual abode or their seat or establishment in Belgium, or (vi) regulated real estate companies acting for their own account.
Application of the tonnage tax regime to the Company
The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.
Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (which is, on the basis of the tonnage of the vessels it operates), rather than on the basis of our accounting results, as adjusted, for Belgian corporate income tax purposes. This tonnage tax regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013.
Certain of our subsidiaries that were formed in connection with our acquisition of the 2014 Fleet Acquisition Vessels are subject to the ordinary Belgian corporate income tax regime, however, which benefit from a tax investment allowance due to the acquisition. However, we have applied for the Belgian tonnage tax regime for those subsidiaries and obtained approval for Euronav Shipping NV and Euronav Tankers NV effective January 1, 2016.
We cannot assure the Company will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve the Company's applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future operating results of the Company.
Other Income Tax Considerations
In addition to the income tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.
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Proposed Financial Transaction Tax
On February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (the "FTT"). Earlier negotiations for a common transaction tax among all 28 EU Member States had failed. The current negotiations between Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the Participating Member States) are seeking a compromise under "enhanced cooperation" rules, which require consensus from at least nine nations. Earlier Estonia dropped out of the negotiations by declaring it would not introduce the FTT.

The Draft Directive currently stipulates that once the FTT enters into force, the Participating Member States shall not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in the Council Directive 2006/112/EC of November 28, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into force.

However, the Draft Directive on the FTT remains subject to negotiations between the Participating Member States. It may therefore be altered prior to any implementation, of which the eventual timing and outcome remains unclear. Additional EU Member States may decide to participate or drop out of the negotiations. If the number of Participating Member States would fall below nine, it would put an end to the legislative project.

In June 2016, the Participating Member States declared that they would continue their efforts in the second half of the year but since then the negotiating parties have not been successful in reaching an agreement.

Investors should consult their own professional advisors in relation to the FTT.

F.          Dividends and paying agents.

Not applicable.
G.          Statement by experts.

Not applicable.
H.          Documents on display.

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.euronav.com.  This web address is provided as an inactive textual reference only.  Information contained on our website does not constitute part of this annual report.
Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:
Euronav NV
De Gerlachekaai 20, 2000 Antwerpen
Belgium
Telephone: 011-32-3-247-4411

I.          Subsidiary Information

Not applicable.
123


ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured credit facilities.  Amounts borrowed under the credit facilities bear interest at a rate equal to LIBOR plus a margin.  Increasing interest rates could affect our future profitability.  In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.  A one percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 2016 by approximately $10.6 million ($11.3 million in 2015).
We are exposed to currency risk related to our operating expenses expressed in euros. In 2016, about 17.4% of the total operating expenses were incurred in euros (2015: 17.4%). Revenue and the financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2016 would have decreased our profit or loss by $10.0 million (2015: $9.6 million). A 10 percent weakening of the euro against the dollar at December 31, 2016 would have had the equal but opposite effect.
We are exposed to credit risk from our operating activities (primarily for trade receivables) and from our financing activities, including deposits with banks and financial institutions.  We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions.  The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on the rating agency, Standard & Poor's Financial Services LLC.
Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity.  Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows.  A significant part of our vessels are currently exposed to the spot market. Every increase (decrease) of $1,000 on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by $12.3 million in 2016 (2015: $13.0 million).
For further information, please see Note 18 to our consolidated financial statements included herein.
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.
PART II

ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15.
CONTROLS AND PROCEDURES
(a)          Disclosure of controls and procedures.

We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
124


(b)          Management's annual report on internal control over financial reporting.

In accordance with Rule 13a-15(f) of the Exchange Act, the management of the Company is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2016 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in 2013. Based on our assessment, management determined that the Company's internal controls over financial reporting were effective as of December 31, 2016 based on the criteria in Internal Control—Integrated Framework issued by COSO (2013).
(c)          Attestation report of the registered public accounting firm.

The attestation report of the registered public accounting firm is presented on page F-2 of the financial statements as filed as part of this annual report.
(d)          Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
In accordance with the rules of the NYSE, the exchange on which our ordinary shares are listed, we have appointed an audit committee, referred to as Audit and Risk Committee, whose members as of December 31, 2016 are Ms. Monsellato, as Chairman, Mr. Steen, Mr. Thomson and Mr. Bradshaw, and Ms. Monsellato has been determined to be a financial expert by our board of directors and independent, as that term is defined in the listing standards of the NYSE.
ITEM 16B.
CODE OF ETHICS
We have adopted a code of conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. A copy of our code of conduct has been filed as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2014 and is also available on our website at www.euronav.com.  We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.
Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:
Euronav NV
De Gerlachekaai 20, 2000 Antwerpen
Belgium
Telephone: 011-32-3-247-4411
125


ITEM 16C.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Our principal accountants for the years ended December 31, 2016 and 2015 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises Burg.  CVBA (KPMG). The following table sets forth the fees related to audit and other services provided by KPMG.
(in U.S. dollars)
  
December 31, 2016
    
December 31, 2015
  
Audit fees
    
966,733
      
653,484
  
Audit-related fees
    
28,559
      
150,607
  
Taxation fees
    
17,642
      
2,063
  
All other fees
    
-
      
-
  
Total
    
1,012,934
      
806,154
  

Audit Fees

Audit fees are fees billed for services that provide assurance on the fair presentation of financial statements and encompass the following specific elements:
·
An audit opinion on our consolidated financial statements and our internal controls over financial reporting;
·
An audit opinion on the statutory financial statements of individual companies within our consolidated group of companies, where legally required;
·
A review opinion on interim financial statements;
·
In general, any opinion assigned to the statutory auditor by local legislation or regulations.
Audit-Related Fees

Audit-related fees are fees for assurance or other work traditionally provided to us by external audit firms in their role as statutory auditors. These services usually result in a certification or specific opinion on an investigation or specific procedures applied, and include opinion/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters).
Tax Fees

Tax fees in 2016 and 2015 were related to other services.
ITEM 16D.
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
None.
126


ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
Period
  
Total Number of Shares Purchased
    
Average Price Paid per Share
    
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
    
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
  
January 2016
    
500,000
    
$
10.3705
      
−
      
−
  
June 2016
    
192,415
    
$
8.8588
      
−
      
−
  

ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 16G.
CORPORATE GOVERNANCE
Pursuant to an exception for foreign private issuers, we, as a Belgian company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards.  Set forth below is a list of those differences.
Independence of Directors.    The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Board of Directors currently consists of eight directors, six of which are considered "independent" according to NYSE's standards for independence. However, as permitted under Belgian law, our Board of Directors may in the future not consist of a majority of independent directors. 
Compensation Committee and Nominating/Corporate Governance Committee.    The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors. As permitted under Belgian law, our Remuneration Committee does not currently, and may not in the future, consist entirely of independent directors. Nevertheless, in accordance with Belgian corporate law, our Remuneration Committee must at all times maintain a majority of independent directors (in accordance with Belgian independence standards).
Audit Committee.    The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of three entirely independent directors. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent directors, but it must at all times have at least one independent director (in accordance with Belgian independence standards). Although we are not required to do so under Rule 10A-3 under the Exchange Act, our Audit and Risk Committee is currently comprised of four independent directors in accordance with the Exchange Act and NYSE rules, three of whom are independent according to Belgian independence standards.
Corporate Governance Guidelines.    The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Belgian law, but we have adopted a corporate governance charter in compliance with Belgian law requirements.
Information about our corporate governance practices may also be found on our website, http://www.euronav.com, in the section "Investors" under "Corporate Governance."
ITEM 16H.
MINE SAFETY DISCLOSURE
Not applicable.
PART III

ITEM 17.
FINANCIAL STATEMENTS
See "Item 18. Financial Statements."
ITEM 18.
FINANCIAL STATEMENTS
The financial statements, together with the report of KPMG Bedrijfsrevisoren—Réviseurs d'Entreprises Burg. CVBA (KPMG) thereon, are set forth on page F-2 and are filed as a part of this report.
127


ITEM 19.
EXHIBITS
Exhibit Number
Description
   
1.1
Coordinated Articles of Association (3)
   
2.1
Form of Ordinary Share Certificate (1)
   
4.1
Registration Rights Agreement, dated January 28, 2015(2)
   
4.2
Euronav NV Stock Option Plan, dated December 16, 2013 (1)
   
4.3
$500.0 Million Senior Secured Credit Facility, dated March 25, 2014 (1)
   
4.4
$50.0 Million FSO Guarantee Facility, dated July 24, 2009 (1)
   
4.5
Supplemental Letter to $50.0 Million FSO Guarantee Facility, dated September 23, 2010 (1)
   
4.6
$500.0 Million Secured Loan Facility (TI Africa and TI Asia), dated October 3, 2008 (1)
   
4.7
$135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated April 23, 2008 (1)
   
4.8
Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 29, 2012 (1)
   
4.9
Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 5, 2013 (1)
   
4.10
$76.0 Million Secured Loan Facility (Fiorano), dated October 23, 2008 (1)
   
4.11
$67.5 Million Secured Loan Facility (Larvotto), dated August 29, 2008 (1)
   
4.12
$340.0 Million Senior Secured Credit Facility, dated October 13, 2014 (1)
   
4.13
Long Term Incentive Plan, dated February 12, 2015 (2)
   
4.14
$750.0 Million Senior Secured Credit Facility, dated August 19, 2015 (3)
   
4.15
2016 Long Term Incentive Plan (3)
   
4.16
$409.5 Million Senior Secured Credit Facility, dated December 16, 2016.
   
4.17
$110.0 Million Revolving Credit Facility, dated January 30, 2017.
   
4.18
2017 Long Term Incentive Plan
   
4.19
Supplemental Agreement Relating to the $500.0 Million Senior Secured Credit Facility, dated March 30, 2016
   
4.20
Third Supplemental Agreement Relating to the $135.0 Million Secured Loan Facility (Fontvieille and Moneghetti), dated June 1, 2016
   
4.21
Supplemental Letter Relating to the $76.0 Million Secured Loan Facility (Fiorano), dated June 1, 2016
128

   
4.22
Supplemental Letter Relating to the $67.5 Million Secured Loan Facility (Larvotto), dated June 1, 2016
   
4.23
Supplemental Letter Relating to the $750.0 Million Secured Loan Facility, dated August 30, 2016
   
8.1
List of Subsidiaries
   
11.1
Code of Conduct (2)
   
12.1
Rule 13a-14(a)/15d-14(a) Certification of  Principal Executive Officer
   
12.2
Rule 13a-14(a)/15d-14(a) Certification of  Principal Financial Officer
   
13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
   
13.2
Certification of  Principal Financial Officer pursuant to 18 U.S.C. Section 1350
   
15.1
Consent of Drewry Shipping Consultants Ltd.
   
15.2
Consent of Energy Maritime Associates
   
15.3
Consent of Independent Registered Public Accounting Firm
   
15.4
Consent of Seward & Kissel LLP
   
15.5
Consent of Argo Law

_____________
(1)
Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-198625 and incorporated by reference herein.
(2)
Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.
(3)
Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated by reference herein.
129



SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
EURONAV NV
     
     
     
 
By:
 /s/ Hugo De Stoop
   
Name:  Hugo De Stoop
Title:    Chief Financial Officer
Date: April 14, 2017
    



EURONAV NV
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
 
 
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Statement of Financial Position as of December 31, 2016 and 2015
F-3
Consolidated Statement of Profit or Loss for the years ended December 31, 2016, 2015 and 2014
F-4
Consolidated Statement of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
F-5
Consolidated Statement of Changes in Equity for the years ended December 31, 2016, 2015 and 2014
F-6
Consolidated Statement of Cash Flows for the years ended December 31, 2016, 2015 and 2014 
F-8
Notes to the Consolidated Financial Statements
F-9

F-1
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Euronav NV
We have audited the accompanying consolidated statements of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited the Company's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Euronav NV's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Euronav NV and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, Euronav NV maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
KPMG Bedrijfsrevisoren – Réviseurs d'Entreprises Burg. CVBA

/s/ Götwin Jackers
Bedrijfsrevisor / Réviseur d'Entreprises

Brussels, BELGIUM
April 14, 2017
F-2
EURONAV NV
Consolidated Statement of Financial Position
(in thousands of USD)

   
December 31, 2016
    
December 31, 2015
  
ASSETS
            
             
Non-current assets
            
Vessels (Note 8)
    
2,383,163
      
2,288,036
  
Assets under construction (Note 8)
    
86,136
      
93,890
  
Other tangible assets (Note 8)
    
777
      
1,048
  
Prepayments (Note 8)
    
−
      
2
  
Intangible assets
    
156
      
238
  
Receivables (Note 10)
    
183,914
      
259,908
  
Investments in equity accounted investees (Note 25)
    
18,413
      
21,637
  
Deferred tax assets  (Note 9)
    
964
      
935
  
                 
Total non-current assets
    
2,673,523
      
2,665,694
  
                 
Current assets
                
Trade and other receivables  (Note 11)
    
166,342
      
219,080
  
Current tax assets
    
357
      
114
  
Cash and cash equivalents (Note 12)
    
206,689
      
131,663
  
Non-current assets held for sale (Note 3)
    
−
      
24,195
  
                 
Total current assets
    
373,388
      
375,052
  
                 
TOTAL ASSETS
    
3,046,911
      
3,040,746
  
                 
                 
EQUITY and LIABILITIES
                
                 
Equity
                
Share capital
    
173,046
      
173,046
  
Share premium
    
1,215,227
      
1,215,227
  
Translation reserve
    
120
      
(50
)
Treasury shares (Note 13)
    
(16,102
)
    
(12,283
)
Retained earnings
    
515,665
      
529,809
  
                 
Equity attributable to owners of the Company
    
1,887,956
      
1,905,749
  
                 
Non-current liabilities
                
Bank loans (Note 15)
    
966,443
      
952,426
  
Other payables (Note 17)
    
533
      
590
  
Employee benefits (Note 16)
    
2,846
      
2,038
  
Provisions
    
38
      
436
  
                 
Total non-current liabilities
    
969,860
      
955,490
  
                 
Current liabilities
                
Trade and other payables (Note 17)
    
69,859
      
79,078
  
Current tax liabilities
    
−
      
1
  
Bank loans (Note 15)
    
119,119
      
100,022
  
Provisions
    
117
      
406
  
                 
Total current liabilities
    
189,095
      
179,507
  
                 
TOTAL EQUITY and LIABILITIES
    
3,046,911
      
3,040,746
  
                 

The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.

F-3
EURONAV NV
Consolidated Statement of Profit or Loss
(in thousands of USD except per share amounts)


   
2016
    
2015
    
2014
  
   
Jan. 1 - Dec 31, 2016
    
Jan. 1 - Dec 31, 2015
    
Jan. 1 - Dec 31, 2014
  
Shipping income
                  
Revenue (Note 4)
    
684,265
      
846,507
      
473,985
  
Gains on disposal of vessels/other tangible assets (Note 8)
    
50,397
      
13,302
      
13,122
  
Other operating income
    
6,996
      
7,426
      
11,411
  
Total shipping income
    
741,658
      
867,235
      
498,518
  
                         
Operating expenses
                        
Voyage expenses and commissions (Note 5)
    
(59,560
)
    
(71,237
)
    
(118,303
)
Vessel operating expenses (Note 5)
    
(160,199
)
    
(153,718
)
    
(124,089
)
Charter hire expenses (Note 5)
    
(17,713
)
    
(25,849
)
    
(35,664
)
Loss on disposal of vessels/other tangible assets (Note 8)
    
(2
)
    
(8,002
)
    
−
  
Impairment on non-current assets held for sale (Note 3)
    
−
      
−
      
(7,416
)
Loss on disposal of investments in equity accounted investees (Note 24)
    
(24,150
)
    
−
      
−
  
Depreciation tangible assets (Note 8)
    
(227,664
)
    
(210,156
)
    
(160,934
)
Depreciation intangible assets
    
(99
)
    
(50
)
    
(20
)
General and administrative expenses (Note 5)
    
(44,051
)
    
(46,251
)
    
(40,565
)
Total operating expenses
    
(533,438
)
    
(515,263
)
    
(486,991
)
                         
RESULT FROM OPERATING ACTIVITIES
    
208,220
      
351,972
      
11,527
  
                         
Finance income (Note 6)
    
6,855
      
3,312
      
2,617
  
Finance expenses (Note 6)
    
(51,695
)
    
(50,942
)
    
(95,970
)
Net finance expenses
    
(44,840
)
    
(47,630
)
    
(93,353
)
                         
Share of profit (loss) of equity accounted investees (net of income tax) (Note 25)
    
40,495
      
51,592
      
30,286
  
                         
PROFIT (LOSS) BEFORE INCOME TAX
    
203,875
      
355,934
      
(51,540
)
                         
Income tax benefit (expense) (Note 7)
    
174
      
(5,633
)
    
5,743
  
                         
PROFIT (LOSS) FOR THE PERIOD
    
204,049
      
350,301
      
(45,797
)
                         
Attributable to:
                        
   Owners of the company
    
204,049
      
350,301
      
(45,797
)
                         
Basic earnings per share (Note 14)
    
1.29
      
2.25
      
(0.39
)
Diluted earnings per share (Note 14)
    
1.29
      
2.22
      
(0.39
)
                         
Weighted average number of shares (basic) (Note 14)
    
158,262,268
      
155,872,171
      
116,539,018
  
Weighted average number of shares (diluted) (Note 14)
    
158,429,057
      
157,529,562
      
116,539,018
  
                         


The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.
F-4
EURONAV NV
Consolidated Statement of Comprehensive Income
(in thousands of USD)

   
2016
    
2015
    
2014
  
   
Jan. 1 - Dec 31, 2016
    
Jan. 1 - Dec 31, 2015
    
Jan. 1 - Dec 31, 2014
  
                   
Profit/(loss) for the period
    
204,049
      
350,301
      
(45,797
)
                         
Other comprehensive income, net of tax
                        
Items that will never be reclassified to profit or loss:
                        
Remeasurements of the defined benefit liability (asset) (Note 16)
    
(646
)
    
(44
)
    
(393
)
                         
Items that are or may be reclassified to profit or loss:
                        
Foreign currency translation differences  (Note 6)
    
170
      
(429
)
    
(567
)
Cash flow hedges - effective portion of changes in fair value (Note 18)
    
−
      
−
      
1,291
  
Equity-accounted investees - share of other comprehensive income (Note 25)
    
1,224
      
1,610
      
2,106
  
                         
Other comprehensive income, net of tax
    
748
      
1,136
      
2,437
  
                         
Total comprehensive income for the period
    
204,797
      
351,437
      
(43,360
)
                         
Attributable to:
                        
   Owners of the company
    
204,797
      
351,437
      
(43,360
)
                         
                         

The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.
F-5

EURONAV NV
Consolidated Statement of Changes in Equity
(in thousands of USD)

 
Share capital
Share premium
Translation reserve
Hedging reserve
Treasury shares
Retained earnings
Capital and reserves
Other equity interest
Total equity
                   
Balance at January 1, 2014
58,937
365,574
946
(1,291)
(46,062)
422,886
800,990
−
800,990
                   
Profit (loss) for the period
−
−
−
−
−
(45,797)
(45,797)
−
(45,797)
Total other comprehensive income
−
−
(567)
1,291
−
1,713
2,437
−
2,437
Total comprehensive income
−
−
(567)
1,291
−
(44,084)
(43,360)
−
(43,360)
                   
Transactions with owners of the company
                  
Issue of ordinary shares (Note 13)
53,119
421,881
−
−
−
(12,694)
462,306
−
462,306
Issue and conversion convertible Notes (Note 13)
20,103
89,597
−
−
−
(7,422)
102,278
−
102,278
Issue and conversion perpetual convertible preferred equity (Note 13)
10,282
64,718
−
−
−
(3,500)
71,500
75,000
146,500
Equity-settled share-based payment (Note 22)
−
−
−
−
−
3,994
3,994
−
3,994
Total transactions with owners
83,504
576,196
−
−
−
(19,622)
640,078
75,000
715,078
                   
Balance at December 31, 2014
142,441
941,770
379
−
(46,062)
359,180
1,397,708
75,000
1,472,708
                   
                   
                   
Balance at January 1, 2015
142,441
941,770
379
−
(46,062)
359,180
1,397,708
75,000
1,472,708
                   
Profit (loss) for the period
−
−
−
−
−
350,301
350,301
−
350,301
Total other comprehensive income
−
−
(429)
−
−
1,565
1,136
−
1,136
Total comprehensive income
−
−
(429)
−
−
351,866
351,437
−
351,437
                   
Transactions with owners of the company
                  
Issue of ordinary shares (Note 13)
20,324
208,738
−
−
−
(19,357)
209,705
−
209,705
Conversion perpetual convertible preferred equity (Note 13)
10,281
64,719
−
−
−
−
75,000
(75,000)
−
Dividends to equity holders
−
−
−
−
−
(138,001)
(138,001)
−
(138,001)
Treasury shares sold (Note 13)
−
−
−
−
33,779
(25,516)
8,263
−
8,263
Equity-settled share-based payment (Note 22)
−
−
−
−
−
1,637
1,637
−
1,637
Total transactions with owners
30,605
273,457
−
−
33,779
(181,237)
156,604
(75,000)
81,604
                   
Balance at December 31, 2015
173,046
1,215,227
(50)
−
(12,283)
529,809
1,905,749
−
1,905,749
 
The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.

F-6
EURONAV NV
Consolidated Statement of Changes in Equity (Continued)
(in thousands of USD)

 
Share capital
Share premium
Translation reserve
Hedging reserve
Treasury shares
Retained earnings
Capital and reserves
Other equity interest
Total equity
                   
Balance at January 1, 2016
173,046
1,215,227
(50)
−
(12,283)
529,809
1,905,749
−
1,905,749
                   
Profit (loss) for the period
−
−
−
−
−
204,049
204,049
−
204,049
Total other comprehensive income
−
−
170
−
−
578
748
−
748
Total comprehensive income
−
−
170
−
−
204,627
204,797
−
204,797
                   
Transactions with owners of the company
−
−
−
−
−
−
−
−
−
Dividends to equity holders
−
−
−
−
−
(216,838)
(216,838)
−
(216,838)
Treasury shares acquired (Note 13)
−
−
−
−
(6,889)
−
(6,889)
−
(6,889)
Treasury shares sold (Note 13)
−
−
−
−
3,070
(2,339)
731
−
731
Equity-settled share-based payment (Note 22)
−
−
−
−
−
406
406
−
406
Total transactions with owners
−
−
−
−
(3,819)
(218,771)
(222,590)
−
(222,590)
                   
Balance at December 31, 2016
173,046
1,215,227
120
−
(16,102)
515,665
1,887,956
−
1,887,956
                   
                   
The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.
F-7
EURONAV NV
Consolidated Statement of Cash Flows
(in thousands of USD)
   
2016
    
2015
    
2014
  
   
Jan. 1 - Dec 31, 2016
    
Jan. 1 - Dec 31, 2015
    
Jan. 1 - Dec 31, 2014
  
Cash flows from operating activities
                  
Profit (loss) for the period
    
204,049
      
350,301
      
(45,797
)
                         
Adjustments for:
    
205,457
      
208,305
      
217,410
  
     Depreciation of tangible assets (Note 8)
    
227,664
      
210,156
      
160,934
  
     Depreciation of intangible assets
    
99
      
50
      
20
  
     Impairment on non-current assets held for sale (Note 3)
    
−
      
−
      
7,416
  
     Loss (gain) on disposal of investments in equity accounted investees (Note 24)
    
24,150
      
−
      
−
  
     Provisions
    
(603
)
    
91
      
840
  
     Tax (benefits)/expenses (Note 7)
    
(174
)
    
5,633
      
(5,743
)
     Share of profit of equity-accounted investees, net of tax (Note 25)
    
(40,495
)
    
(51,592
)
    
(30,286
)
     Net finance expense (Note 6)
    
44,839
      
47,630
      
93,353
  
     (Gain)/loss on disposal of assets (Note 8)
    
(50,395
)
    
(5,300
)
    
(13,118
)
     Equity-settled share-based payment transactions (Note 5)
    
406
      
1,637
      
3,994
  
     Amortization of deferred capital gain
    
(34
)
    
−
      
−
  
                         
Changes in working capital requirements
    
38,487
      
(57,692
)
    
(112,280
)
     Change in cash guarantees
    
107
      
1
      
(658
)
     Change in trade receivables (Note 11)
    
(755
)
    
12,330
      
(23,755
)
     Change in accrued income (Note 11)
    
21,049
      
(13,175
)
    
(8,577
)
     Change in deferred charges (Note 11)
    
239
      
11,090
      
(2,124
)
     Change in other receivables (Note 10-11)
    
35,905
      
(34,654
)
    
(64,299
)
     Change in trade payables (Note 17)
    
(6,817
)
    
1,190
      
(10,512
)
     Change in accrued payroll (Note 17)
    
(138
)
    
255
      
166
  
     Change in accrued expenses (Note 17)
    
(7,547
)
    
(1,649
)
    
9,581
  
     Change in deferred income (Note 17)
    
(3,591
)
    
6,612
      
(2,016
)
     Change in other payables (Note 17)
    
(226
)
    
(39,800
)
    
(10,171
)
     Change in provisions for employee benefits (Note 16)
    
261
      
108
      
85
  
                         
Income taxes paid during the period
    
(100
)
    
(109
)
    
67
  
Interest paid (Note 6-18)
    
(33,378
)
    
(50,810
)
    
(54,449
)
Interest received (Note 6-11)
    
209
      
262
      
421
  
Dividends received from equity-accounted investees (Note 25)
    
23,478
      
275
      
9,410
  
                         
Net cash from (used in) operating activities
    
438,202
      
450,532
      
14,782
  
                         
Acquisition of vessels (Note 8)
    
(342,502
)
    
(351,596
)
    
(1,053,939
)
Proceeds from the sale of vessels (Note 8)
    
223,016
      
112,890
      
123,609
  
Acquisition of other tangible assets and prepayments (Note 8)
    
(178
)
    
(8,289
)
    
(123,188
)
Acquisition of intangible assets
    
(18
)
    
(258
)
    
(19
)
Proceeds from the sale of other (in)tangible assets
    
38
      
95
      
22
  
Loans from (to) related parties (Note 25)
    
22,047
      
39,785
      
29,508
  
Proceeds from capital decreases in joint ventures (Note 25)
    
3,737
      
1,500
      
1,000
  
Acquisition of subsidiaries, net of cash acquired (Note 24)
    
(6,755
)
    
−
      
−
  
                         
Net cash from (used in) investing activities
    
(100,615
)
    
(205,873
)
    
(1,023,007
)
                         
Proceeds from issue of share capital (Note 13)
    
−
      
229,063
      
475,000
  
Transaction costs related to issue of share capital (Note 13)
    
−
      
(19,357
)
    
(12,694
)
Proceeds from issue of perpetual convertible preferred equity (Note 13)
    
−
      
−
      
150,000
  
Transaction costs related to issue perpetual convertible preferred equity (Note 13)
    
−
      
−
      
(3,500
)
(Purchase of) Proceeds from sale of treasury shares (Note 13)
    
(6,157
)
    
8,263
      
−
  
Proceeds from new borrowings (Note 15)
    
740,286
      
931,270
      
1,395,392
  
Repayment of borrowings (Note 15)
    
(774,015
)
    
(1,367,871
)
    
(799,891
)
Transaction costs related to issue of loans and borrowings (Note 15)
    
(4,436
)
    
(8,680
)
    
(15,284
)
Dividends paid
    
(216,838
)
    
(138,003
)
    
(2
)
                         
Net cash from (used in) financing activities
    
(261,160
)
    
(365,315
)
    
1,189,021
  
                         
                         
                         
Net increase (decrease) in cash and cash equivalents
    
76,427
      
(120,656
)
    
180,796
  
                         
Net cash and cash equivalents at the beginning of the period (Note 12)
    
131,663
      
254,086
      
74,309
  
Effect of changes in exchange rates
    
(1,401
)
    
(1,767
)
    
(1,019
)
                         
Net cash and cash equivalents at the end of the period (Note 12)
    
206,689
      
131,663
      
254,086
  

The accompanying notes on page F-9 to F-72 are an integral part of these consolidated financial statements.

F-8
EURONAV NV
Notes to the consolidated financial statements for the year ended 31 December 2016

Note 1 - Significant accounting policies
 
Note 2 - Segment reporting
 
Note 3 - Assets and liabilities held for sale and discontinued operations
 
Note 4 - Revenue
 
Note 5 - Expenses for shipping activities and other expenses from operating activities
 
Note 6 - Net finance expense
 
Note 7 - Income tax benefit (expense)
 
Note 8 - Property, plant and equipment
 
Note 9 - Deferred tax assets and liabilities
 
Note 10 - Non-current receivables
 
Note 11 - Trade and other receivables - current
 
Note 12 - Cash and cash equivalents
 
Note 13 - Equity
 
Note 14 - Earnings per share
 
Note 15 - Interest-bearing loans and borrowings
 
Note 16 - Employee benefits
 
Note 17 - Trade and other payables
 
Note 18 - Financial instruments - market and other risks
 
Note 19 - Operating leases
 
Note 20 - Provisions and contingencies
 
Note 21 - Related parties
 
Note 22 - Share-based payment arrangements
 
Note 23 - Group entities
 
Note 24 - Business combinations
 
Note 25 - Equity-accounted investees
 
Note 26 - Subsidiaries
 
Note 27 - Major exchange rates
 
Note 28 - Audit fees
 
Note 29 - Subsequent events

F-9
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies

1.
Reporting Entity

Euronav NV (the "Company") is a company domiciled in Belgium. The address of the Company's registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in associates and joint ventures.

Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, ("CMB"), formed in 1895, Compagnie Nationale de Navigation SA, ("CNN"), formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name "Euronav" in 1989 when it was initially formed as the international tanker subsidiary of CNN.
Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool (the "TI Pool") and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants, consisting of third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.

Time charters provide the Company with a fixed and stable cash flow for a known period of time. Time charters may help the Company mitigate, in part, their exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of their vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Company believes will enable them to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.

The Group currently deploys their two FSOs as floating storage units under service contracts with Maersk Oil, in the offshore services sector.

2.
Basis of preparation

(a)
Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

All accounting policies have been consistently applied for all periods presented in the consolidated financial statements, unless disclosed otherwise.

The consolidated financial statements were authorized for issue by the Board of Directors on April 14, 2017.

F-10
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 1 - Significant accounting policies (Continued)

(b)
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
·
Derivative financial instruments are measured at fair value

(c)
Functional and presentation currency
The consolidated financial statements are presented in USD, which is the Company's functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.

(d)
Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statement is included in the following note:

·
Note 8 – Impairment

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following note:

·
Note 8 – Impairment test: key assumptions underlying the recoverable amount

Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.
The valuation team regularly reviews significant unobservable inputs and valuations adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Group Audit Committee.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
·
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
·
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e.derived from prices).
·
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
F-11
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(e)
Changes in accounting policies
Except for the changes below, the accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2016 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2015. The Group has adopted the following new standards, interpretations and amendments to standards, including any consequential amendments to other standards, with a date of initial application of January 1, 2016:
·
Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities – Applying the Consolidation Exception
·
Amendments to IAS 1: Disclosure Initiative
·
Annual Improvements to IFRSs 2012-2014 cycle
·
Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization
·
Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations
The adoption of these standards, interpretations and amendments to standards did not have a material impact on the Group's consolidated financial statements.

(f)
Basis of Consolidation

(i)
Business Combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
For acquisitions on or after January 1, 2010, the Group measures goodwill at the acquisition date as:
·
the fair value of the consideration transferred; plus
 
·
the recognized amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
·
the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
·
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognized in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

(ii)
Non-controlling interests (NCI)
 
NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(iii)
Subsidiaries
 
Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the control commences until the date on which control ceases.
F-12
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

Note 1 - Significant accounting policies (Continued)
(iv)
Loss of control

On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(v)
Interests in equity-accounted investees
The Group's interests in equity-accounted investees comprise interest in associates and joint ventures.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income ("OCI") of equity-accounted investees, until the date on which significant influence or joint control ceases.
Interests in associates and joint ventures include any long-term interests that, in substance, form part of the Group's investment in those associates or joint ventures and include unsecured shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group's investment in those associates and joint ventures. The Group's share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group's interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the associates' or joint ventures' operations or has made payments on their behalf.

(vi)
Transactions eliminated on consolidation
 
Intragroup balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.  Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(g)
Foreign currency

(i)
Foreign currency transactions

Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date.  Foreign exchange differences arising on translation are recognized in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
(ii)
Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.

Foreign currency differences are recognized directly in equity (Translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.
F-13
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)
(h)
Financial Instruments

(i)
Non-derivative financial assets

The group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit and loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, loans and receivables, cash and cash equivalents, held-to-maturity financial assets and available-for-sale financial assets. The Company determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.
Financial assets at fair value through profit or loss

A financial asset is classified as at fair value through profit or loss if it is classified as held for trading or is designated as such on initial recognition. Financial assets are designated as at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's treasury policy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit or loss.
Assets in this category are classified as current assets if they are expected to be realized within 12 months of the balance sheet date.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.
They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position.

F-14
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Held-to-maturity financial assets

If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Held-to-maturity financial assets comprise debentures.
Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in OCI and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.
Available-for-sale financial assets comprise equity securities and debt securities.
They are included in non-current assets unless the Company intends to dispose of the investment within 12 months of the balance sheet date.

(ii)
Non-derivative financial liabilities

The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
Non-derivative financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.
Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.
Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(iii)
Share capital

Ordinary share capital

Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital

When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium.

(iv)
Derivative financial instruments

The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.

F-15
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)

On initial designation of the derivative as hedging instrument, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income.
Derivative financial instruments are recognized initially at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, all derivatives are remeasured to fair value, and changes therein are accounted for as follows:
Cash flow hedges
 
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in OCI and presented in the hedging reserve in equity.
The amount recognized in OCI is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of profit or loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognized. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.

Other non-trading derivatives
 
When a derivative financial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognized immediately in profit or loss.

(v)
Compound financial instruments

Compound financial instruments issued by the Group comprise Notes denominated in USD that can be converted to ordinary shares at the option of the holder, when the number of shares is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit and loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.

F-16
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)
(i)
Goodwill and intangible assets

(i)
Goodwill

Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, see accounting policy (f).
After initial recognition goodwill is measured at cost less accumulated impairment losses (refer to accounting policy (k)). In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity accounted investee as a whole.

(ii)
Intangible assets
 
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses (see accounting policy k).
The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.

(iii)
Subsequent expenditure
 
Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.

(iv)
Amortization
 
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:
Software:          3 - 5 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

 (j)
Vessels, property, plant and equipment

(i)
Owned assets

Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (refer to accounting policy (k)).
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following:

·
The cost of materials and direct labor;
·
Any other costs directly attributable to bringing the assets to a working condition for their intended use;
·
When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and
·
Capitalized borrowing costs.
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment (refer to accounting policy (j) viii).
Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss.
For the sale of vessels or other items of property, plant and equipment, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.

F-17
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
(ii)
Leased assets
 
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. Plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer accounting policy (k)). Lease payments are accounted for as described in accounting policy (q). Other leases are operating leases and are not recognized in the Group's statement of financial position.
(iii)
Investment property
 
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at cost less accumulated depreciation and impairment losses (refer to accounting policy (k)). As such, the accounting policies as described in note (j) Vessels, property, plant and equipment apply.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labor, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalized borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.

(iv)
Assets under construction
Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.

(v)
Subsequent expenditure
 
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.

(vi)
Borrowing costs
 
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.

(vii)
Depreciation
 
Depreciation is charged to the consolidated statement of profit or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.
Vessels and items of property, plant and equipment are depreciated from the date that they are available for use. Internally constructed assets are depreciated from the date that the assets are completed and ready for use.
The estimated useful lives of significant items of property, plant and equipment are as follows:

·
tankers
  
20 years
  
·
FSO/FpSO/FPSO
  
25 years
  
·
buildings
  
33 years
  
·
plant and equipment
  
5 - 20 years
  
·
fixtures and fittings
  
5 - 10 years
  
·
other tangible assets
  
3 - 20 years
  
·
dry-docking
  
3 - 5 years
  
F-18
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)

Vessels are estimated to have a zero residual value.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(viii)
Dry-docking – component approach
 
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in dry-dock. After each dry-dock, all the components installed (as replacements or as additional components) during the dry-dock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the components will be amortized over their estimated useful life (3-5 years).

(k)
Impairment

(i)
Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired.
A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security a significant or prolonged decline in the fair value of the security below its cost is objective evidence of impairment.

Financial assets measured at amortized cost
 
The Group considers evidence of impairment for financial assets measured at amortized cost (loans and receivables and held-to-maturity financial assets) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables or held-to maturity financial assets. Interest on the impaired asset continues to be recognized. When an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Available-for-sale financial assets
 
Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in cumulative impairment losses attributable to the application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in OCI.
F-19
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Equity-accounted investees
 
An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognized in profit or loss, and is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.
(ii)
Non-financial assets
 
The carrying amounts of the Group's non-financial assets, other than deferred tax assets (refer to accounting policy (s)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
Goodwill and indefinite-lived intangible assets are tested annually for impairment. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount.
The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based on current market conditions, historical trends as well as future expectations. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss recognized for goodwill shall not be reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(l)
Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group's accounting policies. Thereafter generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.

F-20
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)
(m)
Employee benefits

(i)
Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the services are discounted to their present value.
(ii)
Defined benefit plans
 
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return of plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit and loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined plan when the settlement occurs
(iii)
Other long term employee benefits

The Group's net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit rated bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the currency in which the benefits are expected to be paid. Remeasurements are recognized in profit or loss in the period in which they arise.

(iv)
Termination benefits
 
Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

(v)
Short-term employee benefit

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
F-21
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)
(vi)
Share-based payment transactions
 
The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

The fair value of the amount payable to beneficiaries in respect of "phantom stock unit" grants, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the beneficiaries become unconditionally entitled to payment. The amount is remeasured at each reporting date and at settlement based on the fair value of the phantom stock units. Any changes in the liability are recognized in profit or loss.

(n)
Provisions
A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
Restructuring
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
(o)
Revenue

(i)
Pool Revenues

Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment ("COA") within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregate time charter revenues to determine aggregate pool Time Charter Equivalent revenue ("TCE"). Aggregate pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel's earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.
(ii)
Time - and Bareboat charters

Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed
The Group does not recognize time charter revenues during periods that vessels are offhire.
(iii)
Spot voyages

Within the shipping industry, there are two methods used to account for voyage revenues: ratably over the estimated length of each voyage and completed voyage.

F-22
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)

The recognition of voyage revenues ratably on a daily basis over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues and the method used by the Group and the pools in which we participate. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. Euronav does not begin recognizing voyage revenue until a charter has been agreed to by both the Group and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.

No revenue is recognized if there are significant uncertainties regarding recovery of the consideration due and associated costs.

(p)
Gain and losses on disposal of vessels

In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of risks and awards usually occurs upon delivery of the vessel to the new owner.

(q)
Leases

Lease payments

Payments made under operating leases are recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.

(r)
Finance income and finance cost

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividends on redeemable preference shares, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy (h)).
Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend is declared.
The interest expense component of finance lease payments is recognized in the consolidated statement of profit or loss using the effective interest rate method.

(s)
Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

F-23
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)

Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognized for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax recognized, is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.  Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
In application of an IFRIC agenda decision on IAS 12 Income taxes, tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the income statement but is shown as an administrative expense under the heading Other operating expenses.

(t)
Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The Group distinguishes two segments: the operation of crude oil tankers in the international markets and the floating storage and offloading operations (FSO/FpSO). The Group's internal organizational and management structure does not distinguish any geographical segments.

(u)
Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss is represented as if the operation had been discontinued from the start of the comparative period.

(v)
New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2016, and have not been applied in preparing these consolidated financial statements:

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate,  IFRIC 18 Transfers of Assets from Customers and SIC 31 Barter Transactions Involving Advertising Services. IFRS 15 is effective for the annual reports beginning on or after 1 January 2018, with early adoption permitted.

The standard establishes a five-step model that will apply to revenue earned from a contract with a customer. The standard's requirements will also apply to the sale of some non-financial assets that are not part of the entity's ordinary activities (e.g., sales of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgments and estimates.
F-24
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 1 - Significant accounting policies (Continued)
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Group currently anticipates adopting the standard using the cumulative catch-up transition method. The new standard will be effective for us beginning January 1, 2018.

The Group is undertaking a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements.

Part of the Group's revenue is generated from time charters, where revenue is recognized on an accrual basis and is recorded over the term of the charter as the service is provided. We do not believe the new guidance will have any impact on this aspect of the Group's revenue. For spot charters, we recognize revenue on a discharge-to-discharge basis in determining the percentage of completion for all voyage charters. We are in the process of assessing whether and to which extent the new guidance will have an impact on this aspect of the Group's revenue.

The Group is consulting with other shipping companies on business assumptions, processes, systems and controls to fully determine revenue recognition and disclosure under the new standard. The Group's initial assessment may change as the Company continues to review the new guidance.

IFRS 16 Leases published on 13 January 2016 makes a distinction between a service contract and a lease based on whether the contract conveys the right to control the use of an identified asset and introduces a single, on-balance lease sheet accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for short-term leases and leases of low value items. Lessor accounting remains similar to the current standard – (lessors continue to classify leases as finance or operating leases). For lessors, there is little change to the existing accounting in IAS 17 Leases.

IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of initial application of IFRS 16. No quantitative or qualitative assessment of the impact of IFRS 16 has been made to date, but the Group expects that the most significant impact will be that the Group will recognize new assets and liabilities for its operating leases as lessee. In addition, the nature and recognition of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. Reference is made to note 19 which includes the Group's minimum lease commitments under operating leases as lessee as at 31 December 2016.

IFRS 9 Financial Instruments published in July 2014 replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements, which align hedge accounting more closely with risk management. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group does not plan to early adopt this standard. The Group is undertaking a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements

The disclosure initiative (Amendments to IAS 7) requires disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. The amendments are effective for annual periods beginning on or after 1 January 2017, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

F-25
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 1 - Significant accounting policies (Continued)
Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12) clarifies the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value. Further, the amendments provide guidance on estimating probable future taxable profits when assessing the recognition of deferred tax assets when there are insufficient taxable temporary differences relating to the same taxation authority and the same taxable entity. The amendments are effective for annual periods beginning on or after 1 January 2017, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) issued on 20 June 2016 covers three accounting areas: the measurement of cash-settled share-based payments; the classification of share-based payments settled net of tax withholdings; and the accounting for a modification of a share-based payment from cash-settled to equity-settled. The amendments are effective for annual periods commencing on or after 1 January 2018. As a practical simplification, the amendments can be applied prospectively so that prior periods do not have to be restated. Retrospective, or early, application is permitted if companies have the required information. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

Transfers of property assets to/from, investment property (Amendments to IAS 40) issued on 8 December 2016, clarifies that a property asset is transferred to, or from, investment property when and only when there is an actual change in use. A change in management intention alone does not support a transfer. The amendments are effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.

IFRIC 22 Foreign currency transactions and Advance consideration issued on 8 December 2016, clarifies the transaction date to be used to determine the exchange rate for translating foreign currency transactions involving an advance payment or receipt. The interpretation is effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted. The amendments are not expected to have a material impact on the Group's consolidated financial statements.
Annual improvements to IFRSs 2014-2016 Cycle, issued on 8 December 2016, cover the following minor amendments:
- IFRS 1 First-time Adoption of IFRS: Outdated exemptions for first-time adopters of IFRS are removed (effective for annual periods beginning on or after 1 January 2018);
- IFRS 12 Disclosure of Interests in Other Entities: Also applies to interests that are classified as held for sale or distribution (effective for annual periods beginning on or after 1 January 2017) and
- IAS 28 Investments in Associates and Joint Ventures: A venture capital organization, or other qualifying entity, may elect to measure its investments in an associate or joint venture at fair value (effective for annual periods beginning on or after 1 January 2018, with earlier adoption permitted).

The amendments are not expected to have a material impact on the Group's consolidated financial statements.
 
Note 2 - Segment reporting

The Group distinguishes two operating segments: the operation of crude oil tankers in the international markets (the Tankers Segment) and the floating production, storage and offloading operations (the FSO/FpSO Segment). These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a big extent standardized. The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.

The Group has two clients in the Tankers segment that represented 10% each of the Tankers segment total revenue in 2016 (2015 and 2014: one client which represented 11%). All the other clients represent less than 10% of total revenues of the Tankers segment.

The Group did not identify any relevant geographic areas.


F-26
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 2 - Segment reporting (Continued)
Consolidated statement of financial position

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
                                                 
ASSETS
  
Tankers
    
FSO
    
Less: Equity-accounted investees
    
Total
    
Tankers
    
FSO
    
Less: Equity-accounted investees
    
Total
  
                                                 
Vessels
    
2,383,163
      
186,170
      
(186,170
)
    
2,383,163
      
2,448,192
      
204,241
      
(364,397
)
    
2,288,036
  
Assets under construction
    
86,136
      
−
      
−
      
86,136
      
93,890
      
−
      
−
      
93,890
  
Other tangible assets
    
777
      
−
      
−
      
777
      
1,048
      
−
      
−
      
1,048
  
Prepayments
    
−
      
−
      
−
      
−
      
2
      
−
      
−
      
2
  
Intangible assets
    
156
      
−
      
−
      
156
      
238
      
−
      
−
      
238
  
Receivables
    
204,079
      
9,414
      
(29,579
)
    
183,914
      
222,692
      
7,371
      
29,845
      
259,908
  
Investments in equity accounted investees
    
1,546
      
−
      
16,867
      
18,413
      
1,211
      
−
      
20,426
      
21,637
  
Deferred tax assets
    
964
      
−
      
−
      
964
      
935
      
182
      
(182
)
    
935
  
                                                                 
Total non-current assets
    
2,676,821
      
195,584
      
(198,882
)
    
2,673,523
      
2,768,208
      
211,794
      
(314,308
)
    
2,665,694
  
                                                                 
Total current assets
    
375,037
      
43,048
      
(44,697
)
    
373,388
      
389,368
      
26,944
      
(41,260
)
    
375,052
  
                                                                 
TOTAL ASSETS
    
3,051,858
      
238,632
      
(243,579
)
    
3,046,911
      
3,157,576
      
238,738
      
(355,568
)
    
3,040,746
  
                                                                 
                                                                 
EQUITY and LIABILITIES
                                                                
                                                                 
Total equity
    
1,892,836
      
(4,879
)
    
(1
)
    
1,887,956
      
1,946,288
      
(40,540
)
    
1
      
1,905,749
  
                                                                 
Bank and other loans
    
966,443
      
203,512
      
(203,512
)
    
966,443
      
1,018,013
      
259,684
      
(325,271
)
    
952,426
  
Convertible and other Notes
    
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Other payables
    
533
      
1,118
      
(1,118
)
    
533
      
590
      
3,600
      
(3,600
)
    
590
  
Deferred tax liabilities
    
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Employee benefits
    
2,846
      
−
      
−
      
2,846
      
2,038
      
−
      
−
      
2,038
  
Amounts due to equity-accounted joint ventures
    
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Provisions
    
38
      
−
      
−
      
38
      
436
      
−
      
−
      
436
  
                                                                 
Total non-current liabilities
    
969,860
      
204,630
      
(204,630
)
    
969,860
      
1,021,077
      
263,284
      
(328,871
)
    
955,490
  
                                                                 
Total current liabilities
    
189,162
      
38,881
      
(38,948
)
    
189,095
      
190,211
      
15,994
      
(26,698
)
    
179,507
  
                                                                 
TOTAL EQUITY and LIABILITIES
    
3,051,858
      
238,632
      
(243,579
)
    
3,046,911
      
3,157,576
      
238,738
      
(355,568
)
    
3,040,746
  


F-27
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 2 - Segment reporting (Continued)
Consolidated statement of profit or loss
(in thousands of USD)
  
2016
  
2015
  
2014
                               
   
Tankers
FSO
Less: Equity-accounted investees
Total
  
Tankers
FSO
Less: Equity-accounted investees
Total
  
Tankers
FSO
Less: Equity-accounted investees
Total
Shipping income
                              
Revenue
  
704,766
65,125
(85,626)
684,265
  
898,495
64,504
(116,492)
846,507
  
510,973
64,178
(101,166)
473,985
Gains on disposal of vessels/other tangible assets
  
50,397
−
−
50,397
  
13,302
−
−
13,302
  
15,315
−
(2,193)
13,122
Other operating income
  
6,765
327
(96)
6,996
  
6,798
808
(180)
7,426
  
11,685
323
(597)
11,411
Total shipping income
  
761,928
65,452
(85,722)
741,658
  
918,595
65,312
(116,672)
867,235
  
537,973
64,501
(103,956)
498,518
                               
Operating expenses
                              
Voyage expenses and commissions
  
(63,305)
(476)
4,221
(59,560)
  
(83,896)
(473)
13,132
(71,237)
  
(136,135)
(471)
18,303
(118,303)
Vessel operating expenses
  
(164,478)
(9,679)
13,958
(160,199)
  
(160,894)
(10,074)
17,250
(153,718)
  
(131,676)
(11,636)
19,223
(124,089)
Charter hire expenses
  
(17,713)
−
−
(17,713)
  
(25,849)
−
−
(25,849)
  
(35,664)
−
−
(35,664)
Losses on disposal of vessels/other tangible assets
  
(1)
−
(1)
(2)
  
(8,002)
−
−
(8,002)
  
−
−
−
−
Impairment on non-current assets held for sale
  
−
−
−
−
  
−
−
−
−
  
(7,416)
−
−
(7,416)
Loss on disposal of investments in equity accounted investees
  
(24,150)
−
−
(24,150)
  
−
−
−
−
  
−
−
−
−
Depreciation tangible assets
  
(233,368)
(18,071)
23,775
(227,664)
  
(221,399)
(18,071)
29,314
(210,156)
  
(171,920)
(18,071)
29,057
(160,934)
Depreciation intangible assets
  
(99)
−
−
(99)
  
(50)
−
−
(50)
  
(20)
−
−
(20)
General and administrative expenses
  
(44,152)
(80)
181
(44,051)
  
(46,433)
(283)
465
(46,251)
  
(40,735)
(184)
354
(40,565)
Total operating expenses
  
(547,266)
(28,306)
42,134
(533,438)
  
(546,523)
(28,901)
60,161
(515,263)
  
(523,566)
(30,362)
66,937
(486,991)
                               
RESULT FROM OPERATING ACTIVITIES
  
214,662
37,146
(43,588)
208,220
  
372,072
36,411
(56,511)
351,972
  
14,407
34,139
(37,019)
11,527
                               
Finance income
  
6,864
57
(66)
6,855
  
3,313
22
(23)
3,312
  
2,625
28
(36)
2,617
Finance expenses
  
(52,420)
(2,552)
3,277
(51,695)
  
(52,590)
(3,663)
5,311
(50,942)
  
(98,642)
(4,714)
7,386
(95,970)
Net finance expenses
  
(45,556)
(2,495)
3,211
(44,840)
  
(49,277)
(3,641)
5,288
(47,630)
  
(96,017)
(4,686)
7,350
(93,353)
                               
Share of profit (loss) of equity accounted investees (net of income tax)
  
334
−
40,161
40,495
  
185
−
51,407
51,592
  
617
−
29,669
30,286
                               
Profit (loss) before income tax
  
169,440
34,651
(216)
203,875
  
322,980
32,770
184
355,934
  
(80,993)
29,453
−
(51,540)
                               
Income tax expense
  
174
(216)
216
174
  
(5,633)
184
(184)
(5,633)
  
5,743
−
−
5,743
                               
Profit (loss) for the period
  
169,614
34,435
−
204,049
  
317,347
32,954
−
350,301
  
(75,250)
29,453
−
(45,797)
                               
Attributable to:
                              
   Owners of the company
  
169,614
34,435
−
204,049
  
317,347
32,954
−
350,301
  
(75,250)
29,453
−
(45,797)

F-28
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016




Note 2 - Segment reporting (Continued)

Condensed consolidated statement of cash flows

(in thousands of USD)
  
2016
    
2015
    
2014
  
                                                                         
   
Tankers
    
FSO
    
Less: Equity-accounted investees
    
Total
    
Tankers
    
FSO
    
Less: Equity-accounted investees
    
Total
    
Tankers
    
FSO
    
Less: Equity-accounted investees
    
Total
  
                                                                         
Net cash from operating activities
    
427,926
      
49,013
      
(38,737
)
    
438,202
      
505,821
      
58,747
      
(114,036
)
    
450,532
      
19,978
      
40,013
      
(45,209
)
    
14,782
  
Net cash from (used in) investing activities
    
(90,891
)
    
−
      
(9,724
)
    
(100,615
)
    
(248,770
)
    
−
      
42,897
      
(205,873
)
    
(1,007,928
)
    
−
      
(15,079
)
    
(1,023,007
)
Net cash from (used in) financing activities
    
(264,714
)
    
(32,929
)
    
36,483
      
(261,160
)
    
(350,429
)
    
(20,557
)
    
5,671
      
(365,315
)
    
1,168,516
      
(55,552
)
    
76,057
      
1,189,021
  
     
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Capital expenditure
    
(342,698
)
    
−
      
−
      
(342,698
)
    
(361,754
)
    
−
      
1,611
      
(360,143
)
    
(1,178,051
)
    
−
      
905
      
(1,177,146
)
Impairment losses
    
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Impairment losses reversed
    
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
      
−
  

Note 3 - Assets and liabilities held for sale and discontinued operations

Assets held for sale
The assets held for sale can be detailed as follows:

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Vessels
    
−
      
24,195
      
89,000
  
Of which in Tankers segment
    
−
      
24,195
      
89,000
  
Of which in FSO segment
    
−
      
−
      
−
  

(in thousands of USD)
  
(Estimated) Sale price
    
Book Value
    
Asset Held For Sale
    
(Expected) Gain
    
(Expected) Loss
  
                               
At January 1, 2014
    
−
      
−
      
21,510
      
−
      
−
  
                                         
Assets transferred to assets held for sale
                                        
Olympia
    
89,000
      
91,560
      
89,000
      
−
      
(2,560
)
Antarctica
    
89,000
      
93,856
      
89,000
      
−
      
(4,856
)
                                         
Assets sold from assets held for sale
                                        
Luxembourg
    
27,900
      
21,510
      
(21,510
)
    
6,390
      
−
  
Olympia
    
91,380
      
89,000
      
(89,000
)
    
2,380
      
−
  
                                         
At December 31, 2014
    
−
      
−
      
89,000
      
8,770
      
(7,416
)
                                         
At January 1, 2015
    
−
      
−
      
89,000
      
−
      
−
  
                                         
Assets transferred to assets held for sale
                                        
Famenne
    
38,016
      
24,195
      
24,195
      
13,821
      
−
  
                                         
Assets sold from assets held for sale
                                        
Antarctica
    
91,065
      
89,000
      
(89,000
)
    
2,065
      
−
  
                                         
At December 31, 2015
    
−
      
−
      
24,195
      
15,886
      
−
  
                                         
                                         
At January 1, 2016
    
−
      
−
      
24,195
      
−
      
−
  
                                         
Assets sold from assets held for sale
                                        
Famenne
    
38,016
      
24,195
      
(24,195
)
    
13,821
      
−
  
                                         
At December 31, 2016
    
−
      
−
      
−
      
13,821
      
−
  
                                         

F-29
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


On January 15, 2016, the Company sold the VLCC Famenne (2001 - 298,412 dwt), for USD 38.4 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2015, and had a carrying value of USD 24.2 million as of the prior year-end. The vessel was delivered to its new owner on March 9, 2016. Taking into account USD 0.4 million of costs to sell (sales commissions), the gain on the sale of this vessel amounted to USD 13.8 million. This gain has been recorded upon delivery of the vessel and is therefore reflected in the consolidated statement of profit or loss for the twelve months ended December 31, 2016.

Discontinued operations
As per December 31, 2016, December 31, 2015 and per December 31, 2014 the Group had no operations that meet the criteria of a discontinued operation.

Note 4 - Revenue

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Pool Revenue
    
340,217
      
455,617
      
149,624
  
Spot Voyages
    
203,821
      
264,799
      
192,243
  
Time Charters (Note 19)
    
140,227
      
126,091
      
132,118
  
Total revenue
    
684,265
      
846,507
      
473,985
  


For the accounting treatment of revenue, we refer to the accounting policies (o) - Revenue.
The decrease in revenue is mostly related to the decrease in pool and spot voyage revenue which is due to lower freight market conditions. This decrease was partially offset by higher revenue from time charters due to an increase in the fleet size.
Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Voyage related expense
    
(52,836
)
    
(62,787
)
    
(111,238
)
Commissions paid
    
(6,724
)
    
(8,450
)
    
(7,065
)
Total voyage expenses and commissions
    
(59,560
)
    
(71,237
)
    
(118,303
)

The majority of voyage expenses are bunkers, port costs and agent fees paid to operate the vessels on the spot market. These expenses decreased in 2016 compared to 2015 because a higher number of vessels were on time charter contract in 2016. For vessels under a time charter contract, voyage expenses are paid by the charterer and for vessels operated in a Pool, voyage expenses are paid by the Pool.

Vessel operating expenses
(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Operating expenses
    
(148,554
)
    
(142,035
)
    
(112,834
)
Insurance
    
(11,645
)
    
(11,683
)
    
(11,255
)
Total vessel operating expenses
    
(160,199
)
    
(153,718
)
    
(124,089
)

The operating expenses relate mainly to the crewing, technical and other costs to operate tankers. In 2016 these expenses increased compared to 2015, which is mainly related to a higher number of vessels operated by the Group following the delivery of the vessels acquired in 2015 and 2016.

Charter hire expenses
(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Charter hire (Note 19)
    
(16,921
)
    
(25,849
)
    
(32,080
)
Bare boat hire (Note 19)
    
(792
)
    
−
      
(3,584
)
Total charter hire expenses
    
(17,713
)
    
(25,849
)
    
(35,664
)

The decrease in charter hire is mainly due to the redelivery of the two chartered-in vessels, the VLCC KHK Vision and the Suezmax Suez Hans, to their owners on October 27, 2016 and November 27, 2016 respectively.
The bareboat charter-hire expenses in 2016 are entirely attributable to the sale and leaseback agreement of four VLCCs (Nautilus, Navarin, Neptun and Nucleus), under a five year bareboat contract.

F-30
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 5 - Expenses for shipping activities and other expenses from operating activities (Continued)
General and administrative expenses
(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Wages and salaries
    
(12,754
)
    
(12,554
)
    
(10,840
)
Social security costs
    
(2,532
)
    
(2,379
)
    
(2,495
)
Provision for employee benefits (Note 16)
    
(261
)
    
(108
)
    
(85
)
Equity-settled share-based payments (Note 22)
    
(406
)
    
(1,637
)
    
(3,994
)
Other employee benefits
    
(3,178
)
    
(3,715
)
    
(3,075
)
Employee benefits
    
(19,131
)
    
(20,392
)
    
(20,489
)
                         
Administrative expenses
    
(25,510
)
    
(25,749
)
    
(19,228
)
Claims
    
(13
)
    
(19
)
    
(8
)
Provisions
    
603
      
(91
)
    
(840
)
                         
Total general and administrative expenses
    
(44,051
)
    
(46,251
)
    
(40,565
)
     
−
      
−
      
−
  
                         
Average number of full time equivalents (shore staff)
    
139.44
      
132.20
      
113.32
  


The general and administrative expenses which include amongst others: shore staff wages, director fees, office rental, consulting and audit fees and Tonnage Tax, decreased in 2016 compared to 2015. This decrease was mainly due to a decrease in equity-settled share based payments, a decrease in director fees and a decrease in administrative expenses relating to the TI Pool.

On the other hand, consulting, audit and other fees increased due to the implementation and audit of an enhanced framework of internal controls. Mortgages and registration fees increased due to the sale of certain vessels between Group companies in the course of 2016.

Note 6 - Net finance expense
Recognized in profit or loss
(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Interest income
    
217
      
208
      
487
  
Foreign exchange gains
    
6,638
      
3,103
      
2,131
  
Finance income
    
6,855
      
3,312
      
2,617
  
                         
                         
Interest expense on financial liabilities measured at amortized cost
    
(39,007
)
    
(38,246
)
    
(57,948
)
Fair value adjustment on interest rate swaps
    
−
      
−
      
−
  
Amortization other Notes
    
−
      
(4,127
)
    
(31,878
)
Other financial charges
    
(4,577
)
    
(4,355
)
    
(3,829
)
Foreign exchange losses
    
(8,111
)
    
(4,214
)
    
(2,315
)
Finance expense
    
(51,695
)
    
(50,942
)
    
(95,970
)
                         
Net finance expense recognized in profit or loss
    
(44,840
)
    
(47,630
)
    
(93,353
)

Net finance expenses decreased slightly in 2016 compared to 2015, which is primarily related to the amortization other Notes which amounted zero in 2016 due to the repayment of the USD 235.5 million bond in the first quarter of 2015. As the bond was issued below par and in accordance with IFRS, the Group amortized USD 4.1 million in the first quarter of 2015. Further, the Group incurred lower interest expenses in 2016 compared to 2015 following the redemption in 2015 of convertible Notes and bonds as discussed in Note 15. On the other hand, the Group recognized USD 5.5 million of unamortized transaction costs in the consolidated statement of profit or loss upon the refinancing in 2016 of the March 25, 2014 senior secured credit facility, as discussed in Note 15.
F-31
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


The above finance income and expenses include the following in respect of assets (liabilities) not at fair value through profit or loss:

   
2016
    
2015
    
2014
  
                   
Total interest income on financial assets
    
217
      
208
      
487
  
Total interest expense on financial liabilities
    
(39,007
)
    
(42,372
)
    
(89,826
)
Total other financial charges
    
(4,577
)
    
(4,355
)
    
(3,829
)

Recognized directly in equity

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Foreign currency translation differences for foreign operations
    
170
      
(429
)
    
(567
)
Cash flow hedges - effective portion of changes in fair value
    
−
      
−
      
1,291
  
Cash flow hedges - reclassified to profit or loss
    
−
      
−
      
−
  
Net finance expense recognized directly in equity
    
170
      
(429
)
    
724
  
Attributable to:
    
−
      
−
      
−
  
Owners of the Company
    
170
      
(429
)
    
724
  
Net finance expense recognized directly in equity
    
170
      
(429
)
    
724
  
Recognized in:
    
−
      
−
      
−
  
Translation reserve
    
170
      
(429
)
    
(567
)
Hedging reserve
    
−
      
−
      
1,291
  
 
 
 
F-32
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

Note 7 - Income tax benefit (expense)

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Current tax
                  
Current period
    
60
      
(98
)
    
(9
)
Total current tax
    
60
      
(98
)
    
(9
)
                         
Deferred tax
                        
Recognition of unused tax losses/(use of tax losses)
    
220
      
(5,450
)
    
5,507
  
Other
    
(106
)
    
(85
)
    
245
  
Total deferred tax
    
114
      
(5,535
)
    
5,752
  
                         
Total tax benefit/(expense)
    
174
      
(5,633
)
    
5,743
  
                                     
                                     
Reconciliation of effective tax
  
2016
    
2015
    
2014
  
                         
Profit (loss) before tax
          
203,875
            
355,934
            
(51,540
)
                                           
Tax at domestic rate
    
(33.99
)%
    
(69,297
)
    
(33.99
)%
    
(120,982
)
    
(33.99
)%
    
17,518
  
Effects on tax of :
                                                
Tax exempt profit / loss
            
(8,090
)
            
(144
)
            
3,039
  
Tax adjustments for previous years
            
70
              
17
              
−
  
Loss for which no DTA (*) has been recognized
            
−
              
(4,811
)
            
(17,926
)
Use of previously unrecognized tax losses
            
1,118
              
15,668
              
−
  
Non-deductible expenses
            
(1,718
)
            
(5,225
)
            
(193
)
Tonnage Tax regime
            
64,637
              
91,334
              
(6,590
)
Effect of share of profit of equity-accounted investees
            
13,761
              
17,536
              
10,294
  
Effects of tax regimes in foreign jurisdictions
            
(307
)
            
974
              
(400
)
Total taxes
    
0.09
%
    
174
      
(1.58
)%
    
(5,633
)
    
(11.14
)%
    
5,743
  
In application of an IFRIC agenda decision on 'IAS 12 Income taxes', tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the consolidated statement of profit or loss but has been shown as an administrative expense under the heading General and administrative expenses (see Note 5).

* Deferred Tax Asset
F-33
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 8 - Property, plant and equipment

(in thousands of USD)
  
Vessels
    
Vessels under construction
    
Other tangible assets
    
Prepayments
    
Total PPE
  
At January 1, 2014
                              
Cost
    
2,424,978
      
−
      
2,487
      
10,000
      
2,437,465
  
Depreciation & impairment losses
    
(990,178
)
    
−
      
(1,854
)
    
−
      
(992,032
)
Net carrying amount
    
1,434,800
      
−
      
633
      
10,000
      
1,445,433
  
                                         
Acquisitions
    
1,053,939
      
−
      
987
      
122,201
      
1,177,127
  
Disposals and cancellations
    
−
      
−
      
(2
)
    
−
      
(2
)
Depreciation charges
    
(160,590
)
    
−
      
(344
)
    
−
      
(160,934
)
Transfer to assets held for sale
    
(185,415
)
    
−
      
−
      
−
      
(185,415
)
Transfers
    
115,600
      
−
      
−
      
(115,600
)
    
−
  
Translation differences
    
−
      
−
      
(48
)
    
−
      
(48
)
Balance at December 31, 2014
    
2,258,334
      
−
      
1,226
      
16,601
      
2,276,161
  
                                         
                                         
At January 1, 2015
                                        
Cost
    
3,342,607
      
−
      
2,997
      
16,601
      
3,362,205
  
Depreciation & impairment losses
    
(1,084,273
)
    
−
      
(1,771
)
    
−
      
(1,086,044
)
Net carrying amount
    
2,258,334
      
−
      
1,226
      
16,601
      
2,276,161
  
                                         
Acquisitions
    
257,706
      
93,890
      
288
      
8,001
      
359,885
  
Disposals and cancellations
    
(10,681
)
    
−
      
(3
)
    
(8,000
)
    
(18,684
)
Depreciation charges
    
(209,728
)
    
−
      
(428
)
    
−
      
(210,156
)
Transfer to assets held for sale
    
(24,195
)
    
−
      
−
      
−
      
(24,195
)
Transfers
    
16,600
      
−
      
−
      
(16,600
)
    
−
  
Translation differences
    
−
      
−
      
(35
)
    
−
      
(35
)
Balance at December 31, 2015
    
2,288,036
      
93,890
      
1,048
      
2
      
2,382,976
  
                                         
                                         
                                         
At January 1, 2016
                                        
Cost
    
3,477,605
      
93,890
      
2,482
      
2
      
3,573,979
  
Depreciation & impairment losses
    
(1,189,569
)
    
−
      
(1,434
)
    
−
      
(1,191,003
)
Net carrying amount
    
2,288,036
      
93,890
      
1,048
      
2
      
2,382,976
  
                                         
Acquisitions
    
250,912
      
86,944
      
175
      
3
      
338,034
  
Acquisitions through business combinations (Note 24)
    
120,280
      
−
      
−
      
−
      
120,280
  
Disposals and cancellations
    
(143,457
)
    
−
      
(7
)
    
−
      
(143,464
)
Depreciation charges
    
(227,306
)
    
−
      
(358
)
    
−
      
(227,664
)
Transfer to assets held for sale
    
−
      
−
      
−
      
−
      
−
  
Transfers
    
94,698
      
(94,698
)
    
5
      
(5
)
    
−
  
Translation differences
    
−
      
−
      
(86
)
    
−
      
(86
)
Balance at December 31, 2016
    
2,383,163
      
86,136
      
777
      
−
      
2,470,076
  
                                         
                                         
At December 31, 2016
                                        
Cost
    
3,748,135
      
86,136
      
2,373
      
−
      
3,836,644
  
Depreciation & impairment losses
    
(1,364,972
)
    
−
      
(1,596
)
    
−
      
(1,366,568
)
Net carrying amount
    
2,383,163
      
86,136
      
777
      
−
      
2,470,076
  


On January 26, March 24, and May 13, 2016, Euronav took delivery of the second, third and fourth vessel of the four VLCCs which were acquired as resales of existing newbuilding contracts as announced on 16 June 2015: VLCC Alice (2016 - 299,320 dwt), VLCC Alex (2016 - 299,445 dwt) and VLCC Anne (2016 – 299,533 dwt).

On August 16, 2016, the Group entered into a binding agreement for the acquisition through resale of two VLCCs which were completing construction at Hyundai Heavy Industries for an aggregate purchase price of USD 169 million or USD 84.5 million per unit. The first vessel, the Ardeche, was delivered on January 12, 2017. The second vessel, the Aquitaine, was delivered on January 20, 2017 (see Note 29).
F-34
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 8 - Property, plant and equipment (Continued)

On November 23, 2016, the Group took delivery of the V.K. Eddie (2005 - 305,261 dwt), which it purchased from its joint venture Seven Seas Shipping Ltd (see Note 25) for USD 39.0 million. In the Group's consolidated financial statements, 50% of the USD 9.3 million gain recognized on this transaction by Seven Seas Shipping Ltd was eliminated.

In 2016, the Cap Guillaume, Cap Phillipe, Maria, Sandra, Artois, Cap Diamant, Cap Charles, Cap Victor, Ingrid and Nautilus have been dry-docked. The cost of planned repairs and maintenance is capitalized and included under the heading acquisitions.

Disposal of assets – Gains/losses

(in thousands of USD)
  
Acquisitions
    
Sale price
    
Book Value
    
Gain
    
Deferred Gain
    
Loss
  
Luxembourg - Sale (Note 3)
    
−
      
27,900
      
21,510
      
6,390
      
−
      
−
  
Olympia - Transfer to assets held for sale (Note 3)
    
−
      
89,000
      
91,560
      
−
      
−
      
(2,560
)
Olympia - Sale (Note 3)
    
−
      
91,380
      
89,000
      
2,380
      
−
      
−
  
Antarctica - Transfer to assets held for sale (Note 3)
    
−
      
89,000
      
93,856
      
−
      
−
      
(4,856
)
Cap Isabella - Sale
    
−
      
4,329
      
−
      
4,329
      
−
      
−
  
Other
    
−
      
−
      
−
      
23
      
−
      
−
  
At December 31, 2014
                            
13,122
      
−
      
(7,416
)
                                                 
   
Acquisitions
    
Sale price
    
Book Value
    
Gain
    
Deferred Gain
    
Loss
  
Antarctica - Sale (Note 3)
    
−
      
91,065
      
89,000
      
2,065
      
−
      
−
  
Cap Laurent - Sale
    
−
      
21,825
      
10,682
      
11,143
      
−
      
−
  
Other
    
−
      
−
      
−
      
94
      
−
      
(8,002
)
At December 31, 2015
                            
13,302
      
−
      
(8,002
)
                                                 
                                                 
   
Acquisitions
    
Sale price
    
Book Value
    
Gain
    
Deferred Gain
    
Loss
  
Famenne - Sale (Note 3)
    
−
      
38,016
      
24,195
      
13,821
      
−
      
−
  
Nautilus - Sale
    
−
      
43,250
      
32,208
      
11,042
      
(500
)
    
−
  
Navarin - Sale
    
−
      
47,250
      
36,739
      
10,511
      
(1,500
)
    
−
  
Neptun - Sale
    
−
      
47,250
      
37,534
      
9,716
      
(1,500
)
    
−
  
Nucleus - Sale
    
−
      
47,250
      
36,974
      
10,276
      
(1,500
)
    
−
  
Other
    
−
      
−
      
−
      
32
      
−
      
(2
)
At December 31, 2016
                            
55,397
      
(5,000
)
    
(2
)

On January 15, 2016, the Company sold the VLCC Famenne (2001 - 298,412 dwt), for a net sale price of USD 38.0 million. The capital gain on that sale of USD 13.8 million was recorded in the first quarter of 2016. The vessel was delivered to its new owner on March 9, 2016.

On December 16, 2016, the Company entered into a five-year sale and leaseback agreement for four VLCCs. The four VLCCs are the Nautilus (2006 – 307,284 dwt), the Navarin (2007 – 307,284 dwt), the Neptun (2007 – 307,284 dwt) and Nucleus (2007 – 307,284 dwt). The transaction assumed a net en-bloc sale price of USD 185 million and produced a capital gain of USD 41.5 million which was recorded in the fourth quarter of 2016. However, because there was a total difference of USD 5.0 million between the fair value of the assets (USD 181 million) and the sale price (USD 186 million), this excess has been deferred and is being amortized over the period for which the asset is expected to be used, in this case, the duration of the lease, which is 5 years.
Impairment
Tankers
Euronav defines its cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit.

The Group has performed an impairment test for tankers whereby the carrying amount of an asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. In assessing value in use, the following assumptions were used:
F-35
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 8 - Property, plant and equipment (Continued)

- 10 year historical average spot freight rates are used as forecast charter rates
- Weighted Average Cost of Capital ("WACC") of 6.43% (2015: 6.01% and 2014: 5.72%)
- 20 year useful life with residual value equal to zero

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subject to judgment. The impairment test did not result in a requirement to record an impairment loss in 2016. Even with an increase of the WACC of 3%, there was no need to record an impairment loss in 2016.

Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond Euronav's control, Euronav believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is, and continues to be, the most appropriate reflection of a typical shipping cycle. When using 5-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet (2015: USD 123.3 million and 2014: USD 952.0 million), and when using 1-year historical charter rates in this impairment analysis, the impairment analysis indicates that no impairment is required for the tanker fleet (2015: no impairment and 2014: USD 103.7 million).

FSO
For FSOs the impairment assessment has been based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, the following assumptions were used:

- Weighted Average Cost of Capital ('WACC') of 6.43% (2015: 6.01% and 2014: 5.72%)
- 25 year useful life with residual value equal to zero

This assessment did not result in a requirement to record an impairment loss in 2016. Even with an increase of the WACC of 3%, there was no need to record an impairment loss in 2016. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods. The FSO Asia and the FSO Africa are on a timecharter contract to Maersk Oil Qatar until July 22, 2017 and September 22, 2017, respectively.

On December 22, 2016, the Group announced that the joint venture with International Seaways ("INSW", see Note 25) has received a letter of award in relation to a contract for five years for the service of the FSO Africa and FSO Asia in direct continuation of the current contractual service. The letter of award was received from North Oil Company, the future operator of the Al Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. This award is subject to successful negotiation and documentation of the services contracts. The intent is that the new contracts for these custom-made 3 million barrels capacity units that have been serving the Al Shaheen field without interruption since 2010 will have a duration of five years starting at the expiry of the existing contracts with Maersk Oil Qatar. The existing contracts will remain in force until expiry in the third quarter of 2017. If negotiations and documentation are successfully concluded, the new contracts are expected over their full duration to generate revenues for the joint venture in excess of USD 360 million, excluding reimbursement for agreed operating expenses which will be dealt with on an open book basis. The signing of definitive services contracts remain subject to the resolution of substantive business terms and conditions and no assurance can be given that such resolution will be achieved.
Security
All tankers financed are subject to a mortgage to secure bank loans (see Note 15).
Vessels on order or under construction
The group had four vessels under construction as at December 31, 2016 for an aggregate amount of USD 86.1 million (2015: USD 93.9 million and 2014: 0). The amounts presented within "Vessels under construction" relate to the two VLCCs which were delivered on January 12 and January 20, 2017 from Hyundai Heavy Industries, as discussed above and two Ice Class Suezmax vessels from Hyundai Heavy Industries to be delivered in early 2018.
Capital commitment
As at December 31, 2016 the Group's total capital commitment amounts to USD 208.8 million (2015: USD 195.9 million). These can be detailed as follows:
F-36
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 8 - Property, plant and equipment (Continued)

(in thousands of USD)
  
As at December 31, 2015 payments scheduled for
  
   
TOTAL
    
2016
    
2017
    
2018
  
Commitments in respect of VLCCs
    
195,910
      
195,910
      
−
      
−
  
Commitments in respect of Suezmaxes
    
−
      
−
      
−
      
−
  
Commitments in respect of FSOs
    
−
      
−
      
−
      
−
  
Total
    
195,910
      
195,910
      
−
      
−
  
                                 
       
   
As at December 31, 2016 payments scheduled for
  
   
TOTAL
      
2017
      
2018
      
2019
  
Commitments in respect of VLCCs
    
97,035
      
97,035
      
−
      
−
  
Commitments in respect of Suezmaxes
    
111,793
      
24,843
      
86,950
      
−
  
Commitments in respect of FSOs
    
−
      
−
      
−
      
−
  
Total
    
208,828
      
121,878
      
86,950
      
−
  
                                 


At December 31, 2016, Euronav held the option to purchase an additional two Ice Class Suezmax vessels from Hyundai Heavy Industries, but Euronav had not yet exercised this option. The option expires on May 3, 2017.

Note 9 - Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:

(in thousands of USD)
  
ASSETS
    
LIABILITIES
    
NET
  
                   
Provisions
    
169
      
−
      
169
  
Employee benefits
    
23
      
−
      
23
  
Unused tax losses & tax credits
    
743
      
−
      
743
  
     
935
      
−
      
935
  
Offset
    
−
      
−
          
Balance at December 31, 2015
    
935
      
−
          
                         
                         
Provisions
    
31
      
−
      
31
  
Employee benefits
    
37
      
−
      
37
  
Unused tax losses & tax credits
    
896
      
−
      
896
  
     
964
      
−
      
964
  
Offset
    
−
      
−
          
Balance at December 31, 2016
    
964
      
−
          


Unrecognized deferred tax assets and liabilities
Deferred tax assets and liabilities have not been recognized in respect of the following items:

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
                   
   
ASSETS
    
LIABILITIES
    
ASSETS
    
LIABILITIES
  
Deductible temporary differences
    
280
      
−
      
275
      
−
  
Taxable temporary differences
    
7
      
(25,213
)
    
−
      
(21,220
)
Tax losses & tax credits
    
105,731
      
−
      
109,797
      
−
  
     
106,018
      
(25,213
)
    
110,072
      
(21,220
)
Offset
    
(25,213
)
    
25,213
      
(21,220
)
    
21,220
  
Total
    
80,805
      
−
      
88,852
      
−
  

The unrecognized deferred tax assets in respect of tax losses and tax credits are entirely related to tax losses carried forward, investment deduction allowances and excess dividend received deduction. These unrecognized tax losses and tax credits have no expiration date.

A deferred tax asset is recognized for unused tax losses and tax credits carried forward, to the extent that it is probable that future taxable profits will be available. The Group considers future taxable profits as probable when it is more likely than not that taxable profits will be generated in the foreseeable future. When determining whether probable future taxable profits are available the probability threshold is applied to portions of the total amount of unused tax losses or tax credits, rather than the entire amount.

Given the nature of the tonnage tax regime, the Group has a substantial amount of unused tax losses and tax credits for which no future taxable profits are probable and therefore no deferred tax asset has been recognized.

The unrecognized tax liabilities in respect of taxable temporary differences relate primarily to tax liabilities in respect of non distributed reserves of the Group that will be taxed when distributed. No deferred tax liability has been recognized because the Group controls whether the liability will be incurred and management is satisfied that the liability will not be incurred in the foreseeable future. In addition, no deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.
F-37
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 9 - Deferred tax assets and liabilities (Continued)

Movement in deferred tax balances during the year

(in thousands of USD)
  
Balance at
Jan 1, 2014
    
Recognized in income
    
Recognized in equity
    
Translation differences
    
Balance at
Dec 31, 2014
  
                               
Provisions
    
−
      
238
      
−
      
−
      
238
  
Employee benefits
    
52
      
7
      
−
      
(7
)
    
52
  
Unused tax losses & tax credits
    
828
      
5,507
      
−
      
(89
)
    
6,246
  
Total
    
880
      
5,752
      
−
      
(96
)
    
6,536
  
                                         
   
Balance at
Jan 1, 2015
    
Recognized in income
    
Recognized in equity
    
Translation differences
    
Balance at
Dec 31, 2015
  
                                         
Provisions
    
238
      
(61
)
    
−
      
(8
)
    
169
  
Employee benefits
    
52
      
(24
)
    
−
      
(5
)
    
23
  
Unused tax losses & tax credits
    
6,246
      
(5,450
)
    
−
      
(53
)
    
743
  
Total
    
6,536
      
(5,535
)
    
−
      
(66
)
    
935
  
                                         
                                         
   
Balance at
Jan 1, 2016
    
Recognized in income
    
Recognized in equity
    
Translation differences
    
Balance at
Dec 31, 2016
  
                                         
Provisions
    
169
      
(121
)
    
−
      
(17
)
    
31
  
Employee benefits
    
23
      
15
      
−
      
(1
)
    
37
  
Unused tax losses & tax credits
    
743
      
220
      
−
      
(67
)
    
896
  
Total
    
935
      
114
      
−
      
(85
)
    
964
  

Note 10 - Non-current receivables

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Shareholders loans to joint ventures
    
183,348
      
259,229
  
Other non-current receivables
    
565
      
678
  
Investment
    
1
      
1
  
Total non-current receivables
    
183,914
      
259,908
  

The Shareholders loans to joint ventures as of December 31, 2016 and December 31, 2015 did not bear interest.

Please refer to Note 25 for more information on the Shareholders loans to joint ventures.

The maturity date of the non-current receivables is as follows:

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Receivable:
    
−
      
−
  
Between one and two years
    
−
      
−
  
Between two and three years
    
−
      
−
  
Between three and four years
    
−
      
−
  
Between four and five years
    
−
      
−
  
More than five years
    
183,914
      
259,908
  
Total non-current receivables
    
183,914
      
259,908
  

F-38
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 11 - Trade and other receivables - current

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Trade receivables
    
38,695
      
35,740
  
Accrued income
    
10,966
      
31,515
  
Accrued interest
    
33
      
25
  
Deferred charges
    
21,149
      
20,402
  
Other receivables
    
95,499
      
131,398
  
Total trade and other receivables
    
166,342
      
219,080
  

The decrease in other receivables relates to income to be received by the Group from the TI Pool. These amounts decreased in 2016 due to overall declining freight market conditions.

For currency and credit risk, we refer to Note 18.

Note 12 - Cash and cash equivalents

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Bank deposits
    
104,500
      
59,205
  
Cash at bank and in hand
    
102,189
      
72,458
  
TOTAL
    
206,689
      
131,663
  
Of which restricted cash
    
146
      
124
  
                 
                 
Less:
                
Bank overdrafts used for cash management purposes
    
−
      
−
  
NET CASH AND CASH EQUIVALENTS
    
206,689
      
131,663
  

The bank deposits as at December 31, 2016 had an average maturity of 10 days (2015: 24 days).
 
F-39
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 13 - Equity
Number of shares issued
(in shares)
  
December 31, 2016
    
December 31, 2015
    
December 31, 2014
  
                   
On issue at 1 January
    
159,208,949
      
131,050,666
      
54,223,817
  
Conversion convertible bonds
    
−
      
−
      
18,495,656
  
Conversion perpetual convertible preferred equity
    
−
      
9,459,283
      
9,459,286
  
Capital increases
    
−
      
18,699,000
      
48,871,907
  
On issue at 31 December - fully paid
    
159,208,949
      
159,208,949
      
131,050,666
  

On January 20, 2015 the Group announced the commencement of its underwritten initial public offering (IPO) in the United States of 13,550,000 ordinary shares. On January 19, 2015 the closing price of the Company's ordinary shares on Euronext Brussels was USD 12.94 per share (based upon the Bloomberg Composite Rate of EUR 0.8604 per USD 1.00 in effect on that date). The Company received approval to list its ordinary shares on the New York Stock Exchange (the "NYSE") under the symbol "EURN". On January 28, 2015 the Group announced the closing of its IPO of 18,699,000 common shares at a public offering price of USD 12.25 per share for gross proceeds of USD 229,062,750. This included the exercise in full by the underwriters of their overallotment option. The transaction costs related to this public offering for a total amount of USD 19.4 million were recognized directly in retained earnings.

At December 31, 2016 and December 31, 2015 the share capital is represented by 159,208,949 shares. The shares have no par value.

At December 31, 2016, the authorized share capital not issued amounts to USD 150,000,000 (2015: USD 150,000,000 and 2014: USD 61,525,678) or the equivalent of 138,005,652 shares (2015: 138,005,652 shares and 2014: 56,605,942 shares).

The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders' meetings of the Group.

Conversion of perpetual convertible preferred equity
Following its IPO, the Group exercised its right to request the conversion of the remaining 30 outstanding perpetual convertible preferred equity securities and issued such notice on January 30, 2015. The aggregate principal amount of USD 75,000,000 was converted to Euronav's share capital through a contribution in kind on February 6, 2015 against the issuance of 9,459,283 shares. These shares are listed on both Euronext Brussels and the NYSE.

Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

Hedging reserve
The Group, in connection to the USD 300 million facility raised in April 2009 entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of USD 300 million. These IRSs have been used to hedge the risk related to the fluctuation of the Libor rate and qualified for hedging instruments in a cash flow hedge relationship under IAS 39. These instruments have been measured at their fair value; effective changes in fair value have been recognized in equity and the ineffective portion has been recognized in profit or loss. These IRSs had a duration of 5 years matching the repayment profile of that facility and matured on April 2, 2014.

Treasury shares
As of December 31, 2016 Euronav owned 1,042,415 of its own shares, compared to 466,667 of shares owned on December 31, 2015. In the twelve months period ended December 31, 2016, Euronav bought back 692,415 shares at an aggregate cost of USD 6.9 million and delivered 116,667 shares upon the exercise of share options. These 116,667 treasury shares had an aggregate weighted average cost of USD 3.1 million and Euronav recognized a loss of USD 2.3 million in retained earnings upon the delivery of these treasury shares to the share option holders. The total net proceeds amounted to USD 0.8 million.
F-40
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 13 - Equity (Continued)

Dividends
On May 12, 2016, the Annual Shareholders' meeting approved an additional gross dividend in the amount of USD 0.82 per share to all shareholders. The dividend to holders of Euronav shares trading on Euronext Brussels was paid in EUR at the USD/EUR exchange rate of the record date.

During its meeting of August 24, 2016, the Board of Directors of Euronav approved an interim dividend for the first semester 2016 of USD 0.55 per share. The interim dividend of USD 0.55 per share was payable as from September 30, 2016. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On March 14, 2017, the Board of Directors decided to propose to the Annual Shareholders' meeting to be held on May 11, 2017, to approve a full year dividend of USD 0.77 per share. Taking into account the interim dividend approved in August in the amount of USD 0.55 per share, the expected dividend payable after the AGM should be USD 0.22 per share. The total final USD 0.77 dividend per share complies with the Group's policy to return 80% of the net profits to shareholders excluding exceptional items such as gains on the disposal of vessels.

The total amount of dividends paid in 2016 was USD 216.8 million.

Share-based payment arrangements
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel. In March 2016, the holders exercised 166,667 options and a corresponding number of treasury shares were sold. The key terms and conditions did not change after December 31, 2013. The compensation expense related to this share option program was recognized in prior periods and therefore, this program did not have any impact on the consolidated statement of profit or loss for 2016.

Long term incentive plan 2015
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock units ('RSU's'), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of EUR 10.0475 and are equity-settled. All of the stock options and RSUs granted on February 12, 2015 remained outstanding as of December 31, 2016. The fair value of the stock options was measured using the Black Scholes formula. The fair value of the RSUs was measured with reference to the Euronav share price at the grant date. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2016 with respect to the LTIP was USD 0.4 million.

Long term incentive plan 2016
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016 and all remain outstanding as of December 31, 2016. The LTIP 2016 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2016, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss during 2016 was USD 0.2 million.

F-41
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 14 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share at December 31, 2016 was based on a result attributable to ordinary shares of USD 204,049,212 (December 31, 2015: USD 350,300,535 and December 31, 2014: USD (45,795,933)) and a weighted average number of ordinary shares outstanding during the period ended December 31, 2016 of 158,262,268 (December 31, 2015: 155,872,171 and December 31, 2014:116,539,018), calculated as follows:

Result attributable to ordinary shares
(in thousands of USD except share and per share information)
  
2016
    
2015
    
2014
  
                   
Result for the period
    
204,049
      
350,301
      
(45,797
)
Weighted average
    
158,262,268
      
155,872,171
      
116,539,018
  
Basic earnings per share (in USD)
    
1.29
      
2.25
      
(0.39
)

Weighted average number of ordinary shares
(in shares)
  
Shares issued
    
Treasury shares
    
Shares outstanding
    
Weighted number of shares
  
On issue at January 1, 2014
    
54,223,817
      
1,750,000
      
52,473,817
      
52,473,817
  
Issuance of shares
    
76,826,849
      
−
      
76,826,849
      
64,065,200
  
Purchases of treasury shares
    
−
      
−
      
−
      
−
  
Withdrawal of treasury shares
    
−
      
−
      
−
      
−
  
Sales of treasury shares
    
−
      
−
      
−
      
−
  
On issue at December 31, 2014
    
131,050,666
      
1,750,000
      
129,300,666
      
116,539,017
  
                                 
On issue at January 1, 2015
    
131,050,666
      
1,750,000
      
129,300,666
      
129,300,666
  
Issuance of shares
    
28,158,283
      
−
      
28,158,283
      
25,842,099
  
Purchases of treasury shares
    
−
      
−
      
−
      
−
  
Withdrawal of treasury shares
    
−
      
−
      
−
      
−
  
Sales of treasury shares
    
−
      
(1,283,333
)
    
1,283,333
      
729,406
  
On issue at December 31, 2015
    
159,208,949
      
466,667
      
158,742,282
      
155,872,171
  
                                 
                                 
On issue at January 1, 2016
    
159,208,949
      
466,667
      
158,742,282
      
158,742,282
  
Issuance of shares
    
−
      
−
      
−
      
−
  
Purchases of treasury shares
    
−
      
692,415
      
(692,415
)
    
(575,005
)
Withdrawal of treasury shares
    
−
      
−
      
−
      
−
  
Sales of treasury shares
    
−
      
(116,667
)
    
116,667
      
94,991
  
On issue at December 31, 2016
    
159,208,949
      
1,042,415
      
158,166,534
      
158,262,268
  

Diluted earnings per share
For the twelve months ended December 31, 2016, the diluted earnings per share (in USD) amount to 1.29 (2015: 2.22 and 2014: (0.39)). At December 31, 2014, 250 convertible Notes and 30 PCPs were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive (earnings per share would increase). At December 31, 2016 and December 31, 2015, no instruments were excluded from the calculation of the diluted weighted average number of shares.

Weighted average number of ordinary shares (diluted)
The table below shows the potential weighted number of shares that could be created if all stock options, restricted stock units, convertible notes and PCPs were to be converted into ordinary shares.
F-42
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 14 - Earnings per share (Continued)

                   
(in shares)
  
2016
    
2015
    
2014
  
                   
Weighted average of ordinary shares outstanding (basic)
    
158,262,268
      
155,872,171
      
116,539,017
  
                         
Effect of potential conversion of convertible Notes
    
−
      
88,689
      
1,079,047
  
Effect of potential conversion of PCPs
    
−
      
932,971
      
9,459,283
  
Effect of Share-based Payment arrangements
    
166,789
      
635,731
      
1,750,000
  
                         
Weighted average number of ordinary shares (diluted)
    
158,429,057
      
157,529,562
      
128,827,347
  

On January 31, 2015, the last 250 remaining outstanding Notes due in January 2015, were redeemed at par.

On February 6, 2015, the remaining 30 perpetual convertible preferred equity instruments were converted as well.

After all the conversions of the convertible Notes and the PCPs, there are no more remaining outstanding instruments at December 31, 2015 and December 31, 2016 which can give rise to dilution, except for the share-based payment arrangements.
 
F-43

Note 15 - Interest-bearing loans and borrowings
(in thousands of USD)
  
Bank loans
    
Convertible and other Notes
    
Total
  
More than 5 years
    
371,595
      
−
      
371,595
  
Between 1 and 5 years
    
716,431
      
231,373
      
947,804
  
More than 1 year
    
1,088,026
      
231,373
      
1,319,399
  
Less than 1 year
    
146,303
      
23,124
      
169,427
  
At January 1, 2015
    
1,234,329
      
254,497
      
1,488,826
  
                         
New loans
    
931,270
      
−
      
931,270
  
Scheduled repayments
    
(109,719
)
    
(23,200
)
    
(132,919
)
Early repayments
    
(999,451
)
    
(235,500
)
    
(1,234,951
)
Other changes
    
(3,981
)
    
4,203
      
222
  
Balance at December 31, 2015
    
1,052,448
      
−
      
1,052,448
  
                         
More than 5 years
    
147,174
      
−
      
147,174
  
Between 1 and 5 years
    
805,252
      
−
      
805,252
  
More than 1 year
    
952,426
      
−
      
952,426
  
Less than 1 year
    
100,022
      
−
      
100,022
  
Balance at December 31, 2015
    
1,052,448
      
−
      
1,052,448
  
                         
                         
   
Bank loans
    
Convertible and other Notes
    
Total
  
More than 5 years
    
147,174
      
−
      
147,174
  
Between 1 and 5 years
    
805,252
      
−
      
805,252
  
More than 1 year
    
952,426
      
−
      
952,426
  
Less than 1 year
    
100,022
      
−
      
100,022
  
At January 1, 2016
    
1,052,448
      
−
      
1,052,448
  
                         
                         
New loans
    
740,286
      
−
      
740,286
  
Scheduled repayments
    
(60,015
)
    
−
      
(60,015
)
Early repayments
    
(714,000
)
    
−
      
(714,000
)
Acquisitions through business combinations (Note 24)
    
61,065
      
−
      
61,065
  
Other changes
    
5,778
      
−
      
5,778
  
Balance at December 31, 2016
    
1,085,562
      
−
      
1,085,562
  
                         
More than 5 years
    
330,491
      
−
      
330,491
  
Between 1 and 5 years
    
635,952
      
−
      
635,952
  
More than 1 year
    
966,443
      
−
      
966,443
  
Less than 1 year
    
119,119
      
−
      
119,119
  
Balance at December 31, 2016
    
1,085,562
      
−
      
1,085,562
  

Bank Loans
On June 22, 2011, the Group entered into a USD 750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA as Agent and Security Trustee. This facility was comprised of a USD 500.0 million term loan facility and a USD 250.0 million revolving credit facility, and had a term of six years. The main purpose of this facility was to repay and retire the USD 1,600 million facility signed in April 2005. This facility was secured by 22 of the Group's wholly-owned vessels. The term loan was repayable in 11 instalments of consecutive 6-month intervals, with the final repayment due at maturity in 2017. Each revolving advance was repayable in full on the last day of its applicable interest period. This facility, as amended, bore interest at LIBOR plus a margin of 3.0% per annum plus applicable mandatory costs. On September 1, 2015, the Group repaid this loan in full using a portion of the borrowings under the USD 750.0 million senior secured amortizing revolving credit facility concluded on August 19, 2015.
On December 23, 2011, the Group entered into a USD 65.0 million secured term loan facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) to finance the acquisition of Alsace, which was mortgaged under the loan. This facility was repayable over a term of seven years in ten installments at successive six month intervals, each in the amount of USD 2.15 million together with a balloon installment of USD 43.5 million payable with (and forming part of) the tenth and final repayment on February 23, 2017. The interest rate was LIBOR plus a margin of 2.95% per annum plus applicable mandatory costs. This USD 65.0 million loan facility was repaid in full on September 1, 2015 using a portion of the borrowing under the USD 750.0 million senior secured amortizing revolving credit facility concluded on August 19, 2015.
F-44
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 15 - Interest-bearing loans and borrowings (Continued)
On March 25, 2014, the Group entered into a USD 500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA, and Skandinaviska Enskilda Banken AB (publ). This facility bore interest at LIBOR plus a margin of 2.75% per annum and was repayable over a term of six years with maturity in 2020 and was secured by the fifteen (15) Very Large Crude Carriers (VLCC) from Maersk Tankers Singapore Pte Ltd. The proceeds of the facility were drawn and used to partially finance the purchase price of the Maersk Acquisition Vessels. This USD 500.0 million loan facility was repaid in full on December 21, 2016 using a portion of the borrowing under the USD 409.5 million senior secured amortizing revolving credit facility concluded on December 16, 2016.

On October 13, 2014, the Group entered into a USD 340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V. as Agent and Security Trustee. Borrowings under this facility have been used to partially finance the acquisition of the four (4) modern Japanese built VLCC vessels ('the VLCC Acquisition Vessels') from Maersk Tankers Singapore Pte Ltd and to repay USD 153.1 million of outstanding debt and retire the Group's USD 300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a USD 148.0 million non-amortizing revolving credit facility and (ii) a USD 192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is secured by eight of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and, upon their respective deliveries, the VLCC Acquisition Vessels. On October 22, 2014 a first drawdown under this facility was made to repay the USD 300 million secured loan facility, followed by additional drawdowns on December 22, 2014 and December 23, 2014 for an amount of 60.3 million and 50.3 million following the delivery of the Hojo and Hakone respectively. On March 3, 2015 and April 13, 2015 additional drawdowns of 53.4 million and 50.4 million were made following the delivery of the Hirado and Hakata respectively. As of December 31, 2016 and December 31, 2015, the outstanding balances on this facility were USD 207.3 million and USD 175.5 million, respectively.

On August 19, 2015, the Group entered into a USD 750.0 million senior secured amortizing revolving credit facility with a syndicate of banks led by DNB Bank ASA and Nordea Bank Norge ASA. The facility will be available for the purpose of (i) refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit facility will mature on 1 July 2022 and carries a rate of LIBOR plus a margin of 195 bps. As of December 31, 2016 and December 31, 2015, the outstanding balances under this facility were USD 612.1 million and USD 467.5 million, respectively.

On November 9, 2015, the Group entered into a USD 60.0 million unsecured revolving credit facility with KBC NV, acting as Bookrunning Mandated Lead Arranger and as Agent. As of December 31, 2016 and December 31, 2015, there were no outstanding balances under this facility.

On June 2, 2016, the Group entered into a share swap and claim transfer agreement (see Note 24) whereby as of that date, Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. were fully consolidated and all assets acquired and liabilities assumed were recognized. Their respective loans are related to, and are secured by, the vessels owned by Fiorano and Larvotto. As of December 31, 2016, the outstanding balance on these facilities was USD 57.0 million in total.

On December 16, 2016, the Group entered into a USD 409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the USD 500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25%. As of December 31, 2016, the outstanding balance on this facility was USD 222.0 million. The credit facility is secured by the aforementioned 11 vessels.

Undrawn borrowing facilities
At December 31, 2016, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to USD 355.8 million (2015: USD 291.1 million).

F-45
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 15 - Interest-bearing loans and borrowings (Continued)

Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:

(in thousands of USD)
      
December 31, 2016
December 31, 2015
 
Curr.
Nominal interest rate
Year of mat.
Facility size
Drawn
Carrying value
Facility size
Drawn
Carrying value
Secured vessels loan 192M
USD
libor +2.25%
2021
143,571
143,571
141,501
175,476
175,476
172,778
Secured vessels Revolving loan 148M*
USD
libor +2.25%
2021
147,559
63,700
63,700
147,559
−
−
Secured vessels loan 500M
USD
libor +2.75%
2020
−
−
−
428,000
428,000
420,320
Secured vessels Revolving loan 750M*
USD
libor +1.95%
2022
636,536
612,050
605,806
551,023
467,500
459,350
Secured vessels Revolving loan 409.5M*
USD
libor +2.25%
2023
409,500
222,036
217,600
−
−
−
Secured vessels loan 76M
USD
libor +1.225%
2020
27,813
27,813
27,813
−
−
−
Secured vessels loan 67.5M
USD
libor +1.5%
2020
29,143
29,143
29,143
−
−
−
Unsecured bank facility 60M
USD
libor +2.25%
2020
60,000
−
−
60,000
−
−
Total interest-bearing bank loans
  
1,454,121
1,098,312
1,085,562
1,362,058
1,070,976
1,052,448

The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan.

* The total amount available under the Revolving Credit Facility depends on the total value of the fleet of tankers securing the facility.

Convertible and other notes
On September 24, 2009, the Group issued USD 150.0 million fixed rate senior unsecured convertible Notes, due 2015. The Notes were issued at 100 per cent of their principal amount and bore interest at a rate of 6.5% per annum, payable semi-annually in arrears. The initial conversion price was EUR 16,283750 (or USD 23,168520 at EUR/USD exchange rate of 1,4228) per share and was set at a premium of 25% to the volume weighted average price of Euronav's ordinary shares on Euronext Brussels on September 3, 2009.

In the course of the first quarter 2012, the Group repurchased 68 Notes of its USD 150 million fixed rate senior unsecured Notes, due 2015. In 2013, the Group offered to exchange the Notes against a new Note which bore the same interest rate of 6.5% but which would mature in 2018 and would have a lower conversion price of EUR 5.65. The exchange offer resulted in USD 125.0 million of Notes (face value) being exchanged for new Notes, including the 68 Notes acquired by the Group in 2012.

In the second quarter of 2013, the Group bought back an additional 5 of its Notes due in 2015, while selling in the third quarter of 2013 the 68 Notes due in 2018 it held after the above exchange.

During the period from November 12, 2013 through April 22, 2014, the Group issued an aggregate of 20,969,473 existing ordinary shares upon conversion of USD 124.9 million in aggregate principal amount of 1,249 Convertible Notes due 2018 at the holders' option.

On February 20, 2014, the Group exercised its right to redeem all of the remaining Convertible Notes due in 2018. On April 9, 2014, the Group redeemed the last convertible note due 2018.

On January 31, 2015, the Group redeemed the 250 remaining outstanding fixed rate unsecured convertible Notes due 2015 with a face value of USD 100,000 each, at par.

On February 4, 2014, the Group issued USD 235.5 million 7-year bonds. These bonds were issued at 85 per cent of their principal amount and bore interest at a rate of 5.95% per annum for the first year, payable semi-annually in arrears. The interest rate would increase to 8.5% per annum for the second and third year and would increase again to 10.20% per annum from year four until maturity. The bonds were at any time redeemable by Euronav at par. These bonds were fully repaid on February 19, 2015 using the proceeds of the initial public offering in the US. Of the on issue discount (USD 35.3 million) and the transaction costs (USD 0.7 million), USD 31.9 million was recognized in finance expenses in 2014 and USD 4.1 million was recognized in finance expenses in 2015 (see Note 6). These amounts are also reflected under the heading 'Other changes' in the first table of this footnote.
F-46
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

 

Note 15 - Interest-bearing loans and borrowings (Continued)
Convertible and other notes carrying amount

             
(in thousands of USD)
  
2016
    
2015
  
             
Carrying amount of liability at the beginning of the period
    
−
      
23,124
  
Amortization of transaction costs
    
−
      
76
  
Redemption of convertible Notes
    
−
      
(23,200
)
                 
Carrying amount of liability at the end of the period
    
−
      
−
  




Transaction and other financial costs
The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2016, the Group recognized USD 10.2 million of amortization of financing costs, including USD 5.5 million of remaining unamortized financing costs upon the refinancing of the USD 500 million senior secured credit facility dated March 25, 2014. The Group recognized USD 4.4 million of directly attributable transaction costs as a deduction from the fair value of the USD 409.5 million senior secured amortizing revolving credit facility concluded on December 16, 2016.

In 2016, finance expenses of the Group were in line with 2015. In 2015, the Group noted a decrease in finance expenses (2015: USD -50.9 million, 2014: USD -96.0 million) mainly due to the repayment of the convertible Notes and the USD 235.5 million 7-year bonds.

Note 16 - Employee benefits
The amounts recognized in the balance sheet are as follows:

 (in thousands of USD)
  
December 31, 2016
    
December 31, 2015
    
December 31, 2014
  
                   
NET LIABILITY AT BEGINNING OF PERIOD
    
(2,038
)
    
(2,108
)
    
(1,900
)
Recognized in profit or loss
    
(261
)
    
(108
)
    
(85
)
Recognized in other comprehensive income
    
(646
)
    
(44
)
    
(393
)
Foreign currency translation differences
    
99
      
222
      
270
  
NET LIABILITY AT END OF PERIOD
    
(2,846
)
    
(2,038
)
    
(2,108
)
                         
Present value of funded obligation
    
(2,846
)
    
(852
)
    
(1,525
)
Fair value of plan assets
    
2,292
      
539
      
1,145
  
     
(554
)
    
(313
)
    
(380
)
Present value of unfunded obligations
    
(2,292
)
    
(1,725
)
    
(1,728
)
NET LIABILITY
    
(2,846
)
    
(2,038
)
    
(2,108
)
                         
Amounts in the balance sheet:
                        
Liabilities
    
(2,846
)
    
(2,038
)
    
(2,108
)
Assets
    
−
      
−
      
−
  
NET LIABILITY
    
(2,846
)
    
(2,038
)
    
(2,108
)



Liability for defined benefit obligations
The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement.

One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plan - are uninsured and unfunded.

The Group expects to contribute the following amount to its defined benefit pension plans in 2017: USD 238,788.
F-47
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 17 - Trade and other payables

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Advances received on contracts in progress, between 1 and 5 years
    
533
      
590
  
Total non-current other payables
    
533
      
590
  
Trade payables
    
18,107
      
23,034
  
Accrued payroll
    
2,581
      
2,719
  
Dividends payable
    
7
      
7
  
Accrued expenses
    
29,245
      
35,189
  
Accrued interest
    
1,150
      
1,043
  
Deferred income
    
13,746
      
16,860
  
Other payables
    
5,023
      
226
  
Total current trade and other payables
    
69,859
      
79,078
  



The decrease in accrued expenses is related to less accruals of spot related voyage expenses and less profit split of the VLCC KHK Vision due to declining market conditions and the redeliverment on October 27, 2016.

The increase in other payables is related to the deferred gain of USD 5.0 million which was the difference between the fair value and the sale price of the four VLCCs of the sale and leaseback (see Note 8). This excess was deferred and will be amortized over the duration of the lease, which is 5 years.
 
 
F-48
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
 
Note 18 - Financial instruments - market and other risks

Carrying amounts and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.

   
Carrying amount
    
Fair value
  
   
Loans and receivables
    
Other financial liabilities
    
Total
    
Level 1
    
Level 2
    
Level 3
    
Total
  
December 31, 2015
                                          
                                           
Financial assets not measured at fair value
                                          
Non-current receivables (Note 10)
    
259,908
      
−
      
259,908
      
−
      
−
      
256,522
      
256,522
  
Trade and other receivables * (Note 11)
    
198,678
      
−
      
198,678
      
−
      
−
      
−
      
−
  
Cash and cash equivalents (Note 12)
    
131,663
      
−
      
131,663
      
−
      
−
      
−
      
−
  
     
590,249
      
−
      
590,249
      
−
      
−
      
256,522
      
256,522
  
                                                         
Financial liabilities not measured at fair value
                                                        
Secured bank loans (Note 15)
    
−
      
1,052,448
      
1,052,448
      
−
      
1,070,976
      
−
      
1,070,976
  
Unsecured bank loans (Note 15)
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Trade and other payables * (Note 17)
    
−
      
62,218
      
62,218
      
−
      
−
      
−
      
−
  
Advances received on contracts (Note 17)
    
−
      
590
      
590
      
−
      
−
      
−
      
−
  
     
−
      
1,115,256
      
1,115,256
      
−
      
1,070,976
      
−
      
1,070,976
  



   
Carrying amount
    
Fair value
  
   
Loans and receivables
    
Other financial liabilities
    
Total
    
Level 1
    
Level 2
    
Level 3
    
Total
  
December 31, 2016
                                          
                                           
Financial assets not measured at fair value
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Non-current receivables (Note 10)
    
183,914
      
−
      
183,914
      
−
      
−
      
178,216
      
178,216
  
Trade and other receivables * (Note 11)
    
145,193
      
−
      
145,193
      
−
      
−
      
−
      
−
  
Cash and cash equivalents (Note 12)
    
206,689
      
−
      
206,689
      
−
      
−
      
−
      
−
  
     
535,796
      
−
      
535,796
      
−
      
−
      
178,216
      
178,216
  
                                                         
Financial liabilities not measured at fair value
                                                        
Secured bank loans (Note 15)
    
−
      
1,085,562
      
1,085,562
      
−
      
1,092,023
      
−
      
1,092,023
  
Unsecured bank loans (Note 15)
    
−
      
−
      
−
      
−
      
−
      
−
      
−
  
Trade and other payables * (Note 17)
    
−
      
56,113
      
56,113
      
−
      
−
      
−
      
−
  
Advances received on contracts (Note 17)
    
−
      
533
      
533
      
−
      
−
      
−
      
−
  
     
−
      
1,142,208
      
1,142,208
      
−
      
1,092,023
      
−
      
1,092,023
  



* Deferred charges (see Note 11) and deferred income (see Note 17), which are not financial assets (liabilities) are not included.

Measurement of fair values
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

Financial instruments not measured at fair value
 

Type
  
Valuation Techniques
    
Significant unobservable inputs
               
Non-current receivables (consisting of shareholders' loans)
  
Discounted cash flow
  
Discount rate
               
Other financial liabilities (consisting of secured and unsecured bank loans)
  
Discounted cash flow
  
Not applicable


 
 
F-49
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 18 - Financial instruments - market and other risks (Continued)
 
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2015 and 2016.

Financial risk management

In the course of its normal business, the Group is exposed to the following risks:
·
Credit risk
·
Liquidity risk
·
Market risk (Tanker market risk, interest rate risk and currency risk)

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board of Directors has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Board of Directors on its activities.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.

Credit risk

Trade and other receivables

The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. In particular, the two clients representing 10% each of the Tankers segment's total revenue in 2016 (see Note 2) only represented 3.4% of the total trade and other receivables at December 31, 2016 (2015: one client representing 2%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

The ageing of trade and other receivables is as follows:

(in thousands of USD)
  
2016
    
2015
  
             
Not past due
    
155,950
      
206,771
  
Past due 0-30 days
    
1,261
      
5,569
  
Past due 31-365 days
    
7,666
      
4,216
  
More than one year
    
1,465
      
2,524
  
Total trade and other receivables
    
166,342
      
219,080
  



Past due amounts are not impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2016 55.72% (2015: 58.32%) of the total trade and other receivables relate to TI Pool which are paid after completion of the voyages but which only deals with oil

Non-current receivables mainly consist of shareholder's loans to joint ventures (see Note 10). As at December 31, 2016 and December 31, 2015, these receivables had no maturity date and were not impaired.

Cash and cash equivalents

The Group held cash and cash equivalents of USD 206.7 million at December 31, 2016 (2015: USD 131.7 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 12).

Derivatives

Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
F-50
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 18 - Financial instruments - market and other risks (Continued)

Guarantees

The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 31, 2016, the Group has issued a guarantee to certain banks in respect of credit facilities granted to 2 joint ventures (see Note 25).
Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.

The following are the remaining contractual maturities of financial liabilities:

   
Contractual cash flows December 31, 2015
  
(in thousands of USD)
  
Carrying Amount
    
Total
    
Less than 1 year
    
Between 1 and 5 years
    
More than 5 years
  
Non derivative financial liabilities
                              
Bank loans (Note 15)
    
1,052,448
      
1,174,016
      
108,395
      
906,286
      
159,335
  
Current trade and other payables * (Note 17)
    
62,218
      
62,218
      
62,218
      
−
      
−
  
Non-current other payables (Note 17)
    
−
      
−
      
−
      
−
      
−
  
     
1,114,666
      
1,236,234
      
170,613
      
906,286
      
159,335
  
                                         
Derivative financial liabilities
                                        
Interest rate swaps (Note 17)
    
−
      
−
      
−
      
−
      
−
  
Forward exchange contracts (Note 17)
    
−
      
−
      
−
      
−
      
−
  
     
−
      
−
      
−
      
−
      
−
  
                                         
                                         
   
Contractual cash flows December 31, 2016
  
   
Carrying Amount
    
Total
    
Less than 1 year
    
Between 1 and 5 years
    
More than 5 years
  
Non derivative financial liabilities
                                        
Bank loans (Note 15)
    
1,085,562
      
1,218,702
      
150,630
      
718,950
      
349,122
  
Current trade and other payables * (Note 17)
    
56,113
      
56,113
      
56,113
      
−
      
−
  
Non-current other payables (Note 17)
    
−
      
−
      
−
      
−
      
−
  
     
1,141,675
      
1,274,815
      
206,743
      
718,950
      
349,122
  
                                         
Derivative financial liabilities
                                        
Interest rate swaps (Note 17)
    
−
      
−
      
−
      
−
      
−
  
Forward exchange contracts (Note 17)
    
−
      
−
      
−
      
−
      
−
  
     
−
      
−
      
−
      
−
      
−
  



* Deferred income (see Note 17), which are not financial liabilities, are not included.

The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.

The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.

Market risk

Tanker market risk

The spot tanker freight market is a highly volatile global market and the Group cannot predict what the market will be. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot will vary according to the many factors affecting both the spot and fixed time charter contract markets.
F-51
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 18 - Financial instruments - market and other risks (Continued)
Every increase (decrease) of 1,000 USD on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:

(effect in thousands of USD)
  
2016
    
2015
    
2014
  
   
Profit or loss
    
Profit or loss
    
Profit or loss
  
   
1,000 USD
    
1,000 USD
    
1,000 USD
    
1,000 USD
    
1,000 USD
    
1,000 USD
  
   
Increase
    
Decrease
    
Increase
    
Decrease
    
Increase
    
Decrease
  
     
14,140
      
(14,140
)
    
12,972
      
(12,972
)
    
9,941
      
(9,941
)



Interest rate risk

In the past the Group hedged part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group uses various interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2016, the Group has no such instruments in place.
At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:

(in thousands of USD)
  
2016
    
2015
  
             
FIXED RATE INSTRUMENTS
            
Financial assets
    
−
      
−
  
Financial liabilities
    
−
      
−
  
     
−
      
−
  
                 
VARIABLE RATE INSTRUMENTS
                
Financial liabilities
    
1,085,562
      
1,052,448
  
     
1,085,562
      
1,052,448
  



Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.

Cash flow sensitivity analysis for variable rate instruments

A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

   
Profit or Loss
    
Equity
  
   
50 BP
    
50 BP
    
50 BP
    
50 BP
  
(effect in thousands of USD)
  
Increase
    
Decrease
    
Increase
    
Decrease
  
                         
December 31, 2014
                        
Variable rate instruments
    
(4,257
)
    
4,257
      
−
      
−
  
Interest rate swaps
    
−
      
−
      
−
      
−
  
Cash Flow Sensitivity (Net)
    
(4,257
)
    
4,257
      
−
      
−
  
                                 
December 31, 2015
                                
Variable rate instruments
    
(5,670
)
    
5,670
      
−
      
−
  
Interest rate swaps
    
−
      
−
      
−
      
−
  
Cash Flow Sensitivity (Net)
    
(5,670
)
    
5,670
      
−
      
−
  
                                 
                                 
December 31, 2016
                                
Variable rate instruments
    
(5,315
)
    
5,315
      
−
      
−
  
Interest rate swaps
    
−
      
−
      
−
      
−
  
Cash Flow Sensitivity (Net)
    
(5,315
)
    
5,315
      
−
      
−
  
                                 



F-52
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 18 - Financial instruments - market and other risks (Continued)
Currency risk

The Group's exposure to currency risk is related to its operating expenses expressed in Euros. In 2016 about 17.4% (2015: 17.4% and 2014: 13.5%) of the Group's total operating expenses were incurred in Euros. Revenue and the financial instruments are expressed in USD only.

(in thousands of USD)
December 31, 2016
  
December 31, 2015
  
December 31, 2014
  
 
EUR
  
USD
  
EUR
  
USD
  
EUR
  
USD
  
Trade payables
    
(8,725
)
    
(9,383
)
    
(9,913
)
    
(13,121
)
    
(8,646
)
    
(13,198
)
Operating expenses
    
(92,608
)
    
(440,830
)
    
(89,457
)
    
(425,806
)
    
(65,691
)
    
(421,300
)



For the average and closing rates applied during the year, we refer to Note 27.

In the past, Euronav had entered into an agreement with a third party financial advisor with the aim to manage the risk from adverse movements in EUR/USD exchange rates. The program used a financial trading strategy called Currency Overlay Management Strategy which managed the equivalent of EUR 40.0 million exposures on a yearly basis. The currency overlay manager conducted foreign-exchange hedging by selectively placing and removing hedges to achieve the objectives set by us. On July 29, 2016, Euronav terminated this agreement.

The net impact of this program on the Group's consolidated statement of profit or loss for the year ending December 31, 2016 was a loss of USD 0.9 million (2015: loss of USD 1.0 million and 2014: loss of USD 0.1 million).
Sensitivity analysis
 
A 10 percent strengthening of the EUR against the USD at December 31, would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

(in thousands of USD)
2016
  
2015
  
2014
  
             
Equity
    
532
      
473
      
662
  
Profit or loss
    
(10,025
)
    
(9,565
)
    
(9,124
)



A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.

Master netting or similar agreements
 
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

Capital management
 
Euronav is continuously optimizing its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:

•
an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least USD 50.0 million or 5% of the Group's total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•
an amount of cash of at least USD 30.0 million; and
•
a ratio of Stockholders' Equity to Total Assets of at least 30%

Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.
F-53
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016




Note 18 - Financial instruments - market and other risks (Continued)
The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:

•
effect changes in management of the Group's vessels;
•
transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;
•
declare and pay dividends, (with respect to each of the Group's joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and
•
incur additional indebtedness.

A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

As of December 31, 2016, December 31, 2015 and December 31, 2014, the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2016, as described above:

1.
current assets on a consolidated basis exceeded current liabilities by USD 540.1 million
2.
aggregated cash was USD 562.5 million
3.
cash was USD 206.7 million
4.
ratio of Stockholders' Equity to Total Assets was 62%

Notwithstanding our Board of Directors' primary obligation to act in the best interest of the Company and in doing so always to consider alternatives for use of cash that might otherwise be distributed as dividends, such as the purchase by us of our own shares, the accelerated amortization of debt or the acquisition of vessels which we consider at that time to be accretive to shareholders' value, the Board has adopted the following current dividend payment policy: the Company intends to distribute to our shareholders 80% of our annual net consolidated profit excluding exceptional items (such as gains on the disposal of vessels).
F-54
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016

Note 19 - Operating leases
Leases as lessee
Future minimum lease payments
The Group leases in some of its vessels under time charter and bare boat agreements (operating leases). The future minimum lease payments with an average duration of 5 years under non-cancellable leases are as follows:

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Less than 1 year
    
(32,120
)
    
(15,012
)
Between 1 and 5 years
    
(127,644
)
    
−
  
More than 5 years
    
−
      
−
  
                 
Total future lease payments
    
(159,764
)
    
(15,012
)



Options to extend the charter period, if any, have not been taken into account when calculating the future minimum lease payments.

As discussed in Note 8, the Group entered into a five year leaseback agreement for four VLCCs on December 16, 2016. The sale of the vessels occurred on December 22, 2016 and the charter period has a duration of 5 years, therefore ending on December 22, 2021. Under these leaseback agreements there is a sellers credit of USD 4.5 million of the sale price that becomes immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also becomes due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and USD 17.5 million (for the oldest VLCC) or USD 19.5 million (for the other vessels). Furthermore, the Group provides a residual guarantee to the owners in the aggregate amount of up to USD 20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if the vessel is sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between USD 26.5 million and USD 32.5 million (for the oldest VLCC) or between USD 28.5 million and USD 34.5 million (for the other vessels).

The Group analyzed the classification of the leaseback agreements based on the primary lease classification criteria and the supplemental indicators in IAS 17, and determined that these agreements qualified as operating leases.

Non-cancellable operating lease rentals for office space and company cars with an average duration of 3 years are payable as follows:

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Less than 1 year
    
(2,297
)
    
(2,448
)
Between 1 and 5 years
    
(5,070
)
    
(6,826
)
More than 5 years
    
(1,183
)
    
(2,665
)
                 
Total non-cancellable operating lease rentals
    
(8,550
)
    
(11,939
)



Amounts recognized in profit and loss

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Bareboat charter
    
(792
)
    
−
      
(3,584
)
Time charter
    
(16,921
)
    
(25,849
)
    
(32,080
)
Office rental
    
(2,219
)
    
(2,581
)
    
(1,579
)
                         
Total recognized in profit and loss
    
(19,932
)
    
(28,430
)
    
(37,243
)




Leases as lessor
Future minimum lease receivables
The Group leases out some of its vessels under time charter agreements (operating leases). The future minimum lease receivables with an average duration of 11 months under non-cancellable leases are as follows:


F-55
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 19 - Operating leases (Continued)

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Less than 1 year
    
150,450
      
217,480
  
Between 1 and 5 years
    
35,083
      
168,416
  
More than 5 years
    
−
      
−
  
                 
Total future lease receivables
    
185,534
      
385,896
  



The amounts shown in the table above include the Group's share of operating leases of joint ventures.

On some of the abovementioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.

At December 31, 2016, Euronav and its subsidiaries, without joint ventures, have future minimum lease receivables less than one year of USD 108.5 million (2015: USD 152.1 million) and future minimum lease receivables between 1 and 5 years of USD 35.1 million (2015: USD 126.5 million).

Non-cancellable operating lease rentals for office space with an average duration of 4 years are receivable as follows:

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Less than 1 year
    
806
      
948
  
Between 1 and 5 years
    
2,644
      
3,360
  
More than 5 years
    
878
      
1,854
  
                 
Total future lease receivables
    
4,328
      
6,162
  



The above operating lease rentals receivable relate entirely to the Group's leased offices for Euronav UK.
Euronav UK has sublet part of the office space to six different subtenants, of which four starting in 2014, one in 2015 and one in 2016.
Amounts recognized in profit and loss

(in thousands of USD)
  
2016
    
2015
    
2014
  
                   
Bareboat charter
    
−
      
−
      
−
  
Time charter
    
140,227
      
126,091
      
132,118
  
Office rental
    
878
      
879
      
337
  
                         
Total recognized in profit and loss
    
141,105
      
126,970
      
132,455
  




Note 20 - Provisions and contingencies
The Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group's financial position.
F-56
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 21 - Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries (see Note 23) and equity-accounted investees (see Note 25) and with its directors and executive officers (see Note 22).

Transactions with key management personnel
The total amount of the remuneration paid to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:

(in thousands of EUR)
  
2016
    
2015
    
2014
  
                   
Total remuneration
    
1,145
      
1,591
      
1,401
  



The Nominating and Remuneration Committee annually reviews the remuneration of the members of the Executive Committee. The remuneration (excluding the CEO) consists of a fixed and a variable component and can be summarized as follows:

(in thousands of EUR)
  
2016
    
2015
    
2014
  
                   
Total fixed remuneration
    
1,175
      
1,176
      
1,068
  
of which
                        
Cost of pension
    
35
      
35
      
32
  
Other benefits
    
57
      
57
      
55
  
                         
Total variable remuneration
    
1,079
      
2,508
      
3,530
  
of which
                        
Share-based payments
    
388
      
1,126
      
2,796
  



All amounts mentioned refer to the Executive Committee in its official composition throughout 2016.

The remuneration of the CEO can be summarized as follows:

                   
(in thousands of GBP)
  
2016
    
2015
    
2014
  
                   
Total fixed remuneration
    
394
      
394
      
375
  
of which
                        
Cost of pension
    
−
      
−
      
13
  
Other benefits
    
11
      
11
      
11
  
                         
Total variable remuneration
    
437
      
863
      
1,020
  
of which
                        
Share-based payments
    
171
      
333
      
725
  



Within the framework of a stock option plan, the board of directors has granted on December 16, 2013 options on its 1,750,000 treasury shares to the members of the Executive Committee for no consideration but with conditions (see Note 22). 525,000 options were granted to the CEO and 1,225,000 options were granted to the other members of the Executive Committee. The exercise price of the options is EUR 5.7705. All of the beneficiaries have accepted the options granted to them. In 2015 1,283,333 options were exercised. In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options. At the date of this report all of the remaining options are vested. In addition, the board of directors has granted on February 12, 2015 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. On February 2, 2016, the board of directors granted 54,616 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award (see Note 22).

Relationship with CMB
In 2004, Euronav split from Compagnie Maritime Belge (CMB). CMB renders some administrative and general services to Euronav. In 2016 CMB invoiced a total amount of USD 17,731 (2015: USD 0 and 2014: USD 17,745).
F-57
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 21 - Related parties (Continued)
Relationship with Saverco
Saverco, an entity having significant influence over Euronav through its 10.69% shareholding and a common board member, has rendered in the past travel services to Euronav on a transactional basis. In 2016, Saverco invoiced a total amount of USD 0 (2015: 0 and 2014: USD 15,828).
Properties
The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB and Exmar. Under this lease, the Group paid an annual rent of USD 175,572 in 2016 (2015: USD 178,104 and 2014: USD 207,738). This lease expires on August 31, 2021.

The Group leases office space, through our subsidiary Euronav Ship Management Hellas, in Piraeus, Greece, from Nea Dimitra Ktimatiki Kai Emporik S.A., an entity controlled by Ceres Shipping. Mr. Livanos, a former member of our board acting as permanent representative of TankLog until his resignation on December 3, 2015, is the Chairman and sole shareholder of Ceres Shipping. Under this lease, the Group paid an annual rent of USD 199,873 in 2016 (2015: USD 184,791 and 2014: USD 198,822). This lease expires on December 31, 2017.

The Group subleases office space in its new London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to sublease agreements, dated September 25, 2014, with GasLog Services UK Limited and Unisea Maritime Limited, both parties related to Peter Livanos. Under these subleases, the Company received in 2016 a rent of USD 443,643 (2015: USD 495,507 and 2014: USD 169,052). This sublease expires on April 27, 2023.

The Company also subleases office space in its new London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated 25 September 2014, with Tankers (UK) Agencies Limited, a wholly-owned subsidiary of Tankers International LLC, of which the Group owns 40 per cent of the outstanding interests. Under this sublease, the Company received in 2016 a rent of USD 232,882 (2015: USD 260,108 and 2014: USD 88,738). This sublease expires on April 27, 2023.
Registration Rights
On January 28, 2015 the Group entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman, Marc Saverys, or the Saverco Shareholders.

Pursuant to the registration rights agreement, each of the Ceres Shareholders as a group and the Saverco Shareholders as a group will be able to piggyback on the others' demand registration. The Ceres Shareholders and the Saverco Shareholders are only treated as having made their request if the registration statement for such shareholder group's shares is declared effective. Once we are eligible to do so, commencing 12 calendar months after the Ordinary Shares have been registered under the Exchange Act, the Ceres Shareholders and the Saverco Shareholders may require us to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Ceres Shareholders and the Saverco Shareholders can also exercise piggyback registration rights to participate in certain registrations of ordinary shares by us. All expenses relating to the registrations, including the participation of our executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with one-day or overnight transactions, will be borne by us. The registration rights agreement also contains provisions relating to indemnification and contribution. There are no specified financial remedies for non-compliance with the registration rights agreement. At December 31, 2016, no rights were exercised by any of the parties under the registration rights agreement.

Transactions with subsidiaries and joint ventures
On March 15, 2013, the Group sold the Suezmax Cap Isabella (2013 – 157,258 dwt) to Belle Shipholdings Ltd. Peter Livanos, at that time the vice-chairman of the board of directors of the Group directly or indirectly holds an important participation in Belle Shipholdings Ltd. Peter Livanos, as the permanent representative of Tanklog Holdings Ltd., notified Euronav's Board of Directors which met on March 14, 2013, that pursuant to the provisions of the Belgian Code of Companies relating to the existence of conflicts of interest, he had a direct or indirect patrimonial interest that conflicts with the interests of the Company in respect of this sale and therefore, did not participate in the deliberation or the vote that authorized the Group to sell the Cap Isabella on the basis of current market values.
F-58
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 21 - Related parties (Continued)
The Cap Isabella was a newbuilding from Samsung Heavy Industries. The Group chartered the ship back on bareboat for a fixed period of 2 years with 3 options in favor of the charterer to extend for a further year. In case of a sale by the new owner during the bareboat charter contract the Group would also share in any surplus if the vessel value exceeded a certain threshold. The net selling price of the vessel was USD 52.9 million.

On July 31, 2014, the Cap Isabella was in its turn sold by its owner, Belle Shipholdings Ltd., a company related to Euronav, to a third-party and was delivered to its new owner on October 8, 2014. As the original sale and lease back agreement between the Group and Belle Shipholdings Ltd. included a profit sharing mechanism for a future sale, a capital gain on disposal of assets was recorded in the fourth quarter of 2014 for a total amount of USD 4.3 million (see Note 8).

The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions which are always similar for the other party involved in the joint venture in question (see below and Note 25).

On 20 May, 2016, the Group announced that it had agreed with Bretta Tanker Holdings Inc. ("Bretta") to terminate its Suezmax joint ventures and to enter into a share swap and claims transfer agreement. The joint ventures covered four Suezmax vessels: the Captain Michael (2012 - 157,648 dwt), the Maria (2012 - 157,523 dwt), the Eugenie (2010 - 157,672 dwt) and the Devon (2011 - 157,642 dwt). Euronav assumed full ownership of the two companies owning the two youngest vessels, the Captain Michael and the Maria, and Bretta assumed full ownership of the two companies owning the Eugenie and the Devon (see Note 24).

Balances and transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of outstanding balances and transactions between the Group and its joint ventures are disclosed below:

As of end for the year ended December 31, 2015
                    
                               
(in thousands of USD)
  
Trade receivables
    
Trade payables
    
Shareholders Loan
    
Turnover
    
Dividend Income
  
                               
TI Africa Ltd
    
366
      
−
      
149,615
      
360
      
−
  
TI Asia Ltd
    
247
      
−
      
72,397
      
360
      
−
  
Fiorano Shipholding Ltd
    
110
      
32
      
28,141
      
687
      
−
  
Fontvieille Shipholding Ltd
    
176
      
30
      
23,507
      
753
      
−
  
Larvotto Shipholding Ltd
    
770
      
21
      
26,141
      
653
      
−
  
Moneghetti Shipholding Ltd
    
2,114
      
44
      
17,949
      
609
      
−
  
Great Hope Enterprises Ltd
    
−
      
−
      
−
              
275
  
Kingswood Co. Ltd
    
−
      
−
      
−
              
−
  
Total
    
3,783
      
127
      
317,749
      
3,423
      
275
  
                                         
                                         
As of end for the year ended December 31, 2016
                          
                                         
(in thousands of USD)
  
Trade receivables
    
Trade payables
    
Shareholders Loan
    
Turnover
    
Dividend Income
  
                                         
TI Africa Ltd
    
241
      
−
      
137,615
      
360
      
−
  
TI Asia Ltd
    
303
      
−
      
65,897
      
360
      
−
  
Fiorano Shipholding Ltd
    
−
      
−
      
−
      
265
      
−
  
Fontvieille Shipholding Ltd
    
−
      
−
      
−
      
249
      
−
  
Larvotto Shipholding Ltd
    
−
      
−
      
−
      
275
      
−
  
Moneghetti Shipholding Ltd
    
−
      
−
      
−
      
287
      
−
  
Great Hope Enterprises Ltd
    
−
      
−
      
−
      
−
      
28
  
Kingswood Co. Ltd
    
−
      
−
      
−
      
−
      
23,450
  
Total
    
544
      
−
      
203,512
      
1,795
      
23,478
  



Guarantees
The Group has provided guarantees to financial institutions that have provided credit facilities to its joint ventures. As of December 31, 2016 USD 75.3 million (2015: USD 251.6 million) was outstanding under the joint venture loan agreements, of which the Group has guaranteed USD 37.7 million (2015: USD 125.8 million) (see Note 25).
F-59
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 22 - Share-based payment arrangements
Description of share-based payment arrangements:
At December 31, 2016, the Group had the following share-based payment arrangements:
Share option programs (Equity-settled)
On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel.

The Group intends to use its treasury shares to settle its obligations under this program. The key terms and conditions related to the grants under these programs are as follows:

Grant date/employees entitled
Number of instruments
Vesting Conditions
Contractual life of Options
Options granted to key management personnel
      
December 16, 2013 ("Tranche 1")
583,000
Share price to be at least EUR 7.5
5 years
December 16, 2013 ("Tranche 2")
583,000
Share price to be at least EUR 8.66
5 years
December 16, 2013 ("Tranche 3")
583,000
Share price to be at least EUR 11.54 and US listing
5 years
Total Share options
1,750,000
    



In addition, 50% of the options can only be exercised at the earliest if the shares of the Group are admitted for listing in a recognized US listing exchange platform (the "listing event"). The other 50% can only be exercised one year after the listing event. If the Group's shares had not been listed on a US listing exchange, then only 2/3 of the shares would be exercisable and would have to meet the first 2 vesting conditions listed above.
Long term incentive plan 2015 (Equity-settled)
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units ('RSU's'), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date.

Long term incentive plan 2016 (Cash-settled)
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016

Measurement of Fair Value
The fair value of the employee share options under the 2013 program and the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.

The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:

 
Share option program 2013
LTIP 2015
(figures in EUR)
Tranche 1
Tranche 2
Tranche 3
Tranche 1
Tranche 2
Tranche 3
Fair value at grant date
2.270
2.260
2.120
1.853
1.853
1.853
Share price at grant date
6.070
6.070
6.070
10.050
10.050
10.050
Exercise price
5.770
5.770
5.770
10.0475
10.0475
10.0475
Expected volatility (weighted average)
40%
40%
40%
39.63%
39.63%
39.63%
Expected life (Days) (weighted average)
303
467
730
365
730
1,095
Expected dividends
−
−
−
8%
8%
8%
Risk-free interest rate
1%
1%
1%
0.66%
0.66%
0.66%




F-60

EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 22 - Share-based payment arrangements (Continued)
Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.

The fair value of the RSUs under the 2015 LTIP was measured with reference to the Euronav share price at the grant date. All of the RSUs granted on February 12, 2015 remained outstanding as of December 31, 2016 and had not yet vested.

The liability in respect of its obligations under the LTIP 2016 is measured based on the Company's share price at the reporting date and taking into account the extent to which the services have been rendered to date. All of the phantom stocks granted on February 2, 2016 remained outstanding as of December 31, 2016. The Company's share price was EUR 10,613 at the grant date of the LTIP 2016, and was EUR 7.579 as at December 31, 2016.
Expenses recognized in profit or loss
For details on related employee benefits expense see Note 5. The expense related to the LTIP 2016 (USD 175,000) is included in the Provision for employee benefits.

Reconciliation of outstanding share options
The number and weighted-average exercise prices of options under the 2013 program and the 2015 LTIP are as follows:

(figures in EUR)
  
Number of options 2016
    
Weighted average exercise price 2016
    
Number of options 2015
    
Weighted average exercise price 2015
  
Outstanding at January 1
    
703,257
      
7.209
      
1,750,000
      
5.770
  
Forfeited during the year
    
−
      
−
      
−
      
−
  
Exercised during the year
    
(116,667
)
    
5.770
      
(1,283,333
)
    
5.770
  
Granted during the year
    
−
      
−
      
236,590
      
10.0475
  
Outstanding at December 31
    
586,590
      
7.495
      
703,257
      
7.209
  
Vested at December 31
    
428,863
      
−
      
466,667
      
−
  



In May 2015, the holders exercised 2/3 of the share options under the 2013 program which resulted in the sale of 1,166,666 treasury shares. In December 2015 an additional 116,667 of share options were exercised under the 2013 program, resulting in the sale of a corresponding number of treasury shares. In February 2015 236,590 share options were granted related to the 2015 long term incentive plan.

In 2016 the Company bought back 692,415 shares and delivered 116,667 shares upon the exercise of share options under the 2013 program.

The weighted-average share price at the date of exercise for the share options exercised in 2016 was EUR 8.99 (2015: EUR 11.65).
F-61


Note 23 - Group entities

 
Country of incorporation
  
Consolidation method
Ownership interest
                     
         
December 31, 2016
    
December 31, 2015
  
December 31, 2014
Parent
                    
Euronav NV
Belgium
full
  
100.00%
    
100.00%
  
100.00%
                     
Subsidiaries
                    
Euronav Tankers NV
Belgium
full
  
100.00%
    
100.00%
  
100.00%
Euronav Shipping NV
Belgium
full
  
100.00%
    
100.00%
  
100.00%
Euronav (UK) Agencies Limited
UK
full
  
100.00%
    
100.00%
  
100.00%
Euronav Luxembourg SA
Luxembourg
full
  
100.00%
    
100.00%
  
100.00%
Euronav sas
France
full
  
100.00%
    
100.00%
  
100.00%
Euronav Ship Management sas
France
full
  
100.00%
    
100.00%
  
100.00%
Euronav Ship Management Ltd
Liberia
full
  
100.00%
    
100.00%
  
100.00%
Euronav Ship Management Hellas (branch office)
                    
Euronav Hong Kong
Hong Kong
full
  
100.00%
    
100.00%
  
100.00%
Euro-Ocean Ship Management (Cyprus) Ltd
Cyprus
full
  
100.00%
    
100.00%
  
100.00%
Euronav Singapore
Singapore
  
full
  
100.00%
    
100.00%
  
NA
Fiorano Shipholding Ltd
Hong Kong
full
  
100.00%
    
NA
  
NA
Larvotto Shipholding Ltd
Hong Kong
full
  
100.00%
    
NA
  
NA
                     
                     
Joint ventures
                  
                     
Africa Conversion Corp.
Marshall Islands
  
equity
  
NA
    
NA
  
50.00%
Asia Conversion Corp.
Marshall Islands
  
equity
  
NA
    
NA
  
50.00%
Fiorano Shipholding Ltd
Hong Kong
equity
  
NA
    
50.00%
  
50.00%
Fontvieille Shipholding Ltd
Hong Kong
equity
  
NA
    
50.00%
  
50.00%
Great Hope Enterprises Ltd
Hong Kong
equity
  
NA
    
50.00%
  
50.00%
Kingswood Co. Ltd
Marshall Islands
  
equity
  
50.00%
    
50.00%
  
50.00%
Larvotto Shipholding Ltd
Hong Kong
equity
  
NA
    
50.00%
  
50.00%
Moneghetti Shipholding Ltd
Hong Kong
equity
  
NA
    
50.00%
  
50.00%
Seven Seas Shipping Ltd
Marshall Islands
  
equity
  
50.00%
    
50.00%
  
50.00%
TI Africa Ltd
Hong Kong
equity
  
50.00%
    
50.00%
  
50.00%
TI Asia Ltd
Hong Kong
equity
  
50.00%
    
50.00%
  
50.00%
                     
                     
Associates
                    
                     
Tankers International LLC
Marshall Islands
equity
  
40.00%
    
40.00%
  
40.00%
VLCC Chartering Ltd
Marshall Islands
equity
  
20.00%
    
20.00%
  
20.00%




Although the Group is the owner of 72% (2015: 62.86%) of the vessels participating in TI Pool operated by Tankers International LLC, the Group has no majority of voting rights as this is based on the actual shares owned by the Group which is only 40 per cent. Therefore Tankers International LLC is accounted for as an associate.

In 2015 two joint ventures, Asia Conversion Corporation and Africa Conversion Corporation, were dissolved.

In 2016, the Group transferred its equity interests in Moneghetti Shipholding Ltd. and Fontvieille Shipholding Ltd. and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. As a result, the Group's equity interest in Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100% (see Note 24). In 2016 one joint venture, Great Hope Enterprises Ltd has been dissolved.

F-62
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 24 - Business combinations
On May 20, 2016, the Group announced the termination of the joint ventures with Bretta Tanker Holdings, Inc. covering four Suezmax vessels. Euronav assumed full ownership of the companies owning the two youngest vessels, the Captain Michael (2012 - 157,648 dwt) and the Maria (2012 - 157,523 dwt) on June 2, 2016.

On June 2, 2016, the Group entered into a share swap and claims transfer agreement whereby:

•
The Group transferred its equity interests in Moneghetti Shipholding Ltd. (hereafter 'Moneghetti') and Fontvieille Shipholding Ltd. (hereafter 'Fontvieille') and acquired Bretta Tanker Holdings' equity interests in Fiorano Shipholding Ltd. (hereafter 'Fiorano') and Larvotto Shipholding Ltd. (hereafter 'Larvotto'); and
•
The Group transferred its claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta Tanker Holdings' claims arising from the shareholder loans to Fiorano and Larvotto.

As a result, the Group's equity interest in both Fiorano and Larvotto increased from 50% to 100% giving the Group control of both companies. The Group no longer has an equity interest in Moneghetti and Fontvieille. Before the swap agreement, the Group accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016.

With this transaction, the Group has become the full owner of the two youngest vessels, the Captain Michael and the Maria, while Bretta has become the full owner of the Devon and the Eugenie.

Consideration transferred

(in thousands of USD)
  
Fair value at acquisition date
  
       
Cash
    
15,110
  
Shares in Fontvieille and Moneghetti
    
(21,498
)
Shareholders' loan receivable
    
39,973
  
         
Total consideration transferred
    
33,585
  



Contribution to revenue and profit/loss
Since their acquisition by the Group on June 2, 2016, the 2 acquired companies contributed revenue of USD 4.8 million and a profit of USD 0.1 million to the Group's consolidated results. If the acquisition had occurred on 1 January 2016, management estimates that the Group's consolidated revenue would have been USD 698.3 million and consolidated profit for the twelve month period ended December 31, 2016 would have been USD 205.1 million. In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2016.

Acquisition related costs
The Group did not incur any material acquisition-related costs for the business combination and these costs were expensed as incurred.
Step acquisition
The transaction resulted in a loss of USD 24.2 million. This loss has been recognized in the consolidated statement of profit or loss under the heading 'Loss on disposal of investments in equity accounted investees'. In accordance with IFRS 3 (Business Combinations), Euronav accounted for this transaction as a step acquisition and therefore had to re-measure at the acquisition date to fair value Euronav's non-controlling equity interest in the two joint ventures it acquired (loss of USD 13.5 million) as well as to measure at fair value the consideration transferred, including Euronav's interest in the other two joint ventures (loss of USD 10.7 million). At acquisition date, the fair value of the Group's non-controlling interest in the two acquired joint ventures amounted to USD (18.6) million.

F-63
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
Note 24 - Business combinations (Continued)
Identifiable assets acquired and liabilities assumed
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date.

(in thousands of USD)
  
Fair value at acquisition date
  
       
Property, plant and equipment (Note 8)
    
120,280
  
Trade receivables
    
3,685
  
Cash and cash equivalents
    
8,355
  
Loans and borrowings (Note 15)
    
(61,065
)
Trade and other payables
    
(4,086
)
         
Total identifiable net assets acquired
    
67,169
  


 
Measurement of fair values

Assets acquired
Valuation techniques
Property, plant and equipment
The price was agreed among parties by reference to valuation reports by brokers


 
Goodwill
The transaction did not give rise to the recognition of any goodwill:

(in thousands of USD)
  
Fair value at acquisition date
  
       
Consideration transferred
    
33,585
  
Fair value of pre-existing interests in Larvotto and Fiorano
    
(18,633
)
Fair value of identifiable net assets
    
(67,169
)
Fair value of shareholders' loan liabilities versus Bretta Tanker Holdings, transferred to Euronav
    
52,217
  
         
Goodwill
    
−
  


 
 
 
F-64
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 25 - Equity-accounted investees

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Assets
            
Interest in joint ventures
    
16,867
      
20,425
  
Interest in associates
    
1,546
      
1,212
  
TOTAL ASSETS
    
18,413
      
21,637
  
                 
Liabilities
                
Interest in joint ventures
    
−
      
−
  
Interest in associates
    
−
      
−
  
TOTAL LIABILITIES
    
−
      
−
  




Associates

(in thousands of USD)
  
December 31, 2016
    
December 31, 2015
  
             
Carrying amount of interest at the beginning of the period
    
1,212
      
1,027
  
Group's share of profit (loss) for the period
    
334
      
185
  
Group's share of other comprehensive income
    
−
      
−
  
Carrying amount of interest at the end of the period
    
1,546
      
1,212
  


 
The Group distinguishes the following associates:

Associate
Segment
Description
            
Tankers International LLC
Tankers
The manager of the TI Pool who commercially manages the majority of the Group's VLCCs
VLCC Chartering Ltd
Tankers
Chartering joint venture which provides customers with a unique access to the combined fleets of Frontline and TI Pool




Joint Ventures
The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:

   
ASSET
    
LIABILITY
  
(in thousands of USD)
  
Investments in equity accounted investees
    
Shareholders loans
    
Investments in equity accounted investees
    
Shareholders loans
  
Gross balance
    
(110,702
)
    
392,922
      
(5,880
)
    
−
  
Offset investment with shareholders loan
    
133,406
      
(133,406
)
    
−
      
−
  
Balance at January 1, 2014
    
22,704
      
259,516
      
(5,880
)
    
−
  
                                 
Group's share of profit (loss) for the period
    
29,668
      
−
      
−
      
−
  
Group's share of other comprehensive income
    
2,106
      
−
      
−
      
−
  
Capital increase/(decrease) in joint ventures
    
(1,000
)
    
−
      
−
      
−
  
Dividends received from joint ventures
    
(9,410
)
    
−
      
−
      
−
  
Movement shareholders loans to joint ventures
    
−
      
(29,508
)
    
−
      
−
  
                                 
Gross balance
    
(89,338
)
    
363,414
      
(5,880
)
    
−
  
Offset investment with shareholders loan
    
105,643
      
(105,643
)
    
−
      
−
  
Balance at December 31, 2014
    
16,305
      
257,771
      
(5,880
)
    
−
  
                                 
Group's share of profit (loss) for the period
    
51,407
      
−
      
−
      
−
  
Group's share of other comprehensive income
    
1,610
      
−
      
−
      
−
  
Capital increase/(decrease) in joint ventures
    
(1,500
)
    
−
      
5,880
      
−
  
Dividends received from joint ventures
    
(275
)
    
−
      
−
      
−
  
Movement shareholders loans to joint ventures
    
−
      
(45,665
)
    
−
      
−
  
                                 
Gross balance
    
(38,095
)
    
317,749
      
−
      
−
  
Offset investment with shareholders loan
    
58,520
      
(58,520
)
    
−
      
−
  
Balance at December 31, 2015
    
20,425
      
259,229
      
−
      
−
  






F-65
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 25 - Equity-accounted investees (Continued)

   
ASSET
    
LIABILITY
  
(in thousands of USD)
  
Investments in equity accounted investees
    
Shareholders loans
    
Investments in equity accounted investees
    
Shareholders loans
  
Group's share of profit (loss) for the period
    
40,161
      
−
      
−
      
−
  
Group's share of other comprehensive income
    
1,224
      
−
      
−
      
−
  
Group's share on upstream transactions
    
4,646
      
−
      
−
      
−
  
Capital increase/(decrease) in joint ventures
    
(3,737
)
    
−
      
−
      
−
  
Dividends received from joint ventures
    
(23,478
)
    
−
      
−
      
−
  
Movement shareholders loans to joint ventures
    
−
      
(18,499
)
    
−
      
−
  
Business combinations
    
15,981
      
(95,738
)
    
−
      
−
  
                                 
Gross balance
    
(3,298
)
    
203,512
      
−
      
−
  
Offset investment with shareholders loan
    
20,165
      
(20,165
)
    
−
      
−
  
Balance at December 31, 2016
    
16,867
      
183,348
      
−
      
−
  



The Group's share on upstream transactions relates to the buy-out of the joint venture partner to obtain full control of the VLCC V.K. Eddie. On November 23, 2016, the Group purchased the VLCC V.K. Eddie from its 50% joint venture Seven Seas Shipping Ltd. In the Group's consolidated financial statements, 50% of the gain recognized on this transaction by Seven Seas Shipping Ltd. was eliminated.

The decrease in the balance of shareholders' loans to joint ventures since December 31, 2015 is primarily due to the disposal of two joint ventures and the acquisition of two other joint ventures on June 2, 2016, as set out in Note 24, resulting in the settlement or consolidation, respectively, of the Group's shareholders' loan balances versus these entities. For more details, we refer to the table summarizing the financial information of the Groups' joint ventures further below.

Joint venture
Segment
Description
          
Great Hope Enterprises Ltd
Tankers
No operating activities, liquidated in 2016
    
Kingswood Co. Ltd
Tankers
Holding company; parent of Seven Seas Shipping Ltd. and to be liquidated in the future
Seven Seas Shipping Ltd
Tankers
Formerly owner of 1 VLCC bought in 2016 by Euronav
Fiorano Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, acquired Bretta's equity interest in 2016
Larvotto Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, acquired Bretta's equity interest in 2016
Fontvieille Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
Moneghetti Shipholding Ltd
Tankers
Single ship company, owner of 1 Suezmax, sold our equity interest to Bretta in 2016
TI Africa Ltd
FSO
Operator and owner of a single floating storage and offloading facility (FSO Africa) *
TI Asia Ltd
FSO
Operator and owner of a single floating storage and offloading facility (FSO Asia) *
Africa Conversion Corp
FSO
No operating activities, liquidated in 2015
  
Asia Conversion Corp
FSO
No operating activities, liquidated in 2015
  



* Both FSO Asia and FSO Africa are on a time charter contract to Maersk Oil Qatar (MOQ), the current operator of Al Shaheen field, until mid 2017 and a LOA has been signed with NOC, the new operator of the Al Shaheen field.

The following table contains summarized financial information for all of the Group's joint ventures:
F-66
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 25 - Equity-accounted investees (Continued)


   
Asset
  
Liability
                               
(in thousands of USD)
  
Great Hope Enterprises Ltd
Kingswood Co. Ltd
Seven Seas Shipping Ltd
Fiorano Shipholding Ltd
Fontvieille Shipholding Ltd
Larvotto Shipholding Ltd
Moneghetti Shipholding Ltd
TI Africa Ltd
TI Asia Ltd
Total
  
Africa Conversion Corp
Asia Conversion Corp
Total
                               
At December 31, 2014
                              
Percentage ownership interest
50%
50%
50%
50%
50%
50%
50%
50%
50%
    
50%
50%
  
Non-Current assets
  
−
204
34,786
82,883
70,670
77,805
73,433
231,370
224,460
795,611
  
−
−
−
of which Vessel
  
−
−
34,786
82,883
70,670
77,805
73,433
226,239
218,385
784,201
  
−
−
−
Current Assets
  
763
810
7,473
5,445
6,719
6,087
3,786
39,864
64,441
135,388
  
−
−
−
of which cash and cash equivalents
278
−
3,245
711
1,136
1,633
1,218
22,017
31,098
61,336
  
−
−
−
Non-Current Liabilities
  
−
−
6,704
84,894
90,054
81,494
86,997
351,057
297,510
998,710
  
−
−
−
Of which bank loans
  
−
−
6,500
32,063
34,470
33,113
47,750
−
104,200
258,096
  
−
−
−
Current Liabilities
  
130
2
4,591
15,341
7,773
16,097
5,251
32,351
29,426
110,962
  
6,880
4,880
11,760
Of which bank loans
  
−
−
4,333
4,250
4,000
3,970
4,000
13,750
27,446
61,749
  
−
−
−
Net assets (100%)
  
633
1,012
30,964
(11,907)
(20,438)
(13,699)
(15,029)
(112,174)
(38,035)
(178,673)
  
(6,880)
(4,880)
(11,760)
                               
Group's share of net assets
  
317
506
15,482
(5,954)
(10,219)
(6,850)
(7,515)
(56,087)
(19,018)
(89,337)
  
(3,440)
(2,440)
(5,880)
                               
Shareholders loans to joint venture
−
−
−
26,416
27,792
24,191
19,623
172,055
93,337
363,414
  
−
−
−
                               
Net Carrying amount of interest in joint venture
317
506
15,482
−
−
−
−
−
−
16,305
  
(3,440)
(2,440)
(5,880)
                               
Remaining shareholders loan to joint venture
−
−
−
20,462
17,573
17,342
12,109
115,968
74,319
257,773
  
−
−
−
                               
Revenue
  
113
−
10,228
17,017
15,706
17,092
16,047
62,261
64,096
202,560
  
−
−
−
Depreciations and amortization
−
−
(3,360)
(4,852)
(4,603)
(4,571)
(4,586)
(18,209)
(17,933)
(58,114)
  
−
−
−
Interest Expense
  
(257)
−
(162)
(1,093)
(1,100)
(1,263)
(1,469)
(1,963)
(7,458)
(14,765)
  
−
−
−
Income tax expense
  
−
−
−
−
−
−
−
−
−
−
  
−
−
−
Profit (loss) for the period (100%)
4,510
7
3,504
(1,453)
(2,852)
(1,481)
(1,805)
31,204
27,702
59,336
  
−
−
−
Other comprehensive income (100%)
−
−
−
−
−
  
−
−
4,212
4,212
  
−
−
−
Group's share of profit (loss) for the period
2,255
4
1,752
(727)
(1,426)
(741)
(903)
15,602
13,851
29,668
  
−
−
−
Group's share of other comprehensive income
−
−
−
−
−
−
−
−
2,106
2,106
  
−
−
−



F-67
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 25 - Equity-accounted investees (Continued)

   
Asset
  
Liability
                               
(in thousands of USD)
  
Great Hope Enterprises Ltd
Kingswood Co. Ltd
Seven Seas Shipping Ltd
Fiorano Shipholding Ltd
Fontvieille Shipholding Ltd
Larvotto Shipholding Ltd
Moneghetti Shipholding Ltd
TI Africa Ltd
TI Asia Ltd
Total
  
Africa Conversion Corp
Asia Conversion Corp
Total
                               
At December 31, 2015
                              
Percentage ownership interest
50%
50%
50%
50%
50%
50%
50%
50%
50%
    
50%
50%
  
Non-Current assets
  
−
520
33,052
78,031
65,837
73,234
70,159
215,184
208,405
744,422
  
−
−
−
of which Vessel
  
−
−
33,052
78,031
65,837
73,234
70,159
208,030
200,452
728,794
  
−
−
−
Current Assets
  
102
489
7,463
6,498
4,195
7,873
7,219
12,144
41,744
87,727
  
−
−
−
of which cash and cash equivalents
59
−
1,528
552
186
1,578
4,891
880
30,465
40,139
  
−
−
−
Non-Current Liabilities
  
−
−
521
84,094
77,485
81,424
79,647
303,018
223,552
849,740
  
−
−
−
Of which bank loans
  
−
−
−
27,813
30,470
29,143
43,750
−
75,343
206,518
  
−
−
−
Current Liabilities
  
15
2
239
5,981
6,656
6,621
7,099
1,155
30,832
58,601
  
−
−
−
Of which bank loans
  
−
−
−
4,250
4,000
3,970
4,000
−
28,858
45,078
  
−
−
−
Net assets (100%)
  
87
1,007
39,755
(5,546)
(14,109)
(6,939)
(9,368)
(76,844)
(4,236)
(76,192)
  
−
−
−
                               
Group's share of net assets
  
43
504
19,878
(2,773)
(7,054)
(3,469)
(4,684)
(38,422)
(2,118)
(38,096)
  
−
−
−
                               
Shareholders loans to joint venture
−
−
−
28,141
23,507
26,141
17,949
149,615
72,397
317,749
  
−
−
−
                               
Net Carrying amount of interest in joint venture
43
504
19,878
−
−
−
−
−
−
20,425
  
−
−
−
                               
Remaining shareholders loan to joint venture
−
−
−
25,368
16,453
22,672
13,265
111,193
70,279
259,229
  
−
−
−
                               
Revenue
  
1
−
18,701
21,050
21,509
22,837
21,317
64,627
64,382
234,425
  
−
−
−
Depreciations and amortization
−
−
(3,601)
(4,852)
(4,832)
(4,571)
(4,630)
(18,209)
(17,933)
(58,628)
  
−
−
−
Interest Expense
  
−
−
(102)
(530)
(851)
(644)
(1,170)
(1,220)
(6,106)
(10,623)
  
−
−
−
Income tax expense
  
−
−
−
−
−
−
−
259
106
365
  
−
−
−
Profit (loss) for the period (100%)
3
(4)
11,791
6,361
6,330
6,762
5,661
35,329
30,580
102,814
  
−
−
−
Other comprehensive income (100%)
−
−
−
−
−
  
−
−
3,220
3,220
  
−
−
−
Group's share of profit (loss) for the period
2
(2)
5,895
3,181
3,165
3,381
2,831
17,664
15,290
51,407
  
−
−
−
Group's share of other comprehensive income
−
−
−
−
−
−
−
−
1,610
1,610
  
−
−
−




F-68
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 25 - Equity-accounted investees (Continued)


   
Asset
  
Liability
                               
(in thousands of USD)
  
Great Hope Enterprises Ltd
Kingswood Co. Ltd
Seven Seas Shipping Ltd
Fiorano Shipholding Ltd
Fontvieille Shipholding Ltd
Larvotto Shipholding Ltd
Moneghetti Shipholding Ltd
TI Africa Ltd
TI Asia Ltd
Total
  
Africa Conversion Corp
Asia Conversion Corp
Total
                               
At December 31, 2016
                              
Percentage ownership interest
  
50%
50%
50%
50%
50%
50%
50%
50%
50%
    
50%
50%
  
Non-Current assets
  
−
946
−
−
−
−
−
198,826
192,344
392,116
  
−
−
−
of which Vessel
  
−
−
−
−
−
−
−
189,821
182,519
372,341
  
−
−
−
Current Assets
  
−
76
3,221
−
−
−
−
38,206
47,889
89,392
  
−
−
−
of which cash and cash equivalents
−
−
555
−
−
−
−
26,928
36,591
64,074
  
−
−
−
Non-Current Liabilities
  
−
−
946
−
−
−
−
276,498
132,763
410,207
  
−
−
−
Of which bank loans
  
−
−
−
−
−
−
−
−
−
−
  
−
−
−
Current Liabilities
  
−
2
132
−
−
−
−
863
76,899
77,896
  
−
−
−
Of which bank loans
  
−
−
−
−
−
−
−
−
75,343
75,343
  
−
−
−
Net assets (100%)
  
−
1,020
2,143
−
−
−
−
(40,329)
30,571
(6,595)
  
−
−
−
                               
Group's share of net assets
  
−
510
1,072
−
−
−
−
(20,164)
15,285
(3,298)
  
−
−
−
                               
Shareholders loans to joint venture
−
−
−
−
−
−
−
137,615
65,897
203,512
  
−
−
−
                               
Net Carrying amount of interest in joint venture
−
510
1,072
−
−
−
−
−
15,285
16,867
  
−
−
−
                               
Remaining shareholders loan to joint venture
−
−
−
−
−
−
−
117,451
65,897
183,348
  
−
−
−
                               
Revenue
  
−
−
13,646
7,182
6,404
6,901
7,471
65,188
65,063
171,854
  
−
−
−
Depreciations and amortization
−
−
(3,344)
(2,047)
(2,037)
(1,929)
(2,049)
(18,209)
(17,933)
(47,548)
  
−
−
−
Interest Expense
  
−
−
(3)
(223)
(377)
(288)
(537)
(400)
(4,703)
(6,532)
  
−
−
−
Income tax expense
  
−
−
−
−
−
−
−
(326)
(106)
(432)
  
−
−
−
Profit (loss) for the period (100%)
(32)
12
7,469
1,146
500
1,082
1,270
36,515
32,359
80,322
  
−
−
−
Other comprehensive income (100%)
−
−
−
−
−
  
−
−
2,448
2,448
  
−
−
−
Group's share of profit (loss) for the period
(16)
6
3,735
573
250
541
635
18,257
16,180
40,161
  
−
−
−
Group's share of other comprehensive income
−
−
−
−
−
−
−
−
1,224
1,224
  
−
−
−



F-69
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 25 - Equity-accounted investees (Continued)
Loans and borrowings
In October 2008, TI Asia Ltd and TI Africa Ltd concluded a USD 500 million senior secured credit facility. The facility consists of a term loan of USD 180 million which was used to finance the acquisition of two ULCC vessels, the TI Asia and the TI Africa respectively from Euronav and OSG and a project finance loan of USD 320 million which has been used to finance the conversion of the above mentioned vessels into FSO. The tranche related to FSO Asia matures in 2017 and has a rate of Libor plus a margin of 1.15%. The tranche related to FSO Africa matured in August 2013 with a balloon of USD 45.0 million and had a rate of Libor plus a margin of 2.25%. In 2013, the Africa Tranche was extended until 2015 and on August 28, 2015 it was fully repaid. The total amount drawn under this facility (Euronav share) on December 31, 2016 was USD 37.7 million (2015: USD 52.1 million and 2014: USD 72.7 million).

In the course of 2008, the joint venture companies Fiorano Shipholding Ltd, Fontvieille Shipholding Ltd, Larvotto Shipholding Ltd and Moneghetti Shipholding Ltd concluded pre and post-delivery senior secured credit facilities to build a total of 4 Suezmax Vessels.

All bank loans in the joint ventures are secured by the underlying vessel or FSO.

The following table summarizes the terms and debt repayment profile of the bank loans held by the joint ventures:

(in thousands of USD)
      
December 31, 2016
December 31, 2015
 
Curr.
Nominal interest rate
Year of mat.
Facility size
Drawn
Carrying value
Facility size
Drawn
Carrying value
TI Asia Ltd *
USD
libor +1.15%
2017
75,343
75,343
75,343
104,200
104,200
104,200
Moneghetti Shipholding Ltd *
USD
libor +2.75%
2021
−
−
−
47,750
47,750
47,750
Fontvieille Shipholding Ltd *
USD
libor +2.75%
2020
−
−
−
34,470
34,470
34,470
Larvotto Shipholding Ltd *
USD
libor +1.50%
2020
−
−
−
33,113
33,113
33,113
Fiorano Shipholding Ltd *
USD
libor +1.225%
2020
−
−
−
32,063
32,063
32,063
Total interest-bearing bank loans
  
75,343
75,343
75,343
251,595
251,595
251,595



* The mentioned secured bank loans are subject to loan covenants such as an Asset Protection clause. A future breach of covenants might require the joint venture to repay (all or part of) the loan earlier than expected.

Loan covenant
The OSG's (Overseas Shipholding Group) Chapter 11 filing in 2012 has had no impact on the continued operations of the FSO joint ventures, including the ability of the joint venture to continue to perform its obligations under the existing charters as well as its ability to continue to service its outstanding debt obligations and maintain continued compliance with the covenants under such debt agreements. OSG emerged from Chapter 11 in August 2014. OSG has now been split into OSG and International Seaways Inc (INSW). INSW is our current JV partner in the FSO's.

As at December 31, 2016, all joint ventures were in compliance with the covenants, as applicable, of their respective loans.

Interest rate swaps
Two of the Group's JV companies in connection to the FSO conversion project of the TI Asia and TI Africa have also entered in two Interest Rate Swap instruments for a combined notional value of USD 480 million (Euronav's share amounts to 50%). These IRSs are used to hedge the risk related to any fluctuation of the Libor rate and have a duration of 8 years starting respectively in July 2009 and September 2009 for FSO Asia and FSO Africa.

Following the restructuring of the original service contract related to the FSO Africa on January 22, 2010 and the consecutive reduction of financing, the hedge related to that tranche lost its qualification as hedging instrument in a cash flow hedge relationship under IAS 39. As such the cash flows from this IRS are expected to occur and affect profit or loss of the joint venture as from 2010 through 2017. Fair value at December 31, 2016: USD -1.3 million (2015: -3.8 million and 2014: USD -7.0 million).
F-70
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016
 
Note 25 - Equity-accounted investees (Continued)
However the hedge related to the financing of FSO Asia still qualifies fully as a hedging instrument in a cash flow hedge relationship under IAS 39. This instrument is measured at fair value; effective changes in fair value are recognized in equity of the joint venture and the ineffective portion is recorded in profit or loss of the joint venture. Fair value at December 31, 2016: USD -1.4 million (2015: USD -3.4 million and 2014: USD -6.6 million).

Vessels
On January 2, 2014, Great Hope Entreprise Ltd delivered the VLCC Ardenne Venture (2004 - 318,658 dwt) to its new owners after the sale announced on 14 November 2013 for USD 41.7 million. The Group's share in the capital gain amounted to USD 2.2 million and was recognized in the first quarter of 2014.

On June 2, 2016, the Group entered into a share swap and claims transfer agreement (see Note 24). As a result, the Group became the full owner of the two youngest vessels, the Captain Michael (2012 – 157,648 dwt) and the Maria (2012 – 157,523 dwt), while Bretta became the full owner of the Devon and the Eugenie.

On November 23, 2016, Seven Seas Shipping Ltd delivered the VLCC V.K. Eddie (2005 – 305,261 dwt) to the Group after the sale announced on November 2, 2016 for USD 39.0 million. Seven Seas Shipping Ltd recognized a gain of USD 9.3 million on this transaction in the last quarter of 2016. In the Group's consolidated financial statements, 50% of this gain was eliminated.

There were no capital commitments as per December 31, 2016, December 31, 2015 and December 31, 2014.
Cash and cash equivalents

(in thousands of USD)
    
2016
    
2015
             
Cash and cash equivalents of the joint ventures
    
64,074
    
40,139
Group's share of cash and cash equivalents
    
32,037
    
20,069
of which restricted cash
    
6,789
    
9,022



Note 26 - Subsidiaries

The Group holds 100% of the voting rights in all of its subsidiaries (see Note 23).
In 2016 the Group entered into a share swap and claims transfer agreement whereby the Group's equity interest in both Fiorano Shipholding Ltd. and Larvotto Shipholding Ltd. increased from 50% to 100%.
In 2015 one new wholly owned subsidiary, Euronav Singapore Pte Ltd, incorporated in the second quarter of 2015 was included in the consolidation scope. In 2014 two wholly owned subsidiaries, Euronav Shipping NV and Euronav Tankers NV, incorporated in the first quarter of 2014, were added to the consolidation scope. These two subsidiaries became the owner and operator of (part of) the vessels acquired from Maersk in 2014 (see Note 24).
Note 27 - Major exchange rates
The following major exchange rates have been used in preparing the consolidated financial statements:

   
closing rates
    
average rates
  
                                     
1 XXX = x,xxxx USD
  
December 31, 2016
    
December 31, 2015
    
December 31, 2014
    
2016
    
2015
    
2014
  
                                     
EUR
    
1.0541
      
1.0887
      
1.2141
      
1.1061
      
1.1154
      
1.3349
  
GBP
    
1.2312
      
1.4833
      
1.5587
      
1.3662
      
1.5315
      
1.6521
  



F-71
 
EURONAV NV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016


Note 28 - Audit fees

The audit fees for the Group amounted to USD 1.0 million (2015: USD 0.7 million and 2014: USD 0.5 million). During the year the statutory auditor and persons professionally related to him performed additional audit related services amounting to USD 0.0 million (2015: USD 0.2 million and 2014: USD 1.5 million) and tax services for fees of USD 0.0 million (2015: USD 0.0 million and 2014: 0.1 million). The 2015 and 2014 audit related services mainly related to the Group's series of capital transactions, including the Group's US listing.
Note 29 - Subsequent events
On January 12, 2017, and January 20, 2017, Euronav took delivery of the VLCCs the Ardeche (2017 – 298,642 dwt) and the Aquitaine (2017 – 298,768 dwt) respectively.
On January 30, 2017, the Group signed a loan agreement with DnB Bank for a nominal amount of USD 110.0 million with the purpose of financing the two VLCCs, as mentioned above.



 

 

F-72
 EX-4.16 2 d7461396_ex4-16.htm
Exhibit 4.16

EXECUTION VERSION


Date  16  December 2016


EURONAV NV
EURONAV TANKERS NV
EURONAV SHIPPING NV
 as joint and several Borrowers
– and –
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
as Lenders
– and –
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 2
 as Swap Banks
– and –

ABN AMRO BANK N.V.
DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)
DNB (UK) LIMITED
ING BANK, a branch of ING-DiBa AG
NORDEA BANK NORGE ASA
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as Mandated Lead Arrangers
– and –
BNP PARIBAS FORTIS SA/NV
as Lead Arranger
– and –

COMMONWEALTH BANK OF AUSTRALIA
KBC BANK NV
NATIONAL AUSTRALIA BANK LIMITED
 as Co-Arrangers
– and –

ABN AMRO BANK N.V.
DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)
DNB (UK) LIMITED
ING BANK, a branch of ING-DiBa AG
NORDEA BANK NORGE ASA
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as Bookrunners
– and –

NORDEA BANK NORGE ASA
as Co-ordinator
– and –
NORDEA BANK AB (PUBL), FILIAL I NORGE
as Agent
and Security Trustee


LOAN AGREEMENT
relating to a revolving credit facility of up to $409,500,000

INDEX
Clause
Page

1
Interpretation
1
2
Facility
23
3
Position of the Lenders and Swap Banks
23
4
Drawdown
24
5
Interest
25
6
Interest Periods
29
7
Default Interest
30
8
Reduction, Repayment, Prepayment and Cancellation
30
9
Conditions Precedent
34
10
Representations and Warranties
35
11
General Undertakings
38
12
Corporate Undertakings
43
13
Insurance
46
14
Ship Covenants
50
15
Security Cover
55
16
Payments and Calculations
57
17
Application of Receipts
59
18
Application of Earnings
60
19
Events of Default
61
20
Fees and Expenses
65
21
Indemnities
66
22
No Set-Off or Tax Deduction
68
23
Illegality, etc.
70
24
The Agent, the Arrangers and the Reference Banks
71
25
The Security Trustee
80
26
Conduct of Business by the Creditor Parties
94
27
Sharing among the Creditor Parties
94
28
Increased Costs
96
29
Set‑ Off
98
30
Transfers and Changes in Lending Offices
99
31
Confidential Information
103
32
Confidentiality of Funding Rates and Reference Bank Quotations
107
33
Variations and Waivers
108
34
Bail-In
109
35
Notices
110
36
Joint and Several Liability
112
37
Supplemental
115
38
Law and Jurisdiction
115

Schedules

Schedule 1 Lenders and Commitments
117
Schedule 2 Swap Banks
125
Schedule 3 Drawdown Notice
127
Schedule 4 Condition Precedent Documents
128
Part A
128
Part B
129
Part C
131
Schedule 5 Transfer Certificate
133
Schedule 6 Details of Ships
137
Schedule 7 Designation Notice
139
Schedule 8 Form of Certificate of Compliance
140
Schedule 9 Timetables
142

Execution

Execution Pages
143
 
THIS AGREEMENT is made on                December 2016
BETWEEN
(1)
EURONAV NV, EURONAV TANKERS NV and EURONAV SHIPPING NV, as joint and several Borrowers
(2)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments), as Lenders
(3)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 (Swap Banks), as Swap Banks
(4)
ABN AMRO BANK N.V., DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), DNB (UK) LIMITED, ING BANK, a branch of ING-DiBa AG,  NORDEA BANK NORGE ASA and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Mandated Lead Arrangers
(5)
BNP PARIBAS FORTIS SA/NV as Lead Arranger
(6)
COMMONWEALTH BANK OF AUSTRALIA, KBC BANK NV and NATIONAL AUSTRALIA BANK LIMITED as Co-Arrangers
(7)
ABN AMRO BANK N.V., DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), DNB (UK) LIMITED, ING BANK, a branch of ING-DiBa AG,  NORDEA BANK NORGE ASA and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Bookrunners
(8)
NORDEA BANK NORGE ASA, as Co-ordinator
(9)
NORDEA BANK AB (PUBL), FILIAL I NORGE, as Agent
(10)
NORDEA BANK AB (PUBL), FILIAL I NORGE, as Security Trustee
BACKGROUND
(A)
The Lenders have agreed to make available to the Borrowers a revolving credit facility of up to $409,500,000 for the purpose of (i) refinancing the existing indebtedness of the Borrowers under the Existing Loan Agreement; and (ii) providing the Borrowers with funds for general corporate and working capital purposes.
(B)
The Swap Banks may agree to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers' exposure under this Agreement to interest rate fluctuations.
(C)
The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein.
IT IS AGREED as follows:
1
INTERPRETATION
1.1
DEFINITIONS
Subject to Clause 1.5 (General Interpretation), in this Agreement:
"Account Pledge" means, in respect of a Borrower, a deed or pledge creating security in respect of the Earnings Account in the name of that Borrower to be executed by that Borrower in favour of the Security Trustee in the Agreed Form.

"Advance" means the principal amount of each borrowing by the Borrowers under this Agreement.
"Affected Lender" has the meaning given in Clause 5.9 (Market disruption).
"Affiliate" means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company.
"Agent" means Nordea Bank AB (publ), filial i Norge, acting in such capacity through its office at Essendropsgate 7, Oslo, Norway, or any successor of it.
"Agreed Form" means in relation to any document, that document in a form agreed in writing by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents, the Majority Lenders), or if otherwise approved in accordance with any other procedure specified in the relevant provision of any Finance Document.
"Anti-Corruption Laws" means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions.
"Approved Classification Society" means any of DNV GL, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society which the Agent has approved or selected (with the authorisation of the Majority Lenders).
"Approved Flag" means Belgian, French, Greek, Hong Kong, Liberian and Marshall Islands flags and any other flag approved by the Agent (acting on the instructions of the Majority Lenders).
"Approved Manager" means:
(a)
in relation to the technical management of each Ship:
(i)
Euronav Ship Management SAS of 15 Quai Ernest Renaud, Immeuble Les Salorges 1, 44000 Nantes, France (with a Belgian branch office at De Gerlachekaai 20, B 2000 Antwerp 1, Belgium); or
(ii)
Anglo Eastern Ship Management Ltd, 23/F, 248 Queen's Road, East Wanchai, Hong Kong; or
(iii)
Wallem of 9/F Dorset House, Taikou Place, 979 King's Road, Quarry Bay, Hong Kong; or
(iv)
V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England; or
(v)
Euronav Ship Management (Hellas) Ltd. (Greek Branch) of 69 Akti Miaouli Str, Piraeus 185 37, Greece; or
(vi)
Northern Marine Limited, of Alba House, 2 Central Avenue, Clydebank, Glasgow, G81 2QR, Scotland; and
(b)
in relation to the commercial management of each Ship:
(i)
the Borrower which owns that Ship (as the case may be);
(ii)
Borrower A; or
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(iii)
any wholly owned subsidiary of Borrower A,
or, in each case, any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical or commercial manager of that Ship (such approval not to be unreasonably withheld).
"Approved Shipbroker" means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Fearnleys, Maersk Broker K/S or such other independent sale and purchase shipbrokers which the Agent has approved or selected (with the authorisation of the Majority Lenders) and Borrower A may agree.
"Arrangers" means, together, the Mandated Lead Arrangers, the Lead Arranger and the Co-Arrangers.
"Authorisation" means an authorisation, consent, approval, resolution, licence, permit, ruling, exemption, filing, notarisation, legalisation or registration.
"Available Commitment" means, in relation to a Lender and at any time, its Commitment less its Contribution at that time (and "Total Available Commitments" means the aggregate of the Available Commitments of all the Lenders).
"Availability Period" means the period commencing on the date of this Agreement and ending on the earlier of:
(a)
the Maturity Date; or
(b)
if earlier, the date on which the Total Commitments are fully cancelled or terminated.
"Bail-In Action" means the exercise of any Write-down and Conversion Powers.
"Bail-In Legislation" means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.
"Bookrunners" means ABN AMRO Bank N.V., Danish Ship Finance A/S (Dansmarks Skibskredit A/S), DNB (UK) Limited, ING Bank, a branch of ING-DiBa AG, Nordea Bank Norge ASA and Skandinaviska Enskilda Banken AB (publ).
"Borrower A" means Euronav NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Borrower B" means Euronav Tankers NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Borrower C" means Euronav Shipping NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Borrowers" means collectively Borrower A, Borrower B and Borrower C and "Borrower" means any one of them.
"Break Costs" means the amount (if any) by which:
(a)
the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or
3
Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,
exceeds
(b)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
"Business Day" means a day on which banks are open in London, Oslo and Antwerp and, in respect of a day on which a payment is required to be made under a Finance Document, also in Melbourne, Stockholm and New York City.
"Change of Control" means, in relation to Borrower A, if 2 or more persons acting in concert or any individual person in each case other than the Permitted Holders:
(a)
acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of Borrower A; or
(b)
has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of Borrower A.
"Co-Arrangers" means Commonwealth Bank of Australia, KBC Bank NV and National Australia Bank Limited.
"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
"Commitment" means, in relation to a Lender, the amount set opposite its name in Schedule 1 (Lenders and Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and "Total Commitments" means the aggregate of the Commitments of all the Lenders).
"Confidential Information" means all information relating to any Borrower, the Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either:
(a)
any member of the Group or any of its advisers; or
(b)
another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of the Group or any of its advisers,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:
(i)
information that
(A)
is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 31.2 (Disclosure of Confidential Information); or
4

(B)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(C)
is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)
any Funding Rate or Reference Bank Quotation.
"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the Loan Market Association from time to time (as logically amended to reflect the terms of this Agreement) or in any other form agreed between the Borrowers and the Agent.
"Confirmation", in relation to any continuing Designated Transaction, has the meaning given in the relevant Master Agreement.
"Contractual Currency" has the meaning given in Clause 21.4 (Currency indemnity).
"Contribution" means, in relation to a Lender, the part of the Loan which is owing to that Lender.
"Co-ordinator" means Nordea Bank Norge ASA, acting in such capacity through its office at Essendropsgate 7, Oslo, Norway.
"Corresponding Debt" means any amount, other than any Parallel Debt, which a Borrower owes to a Creditor Party under or in connection with the Finance Documents.
"Creditor Party" means the Agent, the Security Trustee, the Arrangers, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time.
"Deed of Covenant" means, in relation to each Ship and where (in the opinion of the Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage on that Ship to be executed by the relevant Borrower in favour of the Security Trustee in the Agreed Form.
"Defaulting Lender" means any Lender:
(a)
which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Agent that it will not make such amount available by the relevant Drawdown Date pursuant to Clause 4.3 (Notification to Lenders of receipt of a Drawdown Notice); or
(b)
which has otherwise rescinded or repudiated a Finance Document; or
(c)
with respect to which an Insolvency Event has occurred and is continuing,
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
5

payment is made within 5 Business Days of its due date; or
(ii)
the Lender is disputing in good faith whether it is contractually obliged to make the relevant payment.
"Designated Transaction" means a Transaction which fulfils the following requirements:
(a)
it is entered into by a Borrower pursuant to a Master Agreement with a Swap Bank;
(b)
its purpose is the hedging of the exposure of the Borrowers (or any of them) under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the Maturity Date;
(c)
which is for a period expiring no later than the Maturity Date; and
(d)
it is designated by the relevant Borrower and/or by the relevant Swap Bank, by delivery by that Borrower and/or that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 7 (Designation Notice), as a Designated Transaction for the purposes of the Finance Documents.
"Disruption Event" means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, a party to this Agreement (a "Party"); or
(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other parties in accordance with the terms of the Finance Documents,
and which (in each case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
"Dollars" and "$" means the lawful currency for the time being of the United States of America.
"Drawdown Date" means, in relation to an Advance, the date requested by the Borrowers for the Advance to be made, or (as the context requires) the date on which the Advance is actually made.
"Drawdown Notice" means a notice in the form set out in Schedule 3 (Drawdown Notice) (or in any other form which the Agent approves or reasonably requires).
"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the relevant Borrower and which arise out of the use or operation of that Ship, including (but not limited to):
(a)
all freight, hire and passage moneys, compensation payable to the relevant Borrower in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or
6

payments for variation or termination) of any charterparty or other contract for the employment of that Ship;
(b)
all moneys which are at any time payable under Insurances in respect of loss of earnings; and
(c)
if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.
"Earnings Account" means, in respect of each Borrower, an account in the name of that Borrower with the Agent in Oslo designated "[Name of Borrower] - Earnings Account", or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is agreed by the Agent and the Borrowers as the Earnings Account for the purposes of this Agreement.
"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.
"Environmental Claim" means:
(a)
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
(b)
any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,
and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
"Environmental Incident" means:
(a)
any release of Environmentally Sensitive Material from a Ship; or
(b)
any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Ship and/or the relevant Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or
(c)
any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or reasonably likely to be arrested and/or where the relevant Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.
"Environmental Law" means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.
7

"Environmentally Sensitive Material" means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
"Event of Default" means any of the events or circumstances described in Clause 19.1 (Events of Default).
"Existing Loan Agreement" means the loan agreement dated 25 March 2014 and made between (i) Euronav Shipping NV and Euronav Tankers NV as borrowers, (ii) Euronav NV as guarantor, (iii) the banks and financial institutions listed therein as lenders, (iv) the banks and financial institutions listed therein as Swapbanks, (v) ABN Amro Bank N.V., Danish Ship Finance A/S (Dansmarks Skibskredit A/S), DNB Bank ASA, ING Bank N.V., Nordea Bank Norge ASA and Merchant Banking, Skandinaviska Enskilda Banken AB (publ) as lead arrangers, (v) BNP Paribas Fortis SA/NV, KBC Bank NV, Scotiabank Europe Plc as Co-arrangers, and (vii) Nordea Bank Norge ASA as agent and security trustee in relation to a term loan facility of originally $500,000,000.
"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
"FATCA" means
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
"FATCA Application Date" means:
(a)
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
(b)
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or
(c)
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
8

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by or under FATCA.
"FATCA Exempt Party" means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.
"Fair Market Value" means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 15.3 (Valuation of Ships).
"Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Arrangers, the Agent, the Co-ordinator and the Security Trustee and any Borrower setting out any of the fees referred to in Clause 20.1 (Fees).
"Finance Documents" means:
(a)
this Agreement;
(b)
any Fee Letter;
(c)
each Drawdown Notice;
(d)
the Mortgages;
(e)
the Deeds of Covenant;
(f)
the General Assignments;
(g)
the Account Pledges;
(h)
any other document (whether creating a Security Interest or not, other than a Manager's Undertaking) which is executed at any time by the Borrowers (or any of them) or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition; or
(i)
any other document designated as such by the Agent and the Borrowers.
"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:
(a)
for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)
under any loan stock, bond, note or other security issued by the debtor;
(c)
under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
(d)
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS;
(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
9

(f)
under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
(g)
under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
(h)
under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.
"First Advance" means the first Advance in the sum of up to $222,035,856.57 to refinance the existing indebtedness of the Borrowers under the Existing Loan Agreement and to be secured by the First Advance Ships.
"First Advance Ships" means each of m.v.s "NECTAR", "ILMA", "IRIS", "NAUTIC", "SARA" and  "SANDRA".
"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.10 (Cost of funds).
"General Assignment" means, in relation to each Ship, a deed to be executed by the Borrower owning that Ship in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Ship and any Long Term Charter in relation to that Ship and any guarantee of such charter in the Agreed Form.
"Group" means Borrower A and each of its subsidiaries.
"Holding Company" means, in relation to a person, any other person in relation to which it is a subsidiary.
"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
"Impaired Agent" means the Agent at any time when:
(a)
it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b)
the Agent otherwise rescinds or repudiates a Finance Document;
(c)
(if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or
(d)
an Insolvency Event has occurred and is continuing with respect to the Agent;
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
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(ii)
payment is made within 10 Business Days of its due date; or
(iii)
the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.
"Insolvency Event" in relation to a Lender means that Lender:
(a)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c)
makes a general assignment, arrangement, or composition with or for the benefit of its creditors;
(d)
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f)
has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(g)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);
(h)
has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(i)
causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or
(j)
takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
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"Insurances" means, in relation to a Ship:
(a)
all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, its Earnings or otherwise in relation to it; and
(b)
all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium.
"Interest Period" means a period determined in accordance with Clause 6 (Interest Periods).
"Interpolated Screen Rate" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,
each as of the Specified Time for dollars.
"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code).
"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.
"ISSC" means an International Ship Security Certificate issued under the ISPS Code.
"Lead Arranger" means BNP Paribas Fortis SA/NV.
"Lender" means a bank or financial institution listed in Schedule 1 (Lenders and Commitments) and acting through its branch indicated in Schedule 1 (Lenders and Commitments) (or through another branch notified to the Borrowers under Clause 30.13 (Change of lending office) or its transferee, successor or assign.
"LIBOR" means, in relation to the Loan or any part of the Loan:
(a)
the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)
as otherwise determined pursuant to Clause 5.7 (Unavailability of Screen Rate),
and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.
"Loan" means the principal amount for the time being outstanding under this Agreement.
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"Long Term Charter" means any charter or other contract of employment for a Ship which is entered into by the Borrower owning that Ship for a term which exceeds 36 months' duration.
"Manager's Undertaking" means, in relation to a Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed Form.
"Mandated Lead Arrangers" means ABN AMRO Bank N.V., Danish Ship Finance A/S (Dansmarks Skibskredit A/S), DNB (UK) Limited, ING Bank, a branch of ING-DiBa AG, Nordea Bank Norge ASA and Skandinaviska Enskilda Banken AB (publ).
"Major Casualty" means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.
"Majority Lenders" means Lenders the aggregate of whose Commitments total at least 662/3 per cent. of the Total Commitments.
"Margin" means 2.25 per cent. per annum.
"Master Agreement" means each master agreement (on the 1992 or 2002 (as the case may be) ISDA (Multicurrency-Crossborder) form) in an agreed form made or to be made between a Borrower and a Swap Bank and includes all Designated Transactions from time to time
"Maturity Date" means 31 January 2023.
"Mortgage" means, in relation to each Ship, a first priority or preferred (as the case may be) mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case executed by the Borrower owning that Ship in favour of the Security Trustee (and/or such other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the relevant Approved Flag is Belgian or French flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant mortgage.
"Non-Consenting Lender" means any Lender which does not and continues not to consent or agree to:
(a)
a request of the Borrowers or the Agent (at the request of the Borrowers) to give a consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance Documents;
(b)
the consent, waiver or amendment in question requires the approval of all of the Lenders; and
(c)
Lenders whose commitments aggregate more than 662/3 per cent. of the Total Commitments have consented or agreed to such waiver or amendment.
"Notifying Lender" has the meaning given in Clause 23 (Illegality, etc.) or Clause 28.1 (Increased costs) as the context requires.
"Payment Currency" has the meaning given in Clause 21.4 (Currency indemnity).
Parallel Debt" means any amount which a Borrower owes to the Security Trustee under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or under that clause as incorporated by reference or in full in any other Finance Document.
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"Party" means a party to this Agreement.
"Permitted Holders" means each of Saverco and Victrix (and (in each case) any parallel vehicle thereof and their respective alternative investment vehicles) and their affiliates.
"Permitted Security Interests" means:
(a)
Security Interests created by the Finance Documents;
(b)
liens for unpaid master's and crew's wages in accordance with usual maritime practice, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps);
(c)
liens for salvage;
(d)
liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;
(e)
liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Borrower in good faith by appropriate steps);
(f)
any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the relevant Borrower is prosecuting or defending such proceedings or arbitration in good faith by appropriate steps provided such Security Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; and
(g)
Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.
"Pertinent Document" means:
(a)
any Finance Document;
(b)
any Master Agreement;
(c)
any policy or contract of insurance contemplated by or referred to in Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document or Master Agreement;
(d)
any other document contemplated by or referred to in any Finance Document; and
(e)
any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or Master Agreement or any policy, contract or document falling within paragraphs (c) or (d).
"Pertinent Jurisdiction" in relation to a company, means:
(a)
England and Wales;
(b)
the country under the laws of which the company is incorporated or formed;
14

(c)
a country in which the company has the centre of its main interests or in which the company's central management and control is or has recently been exercised;
(d)
a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;
(e)
a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and
(f)
a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c).
"Pertinent Matter" means:
(a)
any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or
(b)
any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);
and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.
"Potential Event of Default" means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default.
"Quotation Date" means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), 3 Business days before the first day of that period or the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period.
"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.
"Reduction Amount" means the amount of $23,360,000.
"Reference Banks" means Nordea Bank Norge ASA, its successors and assigns and/or such other entities as may be appointed by the Agent in consultation with Borrower A.
"Reference Bank Quotation" means any quotation supplied to the Agent by a Reference Bank.
"Relevant Person" means:
(a)
each Borrower;
(b)
each subsidiary of a Borrower; and
15

(c)
all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above;
"Repayment Date" means a date on which a repayment is required to be made under Clause 8 (Reduction, Repayment, Prepayment and Cancellation).
"Replacement Finance Documents" means, in relation to a Ship, a Mortgage, Deed of Covenant (if applicable) and General Assignment in relation to the relevant Ship executed by the relevant Borrower.
"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss".
"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.
"Restricted Party" means a person:
(a)
that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);
(b)
that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country; or
(c)
that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or
(d)
with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws;
"Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America, Australia and Canada and any authority acting on behalf of any of them in connection with Sanctions Laws.
"Sanctions Laws" means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.
"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or substituted from time to time.
"Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.
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"Second Advance" means the second Advance in the sum of up to $187,464,143.43 to be secured by the Second Advance Ships.
"Second Advance Ships" means each of m.v.s "SONIA", "INGRID", "NEWTON", "NOBLE" and "SIMONE".
"Secured Liabilities" means all liabilities which the Borrowers, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or the Master Agreements or any judgment relating to any Finance Document or the Master Agreements; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.
"Security Assets" means all of the assets of the Borrowers which from time to time are, or are expressed to be, the subject of the Transaction Security.
"Security Interest" means:
(a)
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
(b)
the security rights of a plaintiff under an action in rem; and
(c)
any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
"Security Party" means any person other than the Borrowers (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of "Finance Documents".
"Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrowers, the Security Parties and the other Creditor Parties that:
(a)
all amounts which have become due for payment by any Borrower or any Security Party under the Finance Documents and the Master Agreements have been paid;
(b)
no amount is owing or has accrued (without yet having become due for payment) under any Finance Document or the Master Agreements and all Commitments have terminated;
(c)
neither any Borrower nor any Security Party has any future or contingent liability under Clause 20 (Fees and Expenses), Clause 21 (Indemnities) or Clause 22 (No Set-Off or Tax Deduction) or any other provision of this Agreement or another Finance Document or a Master Agreement; and
(d)
the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider that there is no significant risk that any payment or transaction under a Finance Document or a Master Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of a Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or a Master Agreement or any asset covered (or previously covered) by a Security Interest created by a Finance Document.
17

"Security Property" means:
(a)
the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Creditor Parties and all proceeds of that Transaction Security;
(b)
all obligations expressed to be undertaken by a Borrower to pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Borrower or any other person in favour of the Security Trustee as trustee for the Creditor Parties;
(c)
the Security Trustee's interest in any turnover trust created under the Finance Documents;
(d)
any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,
except:
(i)
rights intended for the sole benefit of the Security Trustee; and
(ii)
any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.
"Security Trustee" means Nordea Bank AB (publ), filial i Norge, acting in such capacity through its office at Essendropsgate 7, Oslo, Norway, or any successor of it.
"Servicing Bank" means the Agent or the Security Trustee.
"Ship" means each of the 15 VLCC type vessels listed in Schedule 6 (Details of Ships) which are owned by the Borrowers (and which are also sometimes referred to in this Agreement by their individual names listed in Schedule 6 (Details of Ships)).
"Specified Time" means a day or time determined in accordance with Schedule 9 (Timetables).
"Swap Bank" means a bank or financial institution listed in Schedule 2 (Swap Banks) and acting through its branch indicated in that Schedule.
"Swap Counterparty" means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which enters into that Designated Transaction.
"Tankers International Pool" means the Tankers International tanker pool governed by a pooling agreement entered into in January 2000 (as amended and supplemented from time to time) made between the participants in the pool and Tankers International LLC of 3A Panteli Modestou Street, 3090 Limassol, Cyprus.
"Tax Deduction" has the meaning given in Clause 22.5 (Tax Deduction).
"Third Parties Act" has the meaning given in Clause 37.4 (Third Party rights).
"Total Loss" means, in relation to a Ship:
(a)
actual, constructive, compromised, agreed or arranged total loss of that Ship;
18

(b)
any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 90 days redelivered to the relevant Borrower's full control;
(c)
any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; and
(d)
any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless it is within 90 days redelivered to the relevant Borrower's (as the case may be) full control.
"Total Loss Date" means, in relation to a Ship:
(a)
in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)
in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of:
(i)
the date on which a notice of abandonment is given to the insurers; and
(ii)
the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
(c)
in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.
"Transaction" has the meaning given in each Master Agreement.
"Transaction Security" means the Security Interest created or evidenced or expressed to be created or evidenced under the Finance Documents.
"Transfer Certificate" has the meaning given in Clause 30.2 (Transfer by a Lender).
"Unpaid Sum" means any sum due and payable but unpaid by a Borrower under the Finance Documents.
"VAT" means:
(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
"Victrix" means Victrix NV, a company incorporated in Belgium whose registered office is at Le Grellelei 20, 2600 Berchem, Belgium.
"Write-down and Conversion Powers" means:
19

(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.
1.2
Construction of certain terms
In this Agreement:
"administration notice" means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator.
"approved" means, for the purposes of Clause 13 (Insurance), approved in writing by the Agent acting with the authorisation of the Majority Lenders (which authorisation shall not be unreasonably withheld).
"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.
"company" includes any partnership, joint venture and unincorporated association.
"consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.
"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained.
"document" includes a deed; also a letter or fax.
"excess risks" means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.
"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax.
"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.
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"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation.
"liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.
"months" shall be construed in accordance with Clause 1.3 (Meaning of "month").
"obligatory insurances" means, in relation to a Ship, all insurances effected, or which the relevant Borrower in relation to that Ship is obliged to effect or procure are effected, under Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document.
"parent company" has the meaning given in Clause 1.4 (Meaning of "subsidiary").
"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation.
"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.
"protection and indemnity risks" means the usual risks covered by a protection and indemnity association including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or 1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.
"regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self‑regulatory or other authority or organisation.
"subsidiary" has the meaning given in Clause 1.4 (Meaning of "subsidiary").
"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.
"war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).
any reference to:
(a)
Nordea Bank Norge ASA (either directly or indirectly in its capacity as Lender, Agent and/or Security Trustee or any other capacity) in the Finance Documents shall be automatically construed as a reference to Nordea Bank AB, or any branch thereof, in the event of any corporate reconstruction, merger, amalgamation, consolidation between Nordea Bank Norge ASA and Nordea Bank AB, or any branch thereof,  where Nordea Bank AB, or any branch thereof, is the surviving entity and acquires all the rights of and assumes all the obligations of Nordea Bank Norge ASA, and nothing in the Finance Documents shall be construed so as to restrict, limit or impose any notification or other requirement or condition on either Nordea Bank Norge ASA or Nordea Bank AB in respect of the acquisition of rights to or assumption of obligations by Nordea Bank AB, or any branch thereof, hereunder or under any
21

other Finance Documents pursuant to such corporate reconstruction, merger, amalgamation or consolidation; and
(b)
Nordea Bank Finland plc (either directly or indirectly in its capacity as Swap Bank or any other capacity) in the Finance Documents shall be automatically construed as a reference to Nordea Bank AB, or any branch thereof, in the event of any corporate reconstruction, merger, amalgamation, consolidation between Nordea Bank Finland plc and Nordea Bank AB, or any branch thereof, where Nordea Bank AB, or any branch thereof, is the surviving entity and acquires all the rights of and assumes all the obligations of Nordea Bank Finland plc, and nothing in the Finance Documents shall be construed so as to restrict, limit or impose any notification or other requirement or condition on either Nordea Bank Finland plc or Nordea Bank AB, or any branch thereof,  in respect of the acquisition of rights to or assumption of obligations by Nordea Bank AB, or any branch thereof, hereunder or under any other Finance Documents pursuant to such corporate reconstruction, merger, amalgamation or consolidation.
1.3
Meaning of "month"
A period of 1 or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:
(a)
on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or
(b)
on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;
and "month" and "monthly" shall be construed accordingly.
1.4
Meaning of "subsidiary"
A company (S) is a subsidiary of another company (P) if:
(a)
a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or
(b)
P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or
(c)
P has the direct or indirect power to appoint or remove a majority of the directors of S; or
(d)
P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;
and any company of which S is a subsidiary is a parent company of S.
1.5
General Interpretation
In this Agreement:
(a)
references in Clause 1.1 (Definitions) to a Finance Document or any other document being in an "agreed form" are to the form agreed between the Agent (acting with the authorisation of each of the other Creditor Parties) and the Borrowers;
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(b)
references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;
(c)
references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;
(d)
words denoting the singular number shall include the plural and vice versa;
(e)
Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears; and
(f)
an Event of Default or Potential Event of Default is "continuing" if it has not been remedied or waived in writing.
1.6
Headings
In interpreting a Finance Document or any provision of a Finance Document, all clause, sub‑clause and other headings in that and any other Finance Document shall be entirely disregarded.
2
FACILITY
2.1
Amount of facility
Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrowers a revolving credit facility not exceeding $409,500,000.
2.2
Lenders' participations
Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.
2.3
Purpose of Advances
The Borrowers undertake with each Creditor Party to use each Advance only for the purposes stated in the preamble to this Agreement.
3
POSITION OF THE LENDERS AND SWAP BANKS
3.1
Interests several
The rights of the Lenders and the Swap Banks under this Agreement are several.
3.2
Individual right of action
Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrowers (or any of them) to it under a Finance Document or by a Borrower under a Master Agreement without joining the Agent, the Security Trustee, any Arranger, any other Lender or any other Swap Bank as additional parties in the proceedings.
3.3
Proceedings requiring Majority Lender consent
Except as provided in Clause 3.2 (Individual right of action), no Lender and no Swap Bank may commence proceedings against the Borrowers (or any of them) or any Security Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.
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3.4
Obligations several
The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure by a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:
(a)
the obligations of the other Lenders or other Swap Banks being increased; nor
(b)
any Borrower, any Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document or under any Master Agreement;
and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or the Master Agreement to which it is a party.
3.5
Security Trustee as joint and several creditor
(a)
Each Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the joint creditor ("hoofdelijke schuldeiser") together with each other Creditor Party of each liability and obligation of the Borrowers (or any of them) towards any Creditor Party under any Finance Document, and that accordingly the Security Trustee will have its own independent right to demand performance by the Borrowers of those liabilities and obligations.  However, any discharge of any liability or obligation of the Borrowers (or any of them) to one of the Security Trustee or another Creditor Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others.
(b)
Without limiting or affecting the Security Trustee's rights against the Borrowers (whether under this paragraph or under any other provision of the Finance Documents), the Security Trustee agrees with each other Creditor Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except with the consent of the relevant Creditor Party.  However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee's right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing).
(c)
Subject to the provisions of this Clause 3.5 (Security Trustee as joint and several creditor), the Security Trustee holds any security created by a Finance Document in its name and the Security Trustee shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents.
4
DRAWDOWN
4.1
Request for Advance
Subject to the following conditions, the Borrowers may request that an Advance be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.
4.2
Availability
The conditions referred to in Clause 4.1 (Request for Advance) are that:
(a)
a Drawdown Date has to be a Business Day during the Availability Period and the first Drawdown Date will be on or before 31 December 2016;
(b)
the First Advance shall refinance the indebtedness under the Existing Loan Agreement;
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(c)
there shall be only one First Advance and that shall be utilised by 31 December 2016;
(d)
there shall be only one Second Advance and that shall be utilised by 31 January 2017;
(e)
there shall be no more than ten Advances outstanding at any one time;
(f)
there shall be a minimum Advance of $1,000,000; and
(g)
the aggregate amount of the Advances outstanding at any time shall not exceed the Total Commitments at that time.
4.3
Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:
(a)
the amount of the Advance and the Drawdown Date;
(b)
the amount of that Lender's participation in the Advance; and
(c)
the duration of the Interest Period for that Advance.
4.4
Drawdown Notice irrevocable
A Drawdown Notice must be signed by a duly authorised person on behalf of each of the Borrowers; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders.
4.5
Lenders to make available Contributions
Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on that Drawdown Date under Clause 2.2 (Lenders' participations).
4.6
Disbursement of Advances
Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5 (Lenders to make available Contributions); and that payment to the Borrowers shall be made to the account which the Borrowers specify in the Drawdown Notice.
4.7
Disbursement of Advances to third party
A payment by the Agent under Clause 4.6 (Disbursement of Advances) shall constitute the making of the relevant Advance and the Borrowers shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.
5
INTEREST
5.1
Payment of normal interest
Subject to the provisions of this Agreement, interest on each Advance in respect of an Interest Period shall be paid by the Borrowers on the last date of that Interest Period.
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5.2
Normal rate of interest
Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.
5.3
Payment of accrued interest
In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.
5.4
Notification of rates of interest
(a)
The Agent shall notify the Borrowers and each Lender of each rate of interest as soon as practicable after each is determined.
(b)
The Agent shall promptly notify each Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
5.5
Role of Reference Banks
(a)
No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b)
No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c)
No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 5.5 (Role of Reference Banks) subject to Clause 37.4 (Third Party rights) and the provisions of the Third Parties Act.
5.6
Third Party Reference Banks
A Reference Bank which is not a Party may rely on Clause 5.5 (Role of Reference Banks), Clause 5.14 (Replacement of Screen Rate) and Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 37.4 (Third Party rights) and the provisions of the Third Parties Act.
5.7
Unavailability of Screen Rate
(a)
Interpolated Screen Rate:  If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(b)
Reference Bank Rate:  If no Screen Rate is available for LIBOR for:
(i)
dollars; or
(ii)
the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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(c)
Cost of funds:  If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.10 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.
5.8
Calculation of Reference Bank Rate
(a)
Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.
(b)
If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.
5.9
Market disruption
If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Affected Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 5.10 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
5.10
Cost of funds
(a)
If this Clause 5.10 (Cost of funds) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i)
the Margin; and
(ii)
the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.
(b)
If paragraph (c) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
(c)
If this Clause 5.10 (Cost of funds) applies pursuant to Clause 5.9 (Market disruption) and:
(i)
a Lender's Funding Rate is less than LIBOR; or
(ii)
a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,
the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.
5.11
Break Costs
(a)
The Borrowers shall, within three Business Days of demand by a Creditor Party, pay to that Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being
27

paid by a Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.
(b)
Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
5.12
Notification of market disruption
The Agent shall notify the Borrowers and each of the Lenders stating the circumstances falling within Clause 5.9 (Market disruption) which have caused its notice to be given.
5.13
Suspension of drawdown
If the Agent's notice under Clause 5.12 (Notification of market disruption) is served before an Advance is to be made the Lenders' obligations to make or participate in that Advance (as the case may be) shall be suspended while the circumstances referred to in the Agent's notice continue.
5.14
Replacement of Screen Rate
(a)
If the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrowers.
(b)
If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within three Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:
(i)
its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii)
its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
5.15
Negotiation of alternative rate of interest
If the Agent's notice under Clause 5.12 (Notification of market disruption) is served after an Advance has been made, the Borrowers, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.12 (Notification of market disruption) (the "Negotiation Period"), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned.
5.16
Application of agreed alternative rate of interest
Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed and shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.
5.17
Alternative rate of interest in absence of agreement
If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant  circumstances are continuing at the end of the Negotiation Period, then
28

the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin; and the procedure provided for by this Clause 5.17 (Alternative rate of interest in absence of agreement) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.
5.18
Notice of prepayment
If the Borrowers do not agree with an interest rate set by the Agent under Clause 5.17 (Alternative rate of interest in absence of agreement), the Borrowers may give the Agent not less than 10 Business Days' notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.
5.19
Prepayment
A notice under Clause 5.18 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrowers' notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrowers shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate  plus the Margin.
5.20
Application of prepayment
The provisions of Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.
6
INTEREST PERIODS
6.1
Commencement of Interest Periods
The first Interest Period applicable to an Advance shall commence on the Drawdown Date relating to that Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.
6.2
Duration of normal Interest Periods
Subject to Clauses 6.3 (Duration of Interest Periods for repayment instalments) and 6.4 (No Interest Period to extend beyond final Maturity Date), each Interest Period shall be:
(a)
1, 3 or 6 months as notified by the Borrowers to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period; or
(b)
3 months, if the Borrowers fail to notify the Agent by the time specified in paragraph (a); or
(c)
such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrowers.
6.3
Duration of Interest Periods for repayment instalments
In respect of an amount due to be repaid under Clause 8 (Reduction, Repayment, Prepayment and Cancellation) on a particular Repayment Date, an Interest Period shall end on that Repayment Date.
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6.4
No Interest Period to extend beyond final Maturity Date
No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.
6.5
Non-availability of matching deposits for Interest Period selected
If, after the Borrowers have selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of 3 months unless otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrowers.
6.6
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the precedent Business Day (if there is not).
7
DEFAULT INTEREST
7.1
Default interest
(a)
If a Borrower fails to pay any amount payable by it under a Finance Document other than a Master Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per centage points. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent.  Any interest accruing under this Clause 7.1 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.
(b)
If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
(i)
the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
(ii)
the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per centage points. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
(c)
Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
8
REDUCTION, REPAYMENT, PREPAYMENT AND CANCELLATION
8.1
Reduction of Total Commitments
The Total Commitments shall be reduced by equal consecutive semi-annual reductions, each in the amount of the Reduction Amount and:
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(a)
the first reduction shall take place on the date falling six months after the first Drawdown Date and the last reduction shall take place on or before the Maturity Date;
(b)
each reduction in the Total Commitments pursuant to this Clause 8.1 (Reduction of Total Commitments) shall cause the amount of the Total Commitments to be permanently reduced by the amount of the reduction; and
(c)
the Borrower shall ensure that at all times the aggregate outstanding amount of the Advances is not greater than the then applicable Total Commitments and, without prejudice to the generality of the foregoing, the Borrower shall if necessary immediately prepay some or all of the outstanding Advances so that the aggregate outstanding amount of the Advances does not (taking into account the scheduled reduction of the Total Commitments) exceed the Total Commitments as reducing from time to time thereafter pursuant to this Clause 8.1 (Reduction of Total Commitments).
8.2
Repayment of Advances
Subject to the provisions of Clause 8.1 (Reduction of Total Commitments):
(a)
each Advance shall be repaid in full on the last day of its Interest Period; and
(b)
unless a Borrower notifies the Agent to the contrary not later than 11.00 a.m. (London time) 3 Business Days prior to the Repayment Date applicable to an Advance, then, notwithstanding paragraph (a) of Clause 8.2 (Repayment of Advances), where that Repayment Date is also a Drawdown Date in respect of another Advance, the Agent shall, on behalf of the Borrower, apply the Advance which would otherwise have been paid to the Borrower on that Drawdown Date in or towards the discharge of the amount payable by the Borrower on that Repayment Date pursuant to paragraph (a) of Clause 8.2 (Repayment of Advances) (but without prejudice to the obligation of the Borrower to pay any balance due after application of such amount).
8.3
Maturity Date
On the Maturity Date, any undrawn Commitments shall be cancelled and the Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.
8.4
Voluntary prepayment
(a)
Subject to the following conditions in Clauses 8.5 (Conditions for voluntary prepayment), 8.6 (Effect of notice of prepayment) and 8.7 (Notification of notice of prepayment), the Borrowers may prepay the whole or any part of the Loan.
(b)
Any voluntary prepayment pursuant to this Clause 8.4 (Voluntary prepayment) shall be applied pro rata to any Advances then outstanding and pro rata against the future reductions of the Total Commitments pursuant to Clause 8.1 (Reduction of Total Commitments).
8.5
Conditions for voluntary prepayment
The conditions referred to in Clause 8.4 (Voluntary prepayment) are that:
(a)
a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000;
(b)
the Agent has received from the Borrowers at least 3 Business Days' prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and
31

(c)
the Borrowers have provided evidence satisfactory to the Agent that any consent required by any Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects any Borrower or any Security Party has been complied with.
8.6
Effect of notice of prepayment
A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice.
8.7
Notification of notice of prepayment
The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrowers under paragraph (c) of Clause 8.5 (Conditions for voluntary prepayment).
8.8
Mandatory prepayment and cancellation on sale or Total Loss
(a)
The relevant proportion of the Total Commitments shall be cancelled (and the Borrowers shall be obliged to prepay any part of the Advances which exceeds the reduced Total Commitments):
(i)
if a Ship which is subject to a Mortgage is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or
(ii)
if a Ship which is subject to a Mortgage becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss,
provided that the Borrowers shall not be required to make any prepayment pursuant to this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss) in connection with the sale of a Ship by a Borrower to another Borrower pursuant to (and in accordance with) Clause 14.15 (Transfer of Ships).
In this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss), "relevant proportion" means a fraction of which the numerator is the Fair Market Value of the Ship (determined as at the date of the most recent appraisal and not more than 6 months prior to the date of the sale or Total Loss) which is to be sold or the subject of Total Loss and the denominator is the aggregate of the most recently determined Fair Market Values of the Ships (determined on the same basis) mortgaged pursuant to this Agreement immediately prior to the sale or Total Loss.
Any cancellation and/or prepayment pursuant to this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss) shall be applied pro rata to any Advances then outstanding and pro rata against the future reductions of the Total Commitments pursuant to Clause 8.1 (Reduction of Total Commitments).
If any Advance is cancelled and/or prepaid pursuant to this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss), then that amount may not be reborrowed and the Total Commitments will be permanently reduced by the amount of the cancellation and/or prepayment applicable to the Advance and future reductions pursuant to Clause 8.1 (Reduction of Total Commitments) shall be reduced on a pro rata basis.
(b)
This Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss) is without prejudice to the provisions of Clause 15.1 (Minimum required security cover).
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8.9
Mandatory prepayment and cancellation on Change of Control
If there is a Change of Control, the Borrowers shall be obliged to prepay the Loan in full and the Commitments shall terminate not later than 60 days following the occurrence of the Change of Control.
8.10
Mandatory prepayment and cancellation on breach of financial covenants
If Borrower A is not in compliance with the financial covenants in Clause 12.5 (Financial Covenants) at any time during the Security Period, the Borrowers shall be obliged to repay the Loan in full (and the Commitments shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrowers to repay the Loan.
8.11
Amounts payable on prepayment
A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 (Indemnities) or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an applicable Interest Period, together with any sums payable under Clause 21.1(b) but without premium or penalty.
8.12
Reborrowing
Subject to the terms of this Agreement, any amount repaid may be reborrowed.
8.13
Voluntary cancellation of Commitments
Subject to the following conditions, the Borrowers may cancel the whole or any part of the Total Available Commitments.
8.14
Conditions for cancellation of Commitments
The conditions referred to in Clause 8.13 (Voluntary cancellation of Commitments) are that:
(a)
a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and
(b)
the Agent has received from the Borrowers at least 3 Business Days' prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect.
8.15
Effect of notice of cancellation
The service of a cancellation notice given under Clause 8.14 (Conditions for cancellation of Commitments) shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the Commitment of each Lender pro rata and also on a pro rata basis against the future instalments repayable pursuant to Clause 8.1 (Reduction of Total Commitments).
8.16
Unwinding of Designated Transactions
On or prior to any repayment or prepayment of the Loan under this Clause 8 (Reduction, Repayment, Prepayment and Cancellation) or any other provision of this Agreement, the Borrowers shall at their sole discretion have the right to wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1 (Reduction of Total Commitments).
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8.17
Right of replacement or repayment and cancellation in relation to a single Lender
(a)
So long as no Potential Event of Default or Event of Default has occurred and is continuing, if:
(i)
any sum payable to any Lender by a Borrower is required to be increased under paragraph (c) of Clause 22.2 (Grossing-up for taxes) or under that clause as incorporated by reference or in full in any other Finance Document; or
(ii)
any Lender claims indemnification from the Borrower under Clause 21.1 (e)  (Indemnities regarding borrowing and repayment of Loan) or Clause 28 (Increased Costs);
the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.
(b)
On receipt of a notice of cancellation referred to in paragraph (a) above, any Commitment of that Lender shall immediately be reduced to zero.
(c)
On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.
9
CONDITIONS PRECEDENT
9.1
Documents, fees and no default
Each Lender's obligation to contribute to an Advance is subject to the following conditions precedent:
(a)
that, on or before the date of this Agreement, the Agent receives the documents and fees described in Part A of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers;
(b)
that, on or before the initial Drawdown Date:
(i)
the Agent receives the documents described in Part B of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and
(ii)
during the period from 30 June 2016 to the date of the initial Drawdown Notice and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (A) on the rights or remedies of the Lenders, (B) on the performance of the Borrowers or Borrower A and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrowers or the Group;
(c)
that both at the date of each Drawdown Notice and at each Drawdown Date:
(i)
no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
34

(ii)
the representations and warranties in Clause 10 (Representations and Warranties) and those of any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii)
none of the circumstances contemplated by Clause 5.9 (Market disruption) has occurred and is continuing;
(iv)
since the filing of the latest audited financial statements, nothing shall have occurred (and neither the Facility Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (v) on the rights or remedies of the Lenders, (w) on the performance of the Borrowers or Euronav and its subsidiaries of their obligations to the Lenders, (x) with respect to this Agreement or (y) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrowers or Euronav and its subsidiaries; and
(v)
the Agent receives in respect of the Drawdown Notice for the Second Advance the documents described in Part C of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers.
(d)
that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied on the basis of the most recently provided valuations and immediately following the making of the relevant Advance, the Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and
(e)
that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrowers prior to the relevant Drawdown Date.
9.2
Waiver of conditions precedent
If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 (Documents, fees and no default) are satisfied, the Borrowers shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the Majority Lenders, specify).
10
REPRESENTATIONS AND WARRANTIES
10.1
General
Each Borrower represents and warrants to each Creditor Party as follows.
10.2
Status
Each Borrower is duly incorporated, validly existing and in good standing under the laws of, and has the centre of its main interests in, Belgium.
10.3
Corporate power
Each Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
(a)
to execute the Finance Documents and the Master Agreements to which that Borrower is a party; and
35

(b)
to borrow under this Agreement, to enter into Designated Transactions under the Master Agreements to which that Borrower is a party and to make all the payments contemplated by, and to comply with, those Finance Documents and those Master Agreements.
10.4
Consents in force
All the consents referred to in Clause 10.3 (Corporate power) remain in force and nothing has occurred which makes any of them liable to revocation.
10.5
Legal validity; effective Security Interests
The Finance Documents and the Master Agreements to which each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
(a)
constitute that Borrower's legal, valid and binding obligations enforceable against that Borrower in accordance with their respective terms; and
(b)
create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;
subject to any relevant mandatory insolvency laws affecting creditors' rights generally and to general equity principles.
10.6
No third party Security Interests
Without limiting the generality of Clause 10.5 (Legal validity; effective Security Interests), at the time of the execution and delivery of each Finance Document and each Master Agreement:
(a)
each Borrower that is a party to that Finance Document or Master Agreement will have the right to create all the Security Interests which that Finance Document or Master Agreement purports to create; and
(b)
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.
10.7
No conflicts
The execution by the Borrowers of each Finance Document and each Master Agreement to which it is a party, and the borrowing by the Borrowers of the Loan, and each Borrower's compliance with each Finance Document and each Master Agreement to which it is a party will not involve or lead to a contravention of:
(a)
any law or regulation; or
(b)
the constitutional documents of that Borrower; or
(c)
any contractual or other obligation or restriction which is binding on that Borrower or any of its subsidiaries or any of their respective assets.
10.8
No default
No Event of Default or Potential Event of Default has occurred and is continuing.
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10.9
Information
All information which has been provided in writing by or on behalf of any Borrower or any Security Party to the Arrangers or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5 (Information provided to be accurate); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.7 (Form of financial statements); and there has been no material adverse change in the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of Borrower A and its subsidiaries since 30 June 2016.
10.10
No litigation
No litigation, arbitration or administrative proceedings (including, but not limited to, investigative proceedings) involving any Borrower has been commenced or taken or, to any Borrower's knowledge, is likely to be commenced or taken which, in any case, would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of any Borrower and its subsidiaries or on the ability of any Borrower to perform its obligations under the Finance Documents.
10.11
Compliance with certain undertakings
At the date of this Agreement, the Borrowers are in compliance with Clauses 11.2 (Title; negative pledge) and 11.13 (Principal place of business).
10.12
Taxes paid
Each Borrower has paid all taxes applicable to, or imposed on or in relation to, that Borrower and its business.
10.13
No money laundering
Without prejudice to the generality of Clause 2.3 (Purpose of Advances), in relation to the utilisation by each of the Borrowers of the Advances granted or to be granted to it under this Agreement, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, each Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2005/60/EC of the European Parliament and of the Council of the European Union of 26 October 2005).
10.14
Anti-Corruption Laws
Each Borrower has conducted its business in compliance with all applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
10.15
Sanctions
Each Relevant Person has been and is in compliance with all Sanctions Laws and no Relevant Person:
(a)
is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or
(b)
has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws.
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10.16
ISM Code and ISPS Code compliance
All requirements of the ISM Code and the ISPS Code as they relate to any Borrower, the Approved Manager and the Ships have been, or will be, complied with at the time of the Drawdown Date relating to each Ship.
10.17
Pari passu obligations
The payment obligations of each Borrower under this Agreement, the Master Agreements and the other Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally.
10.18
Environmental matters
Except as many have been disclosed by a Borrower in writing to, and acknowledged in writing by, the Agent:
(a)
each Borrower has complied with the provisions of all Environmental Laws;
(b)
each Borrower has obtained all Environmental Approvals and is in compliance with all Environmental Approvals;
(c)
no Borrower has received notice of any Environmental Claim that alleges that it is not in compliance with any Environmental Law of any Environmental Approval;
(d)
there is no Environmental Claim pending or, to the best of each Borrowers knowledge and belief (having made due enquiry), threatened against that Borrower or any Ship; and
(e)
no Environmental Incident which could or might give rise to any Environmental Claim has occurred.
10.19
Deduction of Tax
Each Borrower is not required to make any Tax Deduction from any payment it may make under any Finance Document.
11
GENERAL UNDERTAKINGS
11.1
General
Each Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 (General Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
11.2
Title; negative pledge
Each Borrower shall hold the legal title to, and own the entire beneficial interest in any Ship owned by that Borrower, its Earnings and Insurances, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests Provided that a Borrower may transfer any Ship owned by it to another Borrower subject to the provisions of Clause 14.15 (Transfer of Ships).
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11.3
Disposal of assets
No Borrower will transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business and for fair market value.
11.4
Maintenance of ownership of Borrowers
Borrower A shall remain the legal and beneficial owner (directly or indirectly) of the entire issued and allotted share capital of each of Borrower B and Borrower C free of any Security Interest other than Security Interests created by the Finance Documents.  At the date of this Agreement, each of Borrower B and Borrower C has issued 10,000 shares, 9,999 of such shares are registered in the ownership of Borrower A and 1 such share is registered in the ownership of Euronav Hong Kong Limited.  Borrower A is, and shall remain, the direct legal and beneficial owner of the entire issued and allotted share capital of Euronav Ship Management SAS free of any Security Interest unless and until each of the Borrowers cease to be Borrowers pursuant to the terms of this Agreement.  For the avoidance of doubt, Borrower A shall procure that Euronav Ship Management SAS shall not create any Security Interest over the share that it holds, or any other shares it may from time to time hold, in each Borrower.
11.5
Information provided to be accurate
All financial and other information which is provided in writing by or on behalf of a Borrower under or in connection with any Finance Document will be true, accurate and not misleading and will not omit any material fact or consideration.
11.6
Provision of financial statements
The Borrowers will send to the Agent:
(a)
as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrowers from and including the financial year ending 31 December 2016, the audited consolidated accounts of the Group and audited individual accounts of each Borrower;
(b)
as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrowers (which half-year end shall, for the avoidance of doubt, occur annually), the audited consolidated balance sheet of the Group certified as to its correctness by the chief financial officer of Borrower A and the audited individual balance sheet of each Borrower certified as to its correctness by an officer or director of that Borrower;
(c)
as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrowers and provided that these documents have not been published on Borrower A's website or sent to the Lenders in the form of a press release, unaudited consolidated income statements of the Group certified as to their correctness by the chief financial officer of Borrower A and unaudited individual income statements of each Borrower certified as to their correctness by an officer or director of that Borrower;
(d)
as soon as possible, but not later than 120 days after the end of each financial year of Borrower A, a financial projection for each Borrower and the Group for the next 3 years in a format which is acceptable to the Agent; and
(e)
together with the annual audited consolidated accounts and with each balance sheet of the Group referred to in paragraphs (a) and (b), a compliance certificate (together with supporting schedules, if any) signed by the chief financial officer of Borrower A in the form attached as Schedule 8 (Form of Certificate of Compliance) (or in any other format which the Agent may approve and with such other information as the Agent may require) evidencing
39

compliance with the financial undertakings in Clause 12.5 (Financial Covenants) and also listing the Fair Market Value of each of the Ships.
11.7
Form of financial statements
The audited accounts delivered under Clause 11.6 (Provision of financial statements) will:
(a)
be prepared in accordance with all applicable laws and IFRS consistently applied;
(b)
give a true and fair view of the state of affairs of the Group (or the Borrowers, as the case may be) at the date of those accounts and of profit for the period to which those accounts relate; and
(c)
fully disclose or provide for all significant liabilities of the Group (or the Borrowers, as the case may be).
11.8
Provision of further information
(a)
Borrower A will, as soon as practicable after receiving a request from the Agent provide the Agent with such additional financial information in relation to the Group which may be reasonably requested by the Agent or any Lender through the Agent.
(b)
Each Borrower shall supply to the Agent, promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions Laws against it, any of its direct or indirect owners, subsidiaries or any of their respective directors, officers, employees, agents or representatives.
11.9
Creditor notices
Each Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to all of that Borrower's shareholders or creditors or to the whole of any class of them.
11.10
Consents
Each Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:
(a)
for that Borrower to perform its obligations under any Finance Document and any Master Agreement to which it is a party;
(b)
for the validity or enforceability of any Finance Document and any Master Agreement to which it is a party;
and that Borrower will comply with the terms of all such consents.
11.11
Maintenance of Security Interests
Each Borrower will:
(a)
at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and
(b)
without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other
40

step which, in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
11.12
Notification of litigation
Each Borrower will provide the Agent with details of any legal or administrative action involving that Borrower, any Security Party or any Ship as soon as such action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.
11.13
Principal place of business
Each Borrower will notify the Agent if it has a place of business in any jurisdiction which would require a Finance Document to which it is a party to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes.
11.14
Notification of default
Each Borrower will notify the Agent as soon as that Borrower becomes aware of:
(a)
the occurrence of an Event of Default or Potential Event of Default; or
(b)
any matter which indicates that an Event of Default or Potential Event of Default may have occurred,
and will keep the Agent fully up‑to‑date with all developments.
11.15
Access to books and records
Each Borrower shall permit one or more representatives of the Agent, at the request of the Agent, to have reasonable access to its books and records and to inspect the same during normal business hours at its offices upon reasonable prior written notice.
11.16
Press releases
Borrower A will send to the Agent, at the same time as they are dispatched, copies of all press releases which are issued by the Borrowers.
11.17
Pari passu ranking
Each Borrower's payment obligations under this Agreement and any other Finance Document to which it is a party shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
11.18
Conduct of business; compliance with laws
Each Borrower shall conduct its business in a proper and efficient manner in compliance with:
(a)
its constitutional documents;
(b)
all Sanctions Laws;
(c)
all Anti-Corruption Laws;
41

(d)
all Environmental Laws; and
(e)
all other laws and regulations applicable to its business,
and shall notify the Agent immediately upon becoming aware of any breach of any such document, law or regulation.
11.19
Know your customer requirements
Promptly upon the Agent's request the Borrowers will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary "know your client" or other checks which it is required to carry out in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers.
11.20
Compliance with Sanctions Laws
Each Borrower shall:
(a)
ensure that neither it nor any subsidiary of any Borrower is or will become a Restricted Party.
(b)
use reasonable endeavours to procure that no director, officer, employee, agent or representative of any Borrower or any subsidiary of any Borrower is or will become a Restricted Party; and
(c)
procure that no proceeds of any Advance shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner for a purpose prohibited by Sanctions Laws.
11.21
Documents to be provided following execution of a Master Agreement
Following the execution of each Master Agreement, the Borrowers shall procure that promptly following the execution of such Master Agreement the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers:
(a)
if required by the Agent and in the case of each Mortgage an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by each Borrower and the relevant Swap Bank into the Master Agreement;
(b)
if required by the Agent and in the case of a Finance Document an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by each Borrower and the relevant Swap Bank into the Master Agreement;
(c)
in each case if required for the provisions of the legal opinions referred to in paragraph (f), copies of the resolutions of the directors and shareholders of the Borrowers authorising the execution of the Mortgage amendments and addenda referred to in paragraph (a);
(d)
the original of any power of attorney under which any of the Mortgage amendments and addenda referred to in paragraph (a) are to be executed on behalf of a Borrower;
(e)
documentary evidence that the Mortgage amendments and addenda referred to in paragraph (a) have been duly registered against that Ship as valid amendment or addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;
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(f)
if required by the Agent, favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered following such transfer, Norway (in relation to the first such transfer) and such other relevant jurisdictions as the Agent may require; and
(g)
if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
11.22
Drawdown of Second Advance
The Borrowers undertake to drawdown the Second Advance on or before 31 January 2017 and to provide the Finance Documents in relation to the Second Advance Ships on or before the second Drawdown Date.
12
CORPORATE UNDERTAKINGS
12.1
General
Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 (Corporate Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
12.2
Maintenance of status
Each Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and Borrower A shall maintain its listing on the First Market of Euronext Brussels and the New York Stock Exchange or such other reputable international stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed.
12.3
No change of business
No Borrower will operate outside the scope of its Articles of Association as at the date of this Agreement.
12.4
No merger etc.
No Borrower will, and each Borrower will procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation which may, in the reasonable opinion of the Majority Lenders, have a material adverse effect on the financial position that Borrower.
12.5
Financial Covenants
Borrower A will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that:
(a)
Consolidated Working Capital shall not be less than $0;
(b)
Free Liquid Assets are not less than the higher of:
(i)
$50,000,000;
(ii)
5 per cent. of Total Indebtedness;
(c)
the amount of Cash shall equal or exceed US$30,000,000; and
(d)
the ratio of Stockholders' Equity to Total Assets is not less than 30 per cent.
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In this Clause 12.5 (Financial Covenants):
"Cash" means, at any date of determination under this Agreement, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time;
"Consolidated Current Assets" means, at any date of determination under this Agreement, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months;
"Consolidated Current Liabilities" means, at any date of determination under this Agreement, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
"Consolidated Working Capital" means Consolidated Current Assets less Consolidated Current Liabilities;
"Free Liquid Assets"  means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months;
"Latest Balance Sheet"  means, at any date, the consolidated balance sheet of the Group most recently delivered to the Agent pursuant to Clause 11.6 (Provision of financial statements) and/or most recently made publicly available;
"Stockholders' Equity"  means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
"Total Assets"  means, at any date of determination under this Agreement, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and
"Total Indebtedness" means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short-term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.
12.6
Change in IFRS
If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Group generally or any member of the Group individually and the effect of complying with that change would result in the value for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of which the Lenders would reasonably expect to have been informed, Borrower A shall immediately notify the Agent of that change and procure that, as soon as reasonably practicable thereafter, Borrower A's auditors deliver to the Agent:
44

(a)
a description of the change and what adjustments would need to be made to the financial statements of the Group following that change in order to reverse the effects of that change so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and
(b)
such information, in form and substance acceptable to the Agent, as may be required:
(i)
to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Group set out in Clause 12.5 (Financial Covenants) (based on IFRS and all applicable laws in effect at the date of this Agreement); and
(ii)
to assist the Lenders in making an accurate comparison between the financial position of the Group indicated in the financial statements prepared following the change and those prepared prior to it.
In the event that the Lenders are satisfied that, based on the information provided by Borrower A's auditors, the financial covenants in Clause 12.5 (Financial Covenants) have been complied with, the Lenders and the Borrowers shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change.
12.7
Change of accounting period
Borrower A shall not change its fiscal year end date being 31 December.
12.8
Restrictions on dividends
Borrower A may only pay a dividend or make a distribution and/or buy-back its own common stock subject to the following conditions:
(a)
no Event of Default has occurred and is continuing or would result upon payment of the proposed dividend, distribution or buy-back; and
(b)
the payment of such dividend or distribution would not cause any breach of any of the financial covenants set out in Clause 12.5 (Financial Covenants).
12.9
Payment of taxes
Each Borrower shall pay when due all taxes applicable to, or imposed on or in relation to that Borrower, its business or any Ship to be owned by it.
12.10
Negative undertakings
No Borrower will:
(a)
change its legal name, type of organisation or jurisdiction of incorporation; and
(b)
provide any form of credit or financial assistance to any person or enter into any transaction with or involving any person on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length.
(c)
provide any form of credit or financial assistance to any other Borrower other than loans in relation to which the other Borrower's rights have been fully subordinated to those of the Creditor Parties.
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12.11
Notification of Sanctions
Each Borrower shall:
(a)
supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (a) a Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), as well as information on what steps are being taken with regards to answering or opposing the same;
(b)
inform the Agent promptly upon becoming aware that any of (a) a Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of a Borrower), has become or is likely to become a Restricted Party.
12.13
Incurrence of Financial Indebtedness
No Borrower shall, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness if, as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of Borrower A set out in Clause 12.5 (Financial Covenants) would be breached, on the date of such incurrence.
13
INSURANCE
13.1
General
Each Borrower also undertakes with each Creditor Party to comply with the following provisions of Clause 13 (Insurance) at all times during the Security Period (in the case of any Ships owned by that Borrower) (in the case of each Ship after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
13.2
Maintenance of obligatory insurances
Each Borrower shall keep each Ship owned by it insured at the expense of that Borrower against:
(a)
fire and usual marine risks and war risks (including hull and machinery, hull and freight interest, piracy, terrorism, missing vessel cover, blocking and trapping and confiscation); and
(b)
protection and indemnity risks (including pollution risks), on "full entry terms".
13.3
Terms of obligatory insurances
Each Borrower shall, effect such insurances in respect of each Ship owned by it:
(a)
in Dollars;
(b)
in the case of fire and usual marine risks and war risks (including coverage for war protection and indemnity with a separate limit for the same amounts insured under war hull), in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 125 per cent. of the Loan and (ii) the Fair Market Value of that Ship;
(c)
in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship;
46

(d)
in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a protection and indemnity association belonging to the International Group of Protection and Indemnity Associations;
(e)
in relation to protection and indemnity risks in respect of the Ship's full tonnage on full entry terms;
(f)
on approved terms; and
(g)
through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
13.4
Further protections for the Creditor Parties
In addition to the terms set out in Clause 13.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances shall:
(a)
in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(b)
name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;
(c)
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set‑off, counterclaim or deductions or condition whatsoever;
(d)
provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and
(e)
provide that the Security Trustee may make proof of loss if the relevant Borrower fails to do so.
13.5
Renewals
The Borrowers shall ensure that:
(a)
before the expiry of any obligatory insurance, that obligatory insurance is renewed; and
(b)
promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.
If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrowers shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed.
13.6
Letters of undertaking
In relation to all obligatory insurances effected from time to time under Clause 13.2 (Maintenance of obligatory insurances), the Borrowers shall ensure that all brokers and any
47

protection and indemnity or war risks associations in which any Ship is entered, in each case being approved by the Security Trustee (such approval not to be unreasonably withheld), provide the Security Trustee with letters of undertaking:
(a)
in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member;
(b)
in the case of a protection and indemnity or war risks association, in its standard form.
If any of the obligatory insurances referred to in Clause 13.2(a) and/or 13.2(b) form part of a fleet cover, the Borrowers will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 (Letters of undertaking) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances.
13.7
Copies of certificates of entry
The Borrowers shall ensure that any protection and indemnity and/or war risks associations in which each Ship is entered provides the Security Trustee with a certified copy of the certificate of entry for that Ship.
13.8
Deposit of original policies
The Borrowers shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.
13.9
Payment of premiums
The Borrowers shall ensure that (taking account of any applicable grace periods) all premiums, calls or contributions or other sums of money from time to time due in respect of any obligatory insurances are paid in full and produce all relevant receipts when so required by the Security Trustee.
13.10
Guarantees
The Borrowers shall arrange for the execution and delivery of all guarantees and indemnities as may from time to time be required by any Ship's P&I Club or war risks association.
13.11
Compliance with terms of insurances
No Borrower shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance in relation to any Ship invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:
(a)
each Borrower shall (in the case of any Ships owned by that Borrower) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;
(b)
no Borrower shall (in the case of any Ships owned by that Borrower) make any changes relating to the classification or classification society or manager or operator of any Ship approved by the underwriters of the obligatory insurances;
48

(c)
each Borrower shall (in the case of any Ships owned by that Borrower) make (and on request promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which any Ship it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
(d)
no Borrower shall (in the case of any Ships owned by that Borrower) employ any Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
13.12
Alteration to terms of insurances
The Borrowers will procure that:
(a)
no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and
(b)
all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part.
13.13
Settlement of claims
No Borrower shall (in the case of any Ships owned by that Borrower) settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and each Borrower shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
13.14
Provision of information
Each Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:
(a)
obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)
effecting or renewing any such insurances as are referred to in Clause 13.15 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances;
and the Borrowers shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).
13.15
Mortgagee's interest and additional perils insurances
The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect, maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's interest marine insurance in such amounts, on such terms reasonably available in the market, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrowers shall upon demand fully indemnify the Agent or the Security Trustee (as the case may be) in respect of all reasonable
49

premiums and other reasonable expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance Provided that the cover in respect of the mortgagee's interest marine insurance shall not exceed 110 per cent. of the Loan.
Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrowers of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected.  If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrowers can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrowers.
14
SHIP COVENANTS
14.1
General
Each Borrower also undertakes with each Creditor Party to comply with the provisions of this Clause 14 (Ship Covenants) at all times during the Security Period (in the case of any Ships owned by that Borrower) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld in the case of Clause 14.2 (Ship's name and registration), 14.12 (Restrictions on chartering, appointment of managers etc.) and 14.14 (Sharing of Earnings).
14.2
Ship's name and registration
Subject to Clause 14.15 (Transfer of Ships), each Borrower shall (in the case of any Ships owned by that Borrower) keep each Ship owned by it registered in its name on an Approved Flag; and shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled and shall not change the name or country of registry of any Ship Provided that Borrower may change the registry of a Ship owned by it to any Approved Flag without the consent of the Lenders subject to the relevant Borrower, as the case may be, providing the Creditor Parties with replacement security at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on that Ship and subject to any appropriate consequential amendments to the Finance Documents.
14.3
Repair and classification
Each Borrower shall (in the case of any Ships owned by that Borrower) keep each Ship owned by it in a good safe condition and state of repair:
(a)
consistent with first-class ship ownership and management practice;
(b)
so as to maintain that Ship's class as at the date of this Agreement free of overdue recommendations and conditions affecting that Ship's class with a classification society which has been approved by the Agent; and
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(c)
so as to comply with all laws and regulations applicable to vessels registered on the applicable Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.
14.4
Modification
No Borrower shall (in the case of any Ships owned by that Borrower) make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of any Ship or reduce its value.
14.5
Removal of parts
No Borrower shall (in the case of any Ships owned by that Borrower) remove any material part of any Ship, or any item of equipment installed on any Ship, except in the normal course of maintenance and repair, unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the Ship the property of the relevant Borrower and subject to the security constituted by the relevant Mortgage Provided that the Borrower owning the relevant Ship may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship concerned.
14.6
Surveys
Each Borrower shall (in the case of any Ships owned by that Borrower) submit each Ship regularly to such periodical or other surveys which may be required for that Ship's classification purposes and shall comply with all conditions and recommendations affecting that Ship's class of the relevant classification society in accordance with their terms unless waived.
14.7
Inspection
Each Borrower shall (in the case of any Ships owned by that Borrower) permit the Agent (by surveyors or other persons appointed by it for that purpose, at the Borrowers' expense once per year) to board any Ship at all reasonable times to inspect its condition (without interfering with that Ship's operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.
14.8
Prevention of and release from arrest
Each Borrower shall (in the case of any Ships owned by that Borrower) promptly discharge, unless the same is being contested in good faith by that Borrower:
(a)
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any such Ship, its Earnings or the Insurances in relation any such Ship;
(b)
all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and
(c)
all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship;
and, forthwith upon receiving notice of the arrest of any Ship, or of its detention in exercise or purported exercise of any lien or claim, unless the same is being contested in good faith by that Borrower, the Borrowers shall as soon as possible or in any event within 30 days (or
51

such greater period as may be agreed by the Agent) procure its release by providing bail or otherwise as the circumstances may require.
14.9
Compliance with laws etc.
Each Borrower shall:
(a)
comply, or procure compliance with all laws  or regulations:
(i)
relating to its business generally; and
(ii)
relating to each Ship owned by that Borrower, its ownership, employment, operation, management and registration,
including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Flag in relation to each Ship owned by that Borrower;
(b)
obtain, comply with and do all that is necessary to maintain in full force and effect any consents required to be obtained and maintained by that Borrower in connection with any Environmental Laws;
(c)
without limiting paragraph (a) above, not employ any Ship owned by that Borrower nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws; and
(d)
procure that no Borrower nor any member of the Group is or becomes a Restricted Person.
14.10
Provision of information
Each Borrower shall (in the case of any Ship owned by that Borrower) promptly provide the Agent with any information which it reasonably requests regarding:
(a)
any Ship, its employment, position and engagements;
(b)
the Earnings and payments and amounts due to any Ship's master and crew;
(c)
any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of any Ship and any payments made in respect of any Ship;
(d)
any towages and salvages;
(e)
that Borrower, the Approved Managers' or any Ship's compliance with the ISM Code and/or the ISPS Code,
and, upon the Agent's request, to provide copies of any current charter relating to any Ship and of any current charter guarantee (unless that Borrower is prohibited to do so under applicable confidentiality provisions and if there is any such confidentiality provision, that Borrower shall use all reasonable endeavours to provide such copies) and copies of any Ship's Safety Management Certificate.
14.11
Notification of certain events
The Borrowers shall immediately notify the Agent by email, confirmed forthwith by letter, of:
(a)
any casualty of any Ship which is or is likely to be or to become a Major Casualty;
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(b)
any occurrence as a result of which any Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c)
any requirement or recommendation made by any insurer or classification society or by any competent authority in respect of any Ship which is not complied with within the applicable time limit;
(d)
any arrest or detention of a Ship, any exercise of any lien on any Ship or its Earnings or any requisition of a Ship for hire which may be material in the context of this Agreement;
(e)
any Environmental Claim made against any Borrower or in connection with a Ship, or any Environmental Incident;
(f)
any claim for breach of the ISM Code or the ISPS Code being made against an Borrower, an Approved Manager or otherwise in connection with a Ship; or
(g)
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;
and the Borrowers shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of any Borrower's, the Approved Manager's or any other person's response to any of those events or matters.
14.12
Restrictions on chartering, appointment of managers etc.
No Borrower shall (in the case of any Ships owned by that Borrower):
(a)
let any Ship on demise charter for any period;
(b)
enter into any charter in relation to any Ship under which more than 2 months' hire (or the equivalent) is payable in advance;
(c)
charter any Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;
(d)
appoint a manager of any Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager's appointment; or
(e)
put any Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either:
(i)
that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or
(ii)
the cost of such work is covered by insurances; or
(iii)
the Borrower owning the relevant Ship establishes to the reasonable satisfaction of the Agent that it has sufficient funds to pay for the cost of such work.
14.13
Notice of Mortgage
Each Borrower shall (in the case of any Ships owned by that Borrower) keep each Mortgage registered against the relevant Ship as a valid first priority mortgage, carry on board each Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of each Ship a framed printed notice stating that that Ship is mortgaged by the relevant Borrower to the Security Trustee.
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14.14
Sharing of Earnings
No Borrower will (in the case of any Ships owned by that Borrower) enter into any agreement or arrangement for the sharing of any Earnings other than pursuant to a pooling agreement relating to the Tankers International Pool.
14.15
Transfer of Ships
Notwithstanding Clause 14.2 (Ship's name and registration), a Borrower may transfer the ownership of a Ship owned by it to any other Borrower provided that on or before the date of such transfer the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers:
(a)
a duly executed original of the Replacement Finance Documents in relation to the relevant Ship (and of each document required to be delivered by their respective terms);
(b)
in each case if required for the provisions of the legal opinions referred to in paragraph (f), copies of the resolutions of the directors of the relevant Borrower authorising the execution of each of the Replacement Finance Documents in relation to the relevant Ship;
(c)
the original of any power of attorney under which any of the Replacement Finance Documents in relation to the relevant Ship are to be executed on behalf of the relevant Borrower;
(d)
documentary evidence that the relevant Ship:
(i)
is definitively and permanently registered in the name of the relevant Borrower as new owner under the relevant Approved Flag;
(ii)
is in the absolute and unencumbered ownership of the relevant Borrower as new owner save as contemplated by the Finance Documents;
(iii)
the Mortgage granted by the relevant Borrower as new owner in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and
(iv)
notwithstanding the transfer of ownership to the relevant Borrower as new owner, it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
(e)
documents establishing that the Ship will, as from the date of such transfer, be managed by the Approved Manager on terms acceptable to the Lenders, together with:
(i)
a Manager's Undertaking in respect of the Ship; and
(ii)
copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC;
(f)
favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered following such transfer and such other relevant jurisdictions as the Agent may require;
(g)
a favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require;
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(h)
if required by the Agent, a duly executed original of a supplemental agreement to this Agreement specifying such consequential amendments to the Loan Agreement and other Finance Documents as may be required as a consequence of:
(i)
the transfer of ownership of the relevant Ship;
(ii)
the execution of the Replacement Finance Documents in relation to the relevant Ship; and
(iii)
the transfer of the relevant Advance by the Borrower transferring ownership of the relevant Ship to the new Borrower;
(i)
if Borrower A transfers the ownership of all Ships owned by it, it shall provide a guarantee of the obligations of the other Borrowers under this Agreement and the other Finance Documents in a form approved by the Agent; and
(j)
if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
14.16
Commitments and Loan
Subject to the satisfaction of Clause 14.15 (Transfer of Ships), if the ownership of a Ship is transferred from one Borrower to another Borrower this shall not affect the Commitments.
15
SECURITY COVER
15.1
Minimum required security cover
Clause 15.2 (Provision of additional security; prepayment) applies if the Agent notifies the Borrowers that:
(a)
the aggregate of the Fair Market Values (determined as provided in Clause 15.3 (Valuation of Ships) of each Ship subject to a Mortgage; plus
(b)
the net realisable value of any additional security previously provided under this Clause 15 (Security Cover);
is below 125 per cent. of the Loan.
15.2
Provision of additional security; prepayment
If the Agent serves a notice on the Borrowers under Clause 15.1 (Minimum required security cover), the Borrowers shall, within 30 days after the date on which the Agent's notice is served:
(a)
provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment) in response to the same notice) at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par; and/or
(b)
prepay such part of the Loan as will eliminate the shortfall (taking into account the net realisable value of any additional security provided pursuant to paragraph (a) of Clause 15.2 (Provision of additional security; prepayment)in response to the same notice).
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15.3
Valuation of Ships
The Fair Market Value of a Ship at any date is that shown by the average of 2 valuations:
(a)
as at a date not more than 30 days previously;
(b)
by an Approved Shipbroker;
(c)
without physical inspection of that Ship;
(d)
on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment;
(e)
after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.
The Borrowers shall provide (at their own cost) the valuations addressed to the Agent of each Ship which are required to determine its Fair Market Value pursuant to this Clause 15.3 (Valuation of Ships) at the same time as Borrower A provides to the Agent the compliance certificates pursuant to paragraph (e) of Clause 11.6 (Provision of financial statements) and, after the occurrence of an Event of Default which is continuing, whenever requested by the Agent.
15.4
Value of additional vessel security
The net realisable value of any additional security which is provided under Clause 15.2 (Provision of additional security; prepayment) and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3 (Valuation of Ships).
15.5
Valuations binding
Any valuation under Clause 15.2 (Provision of additional security; prepayment), 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) shall be binding and conclusive as regards the Borrowers and the Lenders, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest over a vessel.
15.6
Provision of information
The Borrowers shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of its valuation.
15.7
Payment of valuation expenses
Without prejudice to the generality of the Borrowers' obligations under Clauses 20.2 (Costs of negotiation, preparation etc.), 20.3 (Costs of variations, amendments, enforcement etc.) and 21.3 (Miscellaneous indemnities), the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.
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15.8
Application of prepayment
Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to any prepayment pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment).
16
PAYMENTS AND CALCULATIONS
16.1
Currency and method of payments
All payments to be made by the Lenders or by any Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:
(a)
by not later than 11.00 a.m. (New York City time) on the due date;
(b)
in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);
(c)
in the case of an amount payable by a Lender to the Agent or by any Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrowers and the other Creditor Parties; and
(d)
in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other Creditor Parties.
16.2
Payment on non-Business Day
If any payment by any Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:
(a)
the due date shall be extended to the next succeeding Business Day; or
(b)
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;
and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.
16.3
Basis for calculation of periodic payments
All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
16.4
Distribution of payments to Creditor Parties
Subject to Clause 16.5 (Permitted deductions by Agent), Clause 16.6 (Agent only obliged to pay when monies received) and Clause 16.7 (Refund to Agent of monies not received):
(a)
any amount received by the Agent under a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the Security Trustee shall be made available by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender and the Swap Counterparty or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and
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(b)
amounts to be applied in satisfying amounts of a particular category which are due to the Lenders and/or the Swap Counterparties generally shall be distributed by the Agent to each Lender and each Swap Counterparty pro rata to the amount in that category which is due to it.
16.5
Permitted deductions by Agent
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand.
16.6
Agent only obliged to pay when monies received
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to any Borrower or any Lender or that Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to that Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum.
16.7
Refund to Agent of monies not received
If and to the extent that the Agent makes available a sum to a Borrower or a Lender or a Swap Counterparty, without first having received that sum, that Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:
(a)
refund the sum in full to the Agent; and
(b)
pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.
16.8
Agent may assume receipt
Clause 16.7 (Refund to Agent of monies not received) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.
16.9
Creditor Party accounts
Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.
16.10
Agent's memorandum account
The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party.
16.11
Accounts prima facie evidence
If any accounts maintained under Clauses 16.9 (Creditor Party accounts) and 16.10 (Agent's memorandum account) show an amount to be owing by a Borrower or a Security Party to a
58

Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.
16.12
Impaired Agent
(a)
If, at any time, the Agent becomes an Impaired Agent, a Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 16.1 (Currency and method of payments) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account for the benefit of the Creditor Party or Creditor Parties beneficially entitled to that payment under the Finance Documents.  In each case such payments must be made on the due date for payment under the Finance Documents.
(b)
All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c)
Where a Borrower or a Lender has made a payment in accordance with this Clause 16.12 (Impaired Agent) it shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d)
Promptly upon the appointment of a successor Agent in accordance with Clause 24 (The Agent, the Arrangers and the Reference Banks) each party which has made a payment to a trust account in accordance with this Clause 16.12 (Impaired Agent) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 16.4 (Distribution of payments to Creditor Parties).
17
APPLICATION OF RECEIPTS
17.1
Normal order of application
Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:
(a)
FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;
(b)
SECONDLY: in or towards satisfaction of any amounts then due and payable to the Creditor Parties (other than the Swap Banks) under the Finance Documents (or any of them) in such order of application and/or such proportions as the Agent, acting with the authorisation of the Lenders, may specify by notice to the Borrowers, the Security Parties and the other Creditor Parties,
(c)
THIRDLY: in retention of an amount equal to any amount not then due and payable to the Creditor Parties (other than the Swap Banks) under any Finance Document but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (b);
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(d)
FOURTHLY: in or towards satisfaction pro rata of any amount then due and payable under any Master Agreement which relates to a Designated Transaction;
(e)
FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Master Agreement which relates to a Designated Transaction but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (d); and
(f)
SIXTHLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it.
17.2
Variation of order of application
The Agent may, with the authorisation of the Lenders, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 (Normal order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories.
17.3
Notice of variation of order of application
The Agent may give notices under Clause 17.2 (Variation of order of application) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
17.4
Appropriation rights overridden
This Clause 17 (Application of Receipts) and any notice which the Agent gives under Clause 17.2 (Variation of order of application) shall override any right of appropriation possessed, and any appropriation made, by any Borrower or any Security Party.
18
APPLICATION OF EARNINGS
18.1
Earnings
Each Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (and subject only to the provisions of the General Assignments) all the Earnings of each Ship owned by it and proceeds under any Insurances in relation to any Ship owned by is are paid to the Earnings Account in relation to that Borrower without delay or deductions Provided that the Earnings in respect of each Ship shall be available to the Borrowers unless an Event of Default has occurred and is continuing.
18.2
Location of accounts
Each Borrower shall promptly:
(a)
comply with any requirement of the Agent as to the location or re‑location of the Earnings Account in relation to that Borrower; and
(b)
execute any documents which the Agent reasonably specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account in relation to that Borrower.
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19
EVENTS OF DEFAULT
19.1
Events of Default
An Event of Default occurs if:
(a)
any Borrower or any Security Party fails to pay within 3 Business Days of the date when due or, if payable on demand, within 3 Business Days of such demand, any sum payable under a Finance Document or under any document relating to a Finance Document; or
(b)
any breach occurs of Clause 9.2 (Waiver of conditions precedent), Clause 10.15 (Sanctions), Clause 11.2 (Title; negative pledge), Clause 11.3 (Disposal of assets), Clause 11.4 (Maintenance of ownership of Borrowers), Clause 11.18 (Conduct of business; compliance with laws) in so far as it relates to Sanctions Laws, Clause 11.20 (Compliance with Sanctions Laws), Clause 12.2 (Maintenance of status), Clause 12.3 (No change of business), Clause 12.4 (No merger etc.), Clause 12.8 (Restrictions on dividends), Clause  12.11 (Notification of Sanctions), Clause 13 (Insurance), paragraph (c) of Clause 14.9 (Compliance with laws etc.), or Clause 15.2 (Provision of additional security; prepayment); or
(c)
(subject to any applicable grace period in the relevant Finance Documents) any breach by any Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such default is capable of remedy, such default continues unremedied 10 days after written notice from the Agent requesting action to remedy the same; or
(d)
any representation, warranty or statement made by, or by an officer of, any Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made; or
(e)
any of the following occurs in relation to a Relevant Person:
(i)
a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or
(ii)
a Relevant Person fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction or any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $10,000,000 or more or the equivalent in another currency; or
(iii)
an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or any administrative or other receiver is appointed over any asset of a Relevant Person; or
(iv)
a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or an administration notice is given or filed in relation to a Relevant Person, or a winding up or administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than any Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or
(v)
a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person
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unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or
(vi)
a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non‑judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or
(vii)
any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi); or
(viii)
in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or
(f)
any repayment of principal in respect of, or any payment of interest on, any Financial Indebtedness of a Borrower is not paid when due nor within any originally applicable grace period (unless the due date for payment thereof is rescheduled with the agreement of the relevant creditor before the expiry of such grace period);or
(g)
any Financial Indebtedness of a Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described); or
(h)
any commitment to a Borrower for any Financial Indebtedness is cancelled by a creditor of that Borrower by reason of an event of default (however described); or
(i)
any Financial Indebtedness of a Borrower becomes capable of being declared due and payable prior to its specified maturity or any commitment to a Borrower for any Financial Indebtedness becomes capable of being cancelled in either case as a result of an event of default (howsoever described) and the event giving rise to that event of default is not waived or remedied to the satisfaction of the relevant creditor within 30 days of its occurrence;
provided that (with respect to sub-paragraphs (f) to (i) above) no Event of Default will occur under these sub-paragraphs (f) to (i) above if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (f) to (i) above is less than $10,000,000 (or its equivalent in any other currency or currencies).
(j)
any Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or
(k)
it becomes unlawful in any Pertinent Jurisdiction or impossible:
(i)
for any Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or
(ii)
for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or
(l)
any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security
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Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or
(m)
any event or circumstance occurs which the Majority Lenders determine has, or could reasonably be expected to have, a material adverse effect on:
(i)
the ability of any Borrower to perform its obligations under the Finance Documents; or
(ii)
the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of any Borrower or any of their respective subsidiaries; or
(n)
at any time, any Borrower is not in compliance with all material Environmental Laws relating to each Ship, its ownership, operation and management or to the business of the relevant Borrower; or
(o)
a Borrower rescinds or repudiates a Finance Document.
19.2
Actions following an Event of Default
On, or at any time after, the occurrence of an Event of Default which is continuing:
(a)
the Agent may, and if so instructed by the Majority Lenders, the Agent shall:
(i)
serve on the Borrowers a notice stating that the Commitments and all other obligations of each Lender to the Borrowers under this Agreement are terminated; and/or
(ii)
serve on the Borrowers a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or
(iii)
take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or
(b)
the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law.
19.3
Termination of Commitments
On the service of a notice under paragraph (a)(i) of Clause 19.2 (Actions following an Event of Default), the Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall terminate.
19.4
Acceleration of Loan
On the service of a notice under paragraph (a)(ii) of Clause 19.2 (Actions following an Event of Default), the Loan, all accrued interest and all other amounts accrued or owing from any Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.
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19.5
Multiple notices; action without notice
The Agent may serve notices under paragraphs (a)(i) and (ii) of Clause 19.2 (Actions following an Event of Default) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 (Actions following an Event of Default) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.
19.6
Notification of Creditor Parties and Security Parties
The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under Clause 19.2 (Actions following an Event of Default); but the notice shall become effective when it is served on the Borrowers, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide any Borrower or any Security Party with any form of claim or defence.
19.7
Creditor Party rights unimpaired
Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 (Interests several).
19.8
Exclusion of Creditor Party liability
No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to a Borrower or a Security Party:
(a)
for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or
(b)
as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset;
except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.
In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and each Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.
19.9
Relevant Persons
In this Clause 19 (Events of Default) a "Relevant Person" means a Borrower, a Security Party or any of a Borrower's subsidiaries, but excluding any company which is dormant and the value of whose gross assets is $5,000,000 or less.
19.10
Interpretation
In Clause 19.1(e) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(e) "petition" includes an application.
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19.11
Position of Swap Counterparties
Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 19 (Events of Default), to have any regard to the requirements of a Swap Counterparty except to the extent that such Swap Counterparty is also a Lender.
20
FEES AND EXPENSES
20.1
Fees
The Borrowers shall pay to the Agent:
(a)
on the date of this Agreement or as otherwise agreed, the fees in amounts previously agreed in writing between the Agent and the Borrowers; and
(b)
quarterly in arrears on each 31 March, 30 June, 30 September and 31 December and on the first Drawdown Date (or, if earlier, the date on which this Agreement is terminated) during the period from the date of this Agreement to the last day of the Availability Period (or, if earlier, the date on which this Agreement is terminated), for the account of the Lenders, a commitment fee at the rate of 35 per cent. of the Margin per annum on the Total Available Commitments, for distribution among the Lenders pro rata to their Commitments.
20.2
Costs of negotiation, preparation etc.
The Borrowers shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.
20.3
Costs of variations, amendments, enforcement etc.
The Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:
(a)
any amendment or supplement to a Finance Document or any proposal for such an amendment to be made;
(b)
any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;
(c)
the valuation of any security provided or offered under Clause 15 (Security Cover) or any other matter relating to such security; or
(d)
any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.
There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.
20.4
Documentary taxes
The Borrowers shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any
65
claims, expenses, liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax.
20.5
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 (Fees and Expenses) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
21
INDEMNITIES
21.1
Indemnities regarding borrowing and repayment of Loan
The Borrowers shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party as a result of or in connection with:
(a)
an Advance not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;
(b)
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of the applicable Interest Period or other relevant period;
(c)
any failure (for whatever reason) by the Borrowers to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrowers on the amount concerned under Clause 7 (Default Interest));
(d)
the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19 (Events of Default); and
(e)
in respect of any tax (other than tax on its overall net income under the law of the jurisdiction in which that Creditor Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Creditor Party is treated as resident for tax purposes or to the extent a claim, liability or loss relates to a FATCA Deduction required to be made by a party to this Agreement) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.
21.2
Breakage costs
Without limiting its generality, Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) covers any Break Costs.
21.3
Miscellaneous indemnities
The Borrowers shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:
(a)
any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or
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(b)
any other Pertinent Matter;
other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.
21.4
Currency indemnity
If any sum due from any Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:
(a)
making or lodging any claim or proof against any Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or
(b)
obtaining an order or judgment from any court or other tribunal; or
(c)
enforcing any such order or judgment;
the Borrowers shall indemnify within 3 Business Days of demand the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.
In this Clause 21.4 (Currency indemnity), the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
This Clause 21.4 (Currency indemnity) creates a separate liability of the Borrowers which is distinct from their other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.
21.5
Sanctions and regulatory indemnities
The Borrowers shall pay to the Agent on demand, and the Borrowers shall indemnify each Lender against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by a Lender (other than in each case by reason of a Lender's gross negligence, dishonesty or wilful misconduct):
(a)
arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or
(b)
as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and as a result of conduct of any Borrower or any of their partners, directors, officers, employees or agents that violates any Sanctions Laws.
21.6
Application to Master Agreements
For the avoidance of doubt, Clause 21.4 (Currency indemnity) does not apply in respect of sums due from a Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master Agreement shall apply.
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21.7
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 (Indemnities) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
21.8
Sums deemed due to a Lender
For the purposes of this Clause 21 (Indemnities), a sum payable by the Borrowers to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.
22
NO SET-OFF OR TAX DEDUCTION
22.1
No deductions
All amounts due from the Borrowers (or any of them) under a Finance Document shall be paid:
(a)
without any form of set‑off, cross-claim or condition; and
(b)
free and clear of any Tax Deduction except a Tax Deduction which a Borrower is required by law to make.
22.2
Grossing-up for taxes
Subject as provided in Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office), if a Borrower is required by law to make a Tax Deduction from any payment:
(a)
that Borrower shall notify the Agent as soon as it becomes aware of the requirement;
(b)
that Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;
(c)
the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the Tax Deduction) a net amount which, after the Tax Deduction, is equal to the full amount which it would otherwise have received; and
(d)
that Borrower shall, as soon as reasonably practicable after making the relevant Tax Deduction, deliver to the Agent a copy of the receipt from the relevant taxation authority evidencing that the tax had been paid to that authority.
22.3
Evidence of payment of taxes
Promptly, and in any event within 1 month after making any Tax Deduction, the Borrower concerned shall deliver to the Agent for the Creditor Party entitled to the payment an original receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax had been paid to the appropriate taxation authority.
22.4
Tax credit
A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Borrowers (or any of them) have made an increased payment under Clause 22.2 (Grossing-up for taxes)
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shall pay to the relevant Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the relevant Borrowers in respect of which the relevant Borrowers made the increased payment Provided that:
(a)
the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;
(b)
nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(c)
nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a Tax Deduction from a payment;
(d)
any allocation or determination made by a Creditor Party under or in connection with this Clause 22.4 (Tax credit) shall be conclusive and binding on the Borrowers and the other Creditor Parties;
(e)
nothing in this Clause 22.4 (Tax credit) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and
(f)
the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.
22.5
Tax Deduction
In this Clause 22 (No Set-Off or Tax Deduction) "Tax Deduction" means any deduction or withholding for or on account of any present or future tax other than a FATCA Deduction.
22.6
Value Added Tax
(a)
All amounts expressed to be payable under a Finance Document by any party to a Creditor Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by any Creditor Party to any part in connection with a Finance Document, that party shall pay to the Creditor Party (in additional to and at the same time as paying the consideration) an amount equal to the amount of the VAT.
(b)
Where a Finance Document requires any party to reimburse a Creditor Party for any costs or expenses, that party shall also at the same time pay and indemnify the Creditor Party against all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the Creditor Party reasonably determines that it is not entitled to credit or repayment of the VAT.
22.7
Application to Master Agreements
For the avoidance of doubt, Clause 22 (No Set-Off or Tax Deduction) does not apply in respect of sums due from a Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply.
22.8
FATCA information
(a)
Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
(i)
confirm to that other Party whether it is:
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(A)
a FATCA Exempt Party; or
(B)
not a FATCA Exempt Party;
(ii)
supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii)
supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
(b)
If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c)
Paragraph (a) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i)
any law or regulation;
(ii)
any fiduciary duty; or
(iii)
any duty of confidentiality.
(d)
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
22.9
FATCA Deduction
(a)
Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)
Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers and the Agent and the Agent shall notify the other Creditor Parties.
23
ILLEGALITY, ETC.
23.1
Illegality, etc.
This Clause 23 (Illegality, etc.) applies if a Lender (the "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become:
(a)
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
(b)
contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions Laws,
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for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.
23.2
Notification of illegality
The Agent shall promptly notify the Borrowers, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23 (Illegality, etc.
Illegality) which the Agent receives from the Notifying Lender.
23.3
Prepayment; termination of Commitment
On the Agent notifying the Borrowers under Clause 23.2 (Notification of illegality), the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23 (Illegality, etc.) as the date on which the notified event would become effective the Borrowers shall prepay the Notifying Lender's Contribution in accordance with Clause 8 (Reduction, Repayment, Prepayment and Cancellation).
23.4
Mitigation
If circumstances arise which would result in a notification under Clause 23 (Illegality, etc.) then, without in any way limiting the rights of the Notifying Lender under Clause 23.3 (Prepayment; termination of Commitment), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:
(a)
have an adverse effect on its business, operations or financial condition; or
(b)
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
(c)
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
24
THE AGENT, THE ARRANGERS AND THE REFERENCE BANKS
24.1
Appointment of the Agent
(a)
Each of the Arrangers, the Lenders and the Swap Banks appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b)
Each of the Arrangers, the Lenders and the Swap Banks authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
24.2
Instructions
(a)
The Agent shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
(A)
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
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(B)
in all other cases, the Majority Lenders; and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Agent to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Creditor Parties.
(e)
If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 (Variations and Waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties.
(g)
The Agent may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 24.2 (Instructions), in the absence of instructions, the Agent shall not be obliged to take any action  (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties.  The Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor Parties.
(i)
The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
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24.3
Duties of the Agent
(a)
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c)
Without prejudice to Clause 30.3 (Transfer Certificate, delivery and notification), paragraph (b) above shall not apply to any Transfer Certificate.
(d)
Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e)
If the Agent receives notice from a Party referring to any Finance Document, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Creditor Parties.
(f)
If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Creditor Party (other than the Agent, the Arranger or the Security Trustee) under this Agreement, it shall promptly notify the other Creditor Parties.
(g)
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
24.4
Role of the Arranger
Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.
24.5
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.
(b)
Neither the Agent nor the Arranger shall be bound to account to other Creditor Party for any sum or the profit element of any sum received by it for its own account.
24.6
Application of receipts
Except as expressly stated to the contrary in any Finance Document, any moneys which the Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance with Clause 17 (Application of Receipts).
24.7
Business with the Group
The Agent and the Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
24.8
Rights and discretions
(a)
The Agent may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
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(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; and
(B)
unless it has received notice of revocation, that those instructions have not been revoked; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Creditor Parties) that:
(i)
no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under paragraph  (a) of Clause 19.1 (Events of Default);
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised; and
(iii)
any notice or request made by any Borrower (other than a Drawdown Notice) is made on behalf of and with the consent and knowledge of all the Borrowers.
(c)
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d)
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e)
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(f)
The Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
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(g)
Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.
(h)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(i)
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
24.9
Responsibility for documentation
Neither the Agent nor the Arrangers are responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arrangers, a Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Pertinent Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Pertinent Document or the Security Property.
24.10
No duty to monitor
The Agent shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by any Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
24.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (or any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
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(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Agent may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Agent may rely on this Clause.
(c)
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d)
Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
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24.12
Lenders' indemnity to the Agent
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by a Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to a Borrower.
24.13
Resignation of the Agent
(a)
The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrowers.
(b)
Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint as a successor Agent any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint as a successor Agent any reputable financial institution.
(d)
The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e)
The Agent's resignation notice shall only take effect upon the appointment of a successor.
(f)
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 24 (The Agent, the Arrangers and the Reference Banks) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Agent.  Any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Agent shall resign in accordance with paragraph (b) above.
(h)
The consent of any Borrower (or any other Borrower) is not required for an assignment or transfer of rights and/or obligations by the Agent.
(i)
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
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(i)
the Agent fails to respond to a request under Clause 22.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)
the information supplied by the Agent pursuant to Clause 22.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)
the Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
24.14
Confidentiality
(a)
In acting as Agent for the Creditor Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
24.15
Relationship with the other Creditor Parties
(a)
The Agent may treat the person shown in its records as Lender or Swap Bank at the opening of business (in the place of the Agent's principal office as notified to the Creditor Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap Bank:
(i)
entitled to or liable for any payment due under any Finance Document on that day; and
(ii)
entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,
unless it has received not less than five Business Days' prior notice from that Lender or Swap Bank to the contrary in accordance with the terms of this Agreement.
(b)
Each Creditor Party shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Creditor Party shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee and any reference to any instructions being given by or sought from any Creditor Party or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or sought through the Agent.
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(c)
Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 35.7 (Electronic communication) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 35.2 (Addresses for communications) and Clause 35.7 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
24.16
Credit appraisal by the Creditor Parties
Without affecting the responsibility of any Borrower for information supplied by it or on its behalf in connection with any Document, each Creditor Party confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
24.17
Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
24.18
Reliance and engagement letters
Each Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already
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accepted by the Arrangers or the Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
24.19
Full freedom to enter into transactions
Without prejudice to Clause 24.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by any Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to any Borrower or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
25
THE SECURITY TRUSTEE
25.1
Trust
(a)
The Security Trustee declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 25 (The Security Trustee) and the other provisions of the Finance Documents.
(b)
Each other Creditor Party authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
25.2
Parallel Debt (Covenant to pay the Security Trustee)
(a)
Each Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.
The Parallel Debt of a Borrower:
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(i)
shall become due and payable at the same time as its Corresponding Debt;
(ii)
is independent and separate from, and without prejudice to, its Corresponding Debt.
(b)
For purposes of this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)), the Security Trustee:
(i)
is the independent and separate creditor of each Parallel Debt;
(ii)
acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect of each Parallel Debt shall not be held on trust; and
(iii)
shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).
(c)
The Parallel Debt of a Borrower shall be:
(i)
decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii)
increased to the extent that its Corresponding Debt has increased,
and the Corresponding Debt of a Borrower shall be:
(A)
decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and
(B)
increased to the extent that its Parallel Debt has increased,
in each case provided that the Parallel Debt of a Borrower shall never exceed its Corresponding Debt.
(d)
All amounts received or recovered by the Security Trustee in connection with this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 17 (Application of Receipts).
(e)
This Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with any necessary modifications, to each Finance Document.
25.3
Enforcement through Security Trustee only
The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Finance Documents except through the Security Trustee.
25.4
Instructions
(a)
The Security Trustee shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Trustee in accordance with any instructions given to it by:
(A)
all Lenders (or the Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
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(B)
in all other cases, the Majority Lenders (or the Agent on their behalf); and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Trustee may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Security Trustee to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Security Trustee's own position in its personal capacity as opposed to its role of Security Trustee for the relevant Secured Parties.
(iv)
in respect of the exercise of the Security Trustee's discretion to exercise a right, power or authority under any of:
(A)
Clause 25.28 (Application of receipts);
(B)
Clause 25.29 (Permitted Deductions); and
(C)
Clause 25.30 (Prospective liabilities).
(e)
If giving effect to instructions given by the Majority Lenders would in the Security Trustee's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 (Variations and Waivers), the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i)
it has not received any instructions as to the exercise of that discretion; or
(ii)
the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,
the Security Trustee shall do so having regard to the interests of all the Creditor Parties.
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(g)
The Security Trustee may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 25.4 (Instructions), in the absence of instructions, the Security Trustee may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i)
The Security Trustee is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
25.5
Duties of the Security Trustee
(a)
The Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
The Security Trustee shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party.
(c)
Except where a Finance Document specifically provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d)
If the Security Trustee receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Creditor Parties.
(e)
The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
25.6
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or fiduciary of any Borrower.
(b)
The Security Trustee shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.
25.7
Business with the Group
The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
25.8
Rights and discretions
(a)
The Security Trustee may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
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(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents;
(B)
unless it has received notice of revocation, that those instructions have not been revoked;
(C)
if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties through the Agent and may give to the Agent any notice or other communication required to be given by the Security Trustee to any Creditor Party.
(c)
The Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for the Creditor Parties) that:
(i)
no Event of Default has occurred;
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised; and
(iii)
any notice or request made by any Borrower (other than a Drawdown Notice) is made on behalf of and with the consent and knowledge of all the Borrowers.
(d)
The Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(e)
Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable.
(f)
The Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(g)
The Security Trustee may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
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(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
unless such error or such loss was directly caused by the Security Trustee's gross negligence or wilful misconduct.
(h)
Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security trustee under the Finance Documents.
(i)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(j)
Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
25.9
Responsibility for documentation
None of the Security Trustee or any Receiver is responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arranger, a Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property.
25.10
No duty to monitor
The Security Trustee shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by any Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
25.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver), none of the Security Trustee nor any Receiver will be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
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(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i)  to  (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Security Trustee or that Receiver (as applicable) may take any proceedings against any officer, employee or agent of the Security Trustee or a Receiver in respect of any claim it might have against the Security Trustee or a Receiver or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property.
(c)
The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose.
(d)
Nothing in this Agreement shall oblige the Security Trustee to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Trustee.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Trustee or Receiver or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee or any Receiver at any time which increase the amount of that loss. In no event shall
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the Security Trustee or any Receiver be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Trustee or the Receiver has been advised of the possibility of such loss or damages.
25.12
Lenders' indemnity to the Security Trustee
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Trustee and every Receiver, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Trustee's or Receiver's gross negligence or wilful misconduct) in acting as Security Trustee or Receiver under the Finance Documents (unless the Security Trustee or Receiver has been reimbursed by a Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Trustee pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Trustee to a Borrower.
25.13
Resignation of the Security Trustee
(a)
The Security Trustee may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrowers.
(b)
Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint as a successor Security Trustee any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Trustee (after consultation with the Borrowers) may appoint as a successor Security Trustee any reputable financial institution.
(d)
The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(e)
The Security Trustee's resignation notice shall only take effect upon:
(i)
the appointment of a successor; and
(ii)
the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.
(f)
Upon the appointment of a successor, the retiring Security Trustee shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause  21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 25 (The Security
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Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Trustee.  Any fees for the account of the retiring Security Trustee shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above.  In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrowers.
(h)
The consent of any Borrower (or any other Borrower) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.
25.14
Confidentiality
(a)
In acting as Security Trustee for the Creditor Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Security Trustee other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Trustee shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
25.15
Credit appraisal by the Creditor Parties
Without affecting the responsibility of any Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Security Trustee, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
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(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
25.16
Security Trustee's management time
(a)
In the event of:
(i)
an Event of Default;
(ii)
the Security Trustee being requested by a Borrower or the Majority Lenders to undertake duties which the Security Trustee and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Security Trustee under the Finance Documents; or
(iii)
the Security Trustee and the Borrowers agreeing that it is otherwise appropriate in the circumstances,
the Borrowers shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (b) below.
(b)
If the Security Trustee and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (a) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Borrowers or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.
25.17
Reliance and engagement letters
Each Secured Party confirms that the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Trustee) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
25.18
No responsibility to perfect Transaction Security
The Security Trustee shall not be liable for any failure to:
(a)
require the deposit with it of any deed or document certifying, representing or constituting the title of any Borrower to any of the Security Assets;
(b)
obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
(c)
register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
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(d)
take, or to require any Borrower to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
(e)
require any further assurance in relation to any Finance Document.
25.19
Insurance by Security Trustee
(a)
The Security Trustee shall not be obliged:
(i)
to insure any of the Security Assets;
(ii)
to require any other person to maintain any insurance; or
(iii)
to verify any obligation to arrange or maintain insurance contained in any Finance Document,
and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.
(b)
Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Trustee fails to do so within 14 days after receipt of that request.
25.20
Custodians and nominees
The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.
25.21
Delegation by the Security Trustee
(a)
Each of the Security Trustee and any Receiver may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
(b)
That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee or that Receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
(c)
No Security Trustee or Receiver shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.
25.22
Additional Security Trustees
(a)
The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i)
if it considers that appointment to be in the interests of the Creditor Parties; or
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(ii)
for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or
(iii)
for obtaining or enforcing any judgment in any jurisdiction,
and the Security Trustee shall give prior notice to the Borrowers and the Creditor Parties of that appointment.
(b)
Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c)
The remuneration that the Security Trustee may pay to that person (after consultation with the Borrowers), and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee.
25.23
Acceptance of title
The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Borrower may have to any of the Security Assets and shall not be liable for or bound to require any Borrower to remedy any defect in its right or title.
25.24
Releases
Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised (at the cost of the Borrowers and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.
25.25
Winding up of trust
If the Security Trustee, with the approval of the Agent determines that:
(a)
all of the Secured Liabilities and all other obligations secured by the Finance Documents have been fully and finally discharged; and
(b)
no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Borrower pursuant to the Finance Documents,
then
(i)
the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Finance Documents; and
(ii)
any Security Trustee which has resigned pursuant to Clause 25.13 (Resignation of the Security Trustee) shall release, without recourse or warranty, all of its rights under each Finance Document.
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25.26
Powers supplemental to Trustee Acts
The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.
25.27
Disapplication of Trustee Acts
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement and the other Finance Documents.  Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
25.28
Application of receipts
All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document, under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee))  or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 25 (The Security Trustee), the "Recoveries") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 25 (The Security Trustee), in the following order of priority:
(a)
in discharging any sums owing to the Security Trustee (in its capacity as such) (other than pursuant to Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or any Receiver;
(b)
in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by any Borrower under any of the Finance Documents in accordance with Clause 17 (Application of Receipts);
(c)
if none of the Borrowers are under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to any Borrower; and
(d)
the balance, if any, in payment or distribution to the relevant Borrower.
25.29
Permitted Deductions
The Security Trustee may, in its discretion:
(a)
set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and
(b)
pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
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25.30
Prospective liabilities
Following acceleration the Security Trustee may, in its discretion, or at the request of the Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment to the Agent for application in accordance with Clause 25.28 (Application of receipts) in respect of:
(a)
any sum to the Security Trustee or any Receiver; and
(b)
any part of the Secured Liabilities,
that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the future.
25.31
Investment of proceeds
Prior to the payment of the proceeds of the Recoveries to the Agent for application in accordance with Clause 25.28 (Application of receipts) the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the payment  from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of Clause 25.28 (Application of receipts).
25.32
Currency conversion
(a)
For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at a market rate of exchange.
(b)
The obligations of any Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
25.33
Good discharge
(a)
Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be made to the Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee.
(b)
The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Creditor Party are denominated.
25.34
Amounts received by Borrowers
If any of the Borrowers receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Trustee, that Borrower will hold the amount received or recovered on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Agreement.
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25.35
Full freedom to enter into transactions
Without prejudice to Clause 25.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by any Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Security Trustee shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
26
CONDUCT OF BUSINESS BY THE CREDITOR PARTIES
No provision of this Agreement will:
(a)
interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)
oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
27
SHARING AMONG THE CREDITOR PARTIES
27.1
Payments to Creditor Parties
If a Creditor Party (a "Recovering Creditor Party") receives or recovers any amount from a Borrower other than in accordance with Clause 16 (Payments and Calculations) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:
(a)
the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;
(b)
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 16 (Payments and Calculations), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
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(c)
the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as its share of any payment to be made, in accordance with Clause 17.1 (Normal order of application).
27.2
Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the relevant Borrower and distribute it among the  Creditor Parties (other than the Recovering Creditor Party) (the "Sharing Creditor Parties") in accordance with Clause 17.1 (Normal order of application) towards the obligations of that Borrower to the Sharing Creditor Parties.
27.3
Recovering Creditor Party's rights
On a distribution by the Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Creditor Party from Borrower, as between the relevant Borrower and the Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Borrower.
27.4
Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then:
(a)
each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is required to pay) (the "Redistributed Amount"); and
(b)
as between the relevant Borrower and each relevant Sharing Creditor Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Borrower.
27.5
Exceptions
(a)
This Clause 27 (Sharing among the Creditor Parties) shall not apply to the extent that the Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Borrower.
(b)
A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified that other Creditor Party of the legal or arbitration proceedings; and
(ii)
that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
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28
INCREASED COSTS
28.1
Increased costs
(a)
Subject to Clause 28.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Agent, pay for the account of a Creditor Party the amount of any Increased Costs incurred by that Creditor Party or any of its Affiliates as a result of:
(i)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
(ii)
compliance with any law or regulation made,
in each case after the date of this Agreement; or
(iii)
the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)
In this Agreement:
(i)
"Basel III" means:
(A)
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(B)
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)
any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
(ii)
"CRD IV" means:
(A)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;
(B)
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and
(C)
any other law or regulation which implements Basel III.
(iii)
"Increased Costs" means:
(A)
a reduction in the rate of return from a Facility or on a Creditor Party's (or its Affiliate's) overall capital;
(B)
an additional or increased cost; or
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(C)
a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Creditor Party or any of its Affiliates to the extent that it is attributable to that Creditor Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
28.2
Increased cost claims
(a)
A Creditor Party intending to make a claim pursuant to Clause 28 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.
(b)
Each Creditor Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
28.3
Exceptions
Clause 28 (Increased Costs) does not apply to the extent any Increased Cost is:
(a)
attributable to a Tax Deduction required by law to be made by a Borrower;
(b)
attributable to a FATCA Deduction required to be made by a Party;
(c)
compensated for by Clause  21.1 (e) (Indemnities regarding borrowing and repayment of Loan) 22.2 (Grossing-up for taxes) (or would have been compensated for under Clauses  21.1 (e) (Indemnities regarding borrowing and repayment of Loan) or Clause 22.2 (Grossing-up for taxes) but was not so compensated solely because of any of the exclusions therein applied), Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) (or would have been compensated for under Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) but was not so compensated solely because any of the exclusions in Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office)applied);
(d)
attributable to the wilful breach by the relevant Creditor Party or its Affiliates of any law or regulation; or
(e)
incurred by a Swap Bank in its capacity as such.
28.4
Notification to Borrowers of claim for increased costs
The Agent shall promptly notify the Borrowers and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 28.1 (Increased costs) and there shall then be a 60 day consultation period for the Borrowers and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender.
28.5
Payment of increased costs
Unless something to the contrary is agreed by the Borrowers and the Notifying Lender during the 60 day consultation period referred to in 28.4 (Notification to Borrowers of claim for increased costs), the Borrowers shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrowers that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.
28.6
Notice of prepayment
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If the Borrowers are not willing to continue to compensate the Notifying Lender for the increased cost under Clause 28.5 (Payment of increased costs), the Borrowers may give the Agent not less than 5 Business Days' notice of their intention to prepay the Notifying Lender's Contribution or to procure a Transferee Lender.
28.7
Prepayment; termination of Commitment
A notice of prepayment under Clause 28.6 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrowers' notice of intended prepayment; and:
(a)
on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and
(b)
on the date specified in its notice of intended prepayment, the Borrowers shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin.
28.8
Application of prepayment
Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.
29
SET‑ OFF
29.1
Application of credit balances
Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing, without prior notice:
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of a Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from that Borrower to that Creditor Party under any of the Finance Documents; and
(b)
for that purpose:
(i)
break, or alter the maturity of, all or any part of a deposit of that Borrower;
(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars;
(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.
29.2
Existing rights unaffected
No Creditor Party shall be obliged to exercise any of its rights under Clause 29.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set‑off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
29.3
Sums deemed due to a Lender
For the purposes of this Clause 29 (Set‑ Off), a sum payable by any Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.
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29.4
No Security Interest
This Clause 29 (Set‑ Off) gives the Creditor Parties a contractual right of set‑off only and does not create any equitable charge or other Security Interest over any credit balance of any Borrower.
30
TRANSFERS AND CHANGES IN LENDING OFFICES
30.1
Transfer by Borrowers
No Borrower may, without the consent of the Agent given on the instructions of all the Lenders, transfer any of its rights, liabilities or obligations under any Finance Document.
30.2
Transfer by a Lender
Subject to Clause 30.4 (Effective Date of Transfer Certificate), a Lender (the "Transferor Lender") may, at its own cost, with the prior written consent of the Borrowers (not to be unreasonably withheld or delayed) and the Agent (not to be unreasonably withheld or delayed) or without the consent of the Borrowers if an Event of Default has occurred and is continuing or if to an Affiliate of the Lender, cause:
(a)
its rights in respect of all or pro rata parts of its Contribution; or
(b)
its obligations in respect of all or pro rata parts of its Commitment; or
(c)
a combination of (a) and (b);
to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 5 (Transfer Certificate) with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrowers or the Agent and the fee referred to in Clause 30.11 (Registration fee) shall not apply in relation to any such transfer.
Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions:
(i)
the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;
(ii)
where no Potential Event of Default has occurred and is continuing or Event of Default has occurred and is continuing, the Agent shall approve the transfer (such approval not to be unreasonably withheld);
(iii)
payment of the fee in accordance with Clause 30.11 (Registration fee).
30.3
Transfer Certificate, delivery and notification
As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
(a)
sign the Transfer Certificate on behalf of itself, the Borrowers, the Security Parties, the Security Trustee and each of the other Lenders and each of the Swap Banks;
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(b)
on behalf of the Transferee Lender, send to the Borrowers and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;
(c)
send to the Transferee Lender copies of the letters or faxes sent under paragraph (b).
30.4
Effective Date of Transfer Certificate
A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 30.3 (Transfer Certificate, delivery and notification) on or before that date.
30.5
No transfer without Transfer Certificate
No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, any Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.
30.6
Lender re-organisation; waiver of Transfer Certificate
However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the "successor"), the Agent may, if it sees fit, by notice to the successor and the Borrowers and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.
30.7
Effect of Transfer Certificate
A Transfer Certificate takes effect in accordance with English law as follows:
(a)
to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which any Borrower or any Security Party had against the Transferor Lender;
(b)
the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;
(c)
the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts specified in the Transfer Certificate;
(d)
the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro‑rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
(e)
any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the Transferor Lender's title and any rights or equities of any Borrower or any Security Party against the Transferor Lender had not existed;
(f)
the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the
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Majority Lenders and those under Clause 5.9 (Market disruption) and Clause 20 (Fees and Expenses), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and
(g)
in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.
The rights and equities of any Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross‑claim.
30.8
Maintenance of register of Lenders
During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 30.4 (Effective Date of Transfer Certificate)) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrowers during normal banking hours, subject to receiving at least 3 Business Days prior notice.
30.9
Reliance on register of Lenders
The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.
30.10
Authorisation of Agent to sign Transfer Certificates
Each Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf.
30.11
Registration fee
In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $5,000 from the Transferor Lender or (at the Agent's option) the Transferee Lender.
30.12
Sub-participation; subrogation assignment
(a)
A Lender may sub‑participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Security Party, the Agent or the Security Trustee and (where an Event of Default has occurred and is continuing) any Borrower.  Where no Event of Default has occurred and is continuing the Borrowers' consent to such sub-participation shall be required, such consent not to be unreasonably withheld or delayed.
(b)
The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.
30.13
Change of lending office
A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:
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(a)
the date on which the Agent receives the notice; and
(b)
the date, if any, specified in the notice as the date on which the change will come into effect.
30.14
Notification
On receiving such a notice, the Agent shall notify the Borrowers, each other Security Party and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.
30.15
Replacement of Reference Bank
If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 (Interest) then, unless the Borrowers, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrowers, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first‑mentioned Reference Bank's appointment shall cease to be effective.
30.16
Security over Lenders' rights
In addition to the other rights provided to Lenders under this Clause 30 (Transfers and Changes in Lending Offices), each Lender may without consulting with or obtaining consent from any Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a)
any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and
(b)
in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;
except that no such charge, assignment or Security Interest shall:
(i)
release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or
(ii)
require any payments to be made by any Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
30.17
Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office
If:
(a)
a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 30.2 (Transfer by a Lender) or changes its lending office; and
(b)
as a result of circumstances existing at the date the assignment, transfer or change occurs the Borrowers would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) in respect of any tax, Clause 22 (No Set-Off or Tax Deduction) or Clause 28 (Increased Costs),
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then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred.
30.18
Replacement of Lender by Borrowers
The Borrowers may, at any time unless a Potential Event of Default or Event of Default has occurred and is continuing in respect of:
(a)
a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' reasonable opinion) materially higher than those of the other Lenders generally;
(b)
a Lender which is a Defaulting Lender; or
(c)
a Lender which is a Non-Consenting Lender,
by giving 10 Business Days' notice to the Agent and that Lender (the "Outgoing Lender") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30 (Transfers and Changes in Lending Offices) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "Replacement Lender") selected by the Borrowers and (unless the Agent is an Impaired Agent) which is acceptable to the Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents.
Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions:
(i)
neither the Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender;
(ii)
the transfer must take place no later than 10 Business Days after the Borrowers' notice referred to above;
(iii)
in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and
(iv)
the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.
31
CONFIDENTIAL INFORMATION
31.1
Confidentiality
Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 31.2 (Disclosure of Confidential Information) and Clause 31.3 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
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31.2
Disclosure of Confidential Information
Any Creditor Party may disclose:
(a)
to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Creditor Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)
to any person:
(i)
to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii)
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Borrowers and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii)
appointed by any Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (d) of Clause 24.15 (Relationship with the other Creditor Parties);
(iv)
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
(v)
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi)
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
(vii)
to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.16 (Security over Lenders' rights);
(viii)
who is a Party, a member of the Group or any related entity of a Borrower;
(ix)
as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
(x)
with the consent of the Borrowers;
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in each case, such Confidential Information as that Creditor Party shall consider appropriate if:
(A)
in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)
in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C)
in relation to sub-paragraphs (v) , (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it is not practicable so to do in the circumstances;
(c)
to any person appointed by that Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party.
31.3
Disclosure to numbering service providers
(a)
Any Creditor Party may disclose to any national or international numbering service provider appointed by that Creditor Party to provide identification numbering services in respect of this Agreement, the Loan and/or one or more Borrowers the following information:
(i)
names of Borrowers;
(ii)
country of domicile of Borrowers;
(iii)
place of incorporation of Borrowers;
(iv)
date of this Agreement;
(v)
Clause 38 (Law and Jurisdiction);
(vi)
the names of the Agent and the Arrangers;
(vii)
date of each amendment and restatement of this Agreement;
(viii)
amounts of, and names of, the relevant Loan;
(ix)
amount of Total Commitments;
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(x)
currency of the relevant Loan;
(xi)
type of the relevant Loan;
(xii)
ranking of the relevant Loan;
(xiii)
Maturity Date(s) for the Loan;
(xiv)
changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and
(xv)
such other information agreed between such Creditor Party and the Borrowers,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b)
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or one or more Borrowers by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c)
Each Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
31.4
Entire agreement
This Clause 31 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
31.5
Inside information
Each of the Creditor Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose.
31.6
Notification of disclosure
Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:
(a)
of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 31.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)
upon becoming aware that Confidential Information has been disclosed in breach of this Clause 31 (Confidential Information).
31.7
Continuing obligations
The obligations in this Clause 31 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:
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(a)
the date on which all amounts payable by the Borrowers under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b)
the date on which such Creditor Party otherwise ceases to be a Creditor Party.
32
CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
32.1
Confidentiality and disclosure
(a)
The Agent and each Borrower agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Agent may disclose:
(i)
any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrowers pursuant to Clause 5.4 (Notification of rates of interest)); and
(ii)
any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
(c)
The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower may disclose any Funding Rate, to:
(i)
any of its Affiliates and any of its or their  officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii)
any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii)
any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Borrower, as the case may be, it is not practicable to do so in the circumstances; and
107

(iv)
any person with the consent of the relevant Lender or Reference Bank, as the case may be.
(d)
The Agent's obligations in this Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 5.4 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
32.2
Related obligations
(a)
The Agent and each Borrower acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Borrower undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b)
The Agent and each Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i)
of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 32.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii)
upon becoming aware that any information has been disclosed in breach of this Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations).
33
VARIATIONS AND WAIVERS
33.1
Variations, waivers etc. by Majority Lenders
Subject to Clause 33.2 (Variations, waivers etc. requiring agreement of all Lenders), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrowers, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.
The consent of the Borrowers or any Security Party shall not be required to any amendment or variation to a Finance Document if such amendment or variation does not, in the opinion of the Agent (acting reasonably), materially and adversely affect the rights or interests of the Borrowers or the Security Parties.
33.2
Variations, waivers etc. requiring agreement of all Lenders
However, as regards the following, Clause 33.1 (Variations, waivers etc. by Majority Lenders) applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":
(a)
a reduction in the Margin or change to the definition of LIBOR;
(b)
a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement;
108

(c)
a change to any Lender's Commitment;
(d)
a change to the definition of "Majority Lenders" or "Finance Documents";
(e)
a change to the preamble or to Clause 2 (Facility), Clause 3 (Position of the Lenders and Swap Banks), Clause 4 (Drawdown), Clause 5.1 (Payment of normal interest), paragraph (b) of Clause 16.1 (Currency and method of payments), Clause 17 (Application of Receipts), Clause 18 (Application of Earnings) or Clause 38 (Law and Jurisdiction);
(f)
a change to this Clause 31 (Confidential Information);
(g)
any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document;
(h)
a change to the identity of the Borrowers (or any of them); and
(i)
any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.
33.3
Exclusion of other or implied variations
Except for a document which satisfies the requirements of Clauses 33.1 (Variations, waivers etc. by Majority Lenders) and 33.2 (Variations, waivers etc. requiring agreement of all Lenders), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:
(a)
a provision of this Agreement or another Finance Document; or
(b)
an Event of Default; or
(c)
a breach by a Borrower or a Security Party of an obligation under a Finance Document or the general law; or
(d)
any right or remedy conferred by any Finance Document or by the general law;
and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.
34
BAIL-IN
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
109

(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
35
NOTICES
35.1
General
Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
35.2
Addresses for communications
A notice shall be sent:
(a)
to the Borrowers:
de Gerlachekaai 20
B-2000 Antwerp
Belgium
 
Fax No: 32 3 247 4409
Attn:  Chief Financial Officer
 
(b)
to a Lender:
At the address below its name in Schedule 1 (Lenders and Commitments) or (as the case may require) in the relevant Transfer Certificate.
 
(c)
to a Swap Bank:
At the address below its name in Schedule 2 (Swap Banks).
 
 
to the Agent and
Essendropsgate 7
 
(d)
the Security Trustee:
Oslo
Norway
Loan administration matters:
Fax No: (47) 22 48 66 88
Attn:  International Loans Administration
Credit matters:
Fax No: (47) 22 48 44 91
Attn:  Shipping, Offshore and Oil Services
or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrowers, the Lenders, the Swap Banks and the Security Parties.
35.3
Effective date of notices
Subject to Clauses 35.4 (Service outside business hours) and 35.5 (Illegible notices):
(a)
a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;
(b)
a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.
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35.4
Service outside business hours
However, if under Clause 35.3 (Effective date of notices) a notice would be deemed to be served:
(a)
on a day which is not a business day in the place of receipt; or
(b)
on such a business day, but after 5 p.m. local time;
the notice shall (subject to Clause 35.5 (Illegible notices) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.
35.5
Illegible notices
Clauses 35.3 (Effective date of notices) and 35.4 (Service outside business hours) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.
35.6
Valid notices
A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:
(a)
the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice;  or
(b)
in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
35.7
Electronic communication
Any communication to be made between the Agent and another Creditor Party or any Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Intralinks system), if the Agent and the relevant Creditor Party or Borrower:
(a)
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(b)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(c)
notify each other of any change to their respective addresses or any other such information supplied to them.
Any electronic communication made between the Agent and another Creditor Party or any Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or a Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.
All Creditor Parties confirm that they have consented to the use of the Agent's Intralinks systems as an accepted method of communication under or in connection with the Finance Documents and agree that the Intralinks system (or another electronic collaborative website) will be the primary method of communication between the Agent and the other
111

Creditor Parties.  The Creditor Parties acknowledge that a communication via Intralinks (or such other electronic collaborative website) will be effective once the communication is posted (in a readable form) to Intralinks (or such other electronic collaborative website) by the Agent.
35.8
English language
Any notice under or in connection with a Finance Document shall be in English.
35.9
Meaning of "notice"
In this Clause 35 (Notices), "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.
36
JOINT AND SEVERAL LIABILITY
36.1
General
All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be several and, if and to the extent consistent with Clause 36.2 (No impairment of Borrower's obligations), joint.
36.2
No impairment of Borrower's obligations
The liabilities and obligations of a Borrower shall not be impaired by:
(a)
this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;
(b)
any Lender or the Security Trustee entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;
(c)
any Lender or the Security Trustee releasing any other Borrower or any Security Interest created by a Finance Document; or
(d)
any combination of the foregoing.
36.3
Principal debtors
Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall in any circumstances be construed to be a surety for the obligations of any other Borrower under this Agreement.
36.4
Waiver of rights and defences
Without limiting the generality of Clause 36.3 (Principal debtors), no Borrower shall be discharged by, nor have any claim against any Creditor Party in respect of:
(a)
any amendment or supplement being made to the Finance Documents or the Master Agreements;
(b)
any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents or the Master Agreements;
(c)
any release or loss of any right or Security Interest created by the Finance Documents or the Master Agreements;
112

(d)
any failure promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or
any other Finance Document or the Master Agreements or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.
36.5
Subordination
Subject to Clause 36.6 (Borrower's required action), during the Security Period, no Borrower shall:
(a)
claim any amount which may be due to it from any other Borrower whether in respect of a payment made, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or
(b)
take or enforce any form of security from any other Borrower for such an amount, or in any other way seek to have recourse in respect of such an amount against any asset of any other Borrower; or
(c)
set off such an amount against any sum due from it to any other Borrower; or
(d)
prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower or other Security Party; or
(e)
claim any subrogation or other right in respect of any Finance Document or any Master Agreement or any sum received or recovered by any Creditor Party under a Finance Document or a Master Agreement; or
(f)
exercise or assert any combination of the foregoing.
36.6
Borrower's required action
If during the Security Period, the Agent, by notice to a Borrower, requires it to take any action referred to in paragraphs (a) to (d) of 36.5 (Subordination), in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Agent's notice.
36.7
Guarantee by Borrowers
Each Borrower (a "Guaranteeing Borrower") unconditionally and irrevocably:
(a)
guarantees the due payment of all amounts payable by each other Borrower under or in connection with the Master Agreements to which any of the other Borrowers are a party;
(b)
undertakes to pay to the Security Trustee on the Security Trustee's demand, any such amount which is not paid by such other Borrower when such amount becomes due;
(c)
undertakes to procure that the other Borrowers shall perform all their other obligations under the Master Agreements to which any of them are a party; and
(d)
shall fully indemnify the Security Trustee and each Swap Bank on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or a Swap Bank as a result of or in connection with any obligation or liability of such other Borrowers which are hereby guaranteed being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to
113

the amount which the Security Trustee or the Swap Bank would otherwise have been entitled to recover.
36.8
No limit on number of demands on Borrowers
The Security Trustee may serve any number of demands under Clause 36.7 (Guarantee by Borrowers).
36.9
Borrowers as principal and independent debtors
Each Guaranteeing Borrower shall be liable under this guarantee as a principal and independent debtor and accordingly it shall not have, as regards this guarantee, any of the rights or defences of a surety.
36.10
Waiver of Borrowers' rights and defences
Without limiting the generality of Clause 36.9 (Borrowers as principal and independent debtors), no Guaranteeing Borrower shall either be discharged by, or have any claim against the Security Trustee or a Swap Bank in respect of:
(a)
any amendment or supplement being made to a Master Agreement to which any other Borrower is a party;
(b)
any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting any such Master Agreement;
(c)
any release or loss whatsoever of any right created by any such Master Agreement;
(d)
the release of any other Security Party from its obligations under any of the Finance Documents or any such Master Agreement;
(e)
any failure whatsoever promptly or properly to exercise or enforce any such right; or
(f)
any such Master Agreement now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason.
36.11
Invalidity of Master Agreements
In relation to a Guaranteeing Borrower and in the event of:
(a)
any Master Agreement to which any other Borrower is a party or any provision thereof now being or later becoming void, illegal, unenforceable or otherwise invalid for any reason whatsoever; or
(b)
a bankruptcy of the other Borrowers (or any of them), the introduction of any law or any other matter resulting in the other Borrowers (or any of them) being discharged from liability under any Master Agreement to which any of them are a party and/or any such Master Agreement ceasing to operate,
these Clauses 36.7 (Guarantee by Borrowers) and 36.11 (Invalidity of Master Agreements) shall cover any amount which would have been or become payable under or in connection with any Master Agreement to which any other Borrower is a party if such Master Agreement had been and remained entirely valid and enforceable and the relevant Borrower had remained fully liable under it;  and references in these Clauses 36.7 (Guarantee by Borrowers) and 36.11 (Invalidity of Master Agreements) to amounts payable by the a Borrower under or in connection with any Master Agreement shall include references to any amount which would have so been or become payable as aforesaid.
114

37
SUPPLEMENTAL
37.1
Rights cumulative, non-exclusive
The rights and remedies which the Finance Documents give to each Creditor Party are:
(a)
cumulative;
(b)
may be exercised as often as appears expedient; and
(c)
shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.
37.2
Severability of provisions
If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.
37.3
Counterparts
A Finance Document may be executed in any number of counterparts.
37.4
Third Party rights
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 to enjoy the benefit of any term of this Agreement.
38
LAW AND JURISDICTION
38.1
English law
This Agreement (other than Clause 3.5 (Security Trustee as joint and several creditor) and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.  Clause 3.5 (Security Trustee as joint and several creditor) shall be governed by, and construed in accordance with, Belgian law.
38.2
Exclusive English jurisdiction
Subject to Clause 38.3 (Choice of forum for the exclusive benefit of the Creditor Parties), the courts of England shall have exclusive jurisdiction to settle any Dispute.
38.3
Choice of forum for the exclusive benefit of the Creditor Parties
Clause 38.2 (Exclusive English jurisdiction) is for the exclusive benefit of the Creditor Parties, each of which reserves the right:
(a)
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
(b)
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
No Borrower shall commence any proceedings in any country other than England in relation to a Dispute.
115

38.4
Process agent
Each Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for the time being, presently at 99 King's Road, London, SW3 4PA, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.
38.5
Creditor Party rights unaffected
Nothing in this Clause 38 (Law and Jurisdiction) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
38.6
Meaning of "proceedings"
In this Clause 38 (Law and Jurisdiction), "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
116

SCHEDULE 1


 LENDERS AND COMMITMENTS
Lender
Lending Office
Total Commitment
 ($)
ABN AMRO Bank N.V.
Coolsingel 93
3012 AE
 The Netherlands
 
Credit Matters:
 
Kees Tiemstra
Coolsingel 93, GL1610
3012 AE
 The Netherlands
 
Tel: +31 10 4015192
Fax: +31 10 4015323
Email: kees.tiemstra@nl.abnamro.com
 
Operations/Adminstrations:
 
Peter van Wijk / Martin van den Berg
OPS NL Credits / Mid-Office
Coolsingel 93, GL0914/GL1610
3012 AE
 The Netherlands
 
Tel: +31 10 4016254 / +31 10 4016876
Fax: +31 10 4016118 / +31 10 4015323
Email: pieter.van.wijk@nl.abnamro.com /
martijn.m.van.den.berg@nl.abnamro.com /
loket.leningenadministratie.ccs@nl.abnamro.com
 
45,000,000
Belfius Bank NV/SA
Boulevard Pacheco 44
1000 Brussels,
Belgium
 
Tel: +32 2 222 11 11
 
Credit Matters:
 
Erik De Witte
 Pachecolaan 44, RT 30/02
1000 Brussels,
Belgium
 
Tel: + 32 2 222 66 26
Fax: +32 2 222 23 11
Email: Erik.DeWitte@Belfius.be
13,750,000
117

 
Operations / Administrations
 
Katrien De Schepper / Niek Poppe
Pachecolaan 44, RT 20/03
1000 Brussels,
Belgium
 
Tel: +32 2 222 76 20 / +32 2 222 20 69
Fax: 32 2 222 79 80
Email: loans.corp.specials@belfius.be
 
  
BNP Paribas Fortis SA/NV
3, Montagne du Parc/1KA1E,
1000 Brussels,
Belgium
 
Geert Sterck
Tel: +32 2 656 2355
Fax: +32 2 565 3403
Email: geert.sterck@bnpparibasfortis.com
 
Laura Falzone
Tel: +32 2 312 07 30
Fax: +32 2 565 3403
Email: laura.falzone@bnpparibasfortis.com
 
Credit Matters:
 
Hélène Pantalacci
16 Rue de Hanovre,
75078 Paris CEDEX 2
France
 
Tel: +33 (0) 1 58 16 03 97
Fax: +33 1 42 98 61 66
Email: Helene.pantalacci@bnpparibas.com
 
Guy Haesevoets
3, Montagne du Parc/1KB3D,
1000 Brussels,
Belgium
 
Tel: +32 (0) 2 565 8219
Fax: +32 2 565 9593
Email: guy.haesevoets@bnpparibasfortis.com
 
Operations / Administrations:
 
Geert Sterck
3, Montagne du Parc/1KB1A,
1000 Brussels,
34,000,000
118

 
Belgium
 
Tel: +32 2 565 2355
Fax: +32 2 565 3403
Email: geert.sterck@bnpparibasfortis.com
 
Laura Falzone
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium
 
Tel: +32 2 312 07 30
Fax: +32 2 565 3403
Email: laura.falzone@bnpparibasfortis.com /
bruxelles_bo_export_project_finance.cib@bnpparibasfortis.com
 
  
Commonwealth Bank of Australia
Level 2, 1 New Ludgate Hill
London EC4M 7AW
 
Telephone:+44 207 7103607
 
Credit Matters:
 
Simon Baker / Will Barrand
Level 2, 1 New Ludgate Hill
London EC4M 7AW
 
Telephone:+44 207 7103607 / +44 2077103576
Telefax: N/A
 
E-mail:  Simon.Baker2@cba.com.au /
William-James.Barrand@cba.com.au
 
Operations/Administrations:
 
Roy Nasse / James Smiles
Level 1, 1 New Ludgate Hill, London EC4M 7AW
 
Telephone: +44 207 7103930 / +44 207 7103969
E-mail:   nasserp@cba.com.au / SMAILEJ@cba.com.au
 
Christopher Black
Level 26, Tower 1
201 Sussex Street
Sydney NSW 2000
 
Telephone:+61 2 9117 1331
32,000,000
119


 
E-mail:  Christopher.Black2@cba.com.au /
postdealmanagement@cba.com.au
 
  
Danish Ship Finance A/S (Danmarks Skibskredit A/S)
Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
 
Credit Matters:
 
Morten Müller

Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
Fax: +45 33 33 96 66
Email: mul@shipfinance.dk
 
Operations/Administrations:
 
Loan Admin
Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
Email: loanadmin@shipfinance.dk
 
45,000,000
DNB (UK) Limited
8th Floor, The Walbrook Building,
25 Walbrook, London 8AF
 
Credit Matters
 
Telephone:       0207 621 6010
Telefax:            0207 283 6931
E-mail:             Shipping Offshore and Logistics
 
Admin Matters
 
Telephone:        0207 621 6048
Telefax:             0207 283 5935
E-mail:               LAD@DNB.no
 
45,000,000
ING Bank, a branch of ING-DiBa AG
Hamburger Allee1
60486 Frankfurt am Main
 
Tel: +49 69 759 36415
 
Credit Matters:
 
Alexandra Asche / Alexa Baranj
 
45,000,000
120


 
Hamburger Allee1
60486 Frankfurt am Main
 
Tel: +4969 759 36415 / 36329
Fax: +49 69 759 36212
E-mail: Alexandra.asche@ing.de /
SP_LADMCOLLATERAL@ing-diba.de
 
Operations/administrations:
 
Lending Ops STF
 
Hamburger Allee1
60486 Frankfurt am Main

Tel: +49 69 759 36415
Email: SP_CB-DE-ING-Loan_Administration@ing.de
 
  
KBC Bank NV
Eiermarkt 20
2000 Antwerpen
Belgium
 
Credit Matters:
Anja Goris
Eiermarkt 20
2000 Antwerpen
Belgium
 
Tel: +32 3 202 90 81
Fax: +32 3 202 92 72
Email: anja.goris@kbc.be
 
Operations / Administrations:
Credit Administration BR2
Havenlaan 6
1000 Brussels
Belgium
 
Tel: +32 2 429 08 20 / +32 2 429 42 76 / +32 2 429 36 95
Email: creditadmin.br2@kbc.be
 
23,000,000
National Australia Bank Limited
c/o Lending Administration Australia
Will Taylor
Leval 24, 255 George Street
Sydney
NSW 2000
 
Email: NAB.EST.Lending.Administration@nab.com
23,000,000
121


 
.au
Telephone: +61 (0) 2 9936 4830
Telefax: +61 1300 652 199
 
Credit Matters:
Simon Wilkinson, Senior Associate
Level 25, 255 George Street, Sydney NSW 2000
 
Telephone: +61 (0) 2 9237 1966
Mobile: +61 (0) 477 322 725
E-mail:          simon.wilkinson@nab.com.au
 
Geir Bakkelund, Head of AF&L Asia
12 Marina View, #20-02 Asia Square Tower 2,
Singapore 018961
 
Telephone: +65 6419 6777
Mobile: +65 8111 0451
E-mail:          geir.bakkelund@nabasia.com
 
Operations / Administrations:
Specialised Transaction Management
Lucille Yon / Amy Knowles
Level 29, 500 Bourke Street, Melbourne VIC 3000
Telephone:+61 3 8641 3149 / +61 476 812381
Telefax:+61 1300 652 199
E-mail:    Lucille.Yon@nab.com.au
Amy.Knowles@nab.com.au 
Wholesale.Banking.Transaction.Management.Group@nab.com.au
 
Copy to:
NAB EST Lending Administration
Level 24, 255 George Street, Sydney NSW 2000
Telephone: +61 2 9466 7130
Telefax: +61 1300 652 199
 
E-mail: NAB.EST.Lending.Administration@nab.com.au
 
  
Nordea Bank Norge ASA
Essendropsgate 7
Oslo
 Norway
 
45,000,000
122


 
Credit Matters:
 
Tel: +47 22 48 50 00
Fax: +47 22 48 66 68
 Attn: Shipping, Offshore and Oil Services
 
Administration Matters:
 
Tel: (47) 22 48 50 00
Fax: (47) 22 48 42 78
 Attn: International Loan Administration
 
  
Scotiabank Europe plc
201 Bishopsgate, 6th Floor,
London EC2M 3NS,
United Kingdom
 
Tel: +44 20 7638 5644
 
Credit Matters:
 
Michael Weinberg / Julien Poisson
Scotiabank Europe plc 201 Bishopsgate, 6th Floor,
London, EC2M 3NS
 
Telephone: +44 207 826 5893 / +44 207 826 5719
Telefax: +44 207 638 8488
E-mail: michael.weinberg@scotiabank.com / julien.poisson@scotiabank.com
Please ensure that David Sparkes (david.sparkes@scotiabank.com) is also copied in on all email correspondence relating to Credit matters.
 
Operations / Administrations:
 
Tony Sposato / Savi Rampat
Tel: +44 207 826 5660
Fax: +44 207 826 5666
Email: tony.sposato@scotiabank.com / savi.rampat@scotiabank.com / gwsloansops.uk.gtb@scotiabank.com
13,750,000
123

Skandinaviska Enskilda Banken AB (publ)
Filipstad Brygge 1, Pb 18473 Vika, 0123 Oslo
 
Tel: + 47 22827000
 
Credit Matters:
 
Egil Aarrestad (Client Executive)
 Filipstad Brygge 1, Pb 18473 Vika, 0123
Oslo
 Norway
 
Tel: +47 22827021
Email: egil.aarrestad@seb.no
 
Cecilie Landberg (Account Manager)
Filipstad Brygge 1, Pb 18473 Vika, 0123 Oslo
Telephone: +22827105
E-mail:   cecilie.landberg@seb.no
 
Operations / Administrations:

Structured Credits Operations / Henrik Ekman
 Risneleden 110, 106 40, Stockholm, Sweden
Tel: +46 (0)8 763 86 07
Email: sco@seb.se / Henrik.ekman@seb.se
45,000,000
124


SCHEDULE 2


 SWAP BANKS

Swap Bank
Booking Office
   
Belfius Bank NV/SA
Pachecolaan 44,
1000 Brussels,
Belgium
Tel: +32 2 222 11 11
 
Credit Matters:
Mr Koen Vinck
 Pachecolaan 44, PA 04/02
1000 Brussels,
Belgium
 
Tel: +32 2 222 38 47
Fax: +32 2 222 23 11
Email: koen.vinck@belfius.be
 
DNB Bank ASA
 
8th Floor, The Walbrook Building, 25 Walbrook, London 8AF
   
ING Bank N.V.
ING Wholesale Banking/Financial Markets/Corporate Clients/Treasury Dealing
Avenue Marnixlaan 24
B-1000 Brussels, Belgium
Attn : Kurt Lemaire
 
Tel : +32 2 557 15 71
Fax : +32 2 557 19 72
Email: kurt.lemaire@ing.be
 
KBC Bank NV
Havenlaan 2
 1080 Brussels
Belgium
Attn: Mr. Joris Vermeulen
Tel: +32 2 417 49 61
125

Nordea Bank Finland Plc
Aleksanterinkatu 36
(FIN – 00020 NORDEA)
01000 Helsinki
 Finland
 
Scotiabank Europe plc
201 Bishopsgate, 6th Floor,
London EC2M 3NS,
United Kingdom
 
Tel: +44 20 7638 5644
 
Credit Matters:
 
Michael Weinberg / Julien Poisson
Scotiabank Europe plc 201 Bishopsgate, 6th Floor, London, EC2M 3NS
Telephone: +44 207 826 5893 / +44 207 826 5719
Telefax: +44 207 638 8488
E-mail: michael.weinberg@scotiabank.com / julien.poisson@scotiabank.com
Please ensure that David Sparkes (david.sparkes@scotiabank.com) is also copied in on all email correspondence relating to Credit matters.
 
Operations / Administrations:
 
Tony Sposato / Savi Rampat
Tel: +44 207 826 5660
Fax: +44 207 826 5666
Email: tony.sposato@scotiabank.com / savi.rampat@scotiabank.com / gwsloansops.uk.gtb@scotiabank.com
 
Skandinaviska Enskilda Banken AB (publ)
Kungstradgardsgatan  8
SE-106 40 Stockholm
 Sweden
 
Credit Matters:
 
Tel: +47 22 82 70 21
 
Attn: Egil Aarrestad
 
Administration Matters:
 
Tel: +46 8 763 8551
 Fax: +46 8 611 0384
 
Attn: Structured Credits Operations

126

SCHEDULE 3


 DRAWDOWN NOTICE

To:          Nordea Bank AB (publ), filial i Norge
Essendropsgate 7
Oslo
Norway
Attn:          Loans Administration
[l]
DRAWDOWN NOTICE
1
We refer to the loan agreement (the "Loan Agreement") dated [l] 2016 and made between ourselves, as joint and several Borrowers, the Lenders referred to therein, the Swap Banks referred to therein, the Mandated Lead Arrangers, Lead Arranger, Co-Arrangers and Bookrunners referred to therein, yourselves as Co-ordinator, Agent and Security Trustee in connection with a revolving credit facility of US$409,500,000.  Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.
2
We request to borrow the Advance as follows:
(a)
Amount: US$[l];
(b)
Drawdown Date:  [l];
(c)
Duration of the [first] Interest Period shall be [l] months;
(d)
Payment instructions: account of [l] and numbered [l] with [l] of [l].
3
We represent and warrant that:
(a)
the representations and warranties in Clause 10 (Representations and Warranties) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;
(b)
no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.
4
This notice cannot be revoked without the prior consent of the Majority Lenders.
[Name of Signatory]





______________________________
for and on behalf of
EURONAV NV
 EURONAV SHIPPING NV
EURONAV TANKER NV
127

SCHEDULE 4

 CONDITION PRECEDENT DOCUMENTS
PART A
The following are the documents and fees referred to in Clause 9.1(a).
1
A duly executed original of this Agreement.
2
Copies of the certificate of incorporation and constitutional documents of each Borrower and each Security Party.
3
In each case if required for the provisions of the legal opinions referred to in paragraph 11, copies of the resolutions of the directors and shareholders of each Borrower and each Security Party authorising the execution of each of the Finance Documents to which that Borrower or Security Party (as the case may be) is a party.
4
The original of any power of attorney under which any Finance Document is to be executed on behalf of a Borrower or Security Party.
5
The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Accounts.
6
Copies of all consents which any Borrower or Security Party requires to enter into, or make any payment under any Finance Document.
7
Documentary evidence that the agent for service of process named in Clause 38 (Law and Jurisdiction) has accepted its appointment.
8
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
9
The Agent has received all fees pursuant to the Fee letter or letters separately agreed between the Borrowers and the Agent.
10
The Agent has received all fees pursuant to the Fee letter or letters separately agreed between the Borrowers and the Co-ordinator.
11
Evidence that all other fees, costs and expenses then due from the Borrowers pursuant to Clause 20 (Fees and Expenses) have been paid or will be paid by the Drawdown Date.
12
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and such other relevant jurisdictions as the Agent may require.

128

PART B
The following are the documents referred to in Clause 9.1(b).  The "Ship" means the particular First Advance Ship to which the Advance relates and the "Borrower" means the particular Borrower which owns that First Advance Ship.
1
In respect of the documents delivered by the Borrowers to the Agent pursuant to Part A of this Schedule 4 (Condition Precedent Documents), such other updating documents as the Agent may require (including but not limited to a written confirmation from the Borrowers stating that none of the documents delivered by it to the Agent under Part A of this Schedule 4 (Condition Precedent Documents) have been modified, amended or supplemented, or if any such document has been revoked, attaching a certified copy of any document replacing the one that has been revoked).
2
A duly executed original of the Mortgage, the Deed of Covenant (if applicable), the Account Pledge in relation to each Borrower and the General Assignment in relation to the relevant Ship executed on or prior to the relevant Drawdown Date (and of each document required to be delivered by their respective terms).
3
Written confirmation from the Borrowers stating that no Long Term Charter has been entered into by it in respect of any Ship.
4
In each case if required for the provisions of the legal opinions referred to in paragraph 10, copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of each of the Finance Documents to which the Borrower is a party.
5
The original of any power of attorney under which any Finance Document is to be executed on behalf of each Borrower.
6
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
7
Documentary evidence that the relevant Ship:
(a)
is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag;
(b)
is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;
(c)
maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;
(d)
the Mortgage in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and
(e)
it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
8
Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lenders, together with:
(a)
the Manager's Undertaking in respect of the Ship; and
129

(b)
copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.
9
Valuations of each Ship to determine its Fair Market Value, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the date of this Agreement and obtained in accordance with Clause 15 (Security Cover) and showing that the aggregate Fair Market Value of the Ships is equal to or greater than 125 per cent. of the Total Commitments. It being understood that the valuation provided by Braemar ACM Valuations Limited dated 19 October 2016 and the valuation provided by Clarksons Valuations Limited dated 14 October 2016 shall be satisfactory.
10
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, France, Norway and, if a different jurisdiction, the country where the relevant Borrower is incorporated and the country where the Ship is registered and such other relevant jurisdictions as the Agent may require.
11
A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.
12
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
130

PART C
The following are the documents referred to in Clause 9.1(b).  The "Ship" means the particular Second Advance Ship to which the Advance relates.
1
In respect of the documents delivered by the Borrowers to the Agent pursuant to Part A of this Schedule 4 (Condition Precedent Documents), such other updating documents as the Agent may require (including but not limited to a written confirmation from the Borrowers stating that none of the documents delivered by it to the Agent under Part A of this Schedule 4 (Condition Precedent Documents) have been modified, amended or supplemented, or if any such document has been revoked, attaching a certified copy of any document replacing the one that has been revoked).
2
A duly executed original of the Mortgage, the Account Pledge in relation to Borrower A and the General Assignment in relation to the relevant Ship executed on or prior to the relevant Drawdown Date (and of each document required to be delivered by their respective terms).
3
Written confirmation from the Borrowers stating that no Long Term Charter has been entered into by it in respect of any Ship.
4
In each case if required for the provisions of the legal opinions referred to in paragraph 10, copies of the resolutions of the directors and shareholders of Borrower A authorising the execution of each of the Finance Documents to which Borrower A is a party.
5
The original of any power of attorney under which any Finance Document is to be executed on behalf of Borrower A.
6
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
7
Documentary evidence that the relevant Ship:
(a)
is definitively and permanently registered in the name of Borrower A under the relevant Approved Flag;
(b)
is in the absolute and unencumbered ownership of Borrower A save as contemplated by the Finance Documents;
(c)
maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;
(d)
the Mortgage in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and
(e)
it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
8
Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lenders, together with:
(a)
the Manager's Undertaking in respect of the Ship; and
131

(b)
copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.
9
Valuations of each Ship to determine its Fair Market Value, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date falling 30 days prior to the date of this Agreement and obtained in accordance with Clause 15 (Security Cover) and showing that the aggregate Fair Market Value of the Ships is equal to or greater than 125 per cent. of the Total Commitments. It being understood that the valuation provided by Braemar ACM Valuations Limited dated 19 October 2016 and the valuation provided by Clarksons Valuations Limited dated 14 October 2016 shall be satisfactory.
10
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, and Norway and, if a different jurisdiction, the country where the relevant Borrower is incorporated and the country where the Ship is registered and such other relevant jurisdictions as the Agent may require.
11
A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.
12
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
132

SCHEDULE 5

 TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.
To:
[Name of Agent] for itself and for and on behalf of each Borrower, each Security Party, the Security Trustee, each Lender, each Swap Bank and each Arranger, as defined in the Loan Agreement referred to below.
1
This Certificate relates to a loan agreement (the "Loan Agreement") dated [l] 2016 and made between (1) Euronav NV, Euronav Shipping NV and Euronav Tankers NV (the "Borrowers"), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Mandated Lead Arrangers, Lead Arranger and Co-Arrangers as defined therein, (5) [l], Nordea Bank Norge ASA and [l] as Bookrunners, (6) Nordea Bank Norge ASA as Co-ordinator and Nordea Bank AB (publ), filial i Norge as Agent and Security Trustee for a revolving credit facility of US$409,500,000.
2
In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:
"Relevant Parties" means the Agent, each Borrower, each Security Party, the Security Trustee, each Arranger and each Lender and each Swap Bank;
"Transferor" means [full name] of [lending office]; and
"Transferee" means [full name] of [lending office].
3
The effective date of this Certificate is [l] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.
4
The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [l] per cent. of its Contribution, which percentage represent $[l].
5
By virtue of this Transfer Certificate and Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amount to $[l] [from [l] per cent. of its Commitment, which percentage represent $[l]], and the Transferee acquires a Commitment of $[l].
6
The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement provides will become binding on it upon this Certificate taking effect.
7
The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement.
8
The Transferor:
(a)
warrants to the Transferee and each Relevant Party that:
133

(i)
the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferor;
(b)
warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and
(c)
undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.
9
The Transferee:
(a)
confirms that it has received a copy of the Loan Agreement and each other Finance Document;
(b)
agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that:
(i)
any of the Finance Documents prove to be invalid or ineffective,
(ii)
any Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;
(iii)
it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of any Borrower or Security Party under the Finance Documents;
(c)
agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d)
warrants to the Transferor and each Relevant Party that:
(i)
it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferee; and
(e)
confirms the accuracy of the administrative details set out below regarding the Transferee.
10
The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees.
11
The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.
134

12
The Transferee confirms to the Transferor and each of the Creditor Parties that it:
(a)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Borrower and its related entities in connection with its participation in the Loan and has not relied exclusively on any information provided to it by the Transferor or any other Creditor Party in connection with any Finance Document or the Security Interests created by the Finance Documents; and
(b)
will continue to make its own independent appraisal of the creditworthiness of each Borrower and its related entities throughout the Security Period.
13
The Transferor makes no representation or warranty and assumes no responsibility to the Transferee for the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document and any representations or warranties implied by law are excluded.
[Name of Transferor]
[Name of Transferee]
 
By:
By:
 
Date:
Date:

 
Agent
Signed for itself and for and on behalf of itself
as Agent and for every other Relevant Party
[Name of Agent]
By:
Date:
135

Administrative Details of Transferee

Name of Transferee:
Lending Office:
Contact Person
(Loan Administration Department):
Telephone:
Telex:
Fax:
Contact Person
(Credit Administration Department):
Telephone:
Telex:
Fax:
Account for payments:


Note:
This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction.  It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

136
SCHEDULE 6

 DETAILS OF SHIPS
Borrower
Ship name
DWT
Built
Flag
Borrower A
NECTAR
307,284
2008
Marshall Islands
Borrower A
ILMA
318,477
2012
Belgian
Borrower A
IRIS
318,478
2012
Belgian
Borrower B
NAUTIC
307,284
2008
Marshall Islands
Borrower B
SARA
323,183
2011
French
Borrower B
(to be transferred to Borrower A prior to the Second Advance)
SONIA
322,000
2012
Belgian
Borrower B
SANDRA
323,527
2011
French
Borrower C
(to be transferred to Borrower A prior to the Second Advance)
INGRID
318,478
2012
Belgian
Borrower C
(to be transferred
NEWTON
307 284
2009
Belgian
137


to Borrower A prior to the Second Advance)
        
Borrower C
(to be transferred to Borrower A prior to the Second Advance)
NOBLE
307,284
2008
Belgian
Borrower C
(to be transferred to Borrower A prior to the Second Advance)
SIMONE
323,182
2012
Belgian

138

SCHEDULE 7

 DESIGNATION NOTICE

To:         Nordea Bank AB (publ), filial i Norge
Essendropsgate 7
Oslo
Norway
[date]
Dear Sirs
Loan Agreement dated [l] 2016 made between (i) Euronav NV, Euronav Shipping NV and Euronav Tankers NV as joint and several Borrowers, (ii) the Lenders as referred to therein, (iii) the Swap Banks as referred to therein, (iv) the Mandated Lead Arrangers, Lead Arranger and the Co-Arrangers as referred to therein and (v) yourselves as Co-ordinator, Agent and Security Trustee for a revolving credit facility of up to US$409,500,000 (the "Loan Agreement")
We refer to:
1
the Loan Agreement;
2
the Master Agreement dated as of [l] made between [l] [and [l]]; and
3
a Confirmation delivered pursuant to the said Master Agreement dated [l] and addressed by [l] to [l].
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.
Yours faithfully
 

 

.................................................
.................................................
for and on behalf of
for and on behalf of
[l]
[SWAP BANK]

 
139

SCHEDULE 8

 FORM OF CERTIFICATE OF COMPLIANCE

To:         Nordea Bank AB (publ), filial i Norge
Essendropsgate 7
Oslo
 Norway
From:      Euronav NV
[Date]
OFFICER'S CERTIFICATE
This Certificate is rendered pursuant to clause 11.6(e) of the loan agreement dated [l] 2016 (the "Loan Agreement") and entered into between (i) [l], [l] and [l], as joint and several Borrowers, (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (iii) the banks and financial institutions listed in Schedule 2 therein as Swap Banks, (iv) the Mandated Lead Arrangers as referred to therein, (v) the Lead Arranger as referred to therein, (vi) the Co‑Arrangers as referred to therein, (vii) Nordea Bank Norge ASA as Co-ordinator and (viii) Nordea Bank AB (publ), filial i Norge as Agent and Security Trustee, relating to a revolving credit facility of up to US$409,500,000.  Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.
I, the Chief Financial Officer of Borrower A, hereby certify that:
1
Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Group and audited individual accounts of Borrower A for the financial year ending on [l]] [unaudited consolidated balance sheet of the Group and the unaudited individual balance sheet of Borrower A in relation to the [first] [second] six months of the financial year ending on [l]] (the "Accounts").
2
Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets and Total Indebtedness of the Group as at [l]:
 
US Dollars
 
Cash
[l]
 
Consolidated Current Assets
[l]
 
Consolidated Current Liabilities
[l]
 
Free Liquid Assets
[l]
 
Stockholders' Equity
[l]
 
Total Assets
[l]
 
 
Total Indebtedness
[l]
3
Accordingly, as at the date of this Certificate the financial covenants set out in clause 12.5 (Financial Covenants) of the Loan Agreement [are] [are not] complied with, in that as at [l]:
(a)
Consolidated Working Capital is US$[l];
140

(b)
Free Liquid Assets are US$[l];
(c)
Cash is US$[l]; and
(d)
the ratio of Stockholders' Equity to Total Assets is [l] per cent.;
[or, as the case may be, specify in what respect any of the financial covenants are not complied with.]
4
As at [l] no Event of Default has occurred and is continuing.
[or, specify/identify any Event of Default]
The Borrowers are in compliance with clause 15.1 of the Loan Agreement.
[If not, specify this and what is proposed as regards Clause 15.2]
The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [date]:
Name of Ship
Name of first shipbroker
 providing valuation
Name of second shipbroker
 providing valuation
 
Average market value
[l]
[l]
[l]
[l]



…………………………………………
Chief Financial Officer
EURONAV NV
Note:  Supporting Schedules to be attached.

141

SCHEDULE 9

 TIMETABLES
LIBOR is fixed
Quotation Date as of 11:00 am London time
   
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.8 (Calculation of Reference Bank Rate)
Noon on the Quotation Date
 
 
142

EXECUTION PAGES
BORROWERS
SIGNED by
) /s/ Kathryn Palmer
 
) Kathryn Palmer
for and on behalf of
) Attorney-in-Fact
EURONAV NV
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
 
 
 
SIGNED by
) /s/ Kathryn Palmer
 
) Kathryn Palmer
for and on behalf of
) Attorney-in-Fact
EURONAV SHIPPING NV
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB

 

SIGNED by
) /s/ Kathryn Palmer
 
) Kathryn Palmer
for and on behalf of
) Attorney-in-Fact
EURONAV TANKERS NV
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
 


LENDERS
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ABN AMRO BANK N.V.
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
BELFIUS BANK NV/SA
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
 
143

SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
BNP PARIBAS FORTIS SA/NV
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
COMMONWEALTH BANK OF AUSTRALIA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DANISH SHIP FINANCE A/S (DANMARKS
)
SKIBSKREDIT A/S)
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ING BANK, a branch of ING DiBa AG
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
KBC BANK NV
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB

 
144

SIGNED by
) /s/ Quincy Chan
 
) Quincy Chan
for and on behalf of
) Asset Finance and Leasing
NATIONAL AUSTRALIA BANK LIMITED
)
in the presence of:
)

/s/ Christine Teo
Christine Teo
Senior Associate


SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK NORGE ASA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SCOTIABANK EUROPE PLC
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SKANDINAVISKA ENSKILDA
)
BANKEN AB (PUBL)
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SWAP BANKS
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
BELFIUS BANK NV/SA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DNB BANK ASA
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
 
145

SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ING BANK N.V.
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB




SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
KBC BANK NV
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK FINLAND PLC
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SCOTIABANK EUROPE PLC
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SKANDINAVISKA ENSKILDA
)
BANKEN AB (PUBL)
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



MANDATED LEAD ARRANGERS
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ABN AMRO BANK N.V.
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
146

SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DANISH SHIP FINANCE A/S (DANMARKS
)
SKIBSKREDIT A/S)
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB




SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ING BANK, a branch of ING-DiBa AG
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB




SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK NORGE ASA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SKANDINAVISKA ENSKILDA
)
BANKEN AB (PUBL)
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
147

LEAD ARRANGER
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
BNP PARIBAS FORTIS SA/NV
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


CO-ARRANGERS
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
COMMONWEALTH BANK OF
)
AUSTRALIA
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
KBC BANK NV
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Quincy Chan
 
) Quincy Chan
for and on behalf of
) Asset Finance and Leasing
NATIONAL AUSTRALIA BANK LIMITED
)
in the presence of:
)
 
/s/ Christine Teo
Christine Teo
Senior Associate

BOOKRUNNERS
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ABN AMRO BANK N.V.
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB
148

SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DANISH SHIP FINANCE A/S (DANMARKS
)
SKIBSKREDIT A/S)
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
ING BANK, a branch of ING-DiBa AG
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK NORGE ASA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
SKANDINAVISKA ENSKILDA
)
BANKEN AB (PUBL)
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB

149

CO-ORDINATOR
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK NORGE ASA
)
in the presence of:
)

/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB



AGENT
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK AB (PUBL), FILIAL I NORGE
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB


SECURITY TRUSTEE
SIGNED by
) /s/ Philippos Arcoumanis
 
) Philippos Arcoumanis
for and on behalf of
) Attorney-in-Fact
NORDEA BANK AB (PUBL), FILIAL I NORGE
)
in the presence of:
)
 
/s/ Emeline Yew
Emeline Yew
Solicitor
London EC2A HB

 
150
 EX-4.17 3 d7461395_ex4-17.htm
Exhibit 4.17
Execution Version

Date 30 January 2017


EURONAV NV
 as Borrower
– and –
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
as Lenders
– and –
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 2
 as Swap Banks
– and –

DNB (UK) LIMITED
as Mandated Lead Arranger, Bookrunner and Co-ordinator
and
DNB BANK ASA, LONDON BRANCH
as Agent
and Security Trustee


LOAN AGREEMENT
relating to a revolving credit facility of up to $110,000,000

INDEX
Clause
Page
 
1
Interpretation
1
2
Facility
22
3
Position of the Lenders and Swap Banks
22
4
Drawdown
23
5
Interest
24
6
Interest Periods
28
7
Default Interest
29
8
Reduction, Repayment, Prepayment and Cancellation
29
9
Conditions Precedent
33
10
Representations and Warranties
34
11
General Undertakings
37
12
Corporate Undertakings
41
13
Insurance
44
14
Ship Covenants
48
15
Security Cover
51
16
Payments and Calculations
53
17
Application of Receipts
56
18
Application of Earnings
57
19
Events of Default
57
20
Fees and Expenses
61
21
Indemnities
62
22
No Set-Off or Tax Deduction
64
23
Illegality, etc.
67
24
The Agent, the Arrangers and the Reference Banks
68
25
The Security Trustee
77
26
Conduct of Business by the Creditor Parties
91
27
Sharing among the Creditor Parties
91
28
Increased Costs
92
29
Set‑ Off
94
30
Transfers and Changes in Lending Offices
95
31
Confidential Information
100
32
Confidentiality of Funding Rates and Reference Bank Quotations
103
33
Variations and Waivers
105
34
Bail-In
106
35
Notices
106
36
Supplemental
108
37
Law and Jurisdiction
109

Schedules

Schedule 1 Lenders and Commitments
111
Schedule 2 Swap Banks
112
Schedule 3 Drawdown Notice
113
Schedule 4 Condition Precedent Documents
114
     Part A
114
     Part B
115
Schedule 5 Transfer Certificate
117
Schedule 6 Details of Ships
121
Schedule 7 Designation Notice
122
Schedule 8 Form of Certificate of Compliance
123
Schedule 9 Timetables
125

Execution

Execution Pages
126
 
THIS AGREEMENT is made on 30 January 2017
BETWEEN
(1)
EURONAV NV, as Borrower
(2)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments), as Lenders
(3)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 (Swap Banks), as Swap Banks
(4)
DNB (UK) LIMITED, as Mandated Lead Arranger
(5)
DNB (UK) LIMITED, as Bookrunner
(6)
DNB (UK) LIMITED, as Co-ordinator
(7)
DNB BANK ASA, LONDON BRANCH, as Agent
(8)
DNB BANK ASA, LONDON BRANCH, as Security Trustee
BACKGROUND
(A)
The Lenders have agreed to make available to the Borrower a revolving credit facility of up to $110,000,000 for the purpose of providing post-delivery bridge financing in respect of the acquisition of the Ships with the intention that the facility provided pursuant to this Agreement will be refinanced by (i) a Korean Trade Insurance Corporation backed term loan facility; (ii) a Export-import Bank of Korea backed term loan; or (iii) a commercial bank term loan facility.
(B)
The Swap Banks may agree to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower's exposure under this Agreement to interest rate fluctuations.
(C)
The Lenders and the Swap Banks have agreed to share in the security to be granted to the Security Trustee pursuant to this Agreement on the terms described herein.
IT IS AGREED as follows:
1
INTERPRETATION
1.1
Definitions
Subject to Clause 1.5 (General Interpretation), in this Agreement:
"Account Charge" means a deed creating security in respect of the Earnings Account in favour of the Security Trustee in the Agreed Form.
"Advance" means the principal amount of each borrowing by the Borrower under this Agreement.
"Affected Lender" has the meaning given in Clause 5.9 (Market disruption).
"Affiliate" means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that Holding Company.

"Agent" means DNB Bank ASA, London Branch acting in such capacity through its office at 8th Floor, the Walbrook Building, 25 Walbrook, London EC4N 8AF, or any successor of it.
"Agreed Form" means in relation to any document, that document in a form agreed in writing by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents, the Majority Lenders), or if otherwise approved in accordance with any other procedure specified in the relevant provision of any Finance Document.
"Anti-Corruption Laws" means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions.
"Approved Classification Society" means any of DNV GL, Bureau Veritas, Lloyds Register of Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society which the Agent has approved or selected (with the authorisation of the Majority Lenders).
"Approved Flag" means Belgian, French, Greek, Hong Kong, Liberian and Marshall Islands flags and any other flag approved by the Agent (acting on the instructions of the Lenders).
"Approved Manager" means:
(a)
in relation to the technical management of each Ship:
(i)
Euronav Ship Management SAS of 15 Quai Ernest Renaud, Immeuble Les Salorges 1, 44000 Nantes, France (with a Belgian branch office at De Gerlachekaai 20, B 2000 Antwerp 1, Belgium); or
(ii)
Anglo Eastern Ship Management Ltd, 23/F, 248 Queen's Road, East Wanchai, Hong Kong; or
(iii)
Wallem of 9/F Dorset House, Taikou Place, 979 King's Road, Quarry Bay, Hong Kong; or
(iv)
V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England; or
(v)
Euronav Ship Management (Hellas) Ltd. (Greek Branch) of 69 Akti Miaouli Str, Piraeus 185 37, Greece; or
(vi)
Northern Marine Limited, of Alba House, 2 Central Avenue, Clydebank, Glasgow, G81 2QR, Scotland; and
(b)
in relation to the commercial management of each Ship:
(i)
the Borrower; or
(ii)
any wholly owned subsidiary of the Borrower,
or, in each case, any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the technical or commercial manager of that Ship (such approval not to be unreasonably withheld).
"Approved Shipbroker" means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Fearnleys, Maersk Broker K/S or such other independent sale and purchase shipbrokers which the Agent has approved or selected (with the authorisation of the Majority Lenders) and to which the Borrower may agree.
2

"Authorisation" means an authorisation, consent, approval, resolution, licence, permit, ruling, exemption, filing, notarisation, legalisation or registration.
"Available Commitment" means, in relation to a Lender and at any time, its Commitment less its Contribution at that time (and "Total Available Commitments" means the aggregate of the Available Commitments of all the Lenders).
"Availability Period" means the period commencing on the date of this Agreement and ending on the earlier of:
(a)
the date falling one month before the Maturity Date; or
(b)
if earlier, the date on which the Total Commitments are fully cancelled or terminated.
"Bail-In Action" means the exercise of any Write-down and Conversion Powers.
"Bail-In Legislation" means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.
"Bookrunner" means DNB (UK) Limited.
"Borrower" means Euronav NV, a company incorporated in Belgium whose registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Break Costs" means the amount (if any) by which:
(a)
the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in relation to the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,
exceeds
(b)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
"Business Day" means a day on which banks are open in London, Oslo and Antwerp and, in respect of a day on which a payment is required to be made under a Finance Document, also New York City.
"Change of Control" means, in relation to the Borrower, if 2 or more persons acting in concert or any individual person in each case other than the Permitted Holders:
(a)
acquires legally and/or beneficially, and either directly or indirectly, in excess of 50 per cent. of the issued share capital or voting rights of the Borrower; or
(b)
has the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent) of the Borrower.
3

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
"Commitment" means, in relation to a Lender, the amount set opposite its name in Schedule 1 (Lenders and Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and "Total Commitments" means the aggregate of the Commitments of all the Lenders).
"Confidential Information" means all information relating to the Borrower, the Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan from either:
(a)
any member of the Group or any of its advisers; or
(b)
another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of the Group or any of its advisers,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:
(i)
information that
(A)
is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 31.2 (Disclosure of Confidential Information); or
(B)
is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
(C)
is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)
any Funding Rate or Reference Bank Quotation.
"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the Loan Market Association from time to time (as logically amended to reflect the terms of this Agreement) or in any other form agreed between the Borrower and the Agent.
"Confirmation", in relation to any continuing Designated Transaction, has the meaning given in the relevant Master Agreement.
"Contractual Currency" has the meaning given in Clause 21.4 (Currency indemnity).
"Contribution" means, in relation to a Lender, the part of the Loan which is owing to that Lender.
"Co-ordinator" means DNB (UK) Limited, acting in such capacity through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF.
4

"Corresponding Debt" means any amount, other than any Parallel Debt, which the Borrower owes to a Creditor Party under or in connection with the Finance Documents.
"Creditor Party" means the Agent, the Security Trustee, the Mandated Lead Arranger, any Lender or any Swap Bank, whether as at the date of this Agreement or at any later time.
"Deed of Covenant" means, in relation to each Ship and where (in the opinion of the Agent) it is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to the Mortgage on that Ship to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.
"Defaulting Lender" means any Lender:
(a)
which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Agent that it will not make such amount available by the relevant Drawdown Date pursuant to Clause 4.3 (Notification to Lenders of receipt of a Drawdown Notice); or
(b)
which has otherwise rescinded or repudiated a Finance Document; or
(c)
with respect to which an Insolvency Event has occurred and is continuing,
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within 5 Business Days of its due date; or
(ii)
the Lender is disputing in good faith whether it is contractually obliged to make the relevant payment.
"Delivery Date" means, in relation to a Ship, the date on which that Ship is delivered to the Borrower under the relevant Shipbuilding Contract.
"Designated Transaction" means a Transaction which fulfils the following requirements:
(a)
it is entered into by the Borrower pursuant to a Master Agreement with a Swap Bank;
(b)
its purpose is the hedging of the exposure of the Borrower under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the Maturity Date;
(c)
which is for a period expiring no later than the Maturity Date; and
(d)
it is designated by the Borrower and/or by the relevant Swap Bank, by delivery by the Borrower and/or that Swap Bank to the Agent of a notice of designation in the form set out in Schedule 7 (Designation Notice), as a Designated Transaction for the purposes of the Finance Documents.
"Disruption Event" means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments
5

to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, a party to this Agreement (a "Party"); or
(b)
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:
(i)
from performing its payment obligations under the Finance Documents; or
(ii)
from communicating with other parties in accordance with the terms of the Finance Documents,
and which (in each case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
"Dollars" and "$" means the lawful currency for the time being of the United States of America.
"Drawdown Date" means, in relation to an Advance, the date requested by the Borrower for the Advance to be made, or (as the context requires) the date on which the Advance is actually made.
"Drawdown Notice" means a notice in the form set out in Schedule 3 (Drawdown Notice) (or in any other form which the Agent approves or reasonably requires).
"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of that Ship, including (but not limited to):
(a)
all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;
(b)
all moneys which are at any time payable under Insurances in respect of loss of earnings; and
(c)
if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.
"Earnings Account" means an account in the name of the Borrower with the Agent in London designated "[Name of Borrower] - Earnings Account", or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is agreed by the Agent and the Borrower as the Earnings Account for the purposes of this Agreement.
"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.
"Environmental Claim" means:
(a)
any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or
6

(b)
any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,
and "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.
"Environmental Incident" means:
(a)
any release of Environmentally Sensitive Material from a Ship; or
(b)
any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between a Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or is reasonably likely to be arrested, attached, detained or injuncted and/or a Ship and/or the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action; or
(c)
any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which a Ship is actually or reasonably likely to be arrested and/or where the Borrower and/or any operator or manager of a Ship is at fault or allegedly at fault or is reasonably likely to be subject to any legal or administrative action.
"Environmental Law" means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.
"Environmentally Sensitive Material" means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
"Event of Default" means any of the events or circumstances described in Clause 19.1 (Events of Default).
"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
"FATCA" means
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
7

"FATCA Application Date" means:
(a)
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;
(b)
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or
(c)
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by or under FATCA.
"FATCA Exempt Party" means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.
"Fair Market Value" means, in relation to a Ship, a valuation of its market price as determined in accordance with Clause 15.3 (Valuation of Ships).
"Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Mandated Lead Arranger, the Agent, the Co-ordinator and the Security Trustee and the Borrower setting out any of the fees referred to in Clause 20.1 (Fees).
"Finance Documents" means:
(a)
this Agreement;
(b)
any Fee Letter;
(c)
each Drawdown Notice;
(d)
the Mortgages;
(e)
the Deeds of Covenant;
(f)
the General Assignments;
(g)
the Master Agreement Security;
(h)
the Account Pledges;
(i)
any other document (whether creating a Security Interest or not, other than a Manager's Undertaking) which is executed at any time by the Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the other documents referred to in this definition; or
(j)
any other document designated as such by the Agent and the Borrower.
8

"Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:
(a)
for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)
under any loan stock, bond, note or other security issued by the debtor;
(c)
under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
(d)
any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS;
(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f)
under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
(g)
under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or
(h)
under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.
"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.10 (Cost of funds).
"General Assignment" means, in relation to each Ship, a deed to be executed by the Borrower in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Ship and any Long Term Charter in relation to that Ship and any guarantee of such charter in the Agreed Form.
"Group" means the Borrower and each of its subsidiaries.
"Holding Company" means, in relation to a person, any other person in relation to which it is a subsidiary.
"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
"Impaired Agent" means the Agent at any time when:
(a)
it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b)
the Agent otherwise rescinds or repudiates a Finance Document;
(c)
(if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or
9

(d)
an Insolvency Event has occurred and is continuing with respect to the Agent;
unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
(ii)
payment is made within 10 Business Days of its due date; or
(iii)
the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.
"Insolvency Event" in relation to a Lender means that Lender:
(a)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c)
makes a general assignment, arrangement, or composition with or for the benefit of its creditors;
(d)
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;
(f)
has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(g)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);
(h)
has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured
10

party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;
(i)
causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or
(j)
takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
"Insurances" means, in relation to a Ship:
(a)
all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, its Earnings or otherwise in relation to it; and
(b)
all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium.
"Interest Period" means a period determined in accordance with Clause 6 (Interest Periods).
"Interpolated Screen Rate" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,
each as of the Specified Time for dollars.
"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time (and the terms "safety management system", "Safety Management Certificate" and "Document of Compliance" have the same meanings as are given to them in the ISM Code).
"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.
"ISSC" means an International Ship Security Certificate issued under the ISPS Code.
"Lender" means a bank or financial institution listed in Schedule 1 (Lenders and Commitments) and acting through its branch indicated in Schedule 1 (Lenders and Commitments) (or through another branch notified to the Borrower under Clause 30.13 (Change of lending office) or its transferee, successor or assign.
"LIBOR" means, in relation to the Loan or any part of the Loan:
(a)
the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)
as otherwise determined pursuant to Clause 5.7 (Unavailability of Screen Rate),
11

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.
"Loan" means the principal amount for the time being outstanding under this Agreement.
"Long Term Charter" means any charter or other contract of employment for a Ship which is entered into by the Borrower for a term which exceeds 36 months' duration.
"Manager's Undertaking" means, in relation to a Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed Form.
"Mandated Lead Arranger" means DNB (UK) Limited.
"Major Casualty" means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.
"Majority Lenders" means Lenders the aggregate of whose Commitments total at least 662/3 per cent. of the Total Commitments.
"Margin" means:
(a)
if the Loan is $5,000,000 or less, 2.25 per cent. per annum; and
(b)
if the Loan is more than $5,000,000, 3.00 per cent. per annum.
"Master Agreement" means each master agreement (on the 1992 or 2002 (as the case may be) ISDA (Multicurrency-Crossborder) form) in an agreed form made or to be made between the Borrower and a Swap Bank on or after the date of this Agreement for the purpose of hedging interest payable under this Agreement and includes all Designated Transactions from time to time.
"Master Agreement Security" means the deed creating security over the Borrower's rights under the Master Agreement executed or to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.
"Maturity Date" means 19 December 2017.
"Mortgage" means, in relation to each Ship, a first priority or preferred (as the case may be) mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case executed by the Borrower in favour of the Security Trustee (and/or such other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the relevant Approved Flag is Belgian or French flag, the amount secured by such mortgage shall be limited to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant mortgage.
"Non-Consenting Lender" means any Lender which does not and continues not to consent or agree to:
(a)
a request of the Borrower or the Agent (at the request of the Borrower) to give a consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance Documents;
(b)
the consent, waiver or amendment in question requires the approval of all of the Lenders; and
12

(c)
Lenders whose commitments aggregate more than 662/3 per cent. of the Total Commitments have consented or agreed to such waiver or amendment.
"Notifying Lender" has the meaning given in Clause 23 (Illegality, etc.) or Clause 28.1 (Increased costs) as the context requires.
"Payment Currency" has the meaning given in Clause 21.4 (Currency indemnity).
Parallel Debt" means any amount which the Borrower owes to the Security Trustee under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or under that clause as incorporated by reference or in full in any other Finance Document.
"Party" means a party to this Agreement.
"Permitted Holders" means each of Saverco and Victrix (and (in each case) any parallel vehicle thereof and their respective alternative investment vehicles) and their affiliates.
"Permitted Security Interests" means:
(a)
Security Interests created by the Finance Documents;
(b)
liens for unpaid master's and crew's wages in accordance with usual maritime practice, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps);
(c)
liens for salvage;
(d)
liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;
(e)
liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps);
(f)
any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Borrower is prosecuting or defending such proceedings or arbitration in good faith by appropriate steps provided such Security Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; and
(g)
Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.
"Pertinent Document" means:
(a)
any Finance Document;
(b)
any Master Agreement;
(c)
any policy or contract of insurance contemplated by or referred to in Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document or Master Agreement;
(d)
any other document contemplated by or referred to in any Finance Document; and
13

(e)
any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or Master Agreement or any policy, contract or document falling within paragraphs (c) or (d).
"Pertinent Jurisdiction" in relation to a company, means:
(a)
England and Wales;
(b)
the country under the laws of which the company is incorporated or formed;
(c)
a country in which the company has the centre of its main interests or in which the company's central management and control is or has recently been exercised;
(d)
a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;
(e)
a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and
(f)
a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c).
"Pertinent Matter" means:
(a)
any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or
(b)
any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);
and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing.
"Potential Event of Default" means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default.
"Quotation Date" means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), 3 Business days before the first day of that period or the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period.
"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.
"Reduction Amount" means the amount of $3,666,667.
"Reference Bank" means DNB Bank ASA and its successors and assigns and/or such other entities as may be appointed by the Agent in consultation with the Borrower.
14

"Reference Bank Quotation" means any quotation supplied to the Agent by a Reference Bank.
"Relevant Person" means:
(a)
the Borrower;
(b)
each subsidiary of the Borrower; and
(c)
all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a) to (b) above;
"Repayment Date" means a date on which a repayment is required to be made under Clause 8 (Reduction, Repayment, Prepayment and Cancellation).
"Requisition Compensation" includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of "Total Loss".
"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.
"Restricted Party" means a person:
(a)
that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);
(b)
that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to Sanctions Laws which attach legal effect to being domiciled, registered as located or having its main place of business in such country; or
(c)
that is directly or indirectly owned or controlled by a person referred to in paragraph (a) and/or (b) above; or
(d)
with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws;
"Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom, the European Union, the member states of the European Union, the United States of America, Australia and Canada and any authority acting on behalf of any of them in connection with Sanctions Laws.
"Sanctions Laws" means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.
"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or substituted from time to time.
"Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Belgium.
"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any
15

replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
"Secured Liabilities" means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any Master Agreement or any judgment relating to any Finance Document or any Master Agreement; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.
"Security Assets" means all of the assets of the Borrower which from time to time are, or are expressed to be, the subject of the Transaction Security.
"Security Interest" means:
(a)
a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;
(b)
the security rights of a plaintiff under an action in rem; and
(c)
any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.
"Security Party" means any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of "Finance Documents".
"Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that:
(a)
all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents and any Master Agreement have been paid;
(b)
no amount is owing or has accrued (without yet having become due for payment) under any Finance Document or any Master Agreement and all Commitments have terminated;
(c)
neither the Borrower nor any Security Party has any future or contingent liability under Clause 20 (Fees and Expenses), Clause 21 (Indemnities) or Clause 22 (No Set-Off or Tax Deduction) or any other provision of this Agreement or another Finance Document or a Master Agreement; and
(d)
the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider that there is no significant risk that any payment or transaction under a Finance Document or a Master Agreement would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or a Master Agreement or any asset covered (or previously covered) by a Security Interest created by a Finance Document.
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"Security Property" means:
(a)
the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Creditor Parties and all proceeds of that Transaction Security;
(b)
all obligations expressed to be undertaken by the Borrower to pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by the Borrower or any other person in favour of the Security Trustee as trustee for the Creditor Parties;
(c)
the Security Trustee's interest in any turnover trust created under the Finance Documents;
(d)
any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,
except:
(i)
rights intended for the sole benefit of the Security Trustee; and
(ii)
any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.
"Security Trustee" means DNB Bank ASA, London Branch, acting in such capacity through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, or any successor of it.
"Servicing Bank" means the Agent or the Security Trustee.
"Ship" means the 2 VLCC type vessels listed in Schedule 6 (Details of Ships) which are currently under construction by Hyundai Samho Heavy Industries (and which are also sometimes referred to in this Agreement by their individual names listed in Schedule 6 (Details of Ships)).
"Shipbuilding Contract" means:
(a)
in respect of m.v. ARDECHE, the Shipbuilding Contract dated 20 January 2014 and originally made between Hyundai Samho Heavy Industries Co., Ltd. and Prosperous Shipping LLC as subsequently novated to the Borrower pursuant to a novation agreement dated 24 August 2016; and
(b)
in respect of m.v. AQUITAINE, the Shipbuilding Contract dated 20 January 2014 and originally made between Hyundai Samho Heavy Industries Co., Ltd. and Select Shipping LLC as subsequently novated to the Borrower pursuant to a novation agreement dated 24 August 2016.
"Specified Time" means a day or time determined in accordance with Schedule 9 (Timetables).
"Swap Bank" means a bank or financial institution listed in Schedule 2 (Swap Banks) and acting through its branch indicated in that Schedule.
"Swap Counterparty" means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which enters into that Designated Transaction.
17

"Tankers International Pool" means the Tankers International tanker pool governed by a pooling agreement entered into in January 2000 (as amended and supplemented from time to time) made between the participants in the pool and Tankers International LLC of 3A Panteli Modestou Street, 3090 Limassol, Cyprus.
"Tax Deduction" has the meaning given in Clause 22.5 (Tax Deduction).
"Third Parties Act" has the meaning given in Clause 36.4 (Third Party rights).
"Total Loss" means, in relation to a Ship:
(a)
actual, constructive, compromised, agreed or arranged total loss of that Ship;
(b)
any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 90 days redelivered to the Borrower's full control;
(c)
any condemnation of that Ship by any tribunal or by any person claiming to be a tribunal; and
(d)
any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless it is within 90 days redelivered to the Borrower's (as the case may be) full control.
"Total Loss Date" means, in relation to a Ship:
(a)
in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)
in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of:
(i)
the date on which a notice of abandonment is given to the insurers; and
(ii)
the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
(c)
in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.
"Transaction" has the meaning given in each Master Agreement.
"Transaction Security" means the Security Interest created or evidenced or expressed to be created or evidenced under the Finance Documents.
"Transfer Certificate" has the meaning given in Clause 30.2 (Transfer by a Lender).
"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents.
"VAT" means:
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(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
"Victrix" means Victrix NV, a company incorporated in Belgium whose registered office is at Le Grellelei 20, 2600 Berchem, Belgium.
"Write-down and Conversion Powers" means:
(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.
1.2
Construction of certain terms
In this Agreement:
"administration notice" means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator.
"approved" means, for the purposes of Clause 13 (Insurance), approved in writing by the Agent acting with the authorisation of the Majority Lenders (which authorisation shall not be unreasonably withheld).
"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.
"company" includes any partnership, joint venture and unincorporated association.
"consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.
"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained.
"document" includes a deed; also a letter or fax.
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"excess risks" means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.
"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax.
"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.
"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation.
"liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.
"months" shall be construed in accordance with Clause 1.3 (Meaning of "month").
"obligatory insurances" means, in relation to a Ship, all insurances effected, or which the Borrower in relation to that Ship is obliged to effect or procure are effected, under Clause 13 (Insurance) or any other provision of this Agreement or another Finance Document.
"parent company" has the meaning given in Clause 1.4 (Meaning of "subsidiary").
"person" includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation.
"policy", in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.
"protection and indemnity risks" means the usual risks covered by a protection and indemnity association including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or 1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.
"regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self‑regulatory or other authority or organisation.
"subsidiary" has the meaning given in Clause 1.4 (Meaning of "subsidiary").
"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.
"war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).
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1.3
Meaning of "month"
A period of 1 or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:
(a)
on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or
(b)
on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;
and "month" and "monthly" shall be construed accordingly.
1.4
Meaning of "subsidiary"
A company (S) is a subsidiary of another company (P) if:
(a)
a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or
(b)
P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or
(c)
P has the direct or indirect power to appoint or remove a majority of the directors of S; or
(d)
P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;
and any company of which S is a subsidiary is a parent company of S.
1.5
General Interpretation
In this Agreement:
(a)
references in Clause 1.1 (Definitions) to a Finance Document or any other document being in an "agreed form" are to the form agreed between the Agent (acting with the authorisation of each of the other Creditor Parties) and the Borrower;
(b)
references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;
(c)
references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;
(d)
words denoting the singular number shall include the plural and vice versa;
(e)
Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears; and
(f)
an Event of Default or Potential Event of Default is "continuing" if it has not been remedied or waived in writing.
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1.6
Headings
In interpreting a Finance Document or any provision of a Finance Document, all clause, sub‑clause and other headings in that and any other Finance Document shall be entirely disregarded.
2
FACILITY
2.1
Amount of facility
Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a revolving credit facility not exceeding the initial maximum commitment amount which shall be the lesser of (i) $110,000,000 and (ii) 65 per cent. of the combined Fair Market Value of the Ships calculated by reference to the valuations provided pursuant to Clause 9.1(a).  If 65% of the Fair Market Value of the Ships is less than $110,000,000, the Commitment of each Lender shall be reduced accordingly.
2.2
Lenders' participations
Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.
2.3
Purpose of Advances
The Borrower undertakes with each Creditor Party to use each Advance only for the purposes stated in the preamble to this Agreement.
3
POSITION OF THE LENDERS AND SWAP BANKS
3.1
Interests several
The rights of the Lenders and the Swap Banks under this Agreement are several.
3.2
Individual right of action
Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrower to it under a Finance Document or by the Borrower under a Master Agreement without joining the Agent, the Security Trustee, any Arranger, any other Lender or any other Swap Bank as additional parties in the proceedings.
3.3
Proceedings requiring Majority Lender consent
Except as provided in Clause 3.2 (Individual right of action), no Lender and no Swap Bank may commence proceedings against the Borrower or any Security Party in connection with a Finance Document or a Master Agreement without the prior consent of the Majority Lenders.
3.4
Obligations several
The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure by a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:
(a)
the obligations of the other Lenders or other Swap Banks being increased; nor
22

(b)
the Borrower, any Security Party, any other Lender or any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document or under any Master Agreement;
and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or the Master Agreement to which it is a party.
3.5
Security Trustee as joint and several creditor
(a)
The Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the joint creditor ("hoofdelijke schuldeiser") together with each other Creditor Party of each liability and obligation of the Borrower towards any Creditor Party under any Finance Document, and that accordingly the Security Trustee will have its own independent right to demand performance by the Borrower of those liabilities and obligations.  However, any discharge of any liability or obligation of the Borrower to one of the Security Trustee or another Creditor Party shall, to the same extent, discharge the corresponding liability or obligation owing to the others.
(b)
Without limiting or affecting the Security Trustee's rights against the Borrower (whether under this paragraph or under any other provision of the Finance Documents), the Security Trustee agrees with each other Creditor Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except with the consent of the relevant Creditor Party.  However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee's right to act in the protection or preservation of rights under or to enforce any Finance Document (or to do any act reasonably incidental to any of the foregoing).
(c)
Subject to the provisions of this Clause 3.5 (Security Trustee as joint and several creditor), the Security Trustee holds any security created by a Finance Document in its name and the Security Trustee shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Finance Documents.
4
DRAWDOWN
4.1
Request for Advance
Subject to the following conditions, the Borrower may request that an Advance be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.
4.2
Availability
The conditions referred to in Clause 4.1 (Request for Advance) are that:
(a)
a Drawdown Date has to be a Business Day during the Availability Period;
(b)
there shall be no more than two Advances outstanding at any one time;
(c)
each Advance shall be for a minimum of $5,000,000 or a higher integral multiple of $5,000,000; and
(d)
the aggregate amount of the Advances outstanding at any time shall not exceed the Total Commitments at that time.
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4.3
Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:
(a)
the amount of the Advance and the Drawdown Date;
(b)
the amount of that Lender's participation in the Advance; and
(c)
the duration of the Interest Period for that Advance.
4.4
Drawdown Notice irrevocable
A Drawdown Notice must be signed by a duly authorised person on behalf of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders.
4.5
Lenders to make available Contributions
Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.2 (Lenders' participations).
4.6
Disbursement of Advances
Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5 (Lenders to make available Contributions); and that payment to the Borrower shall be made to the account which the Borrower specifies in the Drawdown Notice.
4.7
Disbursement of Advances to third party
A payment by the Agent under Clause 4.6 (Disbursement of Advances) shall constitute the making of the relevant Advance and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.
5
INTEREST
5.1
Payment of normal interest
Subject to the provisions of this Agreement, interest on each Advance in respect of an Interest Period shall be paid by the Borrower on the last date of that Interest Period.
5.2
Normal rate of interest
Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.
5.3
Payment of accrued interest
In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.
5.4
Notification of rates of interest
(a)
The Agent shall notify the Borrower and each Lender of each rate of interest as soon as practicable after each is determined.
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(b)
The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
5.5
Role of Reference Banks
(a)
No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b)
No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c)
No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 5.5 (Role of Reference Banks) subject to Clause 36.4 (Third Party rights) and the provisions of the Third Parties Act.
5.6
Third Party Reference Banks
A Reference Bank which is not a Party may rely on Clause 5.5 (Role of Reference Banks), Clause 5.14 (Replacement of Screen Rate) and Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 36.4 (Third Party rights) and the provisions of the Third Parties Act.
5.7
Unavailability of Screen Rate
(a)
Interpolated Screen Rate:  If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(b)
Reference Bank Rate:  If no Screen Rate is available for LIBOR for:
(i)
dollars; or
(ii)
the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.
(c)
Cost of funds:  If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.10 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.
5.8
Calculation of Reference Bank Rate
(a)
Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.
(b)
If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.
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5.9
Market disruption
If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Affected Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 5.10 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
5.10
Cost of funds
(a)
If this Clause 5.10 (Cost of funds) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
(i)
the Margin; and
(ii)
the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.
(b)
If paragraph (c) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
(c)
If this Clause 5.10 (Cost of funds) applies pursuant to Clause 5.9 (Market disruption) and:
(i)
a Lender's Funding Rate is less than LIBOR; or
(ii)
a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,
the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.
5.11
Break Costs
(a)
The Borrower shall, within three Business Days of demand by a Creditor Party, pay to that Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.
(b)
Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
5.12
Notification of market disruption
The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.9 (Market disruption) which have caused its notice to be given.
5.13
Suspension of drawdown
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If the Agent's notice under Clause 5.12 (Notification of market disruption) is served before an Advance is to be made the Lenders' obligations to make or participate in that Advance (as the case may be) shall be suspended while the circumstances referred to in the Agent's notice continue.
5.14
Replacement of Screen Rate
(a)
If the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Borrower.
(b)
If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within three Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:
(i)
its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii)
its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
5.15
Negotiation of alternative rate of interest
If the Agent's notice under Clause 5.12 (Notification of market disruption) is served after an Advance has been made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 15 days after the date on which the Agent serves its notice under Clause 5.12 (Notification of market disruption) (the "Negotiation Period"), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the relevant Interest Period concerned.
5.16
Application of agreed alternative rate of interest
Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed and shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
5.17
Alternative rate of interest in absence of agreement
If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant  circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin; and the procedure provided for by this Clause 5.17 (Alternative rate of interest in absence of agreement) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.
5.18
Notice of prepayment
If the Borrower does not agree with an interest rate set by the Agent under Clause 5.17 (Alternative rate of interest in absence of agreement), the Borrower may give the Agent not less than 10 Business Days' notice of its intention to prepay the relevant Advance at the end of the interest period set by the Agent.
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5.19
Prepayment
A notice under Clause 5.18 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower's notice of intended prepayment; and on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance, together with accrued interest thereon at the applicable rate  plus the Margin.
5.20
Application of prepayment
The provisions of Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.
5.21
Hedging
(a)
Where the Borrower is proposing to enter into any derivative transaction to hedge all or part of its exposure under this Agreement to interest rate fluctuations, the Borrower agrees that it will provide the Swap Banks with a right of first refusal to provide such derivative transactions.
(b)
If, at any time during the Security Period, the Borrower enters into a Master Agreement, it shall comply with the provisions of Clause 11.20 (Documents to be provided following execution of a Master Agreement).
6
INTEREST PERIODS
6.1
Commencement of Interest Periods
The first Interest Period applicable to an Advance shall commence on the Drawdown Date relating to that Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.
6.2
Duration of normal Interest Periods
Subject to Clauses 6.3 (Duration of Interest Periods for repayment instalments) and 6.4 (No Interest Period to extend beyond final Maturity Date), each Interest Period shall be:
(a)
1, 3 or 6 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period; or
(b)
3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a); or
(c)
such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower.
6.3
Duration of Interest Periods for repayment instalments
In respect of an amount due to be repaid under Clause 8 (Reduction, Repayment, Prepayment and Cancellation) on a particular Repayment Date, an Interest Period shall end on that Repayment Date.
6.4
No Interest Period to extend beyond final Maturity Date
No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.
6.5
Non-availability of matching deposits for Interest Period selected
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If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the London Interbank Market when that Interest Period commences, that Interest Period shall be of 3 months unless otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrower.
6.6
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the precedent Business Day (if there is not).
7
DEFAULT INTEREST
7.1
Default interest
(a)
If the Borrower fails to pay any amount payable by it under a Finance Document other than a Master Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per centage points. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent.  Any interest accruing under this Clause 7.1 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.
(b)
If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
(i)
the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
(ii)
the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per centage points. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
(c)
Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
8
REDUCTION, REPAYMENT, PREPAYMENT AND CANCELLATION
8.1
Reduction of Total Commitments
(a)
The Total Commitments shall be automatically reduced by the Reduction Amount on the date falling six months after the Delivery Date of the first Ship to be delivered.
(b)
The reduction in the Total Commitments pursuant to paragraph (a) above shall cause the amount of the Total Commitments to be permanently reduced by the Reduction Amount.
(c)
The Borrower shall ensure that at all times the aggregate outstanding amount of the Advances is not greater than the then applicable Total Commitments and, without prejudice to the generality of the foregoing, the Borrower shall if necessary immediately prepay some or all of the outstanding Advances so that the aggregate outstanding amount of the Advances does not (taking into account the scheduled reduction of the Total Commitments)
29

exceed the Total Commitments as reduced pursuant to this Clause 8.1 (Reduction of Total Commitments).
8.2
Repayment of Advances
Subject to the provisions of Clause 8.1 (Reduction of Total Commitments):
(a)
each Advance shall be repaid in full on the last day of its Interest Period; and
(b)
unless the Borrower notifies the Agent to the contrary not later than 11.00 a.m. (London time) 3 Business Days prior to the Repayment Date applicable to an Advance, then, notwithstanding paragraph (a) of Clause 8.2 (Repayment of Advances), where that Repayment Date is also a Drawdown Date in respect of another Advance, the Agent shall, on behalf of the Borrower, apply the Advance which would otherwise have been paid to the Borrower on that Drawdown Date in or towards the discharge of the amount payable by the Borrower on that Repayment Date pursuant to paragraph (a) of Clause 8.2 (Repayment of Advances) (but without prejudice to the obligation of the Borrower to pay any balance due after application of such amount).
8.3
Maturity Date
On the Maturity Date, any undrawn Commitments shall be cancelled and the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.
8.4
Voluntary prepayment
(a)
Subject to the following conditions in Clauses 8.5 (Conditions for voluntary prepayment), 8.6 (Effect of notice of prepayment) and 8.7 (Notification of notice of prepayment), the Borrower may prepay the whole or any part of the Loan.
(b)
Any voluntary prepayment pursuant to this Clause 8.4 (Voluntary prepayment) shall be applied pro rata to any Advances then outstanding and pro rata against the future reductions of the Total Commitments pursuant to Clause 8.1 (Reduction of Total Commitments).
8.5
Conditions for voluntary prepayment
The conditions referred to in Clause 8.4 (Voluntary prepayment) are that:
(a)
a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000;
(b)
the Agent has received from the Borrower at least 10 Business Days' prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and
(c)
the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with.
8.6
Effect of notice of prepayment
A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.
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8.7
Notification of notice of prepayment
The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under paragraph (c) of Clause 8.5 (Conditions for voluntary prepayment).
8.8
Mandatory prepayment and cancellation on sale or Total Loss
(a)
The relevant proportion of the Total Commitments shall be cancelled (and the Borrower shall be obliged to prepay any part of the Advances which exceeds the reduced Total Commitments):
(i)
if a Ship which is subject to a Mortgage is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or
(ii)
if a Ship which is subject to a Mortgage becomes a Total Loss, on the earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.
In this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss), "relevant proportion" means a fraction of which the numerator is the Fair Market Value of the Ship (determined by an appraisal not more than 10 days prior to the date of the sale or Total Loss) which is to be sold or the subject of Total Loss and the denominator is the aggregate of the Fair Market Values of the Ships (determined on the same basis) mortgaged pursuant to this Agreement immediately prior to the sale or Total Loss.
Any cancellation and/or prepayment pursuant to this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss) shall be applied pro rata to any Advances then outstanding and pro rata against the future reductions of the Total Commitments pursuant to Clause 8.1 (Reduction of Total Commitments).
If any Advance is cancelled and/or prepaid pursuant to this Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss), then that amount may not be reborrowed and the Total Commitments will be permanently reduced by the amount of the cancellation and/or prepayment applicable to the Advance and future reductions pursuant to Clause 8.1 (Reduction of Total Commitments) shall be reduced on a pro rata basis.
(b)
This Clause 8.8 (Mandatory prepayment and cancellation on sale or Total Loss) is without prejudice to the provisions of Clause 15.1 (Minimum required security cover).
8.9
Mandatory prepayment and cancellation on Change of Control
If there is a Change of Control, the Borrower shall be obliged to prepay the Loan in full and the Commitments shall terminate not later than 60 days following the occurrence of the Change of Control.
8.10
Mandatory prepayment and cancellation on breach of financial covenants
If the Borrower is not in compliance with the financial covenants in Clause 12.5 (Financial Covenants) at any time during the Security Period, the Borrower shall be obliged to repay the Loan in full (and the Commitments shall be cancelled) not later than 5 days following a request in writing from the Agent (acting on the instructions of the Majority Lenders) to the Borrower to repay the Loan.
8.11
Amounts payable on prepayment
A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 (Indemnities) or otherwise) in respect of the amount prepaid and, if the
31

prepayment is not made on the last day of an applicable Interest Period, together with any sums payable under Clause 21.1(b) but without premium or penalty.
8.12
Reborrowing
Subject to the terms of this Agreement, any amount repaid may be reborrowed.
8.13
Voluntary cancellation of Commitments
Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Available Commitments.
8.14
Conditions for cancellation of Commitments
The conditions referred to in Clause 8.13 (Voluntary cancellation of Commitments) are that:
(a)
a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and
(b)
the Agent has received from the Borrower at least 10 Business Days' prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect.
8.15
Effect of notice of cancellation
The service of a cancellation notice given under Clause 8.14 (Conditions for cancellation of Commitments) shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the Commitment of each Lender pro rata and also on a pro rata basis against the future instalments repayable pursuant to Clause 8.1 (Reduction of Total Commitments).
8.16
Unwinding of Designated Transactions
On or prior to any repayment or prepayment of the Loan under this Clause 8 (Reduction, Repayment, Prepayment and Cancellation) or any other provision of this Agreement, the Borrower shall at its sole discretion have the right to wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1 (Reduction of Total Commitments).
8.17
Right of replacement or repayment and cancellation in relation to a single Lender
(a)
So long as no Potential Event of Default or Event of Default has occurred and is continuing, if:
(i)
any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 22.2 (Grossing-up for taxes) or under that clause as incorporated by reference or in full in any other Finance Document; or
(ii)
any Lender claims indemnification from the Borrower under Clause 21.1 (e)  (Indemnities regarding borrowing and repayment of Loan) or Clause 28 (Increased Costs);
the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.
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(b)
On receipt of a notice of cancellation referred to in paragraph (a) above, any Commitment of that Lender shall immediately be reduced to zero.
(c)
On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.
9
CONDITIONS PRECEDENT
9.1
Documents, fees and no default
Each Lender's obligation to contribute to an Advance is subject to the following conditions precedent:
(a)
that, on or before the date of this Agreement, the Agent receives the documents and fees described in Part A of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers;
(b)
that, on or before the initial Drawdown Date for each Ship:
(i)
the Agent receives the documents described in Part B of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and
(ii)
during the period from 30 June 2016 to the date of the initial Drawdown Notice and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (A) on the rights or remedies of the Lenders, (B) on the performance of the Borrower and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or the Group;
(c)
that both at the date of each Drawdown Notice and at each Drawdown Date:
(i)
no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii)
the representations and warranties in Clause 10 (Representations and Warranties) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii)
none of the circumstances contemplated by Clause 5.9 (Market disruption) has occurred and is continuing; and
(iv)
since the filing of the latest audited financial statements, nothing shall have occurred (and neither the Facility Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Lenders shall determine has had, or could reasonably be expected to have, a material adverse effect (v) on the rights or remedies of the Lenders, (w) on the performance of the Borrower and its subsidiaries of their obligations to the Lenders, (x) with respect to this Agreement or (y) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries;
33

(d)
that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied on the basis of the most recently provided valuations and immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and
(e)
that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by notice to the Borrower prior to the relevant Drawdown Date.
9.2
Waiver of conditions precedent
If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 (Documents, fees and no default) are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the Majority Lenders, specify).
10
REPRESENTATIONS AND WARRANTIES
10.1
General
The Borrower represents and warrants to each Creditor Party as follows.
10.2
Status
It is duly incorporated, validly existing and in good standing under the laws of, and has the centre of its main interests in, Belgium.
10.3
Corporate power
It has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:
(a)
to execute the Finance Documents and the Master Agreement to which it is a party; and
(b)
to borrow under this Agreement, to enter into Designated Transactions under the Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents and the Master Agreement.
10.4
Consents in force
All the consents referred to in Clause 10.3 (Corporate power) remain in force and nothing has occurred which makes any of them liable to revocation.
10.5
Legal validity; effective Security Interests
The Finance Documents and the Master Agreement to which it is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
(a)
constitute the Borrower's legal, valid and binding obligations enforceable against it in accordance with their respective terms; and
(b)
create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;
34

subject to any relevant mandatory insolvency laws affecting creditors' rights generally and to general equity principles.
10.6
No third party Security Interests
Without limiting the generality of Clause 10.5 (Legal validity; effective Security Interests), at the time of the execution and delivery of each Finance Document and the Master Agreement:
(a)
the Borrower will have the right to create all the Security Interests which that Finance Document or Master Agreement purports to create; and
(b)
no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.
10.7
No conflicts
The execution by the Borrower of each Finance Document and each Master Agreement to which it is a party, and the borrowing by the Borrower of the Loan, and the Borrower's compliance with each Finance Document and the Master Agreement to which it is a party will not involve or lead to a contravention of:
(a)
any law or regulation; or
(b)
the constitutional documents of the Borrower; or
(c)
any contractual or other obligation or restriction which is binding on the Borrower or any of its subsidiaries or any of their respective assets.
10.8
No default
No Event of Default or Potential Event of Default has occurred and is continuing.
10.9
Information
All information which has been provided in writing by or on behalf of the Borrower or any Security Party to the Mandated Lead Arranger or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.4 (Information provided to be accurate); all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6 (Form of financial statements); and there has been no material adverse change in the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries since 30 June 2016.
10.10
No litigation
No litigation, arbitration or administrative proceedings (including, but not limited to, investigative proceedings) involving the Borrower has been commenced or taken or, to the Borrower's knowledge, is likely to be commenced or taken which, in any case, would be likely to have a material adverse effect on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the ability of the Borrower to perform its obligations under the Finance Documents.
10.11
Compliance with certain undertakings
At the date of this Agreement, the Borrower is in compliance with Clauses 11.2 (Title; negative pledge) and 11.12 (Principal place of business).
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10.12
Taxes paid
The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower and its business.
10.13
No money laundering
Without prejudice to the generality of Clause 2.3 (Purpose of Advances), in relation to the utilisation by the Borrower of the Advances granted or to be granted to it under this Agreement, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2005/60/EC of the European Parliament and of the Council of the European Union of 26 October 2005).
10.14
Anti-Corruption Laws
The Borrower has conducted its business in compliance with all applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
10.15
Sanctions
Each Relevant Person has been and is in compliance with all Sanctions Laws and no Relevant Person:
(a)
is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party; or
(b)
has received formal notice in writing of any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws.
10.16
ISM Code and ISPS Code compliance
All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ships have been, or will be, complied with at the time of the Drawdown Date relating to each Ship.
10.17
Pari passu obligations
The payment obligations of the Borrower under this Agreement, the Master Agreement and the other Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally.
10.18
Environmental matters
Except as many have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent:
(a)
the Borrower has complied with the provisions of all Environmental Laws;
(b)
the Borrower has obtained all Environmental Approvals and is in compliance with all Environmental Approvals;
36

(c)
the Borrower has not received notice of any Environmental Claim that alleges that it is not in compliance with any Environmental Law of any Environmental Approval;
(d)
there is no Environmental Claim pending or, to the best of the Borrower's knowledge and belief (having made due enquiry), threatened against the Borrower or either Ship; and
(e)
no Environmental Incident which could or might give rise to any Environmental Claim has occurred.
10.19
Deduction of Tax
The Borrower is not required to make any Tax Deduction from any payment it may make under any Finance Document.
11
GENERAL UNDERTAKINGS
11.1
General
The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 (General Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
11.2
Title; negative pledge
The Borrower shall hold the legal title to, and own the entire beneficial interest in each Ship, its Earnings and Insurances, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests.
11.3
Disposal of assets
The Borrower will not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its business and for fair market value.
11.4
Information provided to be accurate
All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true, accurate and not misleading and will not omit any material fact or consideration.
11.5
Provision of financial statements
The Borrower will send to the Agent:
(a)
as soon as possible, but in no event later than 120 days after the end of each financial year of the Borrower from and including the financial year ending 31 December 2016, the audited consolidated accounts of the Group;
(b)
as soon as possible, but in no event later than 75 days after the end of each financial half-year of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the unaudited consolidated semi-annual accounts of the Group certified as to its correctness by the chief financial officer of the Borrower;
(c)
as soon as possible, but in no event later than 60 days after the end of each financial quarter of the Borrower and provided that these documents have not been published on the Borrower's website or sent to the Lenders in the form of a press release, unaudited
37

consolidated income statements of the Group certified as to their correctness by the chief financial officer of the Borrower and unaudited individual income statements of the Borrower certified as to their correctness by an officer or director of the Borrower;
(d)
as soon as possible, but not later than 120 days after the end of each financial year of the Borrower, a financial projection for the Group for the next 3 years in a format which is acceptable to the Agent; and
(e)
together with each set of accounts referred to in paragraphs (a) to (d), a compliance certificate (together with supporting schedules, if any) signed by the chief financial officer of the Borrower in the form attached as Schedule 8 (Form of Certificate of Compliance) (or in any other format which the Agent may approve and with such other information as the Agent may require) evidencing compliance with the financial undertakings in Clause 12.5 (Financial Covenants) and also listing the Fair Market Value of each of the Ships.
11.6
Form of financial statements
The audited accounts delivered under Clause 11.5 (Provision of financial statements) will:
(a)
be prepared in accordance with all applicable laws and IFRS consistently applied;
(b)
give a true and fair view of the state of affairs of the Borrower at the date of those accounts and of profit for the period to which those accounts relate; and
(c)
fully disclose or provide for all significant liabilities of the Borrower.
11.7
Provision of further information
(a)
The Borrower will, as soon as practicable after receiving a request from the Agent provide the Agent with such additional financial information in relation to the Group which may be reasonably requested by the Agent or any Lender through the Agent.
(b)
The Borrower shall supply to the Agent, promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation with respect to Sanctions Laws against it, any of its direct or indirect owners, subsidiaries or any of their respective directors, officers, employees, agents or representatives.
11.8
Creditor notices
The Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which are despatched to all of the Borrower's shareholders or creditors or to the whole of any class of them.
11.9
Consents
The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:
(a)
for the Borrower to perform its obligations under any Finance Document and any Master Agreement to which it is a party;
(b)
for the validity or enforceability of any Finance Document and any Master Agreement to which it is a party;
and the Borrower will comply with the terms of all such consents.
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11.10
Maintenance of Security Interests
The Borrower will:
(a)
at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and
(b)
without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which, in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
11.11
Notification of litigation
The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party or a Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.
11.12
Principal place of business
The Borrower will notify the Agent if it has a place of business in any jurisdiction which would require a Finance Document to which it is a party to be registered, filed or recorded with any court or authority in that jurisdiction or if the centre of its main interests changes.
11.13
Notification of default
The Borrower will notify the Agent as soon as it becomes aware of:
(a)
the occurrence of an Event of Default or Potential Event of Default; or
(b)
any matter which indicates that an Event of Default or Potential Event of Default may have occurred,
and will keep the Agent fully up‑to‑date with all developments.
11.14
Access to books and records
The Borrower shall permit one or more representatives of the Agent, at the request of the Agent, to have reasonable access to its books and records and to inspect the same during normal business hours at its offices upon reasonable prior written notice.
11.15
Press releases
The Borrower will send to the Agent, at the same time as they are dispatched, copies of all press releases which are issued by it.
11.16
Pari passu ranking
The Borrower's payment obligations under this Agreement and any other Finance Document to which it is a party shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
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11.17
Conduct of business; compliance with laws
The Borrower shall conduct its business in a proper and efficient manner in compliance with:
(a)
its constitutional documents;
(b)
all Sanctions Laws;
(c)
all Anti-Corruption Laws;
(d)
all Environmental Laws; and
(e)
all other laws and regulations applicable to its business,
and shall notify the Agent immediately upon becoming aware of any breach of any such document, law or regulation.
11.18
Know your customer requirements
Promptly upon the Agent's request the Borrower will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary "know your client" or other checks which it is required to carry out in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers.
11.19
Compliance with Sanctions Laws
The Borrower shall:
(a)
ensure that neither it nor any of its subsidiaries is or will become a Restricted Party;
(b)
use reasonable endeavours to procure that no director, officer, employee, agent or representative of it or any of its subsidiaries is or will become a Restricted Party; and
(c)
procure that no proceeds of any Advance shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner for a purpose prohibited by Sanctions Laws.
11.20
Documents to be provided following execution of a Master Agreement
Following the execution of a Master Agreement, the Borrower shall procure that promptly following the execution of such Master Agreement the Agent has received the following documents in form and substance satisfactory to the Agent and its lawyers:
(a)
if required by the Agent and in the case of each Mortgage an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement;
(b)
if required by the Agent and in the case of a Finance Document an amendment or addenda to that Mortgage specifying such consequential amendments to that Mortgage as may be required as a consequence of the entry by the Borrower and the relevant Swap Bank into the Master Agreement;
(c)
in each case if required for the provisions of the legal opinions referred to in paragraph (g), copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of the Mortgage amendments and addenda referred to in paragraph (a);
40

(d)
the original of any power of attorney under which any of the Mortgage amendments and addenda referred to in paragraph (a) are to be executed on behalf of the Borrower;
(e)
an original Master Agreement Security (and of each document required to be delivered by its terms);
(f)
documentary evidence that the Mortgage amendments and addenda referred to in paragraph (a) have been duly registered against that Ship as valid amendment or addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;
(g)
if required by the Agent, favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium, the country where the Ship is registered following such transfer, and such other relevant jurisdictions as the Agent may require; and
(h)
if the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
12
CORPORATE UNDERTAKINGS
12.1
General
The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 (Corporate Undertakings) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
12.2
Maintenance of status
The Borrower will maintain its separate corporate existence under the laws of, and the centre of its main interests in, Belgium and the Borrower shall maintain its listing on the First Market of Euronext Brussels and the New York Stock Exchange or such other reputable international stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in writing, such approval not to be unreasonably withheld or delayed.
12.3
No change of business
The Borrower will not operate outside the scope of its Articles of Association as at the date of this Agreement.
12.4
No merger etc.
The Borrower will not, and will procure that none of its subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation which may, in the reasonable opinion of the Majority Lenders, have a material adverse effect on the financial position the Borrower.
12.5
Financial Covenants
The Borrower will ensure that the consolidated financial position of the Group shall at all times during the Security Period be such that:
(a)
Consolidated Working Capital shall not be less than $0;
(b)
Free Liquid Assets are not less than the higher of:
(i)
$50,000,000;
(ii)
5 per cent. of Total Indebtedness;
41

(c)
the amount of Cash shall equal or exceed US$30,000,000; and
(d)
the ratio of Stockholders' Equity to Total Assets is not less than 30 per cent.
In this Clause 12.5 (Financial Covenants):
"Cash" means, at any date of determination under this Agreement, the aggregate value of the Group's credit balances on any deposit, savings or current account and cash in hand with recognised and reputable banks or financial institutions but excluding any such credit balances and cash subject to a Security Interest at any time;
"Consolidated Current Assets" means, at any date of determination under this Agreement, the amount of the current assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts available under committed credit lines having remaining maturities of more than 12 months;
"Consolidated Current Liabilities" means, at any date of determination under this Agreement, the amount of the current liabilities of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
"Consolidated Working Capital" means Consolidated Current Assets less Consolidated Current Liabilities;
"Free Liquid Assets"  means, at any date of determination under this Agreement, the aggregate amount of cash and cash equivalents of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those assets subject to a Security Interest (other than a Security Interest in favour of the Security Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and cash equivalents" include any amounts available under committed credit lines having remaining maturities of more than 6 months;
"Latest Balance Sheet"  means, at any date, the consolidated balance sheet of the Group most recently delivered to the Agent pursuant to Clause 11.5 (Provision of financial statements) and/or most recently made publicly available;
"Stockholders' Equity"  means, at any date of determination under this Agreement, the amount of the capital and reserves of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet;
"Total Assets"  means, at any date of determination under this Agreement, the amount of the total assets of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet; and
"Total Indebtedness" means, at any date of determination under this Agreement, the amount of long-term loans (including finance leases, banks loans and other long-term loans) and short-term loans of the Group determined on a consolidated basis in accordance with IFRS and as shown in the Latest Balance Sheet.
12.6
Change in IFRS
If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any applicable law relating to the financial reporting (including but not limited to accounting bases, policies, practices and procedures or reference periods) of the Group generally or any member of the Group individually and the effect of complying with that change would result in the value for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" being materially different from its value if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement and of
42

which the Lenders would reasonably expect to have been informed, the Borrower shall immediately notify the Agent of that change and procure that, as soon as reasonably practicable thereafter, the Borrower's auditors deliver to the Agent:
(a)
a description of the change and what adjustments would need to be made to the financial statements of the Group following that change in order to reverse the effects of that change so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all applicable laws in effect at the date of this Agreement; and
(b)
such information, in form and substance acceptable to the Agent, as may be required:
(i)
to enable the Lenders to determine whether there is a breach of any of the financial covenants in respect of the Group set out in Clause 12.5 (Financial Covenants) (based on IFRS and all applicable laws in effect at the date of this Agreement); and
(ii)
to assist the Lenders in making an accurate comparison between the financial position of the Group indicated in the financial statements prepared following the change and those prepared prior to it.
In the event that the Lenders are satisfied that, based on the information provided by the Borrower's auditors, the financial covenants in Clause 12.5 (Financial Covenants) have been complied with, the Lenders and the Borrower shall enter into discussions with a view to agreeing amendments to this Agreement so as to mitigate the effect of the change.
12.7
Change of accounting period
The Borrower shall not change its fiscal year end date being 31 December.
12.8
Restrictions on dividends
The Borrower may only pay a dividend or make a distribution and/or buy-back its own common stock subject to the following conditions:
(a)
no Event of Default has occurred and is continuing or would result upon payment of the proposed dividend, distribution or buy-back; and
(b)
the payment of such dividend or distribution would not cause any breach of any of the financial covenants set out in Clause 12.5 (Financial Covenants).
12.9
Payment of taxes
The Borrower shall pay when due all taxes applicable to, or imposed on or in relation to it, its business or a Ship to be owned by it.
12.10
Negative undertakings
The Borrower will not:
(a)
change its legal name, type of organisation or jurisdiction of incorporation; and
(b)
provide any form of credit or financial assistance to any person or enter into any transaction with or involving any person on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length.
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12.11
Notification of Sanctions
The Borrower shall:
(a)
supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanction Laws against (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), as well as information on what steps are being taken with regards to answering or opposing the same;
(b)
inform the Agent promptly upon becoming aware that any of (a) the Borrower, (b) any other Relevant Person or (c) any owners of any Relevant Person (other than any owner of the Borrower), has become or is likely to become a Restricted Party.
12.12
Incurrence of Financial Indebtedness
The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial Indebtedness or grant any guarantee in respect of Financial Indebtedness if, as a result of incurring that Financial Indebtedness or incurring the contingent liability under that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one or more of the financial covenants in respect of the Borrower set out in Clause 12.5 (Financial Covenants) would be breached, on the date of such incurrence.
12.13
Other transactions
The Borrower shall not enter into any transaction with an Affiliate on terms which are, in any respect, less favourable to it that those which it could obtain in a bargain made at arm's length.
13
INSURANCE
13.1
General
The Borrower also undertakes with each Creditor Party to comply with the following provisions of Clause 13 (Insurance) at all times during the Security Period  (in the case of each Ship after the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.
13.2
Maintenance of obligatory insurances
The Borrower shall keep each Ship insured at its own expense against:
(a)
fire and usual marine risks and war risks (including hull and machinery, hull and freight interest, piracy, terrorism, missing vessel cover, blocking and trapping and confiscation); and
(b)
protection and indemnity risks (including pollution risks), on "full entry terms".
13.3
Terms of obligatory insurances
The Borrower shall, effect such insurances in respect of each Ship:
(a)
in Dollars;
(b)
in the case of fire and usual marine risks and war risks (including coverage for war protection and indemnity with a separate limit for the same amounts insured under war hull), in an amount on an agreed value basis at least the greater of (i) when aggregated with such insurances on the other Ships which are subject to a Mortgage, 120 per cent. of the Loan and (ii) the Fair Market Value of that Ship;
44

(c)
in the case of hull and machinery insured values of each Ship in an amount not less than 70 per cent. of the total insured value of that Ship;
(d)
in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry with a protection and indemnity association belonging to the International Group of Protection and Indemnity Associations;
(e)
in relation to protection and indemnity risks in respect of the Ship's full tonnage on full entry terms;
(f)
on approved terms; and
(g)
through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
13.4
Further protections for the Creditor Parties
In addition to the terms set out in Clause 13.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances shall:
(a)
in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(b)
name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;
(c)
provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set‑off, counterclaim or deductions or condition whatsoever;
(d)
provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and
(e)
provide that the Security Trustee may make proof of loss if the Borrower fails to do so.
13.5
Renewals
The Borrower shall ensure that:
(a)
before the expiry of any obligatory insurance, that obligatory insurance is renewed; and
(b)
promptly after each such renewal, there is provided to the Security Trustee details of the terms and conditions on which such obligatory insurances have been renewed.
If there is a change in the insurers and/or markets through whom the obligatory insurances are placed the Borrower shall procure that the Security Trustee is notified within a reasonable time of the names of the insurers and/or markets employed for the purposes of the renewal of the obligatory insurance and of the amounts in which they are renewed.
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13.6
Letters of undertaking
In relation to all obligatory insurances effected from time to time under Clause 13.2 (Maintenance of obligatory insurances), the Borrower shall ensure that all brokers and any protection and indemnity or war risks associations in which a Ship is entered, in each case being approved by the Security Trustee (such approval not to be unreasonably withheld), provide the Security Trustee with letters of undertaking:
(a)
in the case of a broker, in a form standard in the insurance market in which such broker operates or any professional association of which that approved broker is a member;
(b)
in the case of a protection and indemnity or war risks association, in its standard form.
If any of the obligatory insurances referred to in Clause 13.2(a) and/or 13.2(b) form part of a fleet cover, the Borrower will procure that any letter of undertaking referred to in paragraph (a) of this Clause 13.6 (Letters of undertaking) is amended to provide that the relevant brokers shall undertake to the Security Trustee that they shall neither set-off against any claims in respect of the relevant Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances.
13.7
Copies of certificates of entry
The Borrower shall ensure that any protection and indemnity and/or war risks associations in which each Ship is entered provides the Security Trustee with a certified copy of the certificate of entry for that Ship.
13.8
Deposit of original policies
The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.
13.9
Payment of premiums
The Borrower shall ensure that (taking account of any applicable grace periods) all premiums, calls or contributions or other sums of money from time to time due in respect of any obligatory insurances are paid in full and produce all relevant receipts when so required by the Security Trustee.
13.10
Guarantees
The Borrower shall arrange for the execution and delivery of all guarantees and indemnities as may from time to time be required by a Ship's P&I Club or war risks association.
13.11
Compliance with terms of insurances
The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance in relation to a Ship invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:
(a)
the Borrower shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;
46

(b)
the Borrower shall not make any changes relating to the classification or classification society or manager or operator of a Ship approved by the underwriters of the obligatory insurances;
(c)
the Borrower shall make (and on request promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which a Ship it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
(d)
the Borrower shall not employ a Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
13.12
Alteration to terms of insurances
The Borrower will procure that:
(a)
no adverse alteration is made to any obligatory insurance (which alteration is, in the reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders) without the prior written consent of the Security Trustee; and
(b)
all the steps under its control are taken to seek to avoid the occurrence of any act or omission which would enable cancellation of any obligatory insurance or render any obligatory insurance invalid, void or unenforceable or render any sum paid out under any obligatory insurance repayable in whole or in part.
13.13
Settlement of claims
The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and the Borrower shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
13.14
Provision of information
The Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:
(a)
obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)
effecting or renewing any such insurances as are referred to in Clause 13.15 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances;
and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses reasonably incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).
13.15
Mortgagee's interest and additional perils insurances
The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect, maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's interest marine insurance in such amounts on such terms reasonably available in the market,
47

through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Agent or the Security Trustee (as the case may be) in respect of all reasonable premiums and other reasonable expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance Provided that the cover in respect of the mortgagee's interest marine insurance shall not exceed 110 per cent. of the Loan.
Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any insurances of the nature referred to in this Clause, it shall first notify the Borrower of the insurance which it proposes to effect, the terms on which it requires it to be effected and the date from which it requires it to be so effected.  If, before the date on which the Agent or Security Trustee (as the case may be) requires that insurance to be effected, the Borrower can demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be) is able to arrange that insurance upon the same terms, before that date, for a price lower than that for which any firm of insurance brokers nominated by the Agent or Security Trustee is prepared to arrange that insurance and with underwriters acceptable to the Agent or Security Trustee (as the case may be), and if that firm of insurance brokers will enter into such agreements with the Agent or Security Trustee (as the case may be) as it may require taking into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as the case may be) shall not unreasonably refuse to effect that insurance through that firm of insurance brokers so nominated by the Borrower.
14
SHIP COVENANTS
14.1
General
The Borrower also undertakes with each Creditor Party to comply with the provisions of this Clause 14 (Ship Covenants) at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit (such permission not to be unreasonably withheld in the case of Clause 14.2 (Ship's name and registration), 14.12 (Restrictions on chartering, appointment of managers etc.) and 14.14 (Sharing of Earnings).
14.2
Ship's name and registration
The Borrower shall keep each Ship registered in its name on an Approved Flag; and shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled and shall not change the name or country of registry of the Ship Provided that the Borrower may change the registry of the Ship to any Approved Flag without the consent of the Lenders subject to the Borrower providing the Creditor Parties with replacement security at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on the Ship and subject to any appropriate consequential amendments to the Finance Documents.
14.3
Repair and classification
The Borrower shall keep each Ship in a good safe condition and state of repair:
(a)
consistent with first-class ship ownership and management practice;
(b)
so as to maintain that Ship's class as at the date of this Agreement free of overdue recommendations and conditions affecting that Ship's class with a classification society which has been approved by the Agent; and
(c)
so as to comply with all laws and regulations applicable to vessels registered on the applicable Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.
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14.4
Modification
The Borrower shall not make any modification or repairs to, or replacement of, a Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of a Ship or reduce its value.
14.5
Removal of parts
The Borrower shall not remove any material part of a Ship, or any item of equipment installed on a Ship, except in the normal course of maintenance and repair, unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on a Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship concerned.
14.6
Surveys
The Borrower shall submit each Ship regularly to such periodical or other surveys which may be required for that Ship's classification purposes and shall comply with all conditions and recommendations affecting that Ship's class of the relevant classification society in accordance with their terms unless waived.
14.7
Inspection
The Borrower shall permit the Agent (by surveyors or other persons appointed by it for that purpose, at the Borrower's expense once per year) to board a Ship at all reasonable times to inspect its condition (without interfering with that Ship's operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.
14.8
Prevention of and release from arrest
The Borrower shall promptly discharge, unless the same is being contested in good faith by the Borrower:
(a)
all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against any such Ship, its Earnings or the Insurances in relation any such Ship;
(b)
all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship; and
(c)
all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in relation to any such Ship;
and, forthwith upon receiving notice of the arrest of a Ship, or of its detention in exercise or purported exercise of any lien or claim, unless the same is being contested in good faith by the Borrower, the Borrower shall as soon as possible or in any event within 30 days (or such greater period as may be agreed by the Agent) procure its release by providing bail or otherwise as the circumstances may require.
14.9
Compliance with laws etc.
The Borrower shall:
(a)
comply, or procure compliance with all laws  or regulations:
(i)
relating to its business generally; and
49

(ii)
relating to each Ship, its ownership, employment, operation, management and registration,
including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Approved Flag in relation to each Ship;
(b)
obtain, comply with and do all that is necessary to maintain in full force and effect any consents required to be obtained and maintained by the Borrower in connection with any Environmental Laws;
(c)
without limiting paragraph (a) above, not employ a Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws; and
(d)
procure that neither it nor any member of the Group is or becomes a Restricted Person.
14.10
Provision of information
The Borrower shall promptly provide the Agent with any information which it reasonably requests regarding:
(a)
a Ship, its employment, position and engagements;
(b)
the Earnings and payments and amounts due to a Ship's master and crew;
(c)
any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of a Ship and any payments made in respect of a Ship;
(d)
any towages and salvages;
(e)
the Borrower, the Approved Managers' or a Ship's compliance with the ISM Code and/or the ISPS Code,
and, upon the Agent's request, to provide copies of any current charter relating to a Ship and of any current charter guarantee (unless the Borrower is prohibited to do so under applicable confidentiality provisions and if there is any such confidentiality provision, the Borrower shall use all reasonable endeavours to provide such copies) and copies of a Ship's Safety Management Certificate.
14.11
Notification of certain events
The Borrower shall immediately notify the Agent by email, confirmed forthwith by letter, of:
(a)
any casualty of a Ship which is or is likely to be or to become a Major Casualty;
(b)
any occurrence as a result of which a Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c)
any requirement or recommendation made by any insurer or classification society or by any competent authority in respect of a Ship which is not complied with within the applicable time limit;
(d)
any arrest or detention of a Ship, any exercise of any lien on a Ship or its Earnings or any requisition of a Ship for hire which may be material in the context of this Agreement;
(e)
any Environmental Claim made against the Borrower or in connection with a Ship, or any Environmental Incident;
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(f)
any claim for breach of the ISM Code or the ISPS Code being made against an Borrower, an Approved Manager or otherwise in connection with a Ship; or
(g)
any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;
and the Borrower shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of the Borrower's, the Approved Manager's or any other person's response to any of those events or matters.
14.12
Restrictions on chartering, appointment of managers etc.
The Borrower shall not:
(a)
let a Ship on demise charter for any period;
(b)
enter into any charter in relation to a Ship under which more than 2 months' hire (or the equivalent) is payable in advance;
(c)
charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;
(d)
appoint a manager of a Ship other than the Approved Managers or agree to any material alteration to the terms of an Approved Manager's appointment; or
(e)
put a Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency) unless either:
(i)
that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason; or
(ii)
the cost of such work is covered by insurances; or
(iii)
the Borrower establishes to the reasonable satisfaction of the Agent that it has sufficient funds to pay for the cost of such work.
14.13
Notice of Mortgage
The Borrower shall keep each Mortgage registered against a Ship as a valid first priority mortgage, carry on board that Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by the Borrower to the Security Trustee.
14.14
Sharing of Earnings
The Borrower will not enter into any agreement or arrangement for the sharing of any Earnings other than pursuant to a pooling agreement relating to the Tankers International Pool.
15
SECURITY COVER
15.1
Minimum required security cover
Clause 15.2 (Provision of additional security; prepayment) applies if the Agent notifies the Borrower that:
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(a)
the aggregate of the Fair Market Values (determined as provided in Clause 15.3 (Valuation of Ships) of each Ship subject to a Mortgage; plus
(b)
the net realisable value of any additional security previously provided under this Clause 15 (Security Cover);
is below 125 per cent. of the Loan.
15.2
Provision of additional security; prepayment
If the Agent serves a notice on the Borrower under Clause 15.1 (Minimum required security cover), the Borrower shall, within 30 days after the date on which the Agent's notice is served:
(a)
provide, or ensure that a third party provides, acceptable additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the amount of any prepayment made pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment) in response to the same notice) at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require and, for this purpose, it is agreed that acceptable additional security shall include cash collateral in Dollars valued at par; and/or
(b)
prepay such part of the Loan as will eliminate the shortfall (taking into account the net realisable value of any additional security provided pursuant to paragraph (a) of Clause 15.2 (Provision of additional security; prepayment) in response to the same notice).
15.3
Valuation of Ships
The Fair Market Value of a Ship at any date is that shown by the average of 2 valuations:
(a)
as at a date not more than 30 days previously;
(b)
by an Approved Shipbroker;
(c)
without physical inspection of that Ship;
(d)
on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment;
(e)
after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.
If one valuation in respect of a Ship differs by at least 10 per cent. from the other valuation, then a third valuation for that Ship shall be obtained by an Approved Valuer selected by the Agent and the Fair Market Value of that Ship shall be the average of all three valuations.
The Borrower shall provide (at its own cost) the valuations addressed to the Agent of each Ship which are required to determine its Fair Market Value pursuant to this Clause 15.3 (Valuation of Ships) at the same time as the Borrower provides to the Agent the compliance certificates pursuant to paragraph (e) of Clause 11.6 (Provision of financial statements) in respect of the financial statements provided in accordance with paragraphs (a) and (b) of Clause 11.5 (Provision of financial statements) and after the occurrence of an Event of Default which is continuing, whenever requested by the Agent.
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15.4
Value of additional vessel security
The net realisable value of any additional security which is provided under Clause 15.2 (Provision of additional security; prepayment) and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3 (Valuation of Ships).
15.5
Valuations binding
Any valuation under Clause 15.2 (Provision of additional security; prepayment), 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) shall be binding and conclusive as regards the Borrower and the Lenders, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest over a vessel.
15.6
Provision of information
The Borrower shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.3 (Valuation of Ships) or 15.4 (Value of additional vessel security) with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of its valuation.
15.7
Payment of valuation expenses
Without prejudice to the generality of the Borrower's obligations under Clauses 20.2 (Costs of negotiation, preparation etc.), 20.3 (Costs of variations, amendments, enforcement etc.) and 21.3 (Miscellaneous indemnities), the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.
15.8
Application of prepayment
Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to any prepayment pursuant to paragraph (b) of Clause 15.2 (Provision of additional security; prepayment).
16
PAYMENTS AND CALCULATIONS
16.1
Currency and method of payments
All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:
(a)
by not later than 11.00 a.m. (New York City time) on the due date;
(b)
in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);
(c)
in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and
(d)
in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.
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16.2
Payment on non-Business Day
If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:
(a)
the due date shall be extended to the next succeeding Business Day; or
(b)
if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;
and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.
16.3
Basis for calculation of periodic payments
All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.
16.4
Distribution of payments to Creditor Parties
Subject to Clause 16.5 (Permitted deductions by Agent), Clause 16.6 (Agent only obliged to pay when monies received) and Clause 16.7 (Refund to Agent of monies not received):
(a)
any amount received by the Agent under a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the Security Trustee shall be made available by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender and the Swap Counterparty or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and
(b)
amounts to be applied in satisfying amounts of a particular category which are due to the Lenders and/or the Swap Counterparties generally shall be distributed by the Agent to each Lender and each Swap Counterparty pro rata to the amount in that category which is due to it.
16.5
Permitted deductions by Agent
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender or that Swap Counterparty under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender or that Swap Counterparty to pay on demand.
16.6
Agent only obliged to pay when monies received
Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender or that Swap Counterparty any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself that it has received that sum.
16.7
Refund to Agent of monies not received
If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:
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(a)
refund the sum in full to the Agent; and
(b)
pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.
16.8
Agent may assume receipt
Clause 16.7 (Refund to Agent of monies not received) shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.
16.9
Creditor Party accounts
Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.
16.10
Agent's memorandum account
The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.
16.11
Accounts prima facie evidence
If any accounts maintained under Clauses 16.9 (Creditor Party accounts) and 16.10 (Agent's memorandum account) show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.
16.12
Impaired Agent
(a)
If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 16.1 (Currency and method of payments) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment and designated as a trust account for the benefit of the Creditor Party or Creditor Parties beneficially entitled to that payment under the Finance Documents.  In each case such payments must be made on the due date for payment under the Finance Documents.
(b)
All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c)
Where the Borrower or a Lender has made a payment in accordance with this Clause 16.12 (Impaired Agent) it shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d)
Promptly upon the appointment of a successor Agent in accordance with Clause 24 (The Agent, the Arrangers and the Reference Banks) each party which has made a payment to a trust account in accordance with this Clause 16.12 (Impaired Agent) shall give all requisite
55

instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 16.4 (Distribution of payments to Creditor Parties).
17
APPLICATION OF RECEIPTS
17.1
Normal order of application
Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:
(a)
FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;
(b)
SECONDLY: in or towards satisfaction of any amounts then due and payable to the Creditor Parties (other than the Swap Banks) under the Finance Documents (or any of them) in such order of application and/or such proportions as the Agent, acting with the authorisation of the Lenders, may specify by notice to the Borrower, the Security Parties and the other Creditor Parties,
(c)
THIRDLY: in retention of an amount equal to any amount not then due and payable to the Creditor Parties (other than the Swap Banks) under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (b);
(d)
FOURTHLY: in or towards satisfaction pro rata of any amount then due and payable under any Master Agreement which relates to a Designated Transaction;
(e)
FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Master Agreement which relates to a Designated Transaction but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause (d); and
(f)
SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.
17.2
Variation of order of application
The Agent may, with the authorisation of the Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 (Normal order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories.
17.3
Notice of variation of order of application
The Agent may give notices under Clause 17.2 (Variation of order of application) from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
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17.4
Appropriation rights overridden
This Clause 17 (Application of Receipts) and any notice which the Agent gives under Clause 17.2 (Variation of order of application) shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.
18
APPLICATION OF EARNINGS
18.1
Earnings
The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (and subject only to the provisions of the General Assignments) all the Earnings of each Ship and proceeds under any Insurances in relation to each Ship are paid to the Earnings Account without delay or deductions Provided that the Earnings in respect of each Ship shall be available to the Borrower unless an Event of Default has occurred and is continuing.
18.2
Location of accounts
The Borrower shall promptly:
(a)
comply with any requirement of the Agent as to the location or re‑location of the Earnings Account; and
(b)
execute any documents which the Agent reasonably specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.
19
EVENTS OF DEFAULT
19.1
Events of Default
An Event of Default occurs if:
(a)
the Borrower or any Security Party fails to pay when due or, if payable on demand, on such demand, any sum payable under a Finance Document or under any document relating to a Finance Document unless its failure to pay is caused by an administrative or technical error and payment is made within 3 Business Days of its due date; or
(b)
any breach occurs of Clause 9.2 (Waiver of conditions precedent), Clause 10.15 (Sanctions), Clause 11.2 (Title; negative pledge), Clause 11.3 (Disposal of assets), Clause 11.17 (Conduct of business; compliance with laws) in so far as it relates to Sanctions Laws, Clause 11.19 (Compliance with Sanctions Laws), Clause 12.2 (Maintenance of status), Clause 12.3 (No change of business), Clause 12.4 (No merger etc.), Clause 12.8 (Restrictions on dividends), Clause  12.11 (Notification of Sanctions), Clause 13 (Insurance), paragraph (c) of Clause 14.9 (Compliance with laws etc.), or Clause 15.2 (Provision of additional security; prepayment); or
(c)
(subject to any applicable grace period in the relevant Finance Documents) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such default is capable of remedy, such default continues unremedied 30 days after written notice from the Agent requesting action to remedy the same; or
(d)
any representation, warranty or statement made by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in any material respect when it is made; or
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(e)
any of the following occurs in relation to a Relevant Person:
(i)
a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or
(ii)
a Relevant Person fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction or any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $10,000,000 or more or the equivalent in another currency; or
(iii)
an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or any administrative or other receiver is appointed over any asset of a Relevant Person; or
(iv)
a Relevant Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or an administration notice is given or filed in relation to a Relevant Person, or a winding up or administration order is made in relation to a Relevant Person, or the members or directors of a Relevant Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or
(v)
a petition is presented in any Pertinent Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Relevant Person unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or
(vi)
a Relevant Person petitions a court, or presents any proposal for, any form of judicial or non‑judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or
(vii)
any meeting of the members or directors of a Relevant Person is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi); or
(viii)
in a Pertinent Jurisdiction other than England, any event occurs or any procedure is commenced which, in the opinion of the Majority Lenders, is similar to any of the foregoing; or
(f)
any repayment of principal in respect of, or any payment of interest on, any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period (unless the due date for payment thereof is rescheduled with the agreement of the relevant creditor before the expiry of such grace period);or
(g)
any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described); or
(h)
any commitment to the Borrower for any Financial Indebtedness is cancelled by a creditor of the Borrower by reason of an event of default (however described); or
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(i)
any Financial Indebtedness of the Borrower becomes capable of being declared due and payable prior to its specified maturity or any commitment to the Borrower for any Financial Indebtedness becomes capable of being cancelled in either case as a result of an event of default (howsoever described) and the event giving rise to that event of default is not waived or remedied to the satisfaction of the relevant creditor within 30 days of its occurrence;
provided that (with respect to sub-paragraphs (f) to (i) above) no Event of Default will occur under these sub-paragraphs (f) to (i) above if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (f) to (i) above is less than $10,000,000 (or its equivalent in any other currency or currencies).
(j)
the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or
(k)
it becomes unlawful in any Pertinent Jurisdiction or impossible:
(i)
for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or
(ii)
for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or
(l)
any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or
(m)
any event or circumstance occurs which the Majority Lenders determine has, or could reasonably be expected to have, a material adverse effect on:
(i)
the ability of the Borrower to perform its obligations under the Finance Documents; or
(ii)
the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrower or any of its subsidiaries; or
(n)
at any time, the Borrower is not in compliance with all material Environmental Laws relating to the Ship, its ownership, operation and management or to the business of the Borrower; or
(o)
the Borrower rescinds or repudiates a Finance Document.
19.2
Actions following an Event of Default
On, or at any time after, the occurrence of an Event of Default which is continuing:
(a)
the Agent may, and if so instructed by the Majority Lenders, the Agent shall:
(i)
serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are terminated; and/or
(ii)
serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or
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(iii)
take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or
(b)
the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law.
19.3
Termination of Commitments
On the service of a notice under paragraph (a)(i) of Clause 19.2 (Actions following an Event of Default), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall terminate.
19.4
Acceleration of Loan
On the service of a notice under paragraph (a)(ii) of Clause 19.2 (Actions following an Event of Default), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.
19.5
Default interest upon the occurrence of an Event of Default
On and at any time after the occurrence of an Event of Default (other than pursuant to Clause 19.1(a)), the Agent may by notice to the Borrower declare that from the date such Event of Default occurs and while such Event of Default is continuing interest shall accrue on the Loan and any other amounts outstanding under the Finance Documents at the rate set out in Clause 7.1 (Default interest).
19.6
Multiple notices; action without notice
The Agent may serve notices under paragraphs (a)(i) and (ii) of Clause 19.2 (Actions following an Event of Default) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 (Actions following an Event of Default) if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.
19.7
Notification of Creditor Parties and Security Parties
The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2 (Actions following an Event of Default); but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.
19.8
Creditor Party rights unimpaired
Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 (Interests several).
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19.9
Exclusion of Creditor Party liability
No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:
(a)
for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or
(b)
as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset;
except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.
In no event shall any Creditor Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favour.
19.10
Relevant Persons
In this Clause 19 (Events of Default) a "Relevant Person" means the Borrower, a Security Party or any of the Borrower's subsidiaries, but excluding any company which is dormant and the value of whose gross assets is $5,000,000 or less.
19.11
Interpretation
In Clause 19.1(e) references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(e) "petition" includes an application.
19.12
Position of Swap Counterparties
Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under or pursuant to the foregoing provisions of this Clause 19 (Events of Default), to have any regard to the requirements of a Swap Counterparty except to the extent that such Swap Counterparty is also a Lender.
20
FEES AND EXPENSES
20.1
Fees
The Borrower shall pay to the Agent:
(a)
on or before the date of this Agreement, an arrangement fee of $165,000 for distribution to the Mandated Lead Arranger; and
(b)
quarterly in arrears (or, if earlier, the date on which this Agreement is terminated) during the period from 20 December 2016 to the last day of the Availability Period (or, if earlier, the date on which this Agreement is terminated), for the account of the Lenders, a commitment fee at the rate of 0.79 per cent. per annum on the Total Available Commitments, for distribution among the Lenders pro rata to their Commitments.
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20.2
Costs of negotiation, preparation etc.
The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.
20.3
Costs of variations, amendments, enforcement etc.
The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:
(a)
any amendment or supplement to a Finance Document or any proposal for such an amendment to be made;
(b)
any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;
(c)
the valuation of any security provided or offered under Clause 15 (Security Cover) or any other matter relating to such security; or
(d)
any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.
There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.
20.4
Documentary taxes
The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.
20.5
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 (Fees and Expenses) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
21
INDEMNITIES
21.1
Indemnities regarding borrowing and repayment of Loan
The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party as a result of or in connection with:
(a)
an Advance not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;
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(b)
the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of the applicable Interest Period or other relevant period;
(c)
any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7 (Default Interest));
(d)
the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19 (Events of Default); and
(e)
in respect of any tax (other than tax on its overall net income under the law of the jurisdiction in which that Creditor Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Creditor Party is treated as resident for tax purposes or to the extent a claim, liability or loss relates to a FATCA Deduction required to be made by a party to this Agreement) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.
21.2
Breakage costs
Without limiting its generality, Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) covers any Break Costs.
21.3
Miscellaneous indemnities
The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:
(a)
any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or
(b)
any other Pertinent Matter;
other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.
21.4
Currency indemnity
If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:
(a)
making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or
(b)
obtaining an order or judgment from any court or other tribunal; or
(c)
enforcing any such order or judgment;
the Borrower shall indemnify within 3 Business Days of demand the Creditor Party concerned against the loss arising when the amount of the payment actually received by
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that Creditor Party is converted at the available rate of exchange into the Contractual Currency.
In this Clause 21.4 (Currency indemnity), the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.
This Clause 21.4 (Currency indemnity) creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.
21.5
Sanctions and regulatory indemnities
The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify each Lender against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by a Lender (other than in each case by reason of a Lender's gross negligence, dishonesty or wilful misconduct):
(a)
arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or
(b)
as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and as a result of conduct of the Borrower or any of the Borrower's partners, directors, officers, employees or agents that violates any Sanctions Laws.
21.6
Application to Master Agreements
For the avoidance of doubt, Clause 21.4 (Currency indemnity) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master Agreement shall apply.
21.7
Certification of amounts
A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 (Indemnities) and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.
21.8
Sums deemed due to a Lender
For the purposes of this Clause 21 (Indemnities), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.
22
NO SET-OFF OR TAX DEDUCTION
22.1
No deductions
All amounts due from the Borrower under a Finance Document shall be paid:
(a)
without any form of set‑off, cross-claim or condition; and
(b)
free and clear of any Tax Deduction except a Tax Deduction which the Borrower is required by law to make.
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22.2
Grossing-up for taxes
Subject as provided in Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office), if the Borrower is required by law to make a Tax Deduction from any payment:
(a)
the Borrower shall notify the Agent as soon as it becomes aware of the requirement;
(b)
the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises;
(c)
the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the Tax Deduction) a net amount which, after the Tax Deduction, is equal to the full amount which it would otherwise have received; and
(d)
the Borrower shall, as soon as reasonably practicable after making the relevant Tax Deduction, deliver to the Agent a copy of the receipt from the relevant taxation authority evidencing that the tax had been paid to that authority.
22.3
Evidence of payment of taxes
Promptly, and in any event within 1 month after making any Tax Deduction, the Borrower concerned shall deliver to the Agent for the Creditor Party entitled to the payment an original receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax had been paid to the appropriate taxation authority.
22.4
Tax credit
A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group basis, of) a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 22.2 (Grossing-up for taxes) shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment Provided that:
(a)
the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;
(b)
nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time;
(c)
nothing in this Clause 22.4 (Tax credit) shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrower had not been required to make a Tax Deduction from a payment;
(d)
any allocation or determination made by a Creditor Party under or in connection with this Clause 22.4 (Tax credit) shall be conclusive and binding on the Borrower and the other Creditor Parties;
(e)
nothing in this Clause 22.4 (Tax credit) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or any subsidiary thereof) or any computations in respect of tax; and
(f)
the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was obtained have been finally settled.
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22.5
Tax Deduction
In this Clause 22 (No Set-Off or Tax Deduction) "Tax Deduction" means any deduction or withholding for or on account of any present or future tax other than a FATCA Deduction.
22.6
Value Added Tax
(a)
All amounts expressed to be payable under a Finance Document by any party to a Creditor Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by any Creditor Party to any part in connection with a Finance Document, that party shall pay to the Creditor Party (in additional to and at the same time as paying the consideration) an amount equal to the amount of the VAT.
(b)
Where a Finance Document requires any party to reimburse a Creditor Party for any costs or expenses, that party shall also at the same time pay and indemnify the Creditor Party against all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the Creditor Party reasonably determines that it is not entitled to credit or repayment of the VAT.
22.7
Application to Master Agreements
For the avoidance of doubt, Clause 22 (No Set-Off or Tax Deduction) does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply.
22.8
FATCA information
(a)
Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
(i)
confirm to that other Party whether it is:
(A)
a FATCA Exempt Party; or
(B)
not a FATCA Exempt Party;
(ii)
supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii)
supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
(b)
If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c)
Paragraph (a) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i)
any law or regulation;
(ii)
any fiduciary duty; or
(iii)
any duty of confidentiality.
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(d)
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
22.9
FATCA Deduction
(a)
Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)
Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Creditor Parties.
23
ILLEGALITY, ETC.
23.1
Illegality, etc.
This Clause 23 (Illegality, etc.) applies if a Lender (the "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become:
(a)
unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or
(b)
contrary to, or inconsistent with, any regulation and/or contrary to or declared by any Sanctions Authority to be contrary to Sanctions Laws,
for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.
23.2
Notification of illegality
The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23 (Illegality, etc.) which the Agent receives from the Notifying Lender.
23.3
Prepayment; termination of Commitment
On the Agent notifying the Borrower under Clause 23.2 (Notification of illegality), the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23 (Illegality, etc.) as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8 (Reduction, Repayment, Prepayment and Cancellation).
23.4
Mitigation
If circumstances arise which would result in a notification under Clause 23 (Illegality, etc.) then, without in any way limiting the rights of the Notifying Lender under Clause 23.3 (Prepayment; termination of Commitment), the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the
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circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:
(a)
have an adverse effect on its business, operations or financial condition; or
(b)
involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or
(c)
involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.
24
THE AGENT, THE ARRANGERS AND THE REFERENCE BANKS
24.1
Appointment of the Agent
(a)
Each of the Arrangers, the Lenders and the Swap Banks appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b)
Each of the Arrangers, the Lenders and the Swap Banks authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
24.2
Instructions
(a)
The Agent shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
(A)
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders; and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
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(ii)
where a Finance Document requires the Agent to act in a specified manner or to take a specified action;
(iii)
in respect of any provision which protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Creditor Parties.
(e)
If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 (Variations and Waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties.
(g)
The Agent may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 24.2 (Instructions), in the absence of instructions, the Agent shall not be obliged to take any action  (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties.  The Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor Parties.
(i)
The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
24.3
Duties of the Agent
(a)
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c)
Without prejudice to Clause 30.3 (Transfer Certificate, delivery and notification), paragraph (b) above shall not apply to any Transfer Certificate.
(d)
Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e)
If the Agent receives notice from a Party referring to any Finance Document, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Creditor Parties.
(f)
If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Creditor Party (other than the Agent, the Arranger or the Security Trustee) under this Agreement, it shall promptly notify the other Creditor Parties.
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(g)
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
24.4
Role of the Arranger
Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.
24.5
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.
(b)
Neither the Agent nor the Arranger shall be bound to account to other Creditor Party for any sum or the profit element of any sum received by it for its own account.
24.6
Application of receipts
Except as expressly stated to the contrary in any Finance Document, any moneys which the Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance with Clause 17 (Application of Receipts).
24.7
Business with the Group
The Agent and the Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
24.8
Rights and discretions
(a)
The Agent may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents; and
(B)
unless it has received notice of revocation, that those instructions have not been revoked; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b)
The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Creditor Parties) that:
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(i)
no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under paragraph  (a) of Clause 19.1 (Events of Default); and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.
(c)
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d)
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e)
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(f)
The Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person.,unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(g)
Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.
(h)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(i)
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
24.9
Responsibility for documentation
Neither the Agent nor the Arrangers are responsible or liable for:
(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arrangers, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Pertinent Document or the Security Property or any other agreement, arrangement or document entered into,
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made or executed in anticipation of, under or in connection with, any Pertinent Document or the Security Property.
24.10
No duty to monitor
The Agent shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
24.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (or any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Agent may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Agent may rely on this Clause.
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(c)
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d)
Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
24.12
Lenders' indemnity to the Agent
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to the Borrower.
24.13
Resignation of the Agent
(a)
The Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower.
(b)
Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint as a successor Agent any reputable financial institution.
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(d)
The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e)
The Agent's resignation notice shall only take effect upon the appointment of a successor.
(f)
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 24 (The Agent, the Arrangers and the Reference Banks) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Agent.  Any fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Agent shall resign in accordance with paragraph (b) above.
(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent.
(i)
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i)
the Agent fails to respond to a request under Clause 22.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)
the information supplied by the Agent pursuant to Clause 22.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)
the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Lender, by notice to the Agent, requires it to resign.
24.14
Confidentiality
(a)
In acting as Agent for the Creditor Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to disclose to any other person (i) any confidential
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information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
24.15
Relationship with the other Creditor Parties
(a)
The Agent may treat the person shown in its records as Lender or Swap Bank at the opening of business (in the place of the Agent's principal office as notified to the Creditor Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap Bank:
(i)
entitled to or liable for any payment due under any Finance Document on that day; and
(ii)
entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,
unless it has received not less than five Business Days' prior notice from that Lender or Swap Bank to the contrary in accordance with the terms of this Agreement.
(b)
Each Creditor Party shall supply the Agent with any information that the Security Trustee may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Trustee to perform its functions as Security Trustee. Each Creditor Party shall deal with the Security Trustee exclusively through the Agent and shall not deal directly with the Security Trustee and any reference to any instructions being given by or sought from any Creditor Party or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or sought through the Agent.
(c)
Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 35.7 (Electronic communication) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 35.2 (Addresses for communications) and Clause 35.7 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
24.16
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Document, each Creditor Party confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
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(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
24.17
Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
24.18
Reliance and engagement letters
Each Secured Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arrangers or the Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
24.19
Full freedom to enter into transactions
Without prejudice to Clause 24.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by the Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
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and, in particular, the Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
25
THE SECURITY TRUSTEE
25.1
Trust
(a)
The Security Trustee declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 25 (The Security Trustee) and the other provisions of the Finance Documents.
(b)
Each other Creditor Party authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
25.2
Parallel Debt (Covenant to pay the Security Trustee)
(a)
The Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.
The Parallel Debt of the Borrower:
(i)
shall become due and payable at the same time as its Corresponding Debt;
(ii)
is independent and separate from, and without prejudice to, its Corresponding Debt.
(b)
For purposes of this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)), the Security Trustee:
(i)
is the independent and separate creditor of each Parallel Debt;
(ii)
acts in its own name and not as agent, representative or trustee of the Creditor Parties and its claims in respect of each Parallel Debt shall not be held on trust; and
(iii)
shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).
(c)
The Parallel Debt of the Borrower shall be:
(i)
decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
(ii)
increased to the extent that its Corresponding Debt has increased,
and the Corresponding Debt of the Borrower shall be:
(A)
decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and
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(B)
increased to the extent that its Parallel Debt has increased,
in each case provided that the Parallel Debt of the Borrower shall never exceed its Corresponding Debt.
(d)
All amounts received or recovered by the Security Trustee in connection with this Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable law, shall be applied in accordance with Clause 17 (Application of Receipts).
(e)
This Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with any necessary modifications, to each Finance Document.
25.3
Enforcement through Security Trustee only
The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Finance Documents except through the Security Trustee.
25.4
Instructions
(a)
The Security Trustee shall:
(i)
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Trustee in accordance with any instructions given to it by:
(A)
all Lenders (or the Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B)
in all other cases, the Majority Lenders (or the Agent on their behalf); and
(ii)
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, in accordance with instructions given to it by that Creditor Party or group of Creditor Parties).
(b)
The Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties, from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Trustee may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c)
Save in the case of decisions stipulated to be a matter for any other Creditor Party or group of Creditor Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Creditor Parties.
(d)
Paragraph (a) above shall not apply:
(i)
where a contrary indication appears in a Finance Document;
(ii)
where a Finance Document requires the Security Trustee to act in a specified manner or to take a specified action;
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(iii)
in respect of any provision which protects the Security Trustee's own position in its personal capacity as opposed to its role of Security Trustee for the relevant Secured Parties.
(iv)
in respect of the exercise of the Security Trustee's discretion to exercise a right, power or authority under any of:
(A)
Clause 25.28 (Application of receipts);
(B)
Clause 25.29 (Permitted Deductions); and
(C)
Clause 25.30 (Prospective liabilities).
(e)
If giving effect to instructions given by the Majority Lenders would in the Security Trustee's opinion have an effect equivalent to an amendment or waiver referred to in Clause 33 (Variations and Waivers), the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that amendment or waiver.
(f)
In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i)
it has not received any instructions as to the exercise of that discretion; or
(ii)
the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,
the Security Trustee shall do so having regard to the interests of all the Creditor Parties.
(g)
The Security Trustee may refrain from acting in accordance with any instructions of any Creditor Party or group of Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h)
Without prejudice to the remainder of this Clause 25.4 (Instructions), in the absence of instructions, the Security Trustee may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i)
The Security Trustee is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
25.5
Duties of the Security Trustee
(a)
The Security Trustee's duties under the Finance Documents are solely mechanical and administrative in nature.
(b)
The Security Trustee shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party.
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(c)
Except where a Finance Document specifically provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d)
If the Security Trustee receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Creditor Parties.
(e)
The Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
25.6
No fiduciary duties
(a)
Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or fiduciary of the Borrower.
(b)
The Security Trustee shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.
25.7
Business with the Group
The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.
25.8
Rights and discretions
(a)
The Security Trustee may:
(i)
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)
assume that:
(A)
any instructions received by it from the Majority Lenders, any Creditor Parties or any group of Creditor Parties are duly given in accordance with the terms of the Finance Documents;
(B)
unless it has received notice of revocation, that those instructions have not been revoked;
(C)
if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
(iii)
rely on a certificate from any person:
(A)
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B)
to the effect that such person approves of any particular dealing, transaction, step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
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(b)
The Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties through the Agent and may give to the Agent any notice or other communication required to be given by the Security Trustee to any Creditor Party.
(c)
The Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for the Creditor Parties) that:
(i)
no Event of Default has occurred; and
(ii)
any right, power, authority or discretion vested in any Party or any group of Creditor Parties has not been exercised.
(d)
The Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(e)
Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable.
(f)
The Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(g)
The Security Trustee may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
(i)
be liable for any error of judgment made by any such person; or
(ii)
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
unless such error or such loss was directly caused by the Security Trustee's gross negligence or wilful misconduct.
(h)
Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security trustee under the Finance Documents.
(i)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(j)
Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
25.9
Responsibility for documentation
None of the Security Trustee or any Receiver is responsible or liable for:
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(a)
the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, the Arranger, the Borrower or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property.
25.10
No duty to monitor
The Security Trustee shall not be bound to enquire:
(a)
whether or not any Event of Default has occurred;
(b)
as to the performance, default or any breach by the Borrower of its obligations under any Finance Document; or
(c)
whether any other event specified in any Finance Document has occurred.
25.11
Exclusion of liability
(a)
Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver), none of the Security Trustee nor any Receiver will be liable for:
(i)
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
(ii)
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or
(iii)
any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)
without prejudice to the generality of paragraphs (i)  to  (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A)
any act, event or circumstance not reasonably within its control; or
(B)
the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or
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systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b)
No Party other than the Security Trustee or that Receiver (as applicable) may take any proceedings against any officer, employee or agent of the Security Trustee or a Receiver in respect of any claim it might have against the Security Trustee or a Receiver or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property.
(c)
The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Trustee for that purpose.
(d)
Nothing in this Agreement shall oblige the Security Trustee to carry out:
(i)
any "know your customer" or other checks in relation to any person; or
(ii)
any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Creditor Party,
on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Trustee.
(e)
Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Trustee or Receiver or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee or any Receiver at any time which increase the amount of that loss. In no event shall the Security Trustee or any Receiver be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Trustee or the Receiver has been advised of the possibility of such loss or damages.
25.12
Lenders' indemnity to the Security Trustee
(a)
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Trustee and every Receiver, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Trustee's or Receiver's gross negligence or wilful misconduct) in acting as Security Trustee or Receiver under the Finance Documents (unless the Security Trustee or Receiver has been reimbursed by the Borrower pursuant to a Finance Document).
(b)
Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Trustee pursuant to paragraph (a) above.
(c)
Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Trustee to the Borrower.
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25.13
Resignation of the Security Trustee
(a)
The Security Trustee may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Creditor Parties and the Borrower.
(b)
Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution.
(c)
If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Trustee (after consultation with the Borrower) may appoint as a successor Security Trustee any reputable financial institution.
(d)
The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
(e)
The Security Trustee's resignation notice shall only take effect upon:
(i)
the appointment of a successor; and
(ii)
the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.
(f)
Upon the appointment of a successor, the retiring Security Trustee shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause  21.1 (Indemnities regarding borrowing and repayment of Loan) and this Clause 25 (The Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Trustee.  Any fees for the account of the retiring Security Trustee shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)
The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above.  In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.
(h)
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.
25.14
Confidentiality
(a)
In acting as Security Trustee for the Creditor Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by a division or department of the Security Trustee other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or
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department, and the Security Trustee shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
(c)
Notwithstanding any other provision of any Finance Document to the contrary, the Security Trustee is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
25.15
Credit appraisal by the Creditor Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Creditor Party confirms to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(c)
whether that Creditor Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;
(d)
the adequacy, accuracy or completeness of any information provided by the Security Trustee, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e)
the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
25.16
Security Trustee's management time
(a)
In the event of:
(i)
an Event of Default;
(ii)
the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Security Trustee and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Trustee under the Finance Documents; or
(iii)
the Security Trustee and the Borrower agreeing that it is otherwise appropriate in the circumstances,
the Borrower shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (b) below.
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(b)
If the Security Trustee and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (a) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Borrower or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.
25.17
Reliance and engagement letters
Each Secured Party confirms that the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Trustee) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
25.18
No responsibility to perfect Transaction Security
The Security Trustee shall not be liable for any failure to:
(a)
require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Security Assets;
(b)
obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
(c)
register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
(d)
take, or to require the Borrower to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
(e)
require any further assurance in relation to any Finance Document.
25.19
Insurance by Security Trustee
(a)
The Security Trustee shall not be obliged:
(i)
to insure any of the Security Assets;
(ii)
to require any other person to maintain any insurance; or
(iii)
to verify any obligation to arrange or maintain insurance contained in any Finance Document,
and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.
(b)
Where the Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other
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information of any kind, unless the Majority Lenders request it to do so in writing and the Security Trustee fails to do so within 14 days after receipt of that request.
25.20
Custodians and nominees
The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.
25.21
Delegation by the Security Trustee
(a)
Each of the Security Trustee and any Receiver may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
(b)
That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee or that Receiver (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
(c)
No Security Trustee or Receiver shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.
25.22
Additional Security Trustees
(a)
The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
(i)
if it considers that appointment to be in the interests of the Creditor Parties; or
(ii)
for the purposes of conforming to any legal requirement, restriction or condition which the Security Trustee deems to be relevant; or
(iii)
for obtaining or enforcing any judgment in any jurisdiction,
and the Security Trustee shall give prior notice to the Borrower and the Creditor Parties of that appointment.
(b)
Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Trustee under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c)
The remuneration that the Security Trustee may pay to that person (after consultation with the Borrower), and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Trustee.
25.23
Acceptance of title
The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Borrower may have to any of the Security Assets and shall not be liable for or bound to require the Borrower to remedy any defect in its right or title.
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25.24
Releases
Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised (at the cost of the Borrower and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.
25.25
Winding up of trust
If the Security Trustee, with the approval of the Agent determines that:
(a)
all of the Secured Liabilities and all other obligations secured by the Finance Documents have been fully and finally discharged; and
(b)
no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to the Borrower pursuant to the Finance Documents,
then
(i)
the trusts set out in this Agreement shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Finance Documents; and
(ii)
any Security Trustee which has resigned pursuant to Clause 25.13 (Resignation of the Security Trustee) shall release, without recourse or warranty, all of its rights under each Finance Document.
25.26
Powers supplemental to Trustee Acts
The rights, powers, authorities and discretions given to the Security Trustee under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.
25.27
Disapplication of Trustee Acts
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Agreement and the other Finance Documents.  Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
25.28
Application of receipts
All amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Finance Document, under Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee))  or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 25 (The Security Trustee), the "Recoveries") shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and
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subject to the remaining provisions of this Clause 25 (The Security Trustee), in the following order of priority:
(a)
in discharging any sums owing to the Security Trustee (in its capacity as such) (other than pursuant to Clause 25.2 (Parallel Debt (Covenant to pay the Security Trustee)) or any Receiver;
(b)
in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause 17 (Application of Receipts);
(c)
if the Borrower is not under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Trustee is obliged to pay or distribute in priority to the Borrower; and
(d)
the balance, if any, in payment or distribution to the Borrower.
25.29
Permitted Deductions
The Security Trustee may, in its discretion:
(a)
set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and
(b)
pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
25.30
Prospective liabilities
Following acceleration the Security Trustee may, in its discretion, or at the request of the Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) for later payment to the Agent for application in accordance with Clause 25.28 (Application of receipts) in respect of:
(a)
any sum to the Security Trustee or any Receiver; and
(b)
any part of the Secured Liabilities,
that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers, in each case, might become due or owing at any time in the future.
25.31
Investment of proceeds
Prior to the payment of the proceeds of the Recoveries to the Agent for application in accordance with Clause 25.28 (Application of receipts) the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the payment  from time to time of those moneys in the Security Trustee's discretion in accordance with the provisions of Clause 25.28 (Application of receipts).
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25.32
Currency conversion
(a)
For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at a market rate of exchange.
(b)
The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
25.33
Good discharge
(a)
Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be made to the Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee.
(b)
The Security Trustee is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Creditor Party are denominated.
25.34
Amounts received by Borrower
If the Borrower receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Trustee, the Borrower will hold the amount received or recovered on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Agreement.
25.35
Full freedom to enter into transactions
Without prejudice to Clause 25.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee shall be absolutely entitled:
(a)
to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting the Borrower or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security trustee for, and/or participating in, other facilities to such Borrower or any person who is party to, or referred to in, a Finance Document);
(b)
to deal in and enter into and arrange transactions relating to:
(i)
any securities issued or to be issued by the Borrower or any other person; or
(ii)
any options or other derivatives in connection with such securities; and
(c)
to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
and, in particular, the Security Trustee shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.
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26
CONDUCT OF BUSINESS BY THE CREDITOR PARTIES
No provision of this Agreement will:
(a)
interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)
oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
27
SHARING AMONG THE CREDITOR PARTIES
27.1
Payments to Creditor Parties
If a Creditor Party (a "Recovering Creditor Party") receives or recovers any amount from the Borrower other than in accordance with Clause 16 (Payments and Calculations) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:
(a)
the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;
(b)
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Creditor Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 16 (Payments and Calculations), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(c)
the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Creditor Party as its share of any payment to be made, in accordance with Clause 17.1 (Normal order of application).
27.2
Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it among the  Creditor Parties (other than the Recovering Creditor Party) (the "Sharing Creditor Parties") in accordance with Clause 17.1 (Normal order of application) towards the obligations of the Borrower to the Sharing Creditor Parties.
27.3
Recovering Creditor Party's rights
On a distribution by the Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Creditor Party from the Borrower, as between the Borrower and the Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.
27.4
Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Creditor Party becomes repayable and is repaid by that Recovering Creditor Party, then:
(a)
each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Creditor Party an amount equal to the appropriate part of its
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share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering Creditor Party is required to pay) (the "Redistributed Amount"); and
(b)
as between the Borrower and each relevant Sharing Creditor Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.
27.5
Exceptions
(a)
This Clause 27 (Sharing among the Creditor Parties) shall not apply to the extent that the Recovering Creditor Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.
(b)
A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount which the Recovering Creditor Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified that other Creditor Party of the legal or arbitration proceedings; and
(ii)
that other Creditor Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
28
INCREASED COSTS
28.1
Increased costs
(a)
Subject to Clause 28.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Creditor Party the amount of any Increased Costs incurred by that Creditor Party or any of its Affiliates as a result of:
(i)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
(ii)
compliance with any law or regulation made,
in each case after the date of this Agreement; or
(iii)
the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)
In this Agreement:
(i)
"Basel III" means:
(A)
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(B)
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
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(C)
any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
(ii)
"CRD IV" means:
(A)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;
(B)
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and
(C)
any other law or regulation which implements Basel III.
(iii)
"Increased Costs" means:
(A)
a reduction in the rate of return from a Facility or on a Creditor Party's (or its Affiliate's) overall capital;
(B)
an additional or increased cost; or
(C)
a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Creditor Party or any of its Affiliates to the extent that it is attributable to that Creditor Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
28.2
Increased cost claims
(a)
A Creditor Party intending to make a claim pursuant to Clause 28 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
(b)
Each Creditor Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
28.3
Exceptions
Clause 28 (Increased Costs) does not apply to the extent any Increased Cost is:
(a)
attributable to a Tax Deduction required by law to be made by the Borrower;
(b)
attributable to a FATCA Deduction required to be made by a Party;
(c)
compensated for by Clause  21.1 (e) (Indemnities regarding borrowing and repayment of Loan) 22.2 (Grossing-up for taxes) (or would have been compensated for under Clauses  21.1 (e) (Indemnities regarding borrowing and repayment of Loan) or Clause 22.2 (Grossing-up for taxes) but was not so compensated solely because of any of the exclusions therein applied), Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) (or would have been compensated for under Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office) but was not so compensated solely because any of the exclusions in Clause 30.17 (Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office)applied);
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(d)
attributable to the wilful breach by the relevant Creditor Party or its Affiliates of any law or regulation; or
(e)
incurred by a Swap Bank in its capacity as such.
28.4
Notification to Borrower of claim for increased costs
The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 28.1 (Increased costs) and there shall then be a 60 day consultation period for the Borrower and Notifying Lender to discuss the particular increased cost and amount to be paid to the Notifying Lender.
28.5
Payment of increased costs
Unless something to the contrary is agreed by the Borrower and the Notifying Lender during the 60 day consultation period referred to in 28.4 (Notification to Borrower of claim for increased costs), the Borrower shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.
28.6
Notice of prepayment
If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 28.5 (Payment of increased costs), the Borrower may give the Agent not less than 5 Business Days' notice of its intention to prepay the Notifying Lender's Contribution or to procure a Transferee Lender.
28.7
Prepayment; termination of Commitment
A notice of prepayment under Clause 28.6 (Notice of prepayment) shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and:
(a)
on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and
(b)
on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin.
28.8
Application of prepayment
Clause 8 (Reduction, Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.
29
SET‑ OFF
29.1
Application of credit balances
Each Creditor Party may, at any time after the occurrence of an Event of Default which is continuing, without prior notice:
(a)
apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and
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(b)
for that purpose:
(i)
break, or alter the maturity of, all or any part of a deposit of the Borrower;
(ii)
convert or translate all or any part of a deposit or other credit balance into Dollars;
(iii)
enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.
29.2
Existing rights unaffected
No Creditor Party shall be obliged to exercise any of its rights under Clause 29.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set‑off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).
29.3
Sums deemed due to a Lender
For the purposes of this Clause 29 (Set‑ Off), a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.
29.4
No Security Interest
This Clause 29 (Set‑ Off) gives the Creditor Parties a contractual right of set‑off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.
30
TRANSFERS AND CHANGES IN LENDING OFFICES
30.1
Transfer by Borrower
The Borrower may not, without the consent of the Agent given on the instructions of all the Lenders, transfer any of its rights, liabilities or obligations under any Finance Document.
30.2
Transfer by a Lender
Subject to Clause 30.4 (Effective Date of Transfer Certificate), a Lender (the "Transferor Lender") may, at its own cost, with the prior written consent of the Borrower (not to be unreasonably withheld or delayed) and the Agent (not to be unreasonably withheld or delayed) or without the consent of the Borrower if an Event of Default has occurred and is continuing or if to an Affiliate of the Lender, cause:
(a)
its rights in respect of all or pro rata parts of its Contribution; or
(b)
its obligations in respect of all or pro rata parts of its Commitment; or
(c)
a combination of (a) and (b);
to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 5 (Transfer Certificate) with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary
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of its parent company without the consent of the Borrower or the Agent and the fee referred to in Clause 30.11 (Registration fee) shall not apply in relation to any such transfer.
Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions:
(i)
the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;
(ii)
where no Potential Event of Default has occurred and is continuing or Event of Default has occurred and is continuing, the Agent shall approve the transfer (such approval not to be unreasonably withheld);
(iii)
payment of the fee in accordance with Clause 30.11 (Registration fee).
30.3
Transfer Certificate, delivery and notification
As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
(a)
sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders and each of the Swap Banks;
(b)
on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;
(c)
send to the Transferee Lender copies of the letters or faxes sent under paragraph (b).
30.4
Effective Date of Transfer Certificate
A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 30.3 (Transfer Certificate, delivery and notification) on or before that date.
30.5
No transfer without Transfer Certificate
No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.
30.6
Lender re-organisation; waiver of Transfer Certificate
However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the "successor"), the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.
30.7
Effect of Transfer Certificate
A Transfer Certificate takes effect in accordance with English law as follows:
(a)
to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor
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Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;
(b)
the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;
(c)
the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts specified in the Transfer Certificate;
(d)
the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro‑rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
(e)
any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the Transferor Lender's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;
(f)
the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.9 (Market disruption) and Clause 20 (Fees and Expenses), and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and
(g)
in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.
The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross‑claim.
30.8
Maintenance of register of Lenders
During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 30.4 (Effective Date of Transfer Certificate)) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days prior notice.
30.9
Reliance on register of Lenders
The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.
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30.10
Authorisation of Agent to sign Transfer Certificates
The Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise the Agent to sign Transfer Certificates on its behalf.
30.11
Registration fee
In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $5,000 from the Transferor Lender or (at the Agent's option) the Transferee Lender.
30.12
Sub-participation; subrogation assignment
(a)
A Lender may sub‑participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, any Security Party, the Agent or the Security Trustee and (where an Event of Default has occurred and is continuing) the Borrower.  Where no Event of Default has occurred and is continuing the Borrower's consent to such sub-participation shall be required, such consent not to be unreasonably withheld or delayed.
(b)
The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.
30.13
Change of lending office
A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:
(a)
the date on which the Agent receives the notice; and
(b)
the date, if any, specified in the notice as the date on which the change will come into effect.
30.14
Notification
On receiving such a notice, the Agent shall notify the Borrower, each other Security Party and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.
30.15
Replacement of Reference Bank
If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 (Interest) then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first‑mentioned Reference Bank's appointment shall cease to be effective.
30.16
Security over Lenders' rights
In addition to the other rights provided to Lenders under this Clause 30 (Transfers and Changes in Lending Offices), each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:
(a)
any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and
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(b)
in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;
except that no such charge, assignment or Security Interest shall:
(i)
release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or
(ii)
require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.
30.17
Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of lending office
If:
(a)
a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant to Clause 30.2 (Transfer by a Lender) or changes its lending office; and
(b)
as a result of circumstances existing at the date the assignment, transfer or change occurs the Borrower would be obliged to make a payment to the Transferee Lender or Lender acting through its new lending office under Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) in respect of any tax, Clause 22 (No Set-Off or Tax Deduction) or Clause 28 (Increased Costs),
then the Transferee Lender or the Lender acting through its new lending office is only entitled to receive payment under those Clauses to the same extent as the Transferor Lender or the Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred.
30.18
Replacement of Lender by Borrower
The Borrower may, at any time unless a Potential Event of Default or Event of Default has occurred and is continuing in respect of:
(a)
a Lender whose costs of funds charged to the Borrower are (in the Borrower's reasonable opinion) materially higher than those of the other Lenders generally;
(b)
a Lender which is a Defaulting Lender; or
(c)
a Lender which is a Non-Consenting Lender,
by giving 10 Business Days' notice to the Agent and that Lender (the "Outgoing Lender") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30 (Transfers and Changes in Lending Offices) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "Replacement Lender") selected by the Borrower and (unless the Agent is an Impaired Agent) which is acceptable to the Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents.
Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions:
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(i)
neither the Agent nor the Outgoing Lender will have any obligation to the Borrower to find a Replacement Lender;
(ii)
the transfer must take place no later than 10 Business Days after the Borrower's notice referred to above;
(iii)
in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and
(iv)
the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
31
CONFIDENTIAL INFORMATION
31.1
Confidentiality
Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 31.2 (Disclosure of Confidential Information) and Clause 31.3 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
31.2
Disclosure of Confidential Information
Any Creditor Party may disclose:
(a)
to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Creditor Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)
to any person:
(i)
to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Trustee and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii)
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii)
appointed by any Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or
100

documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (d) of Clause 24.15 (Relationship with the other Creditor Parties);
(iv)
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
(v)
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi)
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
(vii)
to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.16 (Security over Lenders' rights);
(viii)
who is a Party, a member of the Group or any related entity of the Borrower;
(ix)
as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
(x)
with the consent of the Borrower;
in each case, such Confidential Information as that Creditor Party shall consider appropriate if:
(A)
in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)
in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C)
in relation to sub-paragraphs (v) , (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Creditor Party, it is not practicable so to do in the circumstances;
(c)
to any person appointed by that Creditor Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the
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services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Creditor Party.
31.3
Disclosure to numbering service providers
(a)
Any Creditor Party may disclose to any national or international numbering service provider appointed by that Creditor Party to provide identification numbering services in respect of this Agreement, the Loan and/or the Borrower the following information:
(i)
name of Borrower;
(ii)
country of domicile of Borrower;
(iii)
place of incorporation of Borrower;
(iv)
date of this Agreement;
(v)
Clause 37 (Law and Jurisdiction);
(vi)
the names of the Agent and the Mandated Lead Arranger;
(vii)
date of each amendment and restatement of this Agreement;
(viii)
amounts of, and names of, the relevant Loan;
(ix)
amount of Total Commitments;
(x)
currency of the relevant Loan;
(xi)
type of the relevant Loan;
(xii)
ranking of the relevant Loan;
(xiii)
Maturity Date(s) for the Loan;
(xiv)
changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and
(xv)
such other information agreed between such Creditor Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b)
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c)
The Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
31.4
Use of logo and/or trademark
The Agent and/or the Mandated Lead Arranger have the right, at their expense, to publish information regarding their participation in this Agreement and have the right to use the
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Borrower's logo and trademark with the prior written consent of the Borrower (not to be unreasonably withheld) in connection with such publication.
31.5
Entire agreement
This Clause 31 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Creditor Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
31.6
Inside information
Each of the Creditor Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Creditor Parties undertakes not to use any Confidential Information for any unlawful purpose.
31.7
Notification of disclosure
Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:
(a)
of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 31.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)
upon becoming aware that Confidential Information has been disclosed in breach of this Clause 31 (Confidential Information).
31.8
Continuing obligations
The obligations in this Clause 31 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:
(a)
the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b)
the date on which such Creditor Party otherwise ceases to be a Creditor Party.
32
CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
32.1
Confidentiality and disclosure
(a)
The Agent and the Borrower agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Agent may disclose:
(i)
any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 5.4 (Notification of rates of interest)); and
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(ii)
any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.
(c)
The Agent may disclose any Funding Rate or any Reference Bank Quotation, and the Borrower may disclose any Funding Rate, to:
(i)
any of its Affiliates and any of its or their  officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii)
any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii)
any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; and
(iv)
any person with the consent of the relevant Lender or Reference Bank, as the case may be.
(d)
The Agent's obligations in this Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 5.4 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
32.2
Related obligations
(a)
The Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
104

(b)
The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:
(i)
of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 32.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii)
upon becoming aware that any information has been disclosed in breach of this Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations).
33
VARIATIONS AND WAIVERS
33.1
Variations, waivers etc. by Majority Lenders
Subject to Clause 33.2 (Variations, waivers etc. requiring agreement of all Lenders), a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.
The consent of the Borrower or any Security Party shall not be required to any amendment or variation to a Finance Document if such amendment or variation does not, in the opinion of the Agent (acting reasonably), materially and adversely affect the rights or interests of the Borrower or the Security Parties.
33.2
Variations, waivers etc. requiring agreement of all Lenders
However, as regards the following, Clause 33.1 (Variations, waivers etc. by Majority Lenders) applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":
(a)
a reduction in the Margin or change to the definition of LIBOR;
(b)
a change to the date for, the amount of, any payment of principal, interest, fees, or other sum payable under this Agreement;
(c)
a change to any Lender's Commitment;
(d)
a change to the definition of "Majority Lenders" or "Finance Documents";
(e)
a change to the preamble or to Clause 2 (Facility), Clause 3 (Position of the Lenders and Swap Banks), Clause 4 (Drawdown), Clause 5.1 (Payment of normal interest), paragraph (b) of Clause 16.1 (Currency and method of payments), Clause 17 (Application of Receipts), Clause 18 (Application of Earnings) or Clause 37 (Law and Jurisdiction);
(f)
a change to this Clause 31 (Confidential Information);
(g)
any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document;
(h)
a change to the identity of the Borrower; and
(i)
any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.
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33.3
Exclusion of other or implied variations
Except for a document which satisfies the requirements of Clauses 33.1 (Variations, waivers etc. by Majority Lenders) and 33.2 (Variations, waivers etc. requiring agreement of all Lenders), no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:
(a)
a provision of this Agreement or another Finance Document; or
(b)
an Event of Default; or
(c)
a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or
(d)
any right or remedy conferred by any Finance Document or by the general law;
and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.
34
BAIL-IN
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
35
NOTICES
35.1
General
Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.
35.2
Addresses for communications
A notice shall be sent:
(a)
to the Borrower:
de Gerlachekaai 20
 
106
 
   
B-2000 Antwerp
Belgium
 
Fax No: 32 3 247 4409
Attn:  Chief Financial Officer
 
(b)
to a Lender:
At the address below its name in Schedule 1 (Lenders and Commitments) or (as the case may require) in the relevant Transfer Certificate.
 
(c)
to a Swap Bank:
At the address below its name in Schedule 2 (Swap Banks).
 
(d)
to the Agent and the Security Trustee:
8th Floor, the Walbrook Building
25 Walbrook
 London EC2N 8AF
 
Tel:         0207 621 6040
 Fax No:  0207 283 6931
Attn:       Shipping Offshore and Logistics
 
Admin matters:
Tel:         0207 621 6010
Fax No:   0207 283 6931
 
Email:     cmoalondon @dnb.no
 
or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders, the Swap Banks and the Security Parties.
35.3
Effective date of notices
Subject to Clauses 35.4 (Service outside business hours) and 35.5 (Illegible notices):
(a)
a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;
(b)
a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.
35.4
Service outside business hours
However, if under Clause 35.3 (Effective date of notices) a notice would be deemed to be served:
(a)
on a day which is not a business day in the place of receipt; or
(b)
on such a business day, but after 5 p.m. local time;
the notice shall (subject to Clause 35.5 (Illegible notices) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.
35.5
Illegible notices
Clauses 35.3 (Effective date of notices) and 35.4 (Service outside business hours) do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.
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35.6
Valid notices
A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:
(a)
the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice;  or
(b)
in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
35.7
Electronic communication
Any communication to be made between the Agent and another Creditor Party or the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of the Agent's Intralinks system), if the Agent and the relevant Creditor Party or Borrower:
(a)
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(b)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(c)
notify each other of any change to their respective addresses or any other such information supplied to them.
Any electronic communication made between the Agent and another Creditor Party or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.
All Creditor Parties confirm that they have consented to the use of the Agent's Intralinks systems as an accepted method of communication under or in connection with the Finance Documents and agree that the Intralinks system (or another electronic collaborative website) will be the primary method of communication between the Agent and the other Creditor Parties.  The Creditor Parties acknowledge that a communication via Intralinks (or such other electronic collaborative website) will be effective once the communication is posted (in a readable form) to Intralinks (or such other electronic collaborative website) by the Agent.
35.8
English language
Any notice under or in connection with a Finance Document shall be in English.
35.9
Meaning of "notice"
In this Clause 35 (Notices), "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.
36
SUPPLEMENTAL
36.1
Rights cumulative, non-exclusive
The rights and remedies which the Finance Documents give to each Creditor Party are:
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(a)
cumulative;
(b)
may be exercised as often as appears expedient; and
(c)
shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.
36.2
Severability of provisions
If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.
36.3
Counterparts
A Finance Document may be executed in any number of counterparts.
36.4
Third Party rights
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 to enjoy the benefit of any term of this Agreement.
37
LAW AND JURISDICTION
37.1
English law
This Agreement (other than Clause 3.5 (Security Trustee as joint and several creditor) and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.  Clause 3.5 (Security Trustee as joint and several creditor) shall be governed by, and construed in accordance with, Belgian law.
37.2
Exclusive English jurisdiction
Subject to Clause 37.3 (Choice of forum for the exclusive benefit of the Creditor Parties), the courts of England shall have exclusive jurisdiction to settle any Dispute.
37.3
Choice of forum for the exclusive benefit of the Creditor Parties
Clause 37.2 (Exclusive English jurisdiction) is for the exclusive benefit of the Creditor Parties, each of which reserves the right:
(a)
to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and
(b)
to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.
The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.
37.4
Process agent
The Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for the time being, presently at 99 King's Road, London, SW3 4PA, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.
109

37.5
Creditor Party rights unaffected
Nothing in this Clause 37 (Law and Jurisdiction) shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.
37.6
Meaning of "proceedings"
In this Clause 37 (Law and Jurisdiction), "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.
110

SCHEDULE 1
LENDERS AND COMMITMENTS

Lender
Lending Office
Total Commitment
 ($)
 
DNB (UK) Limited
8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF
 
Credit Matters
 
Telephone:          0207 621 6010
Telefax:                0207 283 6931
Attn:                    Shipping Offshore and Logistics
 
Admin Matters
Telephone:          0207 621 6040
Telefax:                0207 283 5935
E-mail:                 cmoalondon@dnb.no
110,000,000
111

SCHEDULE 2
SWAP BANKS

Swap Bank
Booking Office
   
DNB Bank ASA
 
8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF
   

112

SCHEDULE 3
DRAWDOWN NOTICE

To:         DNB Bank ASA, London Branch
8th Floor, The Walbrook Building,
25 Walbrook, London EC4N 8AF

Attn:       Loans Administration
[l]
DRAWDOWN NOTICE
1
We refer to the loan agreement (the "Loan Agreement") dated [l] 2017 and made between ourselves, as Borrower, the Lenders referred to therein, the Swap Banks referred to therein, the Mandated Lead Arranger and Bookrunner referred to therein, yourselves as Co-ordinator, Agent and Security Trustee in connection with a revolving credit facility of US$110,000,000.  Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.
2
We request to borrow the Advance as follows:
(a)
Amount: US$[l];
(b)
Drawdown Date:  [l];
(c)
Duration of the [first] Interest Period shall be [l] months;
(d)
Payment instructions: account of [l] and numbered [l] with [l] of [l].
3
We represent and warrant that:
(a)
the representations and warranties in Clause 10 (Representations and Warranties) of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;
(b)
no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.
4
This notice cannot be revoked without the prior consent of the Majority Lenders.
[Name of Signatory]





______________________________
for and on behalf of
EURONAV NV

113

SCHEDULE 4
CONDITION PRECEDENT DOCUMENTS
PART A
The following are the documents and fees referred to in Clause 9.1(a).
1
A duly executed original of this Agreement.
2
Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party.
3
In each case if required for the provisions of the legal opinions referred to in paragraph 11, copies of the resolutions of the directors and shareholders of the Borrower and each Security Party authorising the execution of each of the Finance Documents to which the Borrower or Security Party (as the case may be) is a party.
4
The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower or Security Party.
5
Copies of all consents which the Borrower or Security Party requires to enter into, or make any payment under any Finance Document.
6
Documentary evidence that the agent for service of process named in Clause 37 (Law and Jurisdiction) has accepted its appointment.
7
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
8
Evidence that all other fees, costs and expenses then due from the Borrower pursuant to Clause 20 (Fees and Expenses) have been paid or will be paid by the Drawdown Date.
9
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and such other relevant jurisdictions as the Agent may require.

10
Valuations of each Ship to determine its Fair Market Value dated not earlier than 10 days prior to the date of this Agreement and obtained in accordance with Clause 15.3.

11
Copies of the most recent financial statements of the Borrower together with a compliance certificate.

12
A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement.
114

PART B
The following are the documents referred to in Clause 9.1(b).  The "Ship" means the Ship to which the Advance relates.
1
In respect of the documents delivered by the Borrower to the Agent pursuant to Part A of this Schedule 4 (Condition Precedent Documents), such other updating documents as the Agent may require (including but not limited to a written confirmation from the Borrower stating that none of the documents delivered by it to the Agent under Part A of this Schedule 4 (Condition Precedent Documents) have been modified, amended or supplemented, or if any such document has been revoked, attaching a certified copy of any document replacing the one that has been revoked).
2
A duly executed original of the Mortgage, the Deed of Covenant (if applicable), the Account Pledge and the General Assignment in relation to the Ship executed on or prior to the relevant Drawdown Date (and of each document required to be delivered by their respective terms).
3
A duly executed original of the Account Pledge (and of each document required to be delivered by its terms).
4
Written confirmation from the Borrower stating that no Long Term Charter has been entered into by it in respect of the Ship.
5
In each case if required for the provisions of the legal opinions referred to in paragraph 10, copies of the resolutions of the directors and shareholders of the Borrower authorising the execution of each of the Finance Documents to which the Borrower is a party.
6
The original of any power of attorney under which any Finance Document is to be executed on behalf of the Borrower.
7
The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Account.
8
The Agent and Lenders have been provided with all information and documentation they have requested in order to carry out and be reasonably satisfied with all further necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated by this Agreement and to satisfy all internal compliance policies of the Agent and the Lenders in relation to "know you customer" requirements.
9
A copy of the Shipbuilding Contract in respect of the Ship.
10
Documentary evidence that the Ship:
(a)
has been unconditionally delivered by the shipyard to, and accepted by, the Borrower under the relevant Shipbuilding Contract and the full purchase price payable under the Shipbuilding Contract has been paid;
(b)
is definitively and permanently registered in the name of the Borrower under the relevant Approved Flag;
(c)
is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;
(d)
maintains class acceptable to the Agent free of all overdue recommendations and conditions of an Approved Classification Society;
115

(e)
the Mortgage in relation to it has been duly registered against that Ship as valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the relevant Approved Flag; and
(f)
it is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.
11
Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed by the Approved Manager on terms acceptable to the Lenders, together with:
(a)
the Manager's Undertaking in respect of the Ship; and
(b)
copies of the relevant Approved Manager's Document of Compliance and of that Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.
12
Valuations of each Ship to determine its Fair Market Value, addressed to the Agent and the Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date falling 10 days prior to the date of this Agreement and obtained in accordance with Clause 15 (Security Cover) and showing that the aggregate Fair Market Value of the Ships is equal to or greater than 125 per cent. of the Total Commitments.
13
Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and, if a different jurisdiction, the country where the Borrower is incorporated and the country where the Ship is registered and such other relevant jurisdictions as the Agent may require.
14
A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.
15
If the Agent so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Agent.
16
A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Agreement.
116

SCHEDULE 5
TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.
To:
[Name of Agent] for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lender, each Swap Bank and each Arranger, as defined in the Loan Agreement referred to below.
1
This Certificate relates to a loan agreement (the "Loan Agreement") dated [l] 2017 and made between (1) Euronav NV (the "Borrower"), (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial institutions named therein as Swap Banks, (4) the Mandated Lead Arranger as defined therein, (5) Bookrunner as defined therein, (6) DNB (UK) Limited as Co-ordinator and DNB Bank ASA, London Branch as Agent and Security Trustee for a revolving credit facility of US$110,000,000.
2
In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:
"Relevant Parties" means the Agent, the Borrower, each Security Party, the Security Trustee, each Arranger and each Lender and each Swap Bank;
"Transferor" means [full name] of [lending office]; and
"Transferee" means [full name] of [lending office].
3
The effective date of this Certificate is [l] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.
4
The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [l] per cent. of its Contribution, which percentage represent $[l].
5
By virtue of this Transfer Certificate and Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amount to $[l] [from [l] per cent. of its Commitment, which percentage represent $[l]], and the Transferee acquires a Commitment of $[l].
6
The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement provides will become binding on it upon this Certificate taking effect.
7
The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 30 (Transfers and Changes in Lending Offices) of the Loan Agreement.
8
The Transferor:
(a)
warrants to the Transferee and each Relevant Party that:
117

(i)
the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferor;
(b)
warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and
(c)
undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.
9
The Transferee:
(a)
confirms that it has received a copy of the Loan Agreement and each other Finance Document;
(b)
agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that:
(i)
any of the Finance Documents prove to be invalid or ineffective,
(ii)
the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents;
(iii)
it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or Security Party under the Finance Documents;
(c)
agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d)
warrants to the Transferor and each Relevant Party that:
(i)
it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and
(ii)
this Certificate is valid and binding as regards the Transferee; and
(e)
confirms the accuracy of the administrative details set out below regarding the Transferee.
10
The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees.
11
The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.
118

12
The Transferee confirms to the Transferor and each of the Creditor Parties that it:
(a)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in the Loan and has not relied exclusively on any information provided to it by the Transferor or any other Creditor Party in connection with any Finance Document or the Security Interests created by the Finance Documents; and
(b)
will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities throughout the Security Period.
13
The Transferor makes no representation or warranty and assumes no responsibility to the Transferee for the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document and any representations or warranties implied by law are excluded.
 
[Name of Transferor]
[Name of Transferee]
 
By:
By:
 
Date:
Date:
 

Agent
Signed for itself and for and on behalf of itself
as Agent and for every other Relevant Party
[Name of Agent]
By:
Date:
119

Administrative Details of Transferee

Name of Transferee:
Lending Office:
Contact Person
(Loan Administration Department):
Telephone:
Telex:
Fax:
Contact Person
(Credit Administration Department):
Telephone:
Telex:
Fax:
Account for payments:

 
Note:
This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction.  It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

 
120

SCHEDULE 6
DETAILS OF SHIPS
Ship Name
DWT
Built
Flag
ARDECHE
298,642 mt
2017
Belgian
AQUITAINE
298,768.0 mt
2017
Belgian

121

SCHEDULE 7
DESIGNATION NOTICE

To:          DNB Bank ASA, London Branch
[l]

[date]
Dear Sirs
Loan Agreement dated [l] 2017 made between (i) Euronav NV as Borrower, (ii) the Lenders as referred to therein, (iii) the Swap Banks as referred to therein, (iv) the Mandated Lead Arranger as referred to therein and (v) yourselves as Co-ordinator, Agent and Security Trustee for a revolving credit facility of up to US$110,000,000 (the "Loan Agreement")
We refer to:
1
the Loan Agreement;
2
the Master Agreement dated as of [l] made between [l] [and [l]]; and
3
a Confirmation delivered pursuant to the said Master Agreement dated [l] and addressed by [l] to [l].
In accordance with the terms of the Loan Agreement, we hereby give you notice of the said Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.
Yours faithfully
 
 


.................................................
.................................................
for and on behalf of
for and on behalf of
[l]
[SWAP BANK]

122

SCHEDULE 8
FORM OF CERTIFICATE OF COMPLIANCE

To:         DNB Bank ASA, London Branch
[l]
From:     Euronav NV
[Date]
OFFICER'S CERTIFICATE
This Certificate is rendered pursuant to clause 11.6(e) of the loan agreement dated [l] 2017 (the "Loan Agreement") and entered into between (i) [l], as Borrower (ii) the banks and financial institutions listed in Schedule 1 therein as Lenders, (iii) the banks and financial institutions listed in Schedule 2 therein as Swap Banks, (iv) the Mandated Lead Arranger as referred to therein, (v) the Bookrunner as referred to therein, (vi) DNB (UK) Limited as Co-ordinator and (vii) DNB Bank ASA, London Branch as Agent and Security Trustee, relating to a revolving credit facility of up to US$110,000,000.  Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.
I, the Chief Financial Officer of the Borrower, hereby certify that:
1
Attached to this Certificate [are][is] the latest [audited consolidated accounts of the Group and audited individual accounts of the Borrower for the financial year ending on [l]] [unaudited consolidated balance sheet of the Group and the unaudited individual balance sheet of the Borrower in relation to the [first] [second] six months of the financial year ending on [l]] (the "Accounts").
2
Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets and Total Indebtedness of the Group as at [l]:
 
US Dollars
 
Cash
[l]
 
Consolidated Current Assets
[l]
 
Consolidated Current Liabilities
[l]
 
Free Liquid Assets
[l]
 
Stockholders' Equity
[l]
 
Total Assets
[l]
 
Total Indebtedness
[l]
 
3
Accordingly, as at the date of this Certificate the financial covenants set out in clause 12.5 (Financial Covenants) of the Loan Agreement [are] [are not] complied with, in that as at [l]:
(a)
Consolidated Working Capital is US$[l];
(b)
Free Liquid Assets are US$[l];
123

(c)
Cash is US$[l]; and
(d)
the ratio of Stockholders' Equity to Total Assets is [l] per cent.;
[or, as the case may be, specify in what respect any of the financial covenants are not complied with.]
4
As at [l] no Event of Default has occurred and is continuing.
[or, specify/identify any Event of Default]
The Borrower is in compliance with clause 15.1 of the Loan Agreement.
[If not, specify this and what is proposed as regards Clause 15.2]
The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [date]:
Name of Ship
Name of first shipbroker
 providing valuation
Name of second shipbroker
 providing valuation
 
Average market value
[l]
[l]
[l]
[l]



…………………………………………
Chief Financial Officer
EURONAV NV
Note:  Supporting Schedules to be attached.

124

SCHEDULE 9
TIMETABLES
 
LIBOR is fixed
Quotation Date as of 11:00 am London time
   
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.8 (Calculation of Reference Bank Rate)
Noon on the Quotation Date
 
125

EXECUTION PAGES

BORROWER
SIGNED by
) /s/ Raymond Yeung
 
) Raymond Yeung
for and on behalf of
) Attorney-in-Fact
EURONAV NV
)
in the presence of:
)
 
NORTON ROSE FULBRIGHT
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ United Kingdom
nortonrosefulbright.com
 
/s/ Myrto Tachia
Myrto Tachia
Legal Transaction Assistant
 

 

LENDER
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)

/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


SWAP BANK

SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB BANK ASA
)
in the presence of:
)

/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

MANDATED LEAD ARRANGER
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)

/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

BOOKRUNNER
                    
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
 )
 
/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB
126
 
CO-ORDINATOR
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB (UK) LIMITED
)
in the presence of:
)
/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

AGENT
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB BANK ASA, LONDON BRANCH
)
in the presence of:
)
/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB


SECURITY TRUSTEE
SIGNED by
) /s/ Jasmine Lossouarn
 
) Jasmine Lossouarn
for and on behalf of
) Attorney-in-Fact
DNB BANK ASA, LONDON BRANCH
)
in the presence of:
)
/s/ Frederick Neville-Jones
Frederick Neville-Jones
Trainee Solicitor
Watson Farley & Williams LLP
15 Appold Street
London EC2A 2HB

127
 EX-4.18 4 d7461365_ex4-18.htm
Exhibit 4.18
 
9 February 2017












EURONAV NV
LONG TERM INCENTIVE PLAN 2017

1
Definitions
"Acceptance Notification"
:
means the written notification substantially in the form as attached in Annex A to this Plan whereby the Beneficiary notifies the Company of his/her full or partial acceptance of the LTIP Grant, in accordance with the provisions set out in this Plan;
 
"Affiliated Entity"
:
means, in relation to any person or legal entity, any undertaking which relates to that person or legal entity as set out in Article 11 of the Belgian Companies Code;
 
"Bad Leaver Event"
:
means the termination of the Professional Relationship between a Participant and a Group Company due to any of the reasons described in Article 6.2 of this Plan;
 
"Beneficiary"
:
means (i) a member of the Executive Committee, (ii) a direct report of a member of the Executive Committee; and (iii) any other employee of a Group Company recommended by the Executive Committee and approved by the Board of Directors;
 
"Board of Directors"
:
means the board of directors of the Company or any person or committee duly authorized by the board of directors of the Company;
 
"Business Day"
:
means a day, other than Saturday or Sunday, on which banks are open for business in Belgium and the United States;
 
"Cause"
:
means dishonesty, fraud, gross misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by criminal law (except minor violations), in each case determined by the Company's chief executive officer or, in the case of directors and executive directors, the Remuneration Committee whose determination shall be conclusive and binding;
 
"Company"
:
means Euronav NV, a company incorporated under the laws of Belgium, with registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Register of Legal Entities under number 0860.402.767;
 
"Change of Control"
:
means the occurrence of any of the following events:
 
(i)          during any period of twenty four (24) consecutive


   
calendar months, individuals who were directors of the Company on the first day of such period cease for any reason to constitute a majority of the Board; or
 
(ii)          the consummation of an amalgamation, merger, consolidation or similar form of corporate transaction involving the Company and as a result of which at least 25% of the outstanding shares of the combined entity are held by the new shareholders or a sale of all or substantially all of the assets of the Company; or
 
(iii)          a change of Control takes place;
 
"Control"
:
means control over a company as defined in article 5 to 9 of the Belgian Companies Code;
 
"Disability"
:
means the permanent disablement of a Participant which prevents that Participant from attending any business or occupation for which he/she is reasonably suited by training, education or experience and which lasts twelve consecutive months and at the end of such twelve-month period is beyond reasonable hope of improvement;
 
"Executive Committee"
:
means the executive committee of the Company;
 
"Fair Market Value"
:
means the volume weighted average price of the Shares on Euronext Brussels over the three (3) last Business Days of the relevant Phantom Stock Vesting Period.
 
"Good Leaver Event"
:
means the termination of the Professional Relationship between a Participant and a Group Company due to any of the reasons described in Article 6.1 of this Plan;
 
"Group"
:
means the Company and any of its Affiliated Entities;
 
"Group Company"
:
means any company being part of the Group;
 
"Leaver Instance"
:
means each instance which in respect of a Participant gives rise to the termination of his/her Professional Relationship with a Group Company either in the context of a Good Leaver Event or a Bad Leaver Event;
 
"LTIP Award"
:
means Phantom Stock accepted by a Beneficiary in accordance with this Plan and the terms and conditions of the LTIP Grant;
 
"LTIP Grant"
:
means a grant of Phantom Stock Units made to a Beneficiary under this Plan;



"Offer"
:
means the written notification pursuant to which the Company offers a LTIP Grant to a Beneficiary in accordance with Article 3.2 of this Plan;
 
"Offer Date"
:
means the date a Beneficiary is notified in writing by the Board of Directors that he or she is offered a LTIP Grant;
 
"Participant"
:
means an individual person or a legal entity who is a Phantom Stock Holder;
 
"Phantom Stock Unit"
:
means an unfunded and unsecured promise to deliver an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date in accordance with the terms and conditions of this Plan;
 
"Phantom Stock Holder"
:
means the holder of a Phantom Stock Unit granted under this Plan;
 
"Phantom Stock Vesting Period"
:
means the vesting period of the Phantom Stock Units, being the period between the Offer Date and the relevant anniversary of the Offer Date as specified in Article 5.1.1 of this Plan;
 
"Plan"
:
means this Long Term Incentive Plan 2017 of the Company, as may be amended from time to time;
 
"Professional Relationship"
:
means the employment contract between a Participant and a Group Company, a Service Agreement between a Participant and a Group Company or the mandate of a Participant at a Group Company;
 
"Remuneration Committee"
:
means the remuneration committee of the Company;
 
"Resignation"
:
means the voluntary termination of the Professional Relationship with the Group Company by the Participant for motives other than a Good Leaver Event;
 
"Retirement"
:
means either (a) attaining the legal retirement age in the relevant jurisdiction, or (b) each of the Group Company and the Participant agreeing to early retirement no earlier than the age of 60;
 
"Secretary"
:
means Mrs Ann Vleugels, HR manager and any person appointed by the Board of Directors to receive the Acceptance Notifications and the Exercise Notifications, or if she is unavailable, the General Counsel of the Company or any other person appointed by him/her;
 
"Service Agreement"
:
means each agreement pursuant to which services, such



   
as among others management or consultancy services, are rendered by a self-employed individual or a legal entity for the benefit of a Group Company;
 
"Settlement Date"
:
has the meaning set out in Article 5.1.2 of this Plan;
 
"Shares"
:
means all issued Shares in the Company from time to time;
 
2
Object of the Plan
2.1
The purpose of this Plan is to align Participants and shareholder interests by providing a proportion of variable compensation directly linked to the performance of the Company's Share price. This variable compensation is structured as a LTIP Grant composed out of Phantom Stock Units.
2.2
Each Phantom Stock Unit grants the Phantom Stock Holder a conditional right to receive upon vesting of the Phantom Stock Unit and subject to the terms and conditions of this Plan an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date.
3
Offer of LTIP Grants
3.1
Offer
3.1.1
The Board of Directors, upon recommendation of the Remuneration Committee, determines the number of Phantom Stock Units offered to each Beneficiary under this Plan. In this respect, the number of Phantom Stock Units to be offered will be determined based on the Share price on the Offer Date / based on the volume weighted average price of the Shares on Euronext Brussels over the three (3) Business Days immediately following the date of issuance of the Company's 2016 Q4 earnings release.
3.1.2
An Offer does not entail any right for a Beneficiary to additional Offers of LTIP Grants in the future.
3.1.3
The Offer of LTIP Grants under this Plan does not give rise to an implied guarantee of continuous employment by the Group Companies.
3.2
Form of the Offer
The Company notifies the Beneficiary by means of a written notification of the number of Phantom Stock Units offered to such Beneficiary under the LTIP Grant and indicates the vesting dates of the Phantom Stock Units (the "Offer").
3.3
Free Offer
The LTIP Grants are offered to the Beneficiaries for no consideration.

3.4
Acceptance or refusal of LTIP Grants
3.4.1
Any Beneficiary should accept all or part of the LTIP Grant offered to him by returning a duly completed and executed Acceptance Notification to the Secretary within ninety (90) calendar days after the Offer Date, unless indicated otherwise in the Offer. If the Acceptance Notification is not received in due time, the LTIP Grant shall be deemed to have been refused by the Beneficiary and the rights of the concerned Beneficiary with regard to the LTIP Grant are automatically cancelled. The same is true for explicitly refused LTIP Grants. No financial compensation shall be granted to the Beneficiary for any implicit or explicit refusal.
3.4.2
A Beneficiary has the possibility to accept only part of the LTIP Grant granted to him/her. To this effect, the Beneficiary should mention the exact number of accepted Phantom Stock Units in the Acceptance Notification. If the Beneficiary accepts only part of the Phantom Stock Units granted to him/her, he/she shall be deemed to have refused the other Phantom Stock Units offered to him/her. In such case, no financial compensation shall be granted to the Beneficiary for the refused Phantom Stock Units.
3.4.3
Through their acceptance of (part of) the LTIP Grants by means of the Acceptance Notification, the Beneficiaries of LTIP Grants unconditionally accept all the provisions contained in this Plan.
3.4.4
In due course the Company will confirm the Beneficiary's election to accept or to refuse the LTIP Grant and the number of Phantom Stock Units accepted, if any.
4
General Terms of the LTIP Awards
4.1
LTIP Awards granted to Beneficiaries are strictly personal and not eligible for transfer of ownership title or any other form of transfer of (ownership) rights, except in event of decease in which case the LTIP Awards will be transferred to the heirs.
4.2
LTIP Awards cannot be pledged or encumbered directly or indirectly in any way.
4.3
LTIP Awards that have been transferred, pledged or encumbered directly or indirectly in any way in violation of Article 4.1 and/or Article 4.2 of this Plan, shall lapse automatically without any financial compensation for the Beneficiary or its transferee.
5
Specific terms of the Phantom Stock Units
5.1
Vesting and settlement of the Phantom Stock Units
5.1.1
Subject to Article 8 of this Plan, the Phantom Stock Units shall vest as follows:
-
a first tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the second (2nd) anniversary of the Offer Date;

-
a second tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the third (3rd) anniversary of the Offer Date; and
-
a final tranche of 1/3 of the total number of Phantom Stock Units accepted by a Phantom Stock Holder vests on the fourth (4th) anniversary of the Offer Date.
5.1.2
On the first Business Day after a Phantom Stock vesting event as per Article 5.1.1 (the "Settlement Date"), the Phantom Stock Holder will receive, an amount in cash equal to the Fair Market Value of one (1) Share on the Settlement Date, multiplied by the number of Phantom Stock Units vested on that Settlement Date.
5.1.3
In the event that the Company has paid dividends during a Phantom Stock Vesting Period the Phantom Stock Holder shall be entitled to receive an amount in cash corresponding to such dividends. Such amount will be paid in cash to the Phantom Stock Holder on the Settlement Date for the Phantom Stock Units having vested during the corresponding Phantom Stock Vesting Period.
6
Lapse of the LTIP Awards in a Leaver Instance
6.1
Good Leaver Events
6.1.1
In case of Retirement of a Participant, all Phantom Stock Units held by that Participant shall continue to vest in accordance with the vesting schedule set out in Article 5.1.1 of this Plan and shall be cash settled by the Company upon vesting in accordance with this Plan.
6.1.2
In case of decease of a Participant, all Phantom Stock Units held by that Participant shall immediately vest and shall be cash settled by the Company in accordance with Article 5.1.2.
6.1.3
In case of Disability of a Participant, all Phantom Stock Units held by that Participant shall immediately vest and shall be cash settled by the Company in accordance with this Plan on the date of termination of the Professional Relationship as a result of the Disability of the Participant.
6.1.4
If the Professional Relationship between a Participant and a Group Company is terminated by the Participant or the Group Company, for any reason not included in this Article 6.1 or in Article 6.2 of this Plan, all Phantom Stock Units held by that Participant that are scheduled to vest on or prior to 31 December of the year following the calendar year in which the Professional Relationship was terminated, shall continue to vest in accordance with the vesting schedule set out in Article 5.1 of this Plan and shall be cash settled by the Company upon vesting in accordance with Article 5.1.2. All Phantom Stock Units held by that Participant that are scheduled to vest after 31 December of the year following the calendar year in which the Professional Relationship was terminated, shall lapse automatically, without any payment, as of the date the Professional Relationship was terminated, unless the

Board of Directors upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
6.2
Bad Leaver Event
6.2.1
If the Professional Relationship between a Participant and a Group Company is terminated by the Group Company for Cause, all LTIP Awards held by the Participant and not yet settled by the Company shall lapse automatically, without any payment, irrespective of whether the LTIP Awards have vested in accordance with Article 5.1 of this Plan, unless the Board of Directors, upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
6.2.2
In case of Resignation by the Participant, all unvested LTIP Awards held by that resigning Participant shall lapse automatically, without any payment, upon first notification to the Group Company of such termination of the Professional Relationship, unless the Board of Directors upon recommendation of the Remuneration Committee, would decide otherwise. No Group Company can be held liable for the potential loss incurred by a Participant as a result of the lapsing of the LTIP Awards.
7
Adjustments
7.1
Adjustment of the LTIP Awards
In the event of any extraordinary dividend or other extraordinary distribution or if an adjustment of the Share capital would occur, including a capital decrease as a result of a reimbursement to the shareholders, an incorporation of reserves in the capital with the issuance of new Shares, the issuance of new Shares, profit Shares, convertible bonds, bonds with a subscription right, a change of the statutory provisions with respect to the distribution of reserves and other profits and/or the distribution of liquidation bonuses or the distribution as a result of the dissolution of the Company, or a merger, contribution or the transfer of Shares as a consequence of a Share exchange, the number of the nominal amount of Shares taken in to account to establish the cash equivalent of a Phantom Stock Unit can be adjusted accordingly, even retroactively, if and to the extent that this is deemed necessary by the Board of Directors, as decided fully discretionary, in order to maintain the value of the benefits attached to the LTIP Awards.
7.2
Notification
The Board of Directors will notify the Participants of each adjustment as referred to in Article 7.1 of this Plan.

8
Change of Control
In the event of a Change of Control, all (and not part of the) LTIP Awards shall automatically be deemed to have vested and shall be settled in cash by the Company, in accordance with the terms and conditions of this Plan.
9
General
9.1
Notifications
Each notification which should be given to the Beneficiary/Participant or each document which should be provided to the Beneficiary/Participant with respect to this Plan, can be delivered at his home address as communicated to the Company, or any other address which the Company reasonably seems appropriate.
9.2
Decision of the Board of Directors
The decisions of the Board of Directors concerning the interpretation of the Plan or concerning any dispute with respect to a LTIP Award or with respect to any affair which relates to this Plan, will be final and decisive.
9.3
Changes to the Plan
9.3.1
The Board of Directors can change the Plan and/or adjust the terms and conditions of the LTIP Awards if they believe that that is necessary or required taking into account, to be in accordance with, or for the moderation of the relevant legal provisions applicable in any relevant jurisdiction, including, but not limited to, tax provisions and securities regulations and currency regulations, provided that it is the intention of the Board of Directors to maintain the terms and conditions of the LTIP Awards granted to such Beneficiaries/Participants in line with the terms and conditions granted to the other Beneficiaries/ Participants.
9.3.2
The Board of Directors will notify the Beneficiaries/Participants as soon as possible of each change as referred to in Article 9.3.1 of this Plan.
9.4
Taxes and Expenses
9.4.1
The possible taxes, duties, parafiscal levies due by the Participant as a result of the grant and/or acceptance of the LTIP Awards and/or settlement in cash of the Phantom Stock Units, will be exclusively borne by the Participant, without the possibility to claim any compensation therefore from the Company.
9.4.2
The Company and/or any Group Company are entitled to withhold any amount and conclude any agreement they deem necessary or useful in order to comply with any tax and/or social security obligation that results from the grant and/or acceptance of the Phantom Stock Units and/or the settlement in cash of the Phantom Stock Units in accordance with this Plan.

9.4.3
Without prejudice to Articles 9.4.1 and 9.4.2 of this Plan, all costs with respect to the implementation of this Plan will be borne by the Company.
9.5
Nature of the Plan
Notwithstanding any provisions to the contrary included in the Plan:
9.5.1
the granting of the LTIP Awards is not to form part of the rights held by the Participant with respect to remuneration or benefits under his/her Professional Relationship with a Group Company;
9.5.2
nothing contained in the Plan shall prevent the Company or any Group Company from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Phantom Stock Units, other types of equity-based or equity-linked awards (subject to approval of the shareholders of the Company if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.5.3
the Plan does not confer upon the Participant any right to the continuation of his/her Professional Relationship or continued performance under a statutory position for any period and therefore does not prevent any Group Company from terminating the Professional Relationship or statutory position in accordance with applicable regulations;
9.5.4
the granting of the LTIP Awards cannot be considered as a right acquired for the future.
9.6
Severability
If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder of this document will not be affected.
9.7
Governing Law
9.7.1
The Plan, all Phantom Stock Units and their implications are governed by Belgian Law.
9.7.2      The courts of Antwerp have exclusive jurisdiction.

Annex A
Acceptance Notification
 

PHANTOM STOCK UNITS OFFERED BY EURONAV NV
ACCEPTANCE NOTIFICATION
 

MANDATORY RETURN
REGISTERED OR HAND DELIVERY
[date no later than [insert date]]
 
Euronav NV
f.a.o. Mrs Ann Vleugels
De Gerlachekaai 20
2000 Antwerp
 Belgium

Dear Madam,
 Dear Sir,
Euronav NV Long Term Incentive Plan 2017
Further to the offer I received from Euronav NV on [insert date of offer], I hereby inform you that I:
o
accept ________ Phantom Stock Units referred to in the offer; this acceptance shall be construed as my unconditional acceptance of all the provisions contained in the Euronav NV Long Term Incentive Plan 2017;

o
refuse ________ Phantom Stock Units referred to in the offer;

Sincerely,

[signature of the beneficiary]
 [name]
Confirmation of receipt in the event the notification was not returned by registered mail
Date of receipt: _____________
 
 EX-4.19 5 d7461366_ex4-19.htm
Exhibit 4.19
 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                  EXECUTION COPY

Dated 30 March 2016
EURONAV SHIPPING NV
 EURONAV TANKERS NV
as joint and several Initial Borrowers
and
EURONAV NV
as Guarantor
and
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
 as Lenders
and
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 2
 as Swap Banks

and

NORDEA BANK NORGE ASA
as Agent
 and as Security Trustee



SUPPLEMENTAL AGREEMENT
relating to a term loan facility of (originally)
 US$500,000,000
 
 
 
WATSON FARLEY
&
WILLIAMS
Index
Clause
Page
   
1          Interpretation
1
2          Agreement of the Creditor Parties
2
3          Conditions Precedent
3
4          Representations and Warranties
4
5          Amendments to Loan Agreement and other Finance Documents
4
6          Further Assurances
7
7          Fees and Expenses
8
8          Communications
8
9          Supplemental
8
10          Law and Jurisdiction
8
   
Schedules
  
   
Schedule 1 Lenders
9
Schedule 2 Swap Banks
14
   
Execution
  
   
Execution Pages
17


THIS AGREEMENT is made on 30 March 2017
PARTIES
(1)
EURONAV TANKERS NV ("Borrower A") and EURONAV SHIPPING NV ("Borrower B"), each a company incorporated in Belgium whose Belgian registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium (Borrower A and Borrower B, together the "Borrowers");
(2)
EURONAV NV, a company incorporated in Belgium whose Belgian registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium (the "Guarantor");
(3)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders (the "Lenders");
(4)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Swap Banks (the "Swap Banks");
(5)
NORDEA BANK NORGE ASA, acting through its office at Essendrops gate 7, NO-0107, Oslo, Norway (the "Agent"); and
(6)
NORDEA BANK NORGE ASA, acting through its office at Essendrops gate 7, NO-0107, Oslo, Norway (the "Security Trustee").
BACKGROUND
(A)
By a loan agreement dated 25 March 2014 as amended by a supplemental letter dated 26 June 2014 and made between (i) the Borrowers, (ii) the Guarantor, (iii) the Lenders, (iv) the Swap Banks, (v) the Lead Arrangers (as defined therein), (vi) the Co-Arrangers (as defined therein), (vii) the Bookrunners (as defined therein), (viii) the Agent and (ix) the Security Trustee, the Lenders have made available to the Borrowers a facility of (originally) US$500,000,000, of which US$_________________ is outstanding at the date of this Agreement.
(B)
The Borrowers have requested the consent of the Creditor Parties to:
(i)
the transfer of the m.v. "SIMONE" from Borrower A to Borrower B; and
(ii)
the transfer of the m.v.s "NUCLEUS" and "NEPTUN" from Borrower B to Borrower A.
(C)
This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date to the transfer of ownership of the ships referred to above and to the consequential amendment of the Loan Agreement and the other Finance Documents in connection with those matters.
OPERATIVE PROVISIONS
1
INTERPRETATION
1.1
Defined expressions
Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.
1.2
Definitions
In this Agreement, unless the contrary intention appears:

"Effective Date" means the date on which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied;
"Loan Agreement" means the loan agreement dated 25 March 2014 as amended by a supplemental letter dated 26 June 2014 referred to in Recital (A);
"MI Ships" means:
(a)
the VLCC named "NUCLEUS" registered under the laws and flag of the Republic of the Marshall Islands with Official Number 5479 ("NUCLEUS"); and
(b)
the VLCC named "NEPTUN" registered under the laws and flag of the Republic of the Marshall Islands with Official Number 5796 ("NEPTUN").
"New Finance Documents" means the New Mortgages, the New General Assignments and the New Manager's Undertakings;
"New General Assignment" means, in relation to each Transfer Ship, a deed to be executed by the Owner of that Transfer Ship in favour of the Security Trustee creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to that Transfer Ship and any charter in excess of 24 months in relation to that Transfer Ship and any guarantee of such charter in the Agreed Form;

"New Manager's Undertakings" means, in relation to each Transfer Ship, the undertaking to be given by the Approved Manager in favour of the Security Trustee in the Agreed form;
"New Mortgage" means, in relation to:
(a)
"NUCLEUS", the first preferred Marshall Islands ship mortgage over that Transfer Ship to be executed by Borrower A in favour of the Security Trustee in the Agreed Form;
(b)
"NEPTUN", the first preferred Marshall Islands ship mortgage over that Transfer Ship to be executed by Borrower A in favour of the Security Trustee in the Agreed Form; and
(c)
"SIMONE", the first priority Belgian ship mortgage over that Transfer Ship to be executed by Borrower B in favour of the Security Trustee in the Agreed Form;
"SIMONE" means the VLCC named "SIMONE" and registered under the laws and flag of Belgium with IMO Number 9537769; and
"Transfer Ships" means the MI Ships and SIMONE.
1.3
Application of construction and interpretation provisions of Loan Agreement
Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.
2
AGREEMENT OF THE CREDITOR PARTIES
2.1
Agreement of the Lenders
The Lenders agree, subject to and upon the terms and conditions of this Agreement, to
(a)
the ownership of the MI Ships being transferred to Borrower A and to remain registered under Marshall Islands flag; and
2

(b)
the ownership of the SIMONE being transferred to Borrower B and to remain registered under Belgian flag.
2.2
Agreement of the Creditor Parties
The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of the Loan Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 (Agreement of the Lenders).
2.3
Effective Date
The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 (Agreement of the Lenders) and 2.2 (Agreement of the Creditor Parties) shall have effect on and from the Effective Date.
3
CONDITIONS PRECEDENT
3.1
General
The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 (Agreement of the Lenders) and 2.2 (Agreement of the Creditor Parties) is subject to the fulfilment of the conditions precedent in Clause 3.2 (Conditions precedent).
3.2
Conditions precedent
The conditions referred to in Clause 3.1 (General) are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before 1 April 2016 or such later date as the Agent may agree with the Borrower and the other Security Parties:
(a)
documents of the kind specified in Schedule 4, Part A, paragraphs 2, 3 and 4 of the Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and the New Finance Documents or, if appropriate, in the case of the incorporation and constitutional documents of each Borrower and the Guarantor confirmation that there have been no amendments to these documents since the date copies were provided to the Agent pursuant to the Loan Agreement.
(b)
a duly executed original of this Agreement duly executed by the parties to it;
(c)
a duly executed original of each of the New Finance Documents (and of each document required to be delivered by their respective terms);
(d)
documentary evidence that:
(i)
each Transfer Ship is definitively and permanently registered in the name of the relevant Borrower under Marshall Islands flag or Belgian flag as the case may be;
(ii)
each Transfer Ship is in the absolute and unencumbered ownership of the relevant Borrower save as contemplated by the Finance Documents;
(iii)
each Transfer Ship maintains the highest class with a classification society approved by the Agent free of all overdue recommendations and conditions of such classification society;
(iv)
the New Mortgage on each Transfer Ship has been duly registered or recorded (as the case may be) against that Transfer Ship as a valid first priority or preferred (as the case may be) ship mortgage in accordance with the laws of the country where that Transfer Ship is registered; and
3

(v)
each Transfer Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with;
(e)
documents establishing that each Transfer Ship will, as from the Effective Date, be managed by the relevant Approved Manager on terms acceptable to the Agent (in its reasonable discretion), together with:
(i)
the Manager's Undertaking in respect of that Transfer Ship; and
(ii)
copies of the relevant Approved Manager's Document of Compliance and of that Transfer Ship's Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC;
(f)
favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Belgium and the Marshall Islands in relation to this Agreement and the New Finance Documents; and
(g)
any further opinions, consents, agreements and documents in connection with this Agreement and the Finance Documents which the Agent may request by notice to the Borrower prior to the Effective Date.
4
REPRESENTATIONS AND WARRANTIES
4.1
Repetition of Loan Agreement representations and warranties
Each Obligor represents and warrants to the Creditor Parties that the representations and warranties in clause 10 of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and the New Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.
4.2
Repetition of Finance Document representations and warranties
Each Obligor represents and warrants to the Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and the New Finance Documents, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.
5
AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS
5.1
Specific amendments to Loan Agreement
With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:
(a)
by amending the definition of "Finance Documents" in clause 1.1 of the Loan Agreement and references thereto throughout the Loan Agreement and other relevant Finance Documents to include references to the New Finance Documents;
(b)
by amending the definition of "General Assignment" in clause 1.1 of the Loan Agreement and references thereto throughout the Loan Agreement and other relevant Finance Documents to include references to the New General Assignments;
(c)
by amending the definition of "Mortgages" in clause 1.1 of the Loan Agreement and references thereto throughout the Loan Agreement and other relevant Finance Documents to include references to the New Mortgages;
4

(d)
by amending the definition of "Manager's Undertaking" in clause 1.1 of the Loan Agreement and references thereto throughout the Loan Agreement and other relevant Finance Documents to include references to the New Manager's Undertakings;
(e)
by amending Schedule 6 of the Loan Agreement to refer to Borrower A as the owner of the "NEPTUN" and "NUCLEUS" and Borrower B as the owner of the "SIMONE";
(f)
by adding the following definitions in clause 1.1 (Definitions) of the Loan Agreement:
"Bail-In Action" means the exercise of any Write-down and Conversion Powers.
"Bail-In Legislation" means:
(a)
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)
in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversation Powers contained in that law or regulation.
"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.
"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.
"Write-down and Conversion Powers" means:
(a)
in relation to any Bail-In Legislation described in EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation;
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation;
(c)
by adding the following new clause 38.5 (Contractual recognition of bail-in) to clause 38 (Supplemental):
5

38.5          Contractual Recognition of Bail-In
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
(g)
the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and
(h)
by construing references throughout to "this Agreement", "hereunder" and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Agreement.
5.2
Amendments to Finance Documents
With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement, shall be, and shall be deemed by this Agreement to have been, amended as follows:
(a)
the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement;
(b)
the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the New Mortgages in the case of the Transfer Ships;
(c)
the definition of, and references throughout each of the Finance Documents to, the General Assignment shall be construed as if the same referred to the New General Assignments in the case of the Transfer Ships; and
(d)
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.
6

5.3
Finance Documents to remain in full force and effect
The Finance Documents shall remain in full force and effect as amended and supplemented by:
(a)
the amendments to the Finance Documents contained or referred to in Clauses 5.1 (Specific amendments to Loan Agreement) and 5.2 (Amendments to Finance Documents); and
(b)
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement,
6
FURTHER ASSURANCES
6.1
Obligor's obligation to execute further documents etc.
Each Obligor shall:
(a)
execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify;
(b)
effect any registration or notarisation, give any notice or take any other step;
which the Security Trustee may, by notice to the Obligors, specify for any of the purposes described in Clause 6.2 (Purposes of further assurances) or for any similar or related purpose.
6.2
Purposes of further assurances
Those purposes are:
(a)
validly and effectively to create any Security Interest or right of any kind which the Security Trustee intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by this Agreement and the New Finance Documents; and
(b)
implementing the terms and provisions of this Agreement.
6.3
Terms of further assurances
The Security Trustee may specify the terms of any document to be executed by the Obligors under Clause 6.1 (Obligor's obligation to execute further documents etc.), and those terms may include any covenants, powers and provisions which the Security Trustee considers appropriate to protect its interests.
6.4
Obligation to comply with notice
Each Obligor shall comply with a notice under Clause 6.1 (Obligor's obligation to execute further documents etc.) by the date specified in the notice.
6.5
Additional corporate action
At the same time as the Obligors deliver to the Security Trustee any document executed under Clause 6.1(a), the relevant Obligor shall also deliver to the Security Trustee reasonable evidence that the relevant Obligor's execution of such document has been duly authorised by it.
7

7
FEES AND EXPENSES
7.1
Expenses
The provisions of clause 20 (fees and expenses) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
8
COMMUNICATIONS
8.1
General
The provisions of clause 28 (notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
9
SUPPLEMENTAL
9.1
Counterparts
This Agreement may be executed in any number of counterparts.
9.2
Third party rights
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 to enjoy the benefit of any term of this Agreement.
10
LAW AND JURISDICTION
10.1
Governing law
This Agreement and any non-contractual obligations arising out of or in connection with it  shall be governed by, and construed in accordance with English law.
10.2
Incorporation of the Loan Agreement provisions
The provisions of clauses 39.2 to 39.6 (inclusive) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement.
8

SCHEDULE 1


 LENDERS
Lender
Lending Office
 
ABN AMRO Bank N.V.
Coolsingel 93
3012 AE
 The Netherlands
 
Credit Matters:
 
Kees Tiemstra
Coolsingel 93, GL1610
3012 AE
 The Netherlands
 
Tel: +31 10 4015192
Fax: +31 10 4015323
Email: kees.tiemstra@nl.abnamro.com
 
Operations/Adminstrations:
 
Peter van Wijk / Martin van den Berg
OPS NL Credits / Mid-Office
Coolsingel 93, GL0914/GL1610
3012 AE
 The Netherlands
 
Tel: +31 10 4016254 / +31 10 4016876
Fax: +31 10 4016118 / +31 10 4015323
Email: pieter.van.wijk@nl.abnamro.com /
martijn.m.van.den.berg@nl.abnamro.com /
loket.leningenadministratie.ccs@nl.abnamro.com
 
Belfius Bank SA/NV
Pachecolaan 44,
1000 Brussels,
Belgium
 
Tel: +32 2 222 11 11
 
Credit Matters:
 
Mr Koen Vinck
 Pachecolaan 44, PA 04/02
1000 Brussels,
Belgium
 
Tel: +32 2 222 38 47
Fax: +32 2 222 23 11
Email: koen.vinck@belfius.be
 
Mr Bart Ferrand
Pachecolaan 44, PA 04/02
1000 Brussels,
Belgium
 
Tel: +32 2 222 20 58
Fax: +32 2 222 23 11

9

Lender
Lending Office
 
 
Email: bart.ferrand@belfius.be
 
Operations / Administrations
 
Mr Niek Poppe / Mrs Katrien De Schepper
Pachecolaan 44, RT 20/03
1000 Brussels,
Belgium
 
Tel: +32 2 222 76 20 / +32 2 222 20 69
Fax: 32 2 222 79 80
Email: nikolas.poppe@belfius.be /
katrien.deschepper@belfius.be
 
BNP Paribas Fortis SA/NV
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium
 
 
Geert Sterck
Tel: +32 2 656 2355
Fax: +32 2 565 3403
Email: geert.sterck@bnpparibasfortis.com
 
Laura Falzone
Tel: +32 2 312 07 30
Fax: +32 2 565 3403
Email: laura.falzone@bnpparibasfortis.com
 
Credit Matters:
 
Paul Barnes
16 Rue de Hanovre,
75078 Paris CEDEX 2
France
 
Tel: +33 1 43 16 81 20
Fax: +33 1 42 98 61 66
Email: paul.p.barnes@bnpparibas.com
 
Valérie Du Bois
3, Montagne du Parc/1KB3D,
1000 Brussels,
Belgium
 
Tel: +32 2 565 2510
Fax: +32 2 565 9593
Email: valerie.du.bois@bnpparibasfortis.com
 
Operations / Administrations:
 
Geert Sterck
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium
 
10

Lender
Lending Office
 
 
Tel: +32 2 565 2355
Fax: +32 2 565 3403
Email: geert.sterck@bnpparibasfortis.com
 
Laura Falzone
3, Montagne du Parc/1KB1A,
1000 Brussels,
Belgium
 
Tel: +32 2 312 07 30
Fax: +32 2 565 3403
Email: laura.falzone@bnpparibasfortis.com /
bruxelles_bo_export_project_finance.cib@bnppa
ribasfortis.com
 
Danish Ship Finance A/S (Danmarks Skibskredit A/S)
Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
 
Credit Matters:
 
Morten Müller
Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
Fax: +45 33 33 96 66
Email: mul@shipfinance.dk
 
Operations/Administrations:
 
Morten Müller / Winni Udbye Madsen, Loan Admin
Sankt Annae Plads 3,
DK-1250 Copenhagen K,
 Denmark
 
Tel: +45 33 33 93 33
Email: mul@shipfinance.dk /
wum@shipfinance.dk /
loanadmin@shipfinance.dk
 
DNB Bank ASA
8th Floor, The Walbrook Building
 25 Walbrook,
London, EC4N 8AF
 UK
Tel +44 207 621 1111
  
Credit Matters:
Hugues Calmet
Tel: +44 207 621 6116
Fax +44 207 283 6931
Email: hugues.calmet@dnb.no
 
Operations/Administrations:
 
Sarah Sanders
11

Lender
Lending Office
 
 
Tel: +44 207 621 6092
Email: sarah.sanders@dnb.no
 
ING Bank N.V.
Bijlmerplein 888
1000BV
Amsterdam
 The Netherlands
 
Tel: +31 20 56 39102
 
Credit Matters:
 
H.Schuil
AMPD06.007
Bijlmerplein 888
1000 BV
Amsterdam
 The Netherlands
 
Tel: +31 20 56 39102
Fax: +31 20 56 58211
Email: harry.schuil@ingbank.com
 
Operations/administrations:
 
C.D. van der Laan / L.R.M. Wester
Tel: +31 20 576 8152 / +31 20 576 0234
Email: execution.sf.team1@ingbank.com
 
KBC Bank NV
Havenlaan 2
1080 Brussels
Belgium
 
Credit Matters:
Koen Sruyf / Dennis Ideler
Tel: +32 3 202 90 81 / +32 3 202 92 33
Fax: +32 3 202 92 72
Email: koen.struyf@kbc.be /
dennis.ideler@kbc.be
 
Operations / Administrations:
Tamara Demarrez / Guido Lenaerts
 
Tel: +32 2 429 08 20 / +32 2 429 42 76
Email: creditadmin.br2@kbc.be
 
Nordea Bank Norge ASA
Essendrops gate 7,
NO-0107, Oslo,
Norway
 
Credit Matters:
 
Tel: +47 22 48 50 00
Fax: +47 22 48 66 68
 Attn: Shipping, Offshore and Oil Services
 
Administration Matters:
 
Tel: (47) 22 48 50 00
 Fax: (47) 22 48 42 78
 
 
12
Lender
Lending Office
 
 
Attn: International Loan Administration
 
Scotiabank Europe plc
201 Bishopsgate, 6th Floor,
London EC2M 3NS,
United Kingdom
 
Tel: +44 20 7638 5644
 
Credit Matters:
 
Matt Tuskin/ Julien Poisson
Tel: +44 207 826 5605/+44 207 826 5719
Fax: +44 207 638 8488
Email: matt.tuskin@scotiabank.com /
 julien.poisson@scotiabank.com
 
Operations / Administrations:
 
Tony Sposato / Savi Rampat
Tel: +44 207 826 5660
Fax: +44 207 826 5666
Email: tony.sposato@scotiabank.com /
savi.rampat@scotiabank.com /
gwsloansops.uk.gtb@scotiabank.com
 
Skandinaviska Enskilda Banken AB (publ)
SE-106 40 Stockholm,
 Sweden
 
Tel: +46 7 71 62 10 00
 
Credit Matters:
 
Egil Aarrestad / Trine von Erpecom
P.O. Box 1843, Vika,
Filipstad Brygge 1
NO-0123 Oslo
 Norway
 
Tel: +47 22827021 / +47 22827008
Email: egil.aarrestad@seb.no /
trine.von-erpecom@seb.no
 
Operations / Administrations:
 
Structured Credits Operations
 Risneleden 110, 106 40, Stockholm, Sweden
 
Tel: +46-8-7638141
Email: sco@seb.se

13

SCHEDULE 2


 SWAP BANKS
Swap Bank
Booking Office
 
Belfius Bank SA/NV
Pachecolaan 44,
1000 Brussels,
 Belgium
 
Tel: +32 2 222 11 11
Credit Matters:
Mr Koen Vinck
Pachecolaan 44, PA 04/02
1000 Brussels,
 Belgium
Tel: +32 2 222 38 47
Fax: +32 2 222 23 11
Email: koen.vinck@belfius.be
 
 
Mr Bart Ferrand
Pachecolaan 44,
PA 04/02
1000 Brussels,
 Belgium
Tel: +32 2 222 20 58
Fax: +32 2 222 23 11
Email: bart.ferrand@belfius.be
 
 
Operations / Administrations
Mr Niek Poppe / Mrs Katrien De Schepper
Pachecolaan 44,
RT 20/03
1000 Brussels,
 Belgium
Tel: +32 2 222 76 20 / +32 2 222 20 69
Fax: 32 2 222 79 80
Email: nikolas.poppe@belfius.be / katrien.deschepper@belfius.be
14

DNB Bank ASA
8th Floor, The Walbrook Building
 25 Walbrook,
London EC4N 8AF
 UK
Tel +44 207 621 1111
Fax +44 207 626 5956
  
Attn: Shipping, Offshore & Logistics Department
 
ING Bank N.V.
ING Commercial Banking/Financial Markets
Avenue Marnix 24
B-1000 Brussels
 Belgium
Tel. +32 2 557 15 71
Fax +32 2 557 19 72
Attn: Kurt Lemaire
 
KBC Bank NV
Havenlaan 2
1080 Brussels
 Belgium
Attn: Mr. Joris Vermeulen
Tel: +32 2 417 49 61
 
Nordea Bank Finland Plc
Satamaradankatu 5,
FI-00020 NORDEA,
Finland.
 
Scotiabank Europe plc
201 Bishopsgate, 6th Floor,
London EC2M 3NS,
 United Kingdom
Tel: +44 20 7638 5644
 
Scotiabank Europe plc
Credit Matters:
Matt Tuskin /Julien Poisson
Tel: +44 207 826 5605/+44 207 826 5719
Fax: +44 207 638 8488
Email: matt.tuskin@scotiabank.com / julien.poisson@scotiabank.com
15

 
Operations / Administrations:
Tony Sposato / Savi Rampat
Tel: +44 207 826 5660
Fax: +44 207 826 5666
Email: tony.sposato@scotiabank.com / savi.rampat@scotiabank.com /
gwsloansops.uk.gtb@scotiabank.com
 
Skandinaviska Enskilda Banken AB (publ)
Kungstradgardsgatan  8
SE-106 40 Stockholm
 Sweden
Credit Matters:
Tel: +47 22 82 70 21
Attn: Egil Aarrestad
Administration Matters:
Tel: +46 8 763 8551
 Fax: +46 8 611 0384
Attn: Structured Credits Operations
 


16

EXECUTION PAGES
BORROWERS
 
SIGNED by An Goris,
Attorney-in-Fact
for and on behalf of:
EURONAV SHPPING NV
in the presence of: Roeland Neyrink
 
 
)
)
)
)
 )
 
 
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
SIGNED by An Goris,
Attorney-in-fact
for and on behalf of:
EURONAV TANKERS NV
in the presence of:
)
)
)
)
 )
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
GUARANTOR
 
SIGNED by An Goris,
Attorney-in-fact
for and on behalf of:
EURONAV NV
in the presence of: Roeland Neyrinck
 
 
)
)
)
)
 )
 
 
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
LENDERS
 
SIGNED by
 
for and on behalf of:
ABN AMRO BANK N.V.
in the presence of:
 
 
)
)
)
)
 )
  
 
 
 
     
SIGNED by
 
for and on behalf of:
BELFIUS BANK SA/NV
in the presence of:
)
 )
)
)
 )
  
 
     
 
BORROWERS
 
SIGNED by An Goris,
Attorney-in-Fact
for and on behalf of:
EURONAV SHPPING NV
in the presence of: Roeland Neyrink
 
 
)
)
)
)
 )
 
 
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
SIGNED by An Goris,
Attorney-in-fact
for and on behalf of:
EURONAV TANKERS NV
in the presence of:
)
)
)
)
 )
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
GUARANTOR
 
SIGNED by An Goris,
Attorney-in-fact
for and on behalf of:
EURONAV NV
in the presence of: Roeland Neyrinck
 
 
)
)
)
)
 )
 
 
/s/An Goris
An Goris
 
/s/Roeland Neyrinck
Roeland Neyrink
 
     
LENDERS
 
SIGNED by
 
for and on behalf of:
ABN AMRO BANK N.V.
in the presence of:
 
 
)
)
)
)
 )
 
 
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
BELFIUS BANK SA/NV
in the presence of:
)
 )
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
 
 
SIGNED by
 
for and on behalf of:
BNP PARIBAS FORTIS SA/NV
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
DANISH SHIP FINANCE A/S
(DANMARKS SKIBSKREDIT A/S)
in the presence of:
)
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
DNB BANK ASA
in the presence of:
)
 )
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
     
SIGNED by
 
for and on behalf of:
ING BANK N.V.
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
 
     
SIGNED by
 
for and on behalf of:
KBC BANK NV
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
     
SIGNED by
 
for and on behalf of:
NORDEA BANK NORGE ASA
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
 
 
 
 
 
SIGNED by
 
for and on behalf of:
SCOTIABANK EUROPE PLC
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
SKANDINAVISKA ENSKILDA BANKEN
AB (PUBL)
in the presence of:
)
 )
)
)
 )
)
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SWAP BANKS
 
    
SIGNED by
 
for and on behalf of:
BELFIUS BANK SA/NV
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
DNB BANK ASA
in the presence of:
)
 )
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
SIGNED by
 
for and on behalf of:
ING BANK N.V.
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
 
     
SIGNED by
 
for and on behalf of:
KBC BANK NV
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
 
 
 
 
     
SIGNED by
 
for and on behalf of:
NORDEA BANK FINLAND PLC
in the presence of:
SIGNED by
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
SIGNED by
 
for and on behalf of:
SCOTIABANK EUROPE PLC
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
     
SIGNED by
 
for and on behalf of:
SKANDINAVISKA ENSKILDA BANKEN
AB (PUBL)
in the presence of:
)
 )
)
)
 )
)
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
     
AGENT
 
    
SIGNED by
 
for and on behalf of:
NORDEA BANK NORGE ASA
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
     
SECURITY TRUSTEE
 
    
SIGNED by
 
for and on behalf of:
NORDEA BANK NORGE ASA
in the presence of:
)
)
)
)
 )
/s/Joanna Goode
Joanna Goode
Attorney-in-Fact
 
/s/Mark Masson
Mark Masson
Trainee Solicitor
London EC2A 2HB
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-4.20 6 d7461368_ex4-20.htm

Exhibit 4.20

Private & Confidential






Dated 1 June 2016





THIRD SUPPLEMENTAL AGREEMENT
relating to
a Loan of up to US$135,000,000
to
FONTVIEILLE SHIPHOLDING LIMITED
and
MONEGHETTI SHIPHOLDING LIMITED

provided by
THE BANKS AND FINANCIAL INSTITUTIONS
set out in Schedule 1
Arranger and Account Bank
BNP PARIBAS (SUISSE) SA

Agent and Security Agent
BNP PARIBAS








NORTON ROSE FULBRIGHT










Contents
Clause
Page
1
Definitions
2
2
Consent of the Creditors
6
3
Amendments to the Principal Agreement
6
4
Representations and warranties
9
5
Conditions
11
6
Relevant Parties' confirmations
11
7
Fees and Expenses
12
8
Miscellaneous and notices
12
9
Applicable law
13
Schedule 1 Names and addresses of the Banks
14
Schedule 2 Documents and evidence required as conditions precedent
15
Schedule 3 Form of General Assignment
18
Schedule 4 Form of Manager's Undertaking
19
Schedule 5 Form of Corporate Guarantee
20

THIS THIRD SUPPLEMENTAL AGREEMENT is dated 1 June 2016 and made BETWEEN:
(1)
FONTVIEILLE SHIPHOLDING LIMITED, a company established under the laws of Hong Kong, whose registered office is at Room 2503-05 25th Floor, Harcourt House, No. 39 Gloucester Road, Wanchai, Hong Kong (the "Fontvieille Borrower") and MONEGHETTI SHIPHOLDING LIMITED, a company established under the laws of Hong Kong, whose registered office is at Room 2503-05 25th Floor, Harcourt House, No. 39 Gloucester Road, Wanchai, Hong Kong (the "Moneghetti Borrower" and, together with the Fontvieille Borrower, the "Borrowers") as joint and several borrowers;
(2)
EURONAV NV, a company established under the laws of the Kingdom of Belgium, whose registered office is at de Gerlachekaai 20, B-2000 Antwerp, Kingdom of Belgium as corporate guarantor (in such capacity the "Outgoing Guarantor") and as outgoing commercial manager (in such capacity the "Outgoing Commercial Manager");
(3)
EURONAV SHIPMANAGEMENT (HELLAS) LTD., a corporation incorporated under the laws of the Republic of Liberia, whose registered office is at 80 Broad street, Monrovia, Liberia, with an established office in Greece under L89/67 situated at 69 Akti Miaouli, 185 37 Piraeus, Greece, as outgoing technical manager (the "Outgoing Technical Manager" and together with the Outgoing Commercial Manager the "Outgoing Managers");
(4)
C TRANSPORT HOLDING LTD., a company established under the laws of Bermuda, whose  registered office is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda as new commercial manager (the "New Commercial Manager");
(5)
ANGLO-EASTERN SHIPMANAGEMENT (SINGAPORE) PTE LTD, a company incorporated in Singapore whose registered address is 200 Cantonment Road, 16-02, Southpoint, Singapore 089763 as new technical manager (the "New Technical Manager" and, together with the New Commercial Manager, the "New Managers");
(6)
BRETTA TANKER HOLDINGS INC. a company established under the laws of the Republic of Panama, whose registered office is at Morgan & Morgan, Calle 53, Urbanizacion Marbella, MM6 Tower, Piso 16, Panama, Republic of Panama as corporate guarantor (the "Corporate Guarantor");
(7)
THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in Schedule 1 as banks (together the "Banks" and singly each a "Bank");
(8)
BNP PARIBAS (SUISSE) SA, a company established under the laws of Switzerland, acting for the purposes of this Agreement through its office at Place de Hollande 2, P.O. Box CH-1211, Geneva 11, Switzerland as arranger and account bank (under each such capacity the "Arranger" and the "Account Bank", respectively);
(9)
BNP PARIBAS (also known as BNP PARIBAS S.A. and as replacement of BNP PARIBAS (SUISSE) SA), a company established under the laws of France, whose registered office is at 16 Boulevard des Italiens 75009, Paris, France as security agent (the "Security Agent"); and
(10)
BNP PARIBAS (also known as BNP PARIBAS S.A. and as replacement of BNP PARIBAS (SUISSE) SA), a company established under the laws of France, whose registered office is at 16 Boulevard des Italiens 75009, Paris, France as agent (the "Agent" and together with the Banks the "Secured Creditors" and together with the Banks, the Security Agent, the Arranger and the Account Bank, the "Creditors").
WHEREAS:
(A)
this Agreement is supplemental to a loan agreement dated 23 April 2008 made between (1) the Borrowers, (2) the Banks, (3) the Agent, (4) the Security Agent, (5) the Account Bank and (6) the Arranger as amended and supplemented by a first supplemental letter dated 4 February 2010, a second supplemental letter dated 22 December 2010, an appointment agreement dated 4 May 2011, a transfer certificate dated 4 May 2011, a first supplemental agreement dated 29
1
June 2012 and a second supplemental agreement dated 5 June 2013 (together the "Principal Agreement"), relating to a loan facility of up to One hundred and thirty five million Dollars ($135,000,000), of which the amount of One hundred and twenty three million Dollars ($123,000,000) was advanced by the Banks to the Borrowers for the purposes stated therein and of which the principal amount outstanding at the date hereof is Seventy nine million two hundred and twenty thousand and one Dollar ($79,220,001);
(B)
each of the Borrowers, the Corporate Guarantor, the Outgoing Guarantor, the New Managers and the Outgoing Managers have requested the Creditors to consent to:
(a)
the transfer of 50% of the shares of each Borrower from Euronav HK (as defined below) to the Corporate Guarantor and the release of the Outgoing Guarantor from the Existing Euronav Guarantee;
(b)
the change of flag of each of m.v Eugenie and m.v Devon (together the "Ships" and singly each a "Ship") by deleting each Ship from its existing Greek flag and registering her in the name of the relevant Borrower under the laws and flag of the Republic of Liberia under the same name; and
(c)
the appointment of the New Commercial Manager as new commercial manager of each Ship in the place of the Outgoing Commercial Manager and the appointment of the New Technical Manager as new technical manager of each Ship in the place of the Outgoing Technical Manager; and
(C)
this Agreement sets out, inter alia, the terms and conditions upon which the Creditors shall provide their agreement to:
(a)
the requests of the Borrowers and the other security parties referred to above; and
(b)
certain consequential amendments and changes to the Principal Agreement as a result of the above and agreed to by the Borrowers, the Corporate Guarantor, the New Managers, the Outgoing Guarantor, the Outgoing Managers and the Creditors.
NOW IT IS HEREBY AGREED as follows:
1
Definitions
1.1
Defined expressions
Words and expressions defined in the Principal 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:
"Devon" means the motor vessel Devon a 2011 built, grt 81,427 tons, nrt 51,258 tons crude oil tanker, registered in the ownership of the Moneghetti Borrower under the laws and flag of the relevant Flag State with IMO Number 9516117;
"Effective Date" means the date, no later than       June 2016, on which the Agent notifies the Borrowers in writing that the Agent has received the documents and evidence specified in clause 5 and Schedule 2 in a form and substance satisfactory to it;
"Eugenie" means the motor vessel Eugenie a 2010 built, grt 81,427 tons, nrt 51,258 tons crude oil tanker, registered in the ownership of the Fontvieille Borrower under the laws and flag of the relevant Flag State with IMO Number 9516105;
2
"Euronav HK" means Euronav Hong Kong Limited of Hong Kong and includes its successors in title;
"Existing Bretta Guarantee" means the corporate guarantee dated 23 April 2008, executed by the Corporate Guarantor in favour of the Security Agent;
"Existing Devon Commercial Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of Devon dated 5 January 2011, executed by the Outgoing Commercial Manager in favour of the Secured Creditors;
"Existing Devon Mortgage" means the first preferred Greek mortgage of Devon dated 5 January 2011, executed by the Moneghetti Borrower in favour of the Secured Creditors, as amended and/or transferred to date;
"Existing Devon Technical Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of Devon dated 5 January 2011, executed by the Outgoing Technical Manager in favour of the Secured Creditors;
"Existing Eugenie Commercial Manager's Undertaking" means the first priority manager's undertaking and assignment dated 9 February 2010, executed by the Outgoing Commercial Manager in favour of the Secured Creditors;
"Existing Eugenie Mortgage" means the first preferred Greek mortgage of Eugenie dated 9 February 2010, executed by the Fontvieille Borrower in favour of the Secured Creditors, as amended and/or transferred to date;
"Existing Eugenie Technical Manager's Undertaking" means the first priority manager's undertaking and assignment dated 9 February 2010, executed by the Outgoing Technical Manager in favour of the Secured Creditors;
"Existing Euronav Guarantee" means the corporate guarantee dated 23 April 2008, executed by the Outgoing Guarantor in favour of the Security Agent;
"Existing Guarantees" means, together, the Existing Bretta Guarantee and the Existing Euronav Guarantee and "Existing Guarantee" means either of them;
"Existing Manager's Undertakings" means, together, the Existing Devon Commercial Manager's Undertaking the Existing Devon Technical Manager's Undertaking, the Existing Eugenie Commercial Manager's Undertaking and the Existing Eugenie Technical Manager's Undertaking and "Existing Manager's Undertaking" means any of them;
"Existing Mortgages" means the Existing Devon Mortgage and the Existing Eugenie Mortgage and "Existing Mortgage" means either of them;
"Existing Register" means the register of ships of the Port of Piraeus, Greece;
"Loan Agreement" means the Principal Agreement, as amended and supplemented by this Agreement;
"New Bretta Guarantee" means the corporate guarantee executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Security Agent in the form set out in Schedule 5;
"New Commercial Management Agreement" means, in relation to each Ship, the management agreement made or (as the context may require) to be made between the relevant Borrower and the New Commercial Manager, providing for (inter alia) the New Commercial Manager to manage such Ship and "New Commercial Management Agreements" means both of them;
3
"New Devon Commercial Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of m.v. Devon executed or (as the context may require) to be executed by the New Commercial Manager in favour of the Security Agent in the form set out in Schedule 4;
"New Devon General Assignment" means the general assignment in respect of m.v. Devon executed or (as the context may require) to be executed by the Moneghetti Borrower in favour of the Security Agent in the form set out in Schedule 3;
"New Devon Mortgage" means the first preferred Liberian mortgage in respect of m.v. Devon executed or (as the context may require) to be executed by the Moneghetti Borrower in favour of the Security Agent in such form as the Agent may require in its sole discretion;
"New Devon Technical Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of m.v. Devon executed or (as the context may require) to be executed by the New Technical Manager in favour of the Security Agent in the form set out in Schedule 4;
"New Eugenie Commercial Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of m.v. Eugenie executed or (as the context may require) to be executed by the New Commercial Manager in favour of the Security Agent in the form set out in Schedule 4;
"New Eugenie General Assignment" means the general assignment in respect of m.v. Eugenie executed or (as the context may require) to be executed by the Fontvieille Borrower in favour of the Security Agent in the form set out in Schedule 3;
"New Eugenie Mortgage" means the first preferred Liberian mortgage in respect of m.v. Eugenie executed or (as the context may require) to be executed by the Fontvieille Borrower in favour of the Security Agent in such form as the Agent may require in its sole discretion;
"New Eugenie Technical Manager's Undertaking" means the first priority manager's undertaking and assignment in respect of m.v. Eugenie executed or (as the context may require) to be executed by the New Technical Manager in favour of the Security Agent in the form set out in Schedule 4;
"New General Assignments" means the New Devon General Assignment and the New Eugenie General Assignment and "New General Assignment" means either of them;
"New Management Agreements" means, together, the New Commercial Management Agreements and the New Technical Management Agreements and "New Management Agreement" means any of them:
"New Manager's Undertakings" means the New Devon Commercial Manager's Undertaking, the New Devon Technical Manager's Undertaking, the New Eugenie Commercial Manager's Undertaking and the New Eugenie Technical Manager's Undertaking and "New Manager's Undertaking" means any of them;
"New Mortgages" means the New Devon Mortgage and the New Eugenie Mortgage and "New Mortgage" means either of them;
"New Register" means the register of ships of the Port of Monrovia, Liberia;
"New Security Documents" means, together, the New Bretta Guarantee, the New Mortgages, the New General Assignments and the New Manager's Undertakings and "New Security Document" means any of them;
"New Technical Management Agreement" means, in respect of each Ship, the management agreement made or (as the context may require) to be made between the relevant Borrower
4
and the New Technical Manager, providing for (inter alia) the New Technical Manager to manage such Ship and "New Technical Management Agreements" means both of them;
"Relevant Documents" means this Agreement, the New Security Documents and the New Management Agreements and any other documents to be executed in connection hereto;
"Relevant Parties" means the Borrowers, the Corporate Guarantor, the New Managers, the Outgoing Managers, the Outgoing Guarantor and any other person (other than the Creditors) who is a party to a Relevant Document or, where the context so requires or permits, means any or all of them; and
"Ships" means, together, m.v. Devon and m.v. Eugenie and "Ship" means either of them.
1.3
Principal Agreement
References in the Principal Agreement to "this Agreement" shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Principal Agreement as amended by this Agreement and words such as "herein", "hereof", "hereunder", "hereafter", "hereby" and "hereto", where they appear in the Principal Agreement, shall be construed accordingly.
1.4
Headings
Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.
1.5
Construction of certain terms
In this Agreement, unless the context otherwise requires:
1.5.1
references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this Agreement include its schedules;
1.5.2
references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;
1.5.3
references to a "regulation" include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority;
1.5.4
words importing the plural shall include the singular and vice versa;
1.5.5
references to a time of day are to London time;
1.5.6
references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;
1.5.7
references to a "guarantee" include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and "guaranteed" shall be construed accordingly; and
1.5.8
references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended.
5

2
Consent of the Creditors
2.1
Consent
The Creditors, relying upon the representations and warranties on the part of each Relevant Party contained in clause 4, agree with the Borrowers that, with effect on and from the Effective Date and subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before      June 2016 of the conditions contained in clause 5 and Schedule 2, the Creditors agree and consent to:
2.1.1
the transfer of 50% of the shares of each Borrower from Euronav HK to the Corporate Guarantor;
2.1.2
the transfer of each Ship from the Existing Register to the New Register;
2.1.3
the appointment of the New Commercial Manager as new commercial manager of each Ship in the place of the Existing Commercial Manager and the appointment of the New Technical Manager as new technical manager of each Ship in the place of the Existing Technical Manager; and
2.1.4
the amendments of the Principal Agreement on the terms set out in clause 3.
2.2
Discharges of Existing Mortgages
Each of the Secured Creditors hereby agrees that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, satisfaction of the conditions contained in clause 5 and Schedule 2, it shall simultaneously with the registration of the New Mortgage of a Ship, execute, and thereafter register at the Existing Register, deeds of discharges in respect of the Existing Mortgage for that Ship.
2.3
Releases
The Borrowers, the Outgoing Guarantor, the Corporate Guarantor, the Outgoing Managers, the Security Agent and the Secured Creditors hereby agree that, as and with effect from the Effective Date, they shall each mutually release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning each of the Existing Guarantees, the Existing General Assignments and the Existing Manager's Undertakings pursuant to deeds of release in all respects acceptable to the Agent (together the "Releases").
3
Amendments to the Principal Agreement
3.1
Amendments
The Principal Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the following provisions and the Principal Agreement (as so amended) will continue to be binding upon the Creditors and the Borrowers upon such terms (as so amended):
3.1.1
by deleting the definitions of "Borrowers' Shareholders", "Euronav Guarantee", "Euronav Guarantor", "Fontvieille Mortgage", "LIBOR", "Manager", "Moneghetti Mortgage" and "Supplemental Agreements" in clause 1.2 of the Principal Agreement in its entirety and by replacing it with the following new definitions of "Borrowers' Shareholders", "Manager" and "Supplemental Agreements" respectively:
""Borrowers' Shareholders" means the Bretta Guarantor;";
""Euronav Guarantee" means the corporate guarantee dated 23 April 2008 executed by the Euronav Guarantor in favour of the Security Agent which was released as of the New Effective Date;";
6
""Euronav Guarantor" means Euronav N.V. of de Gerlachekaai 20, B-2000 Antwerp, Belgium which was one of the Corporate Guarantors until the New Effective Date;";
""Fontvieille Mortgage" means the first preferred Liberian Mortgage of the Fontvieille Ship executed or (as the context may require) to be executed by the Fontvieille Borrower in favour of the Security Agent in such form as the Agent may require in its sole discretion;";
""LIBOR" means, in relation to a particular period:
(a)
the London interbank offered rate administrated by ICE Benchmark Administration Limited (or if ICE Benchmark Administration Limited ceases to act in the role of administrating and publishing LIBOR rates, the equivalent rate published by a subsequently appointed administrator of LIBOR) for Dollars for the relevant period displayed on the appropriate page of the Thomson Reuters screen at or about 11:00 a.m. on the Quotation Date for such period (and if the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate); or
(b)
if on such date no such rate is so displayed, LIBOR for such period shall be the arithmetic mean of the rates quoted to the Agent by the Reference Banks at the request of the Agent as the Reference Banks' offered rate for deposits of the relevant currency in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period to prime banks in the London Interbank Market at or about 11:00 a.m. on the Quotation Date for such period,
provided however that, for all purposes under this Agreement, if any of the rates referred to under (a) and (b) above is below zero (0), LIBOR shall be deemed to be zero (0);";
""Manager" means, in respect of each Ship:
(a)
in relation to the commercial management, C Transport Holding Ltd of Clarendon House, 2 Church Street, Hamilton HM11, Bermuda; or
(b)
in relation to the technical management, Anglo-Eastern Shipmanagement (Singapore) Pte Ltd of 200 Cantonment Road, 16-02, Southpoint, Singapore 089763,
or any other person appointed by a Borrower, with the prior written consent of the Agent (such consent not to be unreasonably withheld and the request for which to be promptly responded to), as the relevant manager of such Borrower's Ship and includes its successors in title;";
""Moneghetti Mortgage" means the first preferred Liberian Mortgage of the Moneghetti Ship executed or (as the context may require) to be executed by the Moneghetti Borrower in favour of the Security Agent in such form as the Agent may require in its sole discretion;";
""Supplemental Agreements" means, together, the First Supplemental Agreement, the First Supplemental Letter, the Second Supplemental Letter, the Appointment Agreement, the Transfer Certificate, the Second Supplemental Agreement and the Third Supplemental Agreement;";
3.1.2
by deleting in clause 1.2 of the Principal Agreement the definitions of "Fontvieille Mortgage Addenda", "Fontvieille Mortgage Addendum", "Fontvieille Mortgage Second Addendum", "Fontvieille Mortgage Third Addendum"; "Fontvieille Mortgage Transfer", "Moneghetti Mortgage Addendum", "Moneghetti Mortgage Second Addendum" and "Moneghetti Mortgage Transfer";
3.1.3
by inserting the following new definitions of "New Effective Date" and "Third Supplemental Agreement" in clause 1.2 of the Principal Agreement:
""New Effective Date" has the meaning given to "Effective Date" in the Third Supplemental Agreement;";
7
""Third Supplemental Agreement" means the agreement dated 1 June 2016 supplemental to this Agreement made between (1) the Borrowers, (2) the Corporate Guarantor, (3) the New Managers, (4) the Banks, (5) the Agent and (6) the Security Agent";
3.1.4
by deleting clause 7.2.19 of the Principal Agreement in its entirety and by inserting in its place the following new clause 7.2.19:
"7.2.19          Shareholdings
(a)
on the date of this Agreement:
(i)
50% of the shares in each of the Borrowers is legally and beneficially owned by Euronav HK and the remaining 50% of the shares in each Borrower is legally and beneficially owned by the Bretta Guarantor;
(ii)
the Bretta Guarantor is legally and ultimately beneficially owned by such person or persons, and in such percentages, as have been disclosed by or on behalf of the Borrowers or any other Security Party to the Agent and/or the Arranger in the negotiation of this Agreement;
(iii)
Euronav HK is a wholly-owned direct Subsidiary of the Euronav Guarantor; and
(iv)
27.95% of the shares in the Euronav Guarantor is legally and beneficially owned by Saverco NV of Belgium and 20.49% of the shares in the Euronav Guarantor is legally and beneficially owned by Tanklog Holdings Ltd of Cyprus; and
(b)
on the New Effective Date:
(i)
100% of the shares in each of the Borrowers is legally and beneficially owned by the Bretta Guarantor;
(ii)
the Bretta Guarantor is legally and ultimately beneficially owned by such person or persons and in such percentages, as have been disclosed by or on behalf of the Borrowers or any other Security Party to the Agent in the negotiation of this Agreement and the Third Supplemental Agreement;";
3.1.5
by adding the words "and on the New Effective Date" after the words "Interest Payment Date" in line 1 of clause 7.3 of the Principal Agreement;
3.1.6
by adding "(a)" after the words "clause 7.2.19" in clause 7.3 (a) of the Principal Agreement;
3.1.7
by deleting clause 10.1.26 in its entirety and by adding in its place the following new paragraph:
10.1.26
Shareholdings:

"there is any change in the legal and/or beneficial ownership and/or ultimate beneficial ownership of any of the shares of any of the Borrowers and/or the Bretta Guarantor from that existing on the New Effective Date as specified in clause 7.2.19(b); or";
3.1.8
by deleting clause 17.1.3(a) of the Principal Agreement in its entirety and by replacing it with the following new clause 17.1.3(a):
"(a)      if to the Borrowers or any of them, at:
c/o Transport Maritime SAM
Gildion Pastor Center
7 Rue du Bagian
98000 Monaco
Fax No.:          +377 979 82300
Attention:       Mr L. Pulcini / Mr S. Faina"; and
8
 
3.1.9
by deleting schedule 1 of the Principal Agreement and by inserting in its place the following new schedule 1:

Name
Lending office and contact details
Commitment ($)
BNP Paribas (also known as BNP Paribas S.A. and as transferee of BNP Paribas (Suisse) SA)
Lending Office
16 Boulevard des Italiens
75009 Paris
France
 
Address for Notices
Transportation Group Middle-Office
ACI: CAT02A1
16, rue de Hanovre
75078 Paris Cedex 02
France
Fax: +33 (0) 1 42 98 43 55
E-mail : tgmo.shipping@bnpparibas.com
70,000,000
 
Alpha Shipping Finance Limited (as transferee of Alpha Bank A.E.)
 
Address for Notices
 
c/o Wilmington Trust SP Services (London) Limited,
Third Floor, 1 King's Arms Yard,
London EC2R 7AF
United Kingdom
 
E-mail:    TTeam@WilmingtonTrust.com
Cc:          89 Akti Miaouli
185 38 Piraeus
Greece
 
Fax No:       +30 210 42 90 348
Attn:           Shipping Division, Branch 960
 
 
65,000,000
 
 
Total Commitment
 
135,000,000
 

3.2
Continued force and effect
Save as amended by this Agreement, the provisions of the Principal Agreement shall continue in full force and effect and the Principal Agreement and this Agreement shall be read and construed as one instrument.
4
Representations and warranties
4.1
Primary representations and warranties
Each of the Relevant Parties represents and warrants to the Creditors that:
4.1.1
Existing representations and warranties
9
the representations and warranties set out in clause 7 of the Principal Agreement (other than 7.2.19(d)) were true and correct on the date of the Principal Agreement and are true and correct, including to the extent that they may have been or shall be amended by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date;
4.1.2
Corporate power
each of the Relevant Parties has power to execute, deliver and perform its obligations under the Relevant Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken by each of the Relevant Parties to authorise the execution, delivery and performance of the Relevant Documents to which it is or is to be a party;
4.1.3
Binding obligations
the Relevant Documents to which it is or is to be a party constitute valid and legally binding obligations of each of the Relevant Parties enforceable in accordance with their terms;
4.1.4
No conflict with other obligations
the execution, delivery and performance of the Relevant Documents to which it is or is to be a party by each of the Relevant Parties will not (i) contravene any existing law, statute, rule or regulation or any judgment, decree or permit to which any of the Relevant Parties is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Relevant Parties is a party or is subject or by which it or any of its property is bound or (iii) contravene or conflict with any provision of the memorandum and articles of association or other constitutional documents of any of the Relevant Parties or (iv) result in the creation or imposition of or oblige any of the Relevant Parties to create any Encumbrance (other than a Permitted Encumbrance) on any of the undertaking, assets, rights or revenues of any of the Relevant Parties;
4.1.5
No filings required
save for the registration of the New Mortgages with the New Register and the registration of the New Eugenie Technical Manager's Undertaking and the New Devon Technical Manager's Undertaking with the Accounting and Corporate Regulatory Authority in Singapore, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Relevant Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Relevant Documents and each of the Relevant Documents is in proper form for its enforcement in the courts of each Relevant Jurisdiction;
4.1.6
Choice of law
the choice of English law to govern the Relevant Documents (other than the New Mortgages), the choice of the law of the relevant Flag State to govern the New Mortgages and the submission therein by the Relevant Parties to the non‑exclusive jurisdiction of the English courts are valid and binding; and
4.1.7
Consents obtained
every consent, authorisation, licence or approval of, or registration or declaration to, governmental or public bodies or authorities or courts required by any of the Relevant Parties in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Relevant Documents to which it is or will become a party or the performance by any of the Relevant Parties of their respective obligations under the Relevant Documents to which it is a party has been obtained or made and is in full force and effect and there has been no default in the observance of any conditions or restrictions (if any) imposed in, or in connection with, any of the same.
10

4.2
Repetition of representations and warranties
Each of the representations and warranties contained in clause 4.1 of this Agreement and clause 7 of the Principal Agreement shall be deemed to be repeated by the Relevant Parties on the Effective Date as if made with reference to the facts and circumstances existing on such day.
5
Conditions
5.1
Documents and evidence
The consents and waiver of the Creditors, the discharges of the Existing Mortgages, the Releases and the other arrangements referred to in clause 2 shall be subject to the receipt by the Agent or its duly authorised representative, on or before      June 2016, of the documents and evidence specified in Schedule 2 in form and substance satisfactory to the Agent.
5.2
General conditions precedent
The consents and waiver of the Creditors, the discharges of the Existing Mortgages, the Releases and the other arrangements referred to in clause 2 shall be further subject to:
5.2.1
the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and
5.2.2
no Event of Default having occurred and 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 Creditors and may be waived by the Agent (acting on the instructions of the Majority Banks) in whole or in part with or without conditions.
5.4
Conditions subsequent

Each of the Borrowers and the Corporate Guarantor hereby undertake with the Agent to deliver or cause to be delivered to the Agent within 30 days after the Effective Date evidence satisfactory to the Agent in its sole discretion that the transfer of shares of each Borrower from Euronav HK to the Corporate Guarantor has been successfully completed (and that the Corporate Guarantor owns 100% of the shares in each Borrower) together with the registration of any such transfer with the company's registry of each such Borrower and (if required) with any competent Hong Kong authorities.

6
Relevant Parties' confirmations
6.1
Security Documents
Each of the Relevant Parties hereby confirms its consent to the amendments to the Principal Agreement and to the consents and the waiver of the Creditors, the discharges of the Existing Mortgages, the Releases and the other arrangements contained in this Agreement and further acknowledges and agrees that:
6.1.1
each of the Security Documents to which such Relevant Party is a party, and its obligations thereunder, shall remain and continue in full force and effect (subject to their discharge or release under the Releases at the time made) notwithstanding the said amendments made to the Principal Agreement and the consents and the waiver of the Creditors, the discharges of the Existing Mortgages, the Releases and the other arrangements contained in this Agreement; and
6.1.2
with effect from the Effective Date, references to "the Agreement" or the "the Loan Agreement" (or such other equivalent or similar references) in any of the other Security Documents to which such Relevant Party is a party shall henceforth be references to the Principal Agreement, as amended and supplemented by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Borrowers hereunder.
11

7
Fees and Expenses
7.1
Fees
The Borrowers shall pay to the Agent for the account of the Banks in equal shares between them, an upfront amendment fee of $50,000 on the date of this Agreement.
7.2
Expenses
The Borrowers jointly and severally agree to pay to the Agent on a full indemnity basis on demand all expenses (including legal and out-of-pocket expenses) incurred by the Creditors or any of them:
7.2.1
in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and the other Relevant Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement or the other Relevant Documents; and
7.2.2
in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under this Agreement or the other Relevant Documents or otherwise in respect of the monies owing and obligations incurred under this Agreement and the other Relevant Documents,
together with interest at the rate and in the manner referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment).
7.3
Value Added Tax
All fees and expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Creditors or any of them under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.
7.4
Stamp and other duties
Each of the Borrowers jointly and severally agree to pay to the Agent on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes (other than taxes on the overall net income, profits or gains of the Creditors imposed in the jurisdiction in which such Creditors' principal or lending office under the Loan Agreement is located) payable by the Creditors or any of them) imposed on or in connection with this Agreement and the other Relevant Documents and shall indemnify the Creditors against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.
8
Miscellaneous and notices
8.1
Notices
The provisions of clause 17 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder as if the same were expressly stated herein and for this purpose any notices to be sent to the Borrowers, the Corporate Guarantor, the New Managers or any of them hereunder shall be sent to the same address as the address indicated for the "Borrowers" in the said clause 17.
12

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
Borrowers' obligations
Notwithstanding anything to the contrary contained in this Agreement, the agreements, obligations and liabilities of the Borrowers herein contained are joint and several and shall be construed accordingly. Each of the Borrowers agrees and consents to be bound by this Agreement notwithstanding that the other Borrower which was intended to sign or be bound may not do so or be effectually bound and notwithstanding that this Agreement may be invalid or unenforceable against the other Borrower whether or not the deficiency is known to the Creditors or any of them. The Creditors shall be at liberty to release either of the Borrowers from this Agreement and to compound with or otherwise vary the liability or to grant time and indulgence to make other arrangements with either of the Borrowers without prejudicing or affecting the rights and remedies of the Creditors against the other Borrower.
9
Applicable law
9.1
Law
This Agreement and any non-contractual obligations in connection with this Agreement are governed by and shall be construed in accordance with English law.
9.2
Submission to jurisdiction
Each of the Relevant Parties agrees, for the benefit of the Creditors, that any legal action or proceedings arising out of or in connection with this Agreement (including any non-contractual obligations connected with this Agreement) against any of the Relevant Parties or any of its assets may be brought in the English courts. Each of the Relevant Parties irrevocably and unconditionally submits to the jurisdiction of such courts and each of the Relevant Parties (other than the Euronav Guarantor, the Outgoing Technical Manager and the Outgoing Commercial Manager) irrevocably designates, appoints and empowers Unisea Maritime Ltd. at present of 14 Headfort Place, London, SW1A 7DH, England and each of the Euronav Guarantor, the Outgoing Technical Manager and the Outgoing Commercial Manager irrevocably designates, appoints and empowers Euronav (UK) Agencies Ltd at present of 1st floor, 99 Kings Road, London SW3 4PA, United Kingdom, each, in each case to receive for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Creditors or any of them to take proceedings against any of the Relevant Parties in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties hereto further agree that only the Courts of England and not those of any other State shall have jurisdiction to determine any claim which any of the Relevant Parties may have against the Creditors or any of them arising out of or in connection with this Agreement (including any non-contractual obligations connected with this Agreement).
9.3
Contracts (Rights of Third Parties) Act 1999
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed as a deed on the date first above written.
13

Schedule 1
 Names and addresses of the Banks


 
Name
 
 
Address for Notices
 
BNP Paribas (also known as BNP Paribas S.A. and as transferee of BNP Paribas (Suisse) SA)
 
BNP Paribas S.A.
Transportation Group Middle-Office
ACI : CAT02A1
16, rue de Hanovre
75078 Paris Cedex 02
France
 
Fax:          +33 (0) 1 42 98 43 55
E-mail :          tgmo.shipping@bnpparibas.com
 
 
Alpha Shipping Finance Limited (as transferee of Alpha Bank A.E.
 
c/o Wilmington Trust SP Services (London) Limited,
Third Floor, 1 King's Arms Yard,
London EC2R 7AF
United Kingdom
 
E-mail:    TTeam@WilmingtonTrust.com
Cc:          89 Akti Miaouli
185 38 Piraeus
Greece
 
Fax No:       +30 210 42 90 348
Attn:           Shipping Division, Branch 960
 


14

Schedule 2
 Documents and evidence required as conditions precedent
(referred to in clause 5.1)

1
Corporate authorisation
In relation to each of the Relevant Parties (other than the Outgoing Guarantor and the Outgoing Managers):
(a)
Constitutional documents
copies certified by an officer of each Relevant Party, as a true, complete and up to date copies, of all documents which contain or establish or relate to the constitution of that party or a secretary's certificate confirming that there have been no changes or amendments to the constitutional documents certified copies of which were previously delivered to the Agent pursuant to the Principal Agreement;
(b)
Resolutions
copies of resolutions of each of its board of directors and, if required, its shareholders approving such of the Relevant Documents to which it is or is to be a party and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of each such party's obligations thereunder, certified by an officer of each such Relevant Party, as:
(i)
being true and correct;
(ii)
being duly passed at meetings of the directors or adopted of such Relevant Party and of the shareholders/stockholders of such Relevant Party, each duly convened and held;
(iii)
not having been amended, modified or revoked; and
(iv)
being in full force and effect,
together with originals or certified copies of any powers of attorney issued by such Relevant Party pursuant to such resolutions; and
(c)
Certificate of incumbency
a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified by an officer of such Relevant Party to be true, complete and up to date;
2
Consents
a certificate from an officer of each Relevant Party (other than the Outgoing Guarantor and the Outgoing Managers) stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party (other than the Outgoing Guarantor and the Outgoing Managers) to authorise, or are required by such Relevant Party (other than the Outgoing Guarantor and the Outgoing Managers) or any other party (other than the Creditors) in connection with, the execution, delivery, and performance of the Relevant Documents to which it is or will be a party;
15

3
Ship conditions
evidence that each Ship:
(a)
Registration and encumbrances
is registered in the name of the relevant Borrower in the New Register and that each Ship and its Earnings, Insurances and the Requisition Compensation (each as defined in the relevant New General Assignment) are free from Encumbrances (other than Permitted Encumbrances);
(b)
Insurance
is insured in accordance with the provisions of the relevant New Mortgage and all requirements of the Loan Agreement and the relevant New Mortgage in respect of such insurances have been complied with; and
(c)
Classification
maintains the relevant Classification free of all requirements and recommendations of the relevant Classification Society;
4
New Security Documents
the New Bretta Guarantee, the New Mortgages, the New General Assignments and the New Manager's Undertakings, each duly executed;
5
Mortgages registration
evidence that each New Mortgage has been, or will simultaneously with the discharge of the relevant Existing Mortgage be, registered against the relevant Ship through the New Register;
6
Deletion
a copy, certified by an officer of the Borrowers, as a true, complete and up to date copy of, the deletion certificate issued in relation to the deletion of each Ship from its Existing Register;
7
Legal opinions
such legal opinions as the Agent shall in its reasonable discretion deem appropriate;
8
Relevant Documents
the Relevant Documents (together with any other documents to be executed pursuant thereto), each duly executed;
9
Fees
payment of any fees due from the Borrowers to any of the Creditors pursuant to the terms of clause 7.1 or any other provisions of the Security Documents;
10
Transfer of shares
certified copies of:
the instrument of transfer of 50% of shares of each of the Borrowers duly executed by Euronav HK in favour of the Corporate Guarantor and any applicable sale and purchase agreement or other similar document, duly executed by Euronav HK and the Corporate Guarantor;
16

11
Insurance notices
a notice of assignment of insurances in six (6) originals signed by the Borrowers and the New Managers, each in the form prescribed by each New General Assignment and each New Manager's Undertaking, respectively; and
12
Process agent
a letter from each of the Relevant Parties' agent for receipt of service of proceedings accepting its appointment under the Relevant Documents in which it is or is to be appointed as such Relevant Party's process agent.
17

Schedule 3
 Form of General Assignment

18

Schedule 4
 Form of Manager's Undertaking

19

Schedule 5
 Form of Corporate Guarantee

20
EXECUTION PAGES
BORROWERS
 
EXECUTED as a DEED by S. Faina
for and on behalf of
FONTVIELLE SHIPHOLDING LIMITED
in the presence of:
 
/s/ Erika Montanaro
 
 
)
)
)
)
 )
/s/ S. Faina
S. Faina
Attorney-in-Fact
Witness
Name:  Erika  Montanaro
Address:  Rue Du Coban Mona 9800
Occupation: Legal Assistant
    
     
EXECUTED as a DEED by S. Faina
for and on behalf of
MONEGHETTI SHIPHOLDING LIMITED
in the presence of:
 
/s/ Erika Montanaro
 
)
)
)
)
)
/s/ S. Faina
S. Faina
Attorney-in-Fact
Witness
Name:  Erika  Montanaro
Address:  Rue Du Coban Mona 9800
Occupation: Legal Assistant
    
     
     
Security Parties
 
EXECUTED as a DEED by
for and on behalf of
EURONAV N.V.
as Outgoing Guarantor
in the presence of:
 
 
 
 
)
)
)
)
 )
 
__________________
Attorney-in-Fact
Witness
Name: 
Address: 
Occupation:
   
     
     
EXECUTED as a DEED by S. Faina
for and on behalf of
BRETTA TANKER HOLDINGS INC.
in the presence of:
 
/s/ Erika Montanaro
 
 
)
)
)
)
/s/ S. Faina
S. Faina
Attorney-in-Fact
Witness
Name:  Erika  Montanaro
Address:  Rue Du Coban Mona 9800
Occupation: Legal Assistant
    
     
     
 
 
 

21
 
 
Security Parties
 
EXECUTED as a DEED by
for and on behalf of
EURONAV N.V.
as Outgoing Guarantor
in the presence of:
 
/s/ Anja Goris
 
 
)
)
)
)
 )
/s/________/Hugo De Stoop
___________/Hugo De Stoop
Attorney-in-Fact
Members of the Exec utive Committee
Witness
Name:  Anja Goris
Address:  _________________
Occupation:  Secretary General
    
     
     
EXECUTED as a DEED by
for and on behalf of
BRETTA TANKER HOLDINGS INC.
in the presence of:
 
 
 
 
)
)
)
)
 
___________________
Attorney-in-Fact
Witness
Name: 
Address: 
Occupation:
   
     
     
 
 

 
22
 
 
EXECUTED as a DEED by
for and on behalf of
EURONAV N.V.
as Outgoing Guarantor
in the presence of:
 
 
 
 
)
)
)
)
 )
 
/s/________/ Hugo De Stoop
__________/ Hugo De Stoop
Attorney-in-Fact
Mermbers of the Executive Committee
Witness
Name:  Anja Goris
Address: 
Occupation:  Secretary General
    
     
     
EXECUTED as a DEED by STAMATIOS BOURBOULIS
for and on behalf of
EURONAV SHIPMANAGEMENT (HELLAS) LTD.
as Outgoing Technical Manager
in the presence of:
 
/s/ Amalia Adamidou
 
 
)
)
)
)
 
/s/ Stamatios Bourboulis
Stamatios Bourboulis
Attorney-in-Fact
Witness
Name:   Amalia Adamidou
Address:  Akti Miaouli 69, 185 37 Piraeus, Greece
Occupation:
   
     
     
SIGNED, SEALED and DELIVERED as a DEED by
a duly authorised attorney of
ANGLO-EASTERN SHIP MANAGEMENT
(SINGAPORE) PTE LTD
as New Technical Manager
in the presence of:
 
 
 
 
)
)
)
)
 
________________________
Attorney-in-Fact
Witness
Name: 
Address: 
Occupation: 
   
     
     
EXECUTED as a DEED by
for and on behalf of
C TRANSPORT HOLDING LTD.
as New Commercial Manager
in the presence of:
 
 
 
 
)
)
)
)
 
 
________________________
Attorney-in-Fact
Witness
Name: 
Address: 
Occupation: 
   
     
     

23
 
SIGNED, SEALED and DELIVERED as a DEED by
a duly authorised attorney of
ANGLO-EASTERN SHIP MANAGEMENT
(SINGAPORE) PTE LTD
as New Technical Manager
in the presence of:
 
/s/ Amber Wan
 
 
)
)
)
)
 
________________________
Attorney-in-Fact
Witness
Name:  Amber Wan
Address:  23/F., 348 Queen's Road East, Wanchai, Hong Kong 
Occupation:   Manager, Risk Management Administration
    
   
     
EXECUTED as a DEED by Luigi Pulcini
for and on behalf of
C TRANSPORT HOLDING LTD.
as New Commercial Manager
in the presence of:
 
/s/ Erika Montanaro
 
 
)
)
)
)
 
 
/s/ Luigi Pulcini
Luigi Pulcini
Attorney-in-Fact
Witness
Name:  Erika Montanaro
Address:  7, Rue Du Coban Mona 9800
Occupation:  Legal Assistant
    
     
     

 
 
24
 
ARRANGER AND ACCOUNT BANK
 
 
SIGNED by
for and on behalf of
BNP PARIBAS (SUISSE) SA
as Arranger and Account Bank
 
 
)
)
)
)
 )
/s/ Emmanouil Chamilothoris
Emmanouil Chamilothoris
Norton Rose Fulbright Greece
Attorney-in-Fact
     
   
SECURITY AGENT
 
 
SIGNED by
for and on behalf of
BNP PARIBAS
(also known as BNP PARIBAS S.A. and as replacement of
BNP PARIBAS (SUISSE) SA)
as Security Agent
 
 
)
)
)
)
 )
/s/ Emmanouil Chamilothoris
Emmanouil Chamilothoris
Norton Rose Fulbright Greece
Attorney-in-Fact
     
     
BANKS
 
SIGNED by
for and on behalf of
ALPHA SHIPPING FINANCE LIMITED as transferee
of ALPHA BANK A.E.
as Arranger and Account Bank
 
 
)
)
)
)
 )
/s/ Emmanouil Chamilothoris
Emmanouil Chamilothoris
Norton Rose Fulbright Greece
Attorney-in-Fact
     
     
SIGNED by
for and on behalf of
BNP PARIBAS (also know as BNP PARIBAS S.A.
and as transferee of BNP PARIBAS (SUISSE) (SA)
as Bank
)
)
)
)
 )
/s/ Emmanouil Chamilothoris
Emmanouil Chamilothoris
Norton Rose Fulbright Greece
Attorney-in-Fact
     
     
AGENT
 
SIGNED by
for and on behalf of
BNP PARIBAS (also know as BNP PARIBAS S.A.
and as transferee of BNP PARIBAS (SUISSE) (SA)
as Agent
 
)
)
)
)
 )
/s/ Emmanouil Chamilothoris
Emmanouil Chamilothoris
Norton Rose Fulbright Greece
Attorney-in-Fact
 
 
 
25
 EX-4.21 7 d7461369_ex4-21.htm
Exhibit 4.21
 
Execution Version
SUPPLEMENTAL LETTER
To:
Fiorano Shipholding Limited
c/o Euronav NV
De Gerlachekaai 20
2000 Antwerp
Belgium
Fax No: +32 3 247 4409
as Borrower
and
Euronav NV
De Gerlachaekaai 20
B-2000 Antwerp
Belgium
Fax No:  +32 3 247 4409
as Guarantor
1 June 2016
Dear Sirs
Loan Facility of up to US$76,000,000 to Fiorano Shipholding Limited
We refer to the loan agreement dated 23 October 2008 (as amended) (the "Loan Agreement") made between (i) Fiorano Shipholding Limited as Borrower, (ii) the banks and financial institutions listed in Schedule 1 to the Loan Agreement as Lenders and (iii) The Bank of Nova Scotia as Agent and Security Trustee.
Word and expressions defined in the Loan Agreement shall have the same meanings when used herein.
1
The Borrower has requested the consent of the Lenders to certain matters including:
(a)
the transfer by Bretta Tankers as shareholder of fifty per cent. of the legal title and beneficial ownership of the share capital of the Borrower (the "Bretta Shares") to Euronav Hong Kong Limited; and
(b)
the release of Guarantor A and the Counter Guarantor from their Guarantees.
2
Subject to the terms and conditions of this letter, the Lenders confirm their agreement to the Borrower's requests in paragraph 1 subject to fulfilment of the conditions set out in paragraph 6 below on or prior to 15 June 2016 (or such later date as the Agent (acting on the instructions of the Majority Lenders) may agree with the Borrower) and to the Borrower's compliance with paragraph 7, and, subject to satisfaction of such conditions, the changes shall take effect from the date the said conditions are satisfied (the "Effective Date").
3
With effect from the Effective Date the Loan Agreement shall be amended as follows:
(a)
by deleting the definitions of "Guarantee A", "Guarantor A", "Counter Guarantee", "Counter Guarantor" and "Guarantee Nomination Letter" in clause 1.1 (Definitions) of the

Loan Agreement and, with effect from the Effective Date, Guarantor A and the Counter Guarantor shall be released from their obligations under their Guarantees:
(b)
by construing the definition of "Guarantee" as referring to "Guarantee B";
(c)
by construing the definition of "Guarantors" as referring to "Guarantor B";
(d)
by deleting the definition of "Security Party" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Security Party"  means the Guarantor, the Shareholder and any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of "Finance Documents";"
(e)
by deleting the definition of "Shareholder" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Shareholder" means Euronav Hong Kong.
(f)
by deleting the definition of "Business Day" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Business Day" means a day on which banks are open in London, Brussels and Dublin and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;
(g)
by construing clause 10.3 (Share capital and ownership) of the Loan Agreement so as to refer to the two shares being held free of any Security Interest by Euronav Hong Kong and no shares being held by Bretta Tankers;
4
With effect from the Effective Date the Guarantee of Euronav NV as Guarantor B shall be amended as follows:
(i)
by deleting clause 2.1 (Guarantee and Indemnity) of the Guarantee and replacing it with the following new clause 2.1:
"2.1          Guarantee and Indemnity.
The Guarantor unconditionally and irrevocably:
(a)
guarantees to the Creditor Parties the due payment on demand of the Guaranteed Obligations;
(b)
undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrower when payable; and
(c)
as principal obligor and as a separate independent obligation and liability from its obligations and liabilities under clauses (a) and (b) agrees to fully indemnify and keep indemnified the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party arising out of or in connection with any failure of the Borrower to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Obligations or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable,
2

invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party would otherwise have been entitled to recover."
(ii)
by deleting clauses 2.3 (Limitation of Liability), 2.4 (Termination of Limitation of Liability) and 2.5 (Guarantee of whole amount) of the Guarantee;
(iii)
by deleting clause 3.1 (Principal and Independent Debtor) of the Guarantee and replacing it with the following new clause 3.1:
"3.1          Principal and independent debtor.
The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety."
(iv)
by deleting the words "Subject always to the 50 per cent. limitation referred to in Clause 2.3 and subject to the provisions of Clause 2.4 with respect to that limitation" from clause 4.1 (Costs of preservation of rights, enforcement etc.);
(v)
by amending the references to 50 per cent. in clause 11.13 (Maintenance of ownership of Borrower) to refer to 100 per cent.;
(vi)
by deleting the words "Subject always to the 50 per cent. limitation referred to in Clause 2.3 and subject to the provisions of Clause 2.4 with respect to that limitation" from clause 12.1 (Judgments relating to Loan Agreement); and
5
With effect from the Effective Date the Negative Pledge shall be amended to delete the reference to Bretta Tankers.
6
The conditions referred to in paragraph 2 above are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers:
(a)
for each of the Borrower and Guarantor, documents of the kind specified in Schedule 3, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and supplemented by this Letter and updated with appropriate modifications to refer to this Letter or, in the case of the documents of the kind specified in Schedule 3, Part A, paragraph 2 of the Loan Agreement, confirmation that they have not been amended since the date on which copies were provided to the Agent pursuant to the Loan Agreement and that those documents remain in full force and effect;
(b)
an executed original of this Letter;
(c)
confirmation from the Borrower that ownership of the Bretta Shares have been registered in the name of Euronav Hong Kong;
(d)
such further documents as the Agent or the Lenders may require for their "know your customer" and other customer money laundering checks in relation to the Borrower and Euronav Hong Kong;
(e)
favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Hong Kong and Belgium and such other relevant jurisdictions as the Agent may require; and
(f)
any further opinions, consents, agreements and documents in connection with this letter which the Agent may request by notice to the Borrower prior to the Effective Date.
3

7
The Borrower undertakes to procure that the Agent shall receive within 10 Business Days after the date on which the conditions set out in paragraph 4 above are fulfilled (or such later date as the Agent (acting on the instructions of the Majority Lenders) may specify) evidence that ownership of the Bretta Shares has been registered in the name of Euronav Hong Kong.
8
All other terms and conditions of the Loan Agreement and the other Finance Documents are to remain in full force and effect.
9
This Letter may be executed in any number of counterparts.
10
This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English Law.  The provisions of clause 30.2 (Exclusive English jurisdiction) to 30.6 (Meaning of "proceedings") (inclusive) of the Loan Agreement shall be incorporated into this letter as if set out in full herein with references to this Agreement construed as references to this letter.
Please confirm your agreement to this letter by signing below.

/s/ Philippos Arcoumanis
for and on behalf of
THE BANK OF NOVA SCOTIA
as Agent for the Lenders
 
  
Philippos Arcoumanis
Attorney-in-Fact
4

We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof and confirm that the Finance Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for our obligations under the Loan Agreement.
/s/Egied Verbeeck, attorney-in-fact
for and on behalf of
FIORANO SHIPHOLDING LIMITED
as Borrower
1 June 2016
    



We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Finance Documents, including for the avoidance of doubt the Guarantee to which we are a party, shall remain in full force and effect and shall continue to secure the obligations of the Borrower under the Loan Agreement.
 
/s/ Egied Verbeeck
for and on behalf of
EURONAV NV
as Guarantor
1 June 2016
 
  
/s/ Hugo De Stoop
Members Executive Committee
 


5
 EX-4.22 8 d7461371_ex4-22.htm

Exhibit 4.22

SUPPLEMENTAL LETTER
To:
Larvotto Shipholding Limited
c/o Euronav NV
De Gerlachekaai 20
2000 Antwerp
Belgium
Fax No: +32 3 247 4409
as Borrower
and
Euronav NV
De Gerlachaekaai 20
B-2000 Antwerp
Belgium
Fax No:  +32 3 247 4409
as Guarantor
1 June, 2016
Dear Sirs
Loan Facility of US$67,500,000 to Larvotto Shipholding Limited
We refer to the loan agreement dated 29 August 2008 (as amended) (the "Loan Agreement") made between (i) Larvotto Shipholding Limited as Borrower, (ii) the banks and financial institutions listed in Schedule 1 to the Loan Agreement as Lenders, (iii) BNP Paribas S.A. as Lead Arranger and (iv) BNP Paribas S.A. as Agent and Security Trustee.
Word and expressions defined in the Loan Agreement shall have the same meanings when used herein.
1
The Borrower has requested the consent of the Lenders to certain matters including:
(a)
the transfer by Bretta Tankers as shareholder of fifty per cent. of the legal title and beneficial ownership of the share capital of the Borrower (the "Bretta Shares") to Euronav Hong Kong Limited; and
(b)
the release of Guarantor A and the Counter Guarantor from their Guarantees.
2
Subject to the terms and conditions of this letter, the Lenders confirm their agreement to the Borrower's requests in paragraph 1 subject to fulfilment of the conditions set out in paragraph 6 below on or prior to 15 June 2016 (or such later date as the Agent (acting on the instructions of the Majority Lenders) may agree with the Borrower) and to the Borrower's compliance with paragraph 7, and, subject to satisfaction of such conditions, the changes shall take effect from the date the said conditions are satisfied (the "Effective Date").
3
With effect from the Effective Date the Loan Agreement shall be amended as follows:
 


(a)
by deleting the definitions of "Guarantee A", "Guarantor A", "Counter Guarantee" and "Counter Guarantor" in clause 1.1 (Definitions) of the Loan Agreement and all references thereto throughout the Loan Agreement and, with effect from the Effective Date, Guarantor A and the Counter Guarantor shall be released from their obligations under their Guarantees:
(b)
by construing the definition of "Guarantee" as referring to "Guarantee B";
(c)
by construing the definition of "Guarantors" as referring to "Guarantor B";
(d)
by deleting the definition of "Security Party" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Security Party"  means the Guarantor, the Shareholder and any person other than the Borrower (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of "Finance Documents";"
(e)
by deleting the definition of "Shareholder" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Shareholder" means Euronav Hong Kong.
(f)
by deleting the definition of "Business Day" in clause 1.1 (Definitions) of the Loan Agreement and replacing it with the following new definition:
"Business Day" means a day on which banks are open in London, Brussels, Dublin, Paris and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;
(g)
by construing clause 10.3 (Share capital and ownership) of the Loan Agreement so as to refer to the two shares being held free of any Security Interest by Euronav Hong Kong and no shares being held by Bretta Tankers;
4
With effect from the Effective Date the Guarantee of Euronav NV as Guarantor B shall be amended as follows:
(i)
by deleting clause 2.1 (Guarantee and Indemnity) of the Guarantee and replacing it with the following new clause 2.1:
"2.1          Guarantee and Indemnity.
The Guarantor unconditionally and irrevocably:
(a)
guarantees to the Creditor Parties the due payment on demand of the Guaranteed Obligations;
(b)
undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrower when payable; and
(c)
as principal obligor and as a separate independent obligation and liability from its obligations and liabilities under clauses (a) and (b) agrees to fully indemnify and keep indemnified the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party arising out of or in connection with any failure of the
2

Borrower to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Obligations or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party would otherwise have been entitled to recover."
(ii)
by deleting clauses 2.3 (Limitation of Liability) and 2.4 (Guarantee of whole amount) of the Guarantee;
(iii)
by deleting clause 3.1 (Principal and Independent Debtor) of the Guarantee and replacing it with the following new clause 3.1:
"3.1          Principal and independent debtor.
The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety."
(iv)
by deleting the words "Subject always to the 50 per cent. limitation referred to in Clause 2.3" from clause 4.1 (Costs of preservation of rights, enforcement etc.);
(v)
by amending the references to 50 per cent. in clause 11.13 (Maintenance of ownership of Borrower) to refer to 100 per cent.;
(vi)
by deleting the words "Subject always to the 50 per cent. limitation referred to in Clause 2.3" from clause 12.1 (Judgments relating to Loan Agreement); and
5
With effect from the Effective Date the Negative Pledge shall be amended to delete the reference to Bretta Tankers.
6
The conditions referred to in paragraph 2 above are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers:
(a)
for each of the Borrower and Guarantor, documents of the kind specified in Schedule 3, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and supplemented by this Letter and updated with appropriate modifications to refer to this Letter or, in the case of the documents of the kind specified in Schedule 3, Part A, paragraph 2 of the Loan Agreement, confirmation that they have not been amended since the date on which copies were provided to the Agent pursuant to the Loan Agreement and that those documents remain in full force and effect;
(b)
an executed original of this Letter;
(c)
confirmation from the Borrower that ownership of the Bretta Shares have been registered in the name of Euronav Hong Kong;
(d)
such further documents as the Agent or the Lenders may require for their "know your customer" and other customer money laundering checks in relation to the Borrower and Euronav Hong Kong;
(e)
favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Hong Kong and Belgium and such other relevant jurisdictions as the Agent may require; and
3


(f)
any further opinions, consents, agreements and documents in connection with this letter which the Agent may request by notice to the Borrower prior to the Effective Date.
7
The Borrower undertakes to procure that the Agent shall receive within 10 Business Days after the date on which the conditions set out in paragraph 4 above are fulfilled (or such later date as the Agent (acting on the instructions of the Majority Lenders) may specify) evidence that ownership of the Bretta Shares has been registered in the name of Euronav Hong Kong.
8
All other terms and conditions of the Loan Agreement and the other Finance Documents are to remain in full force and effect.
9
This Letter may be executed in any number of counterparts.
10
This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English Law.  The provisions of clause 30.2 (Exclusive English jurisdiction) to 30.6 (Meaning of "proceedings") (inclusive) of the Loan Agreement shall be incorporated into this letter as if set out in full herein with references to this Agreement construed as references to this letter.
Please confirm your agreement to this letter by signing below.


/s/Philippos Arcoumanis
Philippos Arcoumanis, Attorney-in-Fact
for and on behalf of
BNP PARIBAS S.A.
as Agent for the Lenders
4

We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof and confirm that the Finance Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for our obligations under the Loan Agreement.
/s/Egied Verbeeck
Egied Verbeeck, Attorney-in-Fact
for and on behalf of
LARVOTTO SHIPHOLDING LIMITED
as Borrower
1 June 2016

We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Finance Documents, including for the avoidance of doubt the Guarantee to which we are a party, shall remain in full force and effect and shall continue to secure the obligations of the Borrower under the Loan Agreement.
/s/Egied Verbeeck/Hugo De Stoop
Egied Verbeeck/Hugo De Stoop
Members Executive Committee
for and on behalf of
EURONAV NV
as Guarantor
 1 June 2016

5
 EX-4.23 9 d7461380_ex4-23.htm
Exhibit 4.23
 
Supplemental letter to the $750,000,000 facility agreement dated 19 August 2015

Euronav NV
de Gerlachekaai 20
B-2000 Antwerp
Belgium
Date:    30 August 2016
Dear Sirs
$750,000,000 facility agreement dated 19 August 2015
1.
We refer to the loan agreement (the "Loan Agreement") dated 19 August 2015 made between (1) yourselves as borrower, (2) the banks and financial institutions listed in schedule 1 thereto as original lenders, (3) ABN AMRO Bank N.V., DNB Bank ASA, ING Bank N.V. Nordea Bank Norge ASA and Skadinaviska Enskilda Banken AB (publ) as bookrunners and mandated lead arrangers, (4) Credit Agricole Corporate and Investment Bank as lead arranger, (5) KBC Bank NV, Scotiabank Europe plc and Societe Generale as co-arrangers, (6) the banks and financial institutions listed in schedule 2 thereto as swap providers, (7) Nordea Bank Norge ASA and DNB Bank ASA as co-ordinators, (8) Nordea Bank Norge ASA as agent and (9) Nordea Bank Norge ASA as security agent, providing for the making available to you of a revolving credit facility and an acquisition facility in the aggregate amount of $750,000,000.
2.
This letter is supplemental to the Loan Agreement and the other Finance Documents which shall be read and construed together with this letter. Expressions defined in the Loan Agreement shall have the same meanings when used in this letter.
3.
You have requested that the Lenders consent to Clause 5.2 of the Loan Agreement being amended as set out in paragraph 4 below such that the scheduled reductions in connection with the Acquisition Facility are aligned .
4.
Upon and with effect from the date of your acceptance of this letter (by signing and dating the acknowledgment below), Clause 5.2 of the Loan Agreement shall be amended to read as follows:
"5.2          Scheduled reduction of Facilities
Subject to such scheduled reduction amounts being reduced in accordance with Clause 6.9.5(b), the Facilities shall be subject to scheduled reductions as follows:
5.2.1
the Total Revolving Credit Facility Commitments shall be reduced:
(a)
on the date falling 6 months after the Closing Date; and
(b)
on each of the dates falling at 6 monthly intervals thereafter,
in the case of the first 12 reductions, by the sum of $40,000,000 and in the case of the 13th and final reduction, by the sum of $20,000,000;
5.2.2
subject to Clause 5.4, the Available Tranche Amount in relation to each Acquisition Vessel (and the Total Acquisition Facility Commitments) shall be reduced:
(a)
on the date falling 6 months after the Drawdown Date of the first Advance made in respect of that Acquisition Vessel;
(b)
on each of the dates falling at 6 monthly intervals thereafter up to 19 August 2016 (the "Relevant Date");
(c)
on the date falling 6 months after the Relevant Date; and
(d)
on each of the dates falling at 6 monthly intervals thereafter,
in each case by an amount equal to 1/30th of the amount of such first Advance.".
5.
All references in the Loan Agreement to "this Agreement" and all references in each of the Finance Documents to the "Loan Agreement" (or similar expressions) shall be construed as references to the Loan Agreement as amended by this letter.
6.
This letter shall be deemed to constitute a Finance Document.
7.
Save as expressly amended hereby, all other terms and conditions of the Loan Agreement and the Finance Documents shall remain unaltered in full force and effect.
8.
All costs, charges and expenses incurred by us in connection with the negotiation, preparation and  execution of this letter shall be reimbursed by you to us in accordance with Clause 18.2 of the Loan Agreement.
9.
This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the provisions of Clauses 30.2 to 30.6 of the Loan Agreement shall extend and apply hereto as if the same were (mutatis mutandis) expressly set out in this letter.
Please confirm your agreement to this letter by signing and dating the acknowledgment below on a copy of this letter and returning it to us.
 
Yours faithfully
Nordea Bank Norge ASA

/s/ Knut S. Hongseth
  
/s/ Henrik Lund
..............................................................................................
    
By:
Knut S. Hongseth
  
Henrik Lund
Title:
Senior Vice President
  
Vice President

ABN AMRO Bank N.V.

/s/ A.C.A.J. Biesbroeck
  
/s/ P.R. Vogelzang
..............................................................................................
    
By:
A.C.A.J. Biesbroeck
  
P.R. Vogelzang
Title:
      

Belfius Bank NV/SA

/s/ Piet Cordonnier
  
/s/ Thierry Blanpain
..............................................................................................
    
By:
Piet Cordonnier
  
Thierry Blanpain
Title:
Company Lawyer
Belfius Bank NV/SA
  
Head of Project Finance Energy
Specialised Finance
Belfius Bank S.A.


Credit Agricole Corporate and Investment Bank

/s/ Justin Lande
    
..............................................................................................
    
By:
Justin Lande
    
Title:
Managing Director
Head of London Ship Finance
    


DNB (UK) Limited

/s/ Kay Newman
  
/s/ Danielle Eastop
..............................................................................................
    
By:
Kay Newman
  
Danielle Eastop
Title:
Authorised Signatory
  
Authorised Signatory


HSBC Bank plc

/s/ Antenis Lamnides
    
..............................................................................................
    
By:
Antenis Lamnides
    
Title:
Senior Relationship Manager Shipping
    


ING Bank N.V.

/s/ Peter de Jong
  
/s/ Ben Dijkhuizen
..............................................................................................
    
By:
Peter de Jong
  
Ben Dijkhuizen
Title:
Director
  
Director

KBC Bank NV

/s/ Anja Goris
  
/s/ Paul Verheyen
..............................................................................................
    
By:
Anja Goris
  
Paul Verheyen
Title:
Senior Banker
  
Manager Corporate Center


Scotiabank Europe plc

/s/ David Sparues
  
/s/ Mark Lee
..............................................................................................
    
By:
David Sparues
  
Mark Lee
Title:
Director
  
Managing Director


Skandinaviska Enskilda Banken AB (publ)

/s/ Erling Amundsen
  
/s/ Per Olav Bucher-Johannessen
..............................................................................................
    
By:
Erling Amundsen
  
Per Olav Bucher-Johannessen
Title:
      


Societe Generale

/s/ Paul Taylor
    
..............................................................................................
    
By:
Paul Taylor
    
Title:
Global Head of Shipping
    


ACKNOWLEDGMENT
Agreed and accepted this 30th day of August 2016
Euronav NV

/s/ Hugo De Stoop
  
/s/ Egied Verbeeck
..............................................................................................
    
By:
Hugo De Stoop
  
Egied Verbeeck
Title:
Executive Committee Member
  
Executive Committee Member

EX-8.1 10 d7461381_ex8-1.htm

Exhibit 8.1
Euronav NV Subsidiaries
       
 
Name of Subsidiary
  
Jurisdiction of
Incorporation or
Organization
Euronav (UK) Agencies Limited
    
UK
Euronav Luxembourg SA
    
Luxembourg
Euronav SAS
    
France
Euronav Ship Management SAS
    
France
Euronav Ship Management (Hellas) Ltd.
    
Liberia
Euronav Hong Kong Limited
    
Hong Kong
Euronav Singapore Pte. Ltd.
    
Singapore
E.S.M.C. Euro-Ocean Ship Management (Cyprus) Ltd.
    
Cyprus
Euronav Shipping NV
    
Belgium
Euronav Tankers NV
    
Belgium
Fiorano Shipholding Limited
    
Hong Kong
Larvotto Shipholding Limited
    
Hong Kong
 
Joint ventures
      
Kingswood Co. Ltd.
    
Marshall Islands
Seven Seas Shipping Ltd.
    
Marshall Islands
TI Africa Limited
    
Hong Kong
TI Asia Limited
    
Hong Kong
EX-12.1 11 d7461382_ex12-1.htm
Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER


I, Patrick Rodgers, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

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 officers 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.

5. The Company's other certifying officers 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 14, 2017



/s/ Patrick Rodgers                                               
Patrick Rodgers
Chief Executive Officer (Principal Executive Officer)

 EX-12.2 12 d7461385_ex12-2.htm
Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER


I, Hugo De Stoop, certify that:

1. I have reviewed this annual report on Form 20-F of Euronav NV;

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 officers 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.

5. The Company's other certifying officers 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 14, 2017



/s/ Hugo De Stoop                                                                       
Hugo De Stoop
Chief Financial Officer (Principal Financial Officer)


 EX-13.1 13 d7461386_ex13-1.htm


Exhibit 13.1



PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the "Company") on Form 20-F for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Patrick Rodgers, Chief 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 14, 2017



/s/ Patrick Rodgers                                                       
Patrick Rodgers
Chief Executive Officer (Principal Executive Officer)


 EX-13.2 14 d7461389_ex13-2.htm
Exhibit 13.2


PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with this Annual Report of Euronav NV (the "Company") on Form 20-F for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Hugo De Stoop, Chief 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 14, 2017



/s/ Hugo De Stoop                                                                      
Hugo De Stoop
Chief Financial Officer (Principal Financial Officer)

 EX-15.1 15 d7461392_ex15-1.htm
Exhibit 15.1
 




April 14, 2017

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Ladies and Gentlemen:

Reference is made to the annual report on Form 20-F of Euronav NV (the "Company") for the year ended December 31, 2016 (the "Annual Report") and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the "Registration Statement"). We hereby consent to the incorporation by reference in the Registration Statement of all references to our name in the Annual Report and to the use of the statistical information supplied by us set forth in the section of the Annual Report entitled "The International Oil Tanker Shipping Industry." We further advise the Company that our role has been limited to the provision of such statistical data supplied by us. With respect to such statistical data, we advise you that:

(1) we have accurately described the tanker shipping industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented; and

(2) our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the tanker shipping industry.

We hereby consent to the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and any related prospectus.


Yours faithfully,



/s/ Nigel Gardiner                            
Nigel Gardiner
Group Managing Director
Drewry Shipping Consultants Ltd

 

 EX-15.2 16 d7461394_ex15-2.htm
Exhibit 15.2


 
 
 

 
April 14, 2017

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium

Ladies and Gentlemen:

Reference is made to the annual report on Form 20-F of Euronav NV (the "Company") for the year ended December 31, 2016 (the "Annual Report") and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the "Registration Statement"). We hereby consent to the incorporation by reference in the Registration Statement of all references to our name in the Annual Report and to the use of the statistical information supplied by us set forth in the section of the Annual Report entitled "Overview of the Offshore Oil and Gas Industry." We further advise the Company that our role has been limited to the provision of such statistical data supplied by us. With respect to such statistical data, we advise you that:

(1)  we have accurately described the offshore oil and gas industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented; and

(2)  our methodologies for collecting information and data may differ from those of other sources and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the offshore oil and gas industry.

We hereby consent to the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and any related prospectus.


Yours faithfully,



/s/ David Boggs        
David Boggs
Managing Director
Energy Maritime Associates


 EX-15.3 17 d7461142_ex15-3.htm
Exhibit 15.3
 

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Euronav NV:

We consent to the incorporation by reference in the registration statement (No. 333 210849) on Form F-3 of Euronav NV of our report dated April 14, 2017, with respect to the consolidated statements of financial position of Euronav NV and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which report appears in the December 31, 2016 annual report on Form 20-F of Euronav NV.

KPMG Bedrijfsrevisoren – Réviseurs d'Entreprises Burg. CVBA



/s/ Götwin Jackers
Bedrijfsrevisor / Réviseur d'Entreprises

Brussels, BELGIUM
April 14, 2017
 EX-15.4 18 d7461673_ex15-4.htm

Exhibit 15.4
 
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
  
     
 
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184
     
       

 

April 14, 2017

Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium


Re:
Euronav NV
Ladies and Gentlemen:
Reference is made to the annual report on Form 20-F of Euronav NV (the "Company") for the year ended December 31, 2016 (the "Annual Report") and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the "Registration Statement"). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section "Item 10. Additional Information—E. Taxation" and to the incorporation by reference of the same in the Registration Statement, in each case, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement.

 
Very truly yours,
 
/s/ Seward & Kissel LLP
 
 EX-15.5 19 d7461142_ex15-5.htm
Exhibit 15.5
 

 



April 14, 2017


Euronav NV
De Gerlachekaai 20
2000 Antwerpen
Belgium


Re:          Euronav NV
Ladies and Gentlemen:
Reference is made to the annual report on Form 20-F of Euronav NV (the "Company") for the year ended December 31, 2016 (the "Annual Report") and the registration statement on Form F-3 (Registration No. Registration No. 333-210849) of the Company, as may be amended, including the prospectus contained therein and any prospectus supplement related thereto (the "Registration Statement"). We hereby consent to (i) the filing of this letter as an exhibit to the Annual Report, which is incorporated by reference into the Registration Statement and (ii) each reference to us and the discussions of advice provided by us in the Annual Report under the section "Item 10. Additional Information—E. Taxation" and to the incorporation by reference of the same in the Registration Statement, in each case, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement.
Very truly yours,

/s/ Nico Goossens
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