exhibit44012ftl20151026v







Exhibit 4.40      CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS   DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED   MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE   COMMISSION.   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   TERM STORAGE AGREEMENT   Between    VTTI Fujairah Ltd Fzc and Vitol Bahrain E.C. (“Agreement”)           1. Agreement Number   No:  2015-VB   Dated: 26-10-2015      2. This Agreement is made by and between       VTTI Fujairah Terminals Ltd Fzc, a private company with limited liability incorporated under   the laws of the United Arab Emirates and having its registered address at P.O. Box 1592   Fujairah to Khor Fakkan Road Fujairah, the United Arab Emirates (the “Company”);       And       Vitol Bahrain E.C., a private company with limited liability incorporated under the laws of the   Kingdom of Bahrain and having its registered address at Bahrain World Trade Center, 8th   Floor, West Tower, Flat 81, Building 1B, Isa Al Kabeer Avenue, Manama Centre 316, Bahrain    (the “Client”).      The Client and the Company may be referred to herein individually as a “Party” and   collectively as the “Parties”.       Whereas        a. The Company owns and operates the Terminal, as defined below, and is able to   provide storage, handling and other terminal services at the Terminal;      b. Three of the Client’s matrices, the Fuel Matrix, Distillate Matrix and Processing Matrix   (together hereinafter referred to as the “Matrices” and each a “Matrix”), require use of   the storage  at the Terminal in accordance with the allocation per matrix as per   Appendix 5 to this Agreement and wish to receive certain services and access to   specific infrastructure;        





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   2   c. Accordingly, the Parties wish to enter into a storage agreement and have set forth the   terms and conditions for such storage, handing and services below in this   Agreement.      3. Storage Period      Start Date: 15 September 2015    End Date:  30 June 2019       This Agreement shall enter into force on the Start Date and shall continue in force until the   End Date, subject to any extension in accordance with this Agreement. At the expiry of this   Agreement the Client shall have a first right of refusal to the Contractual Capacity for a further   period of at least twelve (12) months. The Client shall notify the Company of its intention to   exercise its above mentioned first right of refusal in writing latest by 15 January 2019 and   upon such notification the Parties will negotiate and agree, acting in good faith, the terms and   conditions of the new agreement..       Both Parties shall act reasonably at all times in performing its obligations and exercising its   rights under this Agreement.      4. Products      The Company agrees to handle and store crude oil, condensate and Class 1, Class 2 and   Class 3 petroleum products in accordance with the product specifications mentioned in   Clause 11 (the “Product(s)”). The Client shall provide the Company with the (M)SDS and the   products specifications as stipulated in Clause 11, prior to the each delivery to the Terminal.   The Products will be delivered in parcels of minimum 1000 Mt each (excluding Product   discharged via truck rack) unless otherwise agreed.      5. Storage Location       The terminal is located in the Port of Fujairah, PO Box 1592, Fujairah to Khor Fakkan Road   Fujairah, the United Arab Emirates (the “Terminal”).      The following appendices are applicable to the Terminal;   Port and Draft restrictions  : Ref. Appendix 1   Opening hours of the Terminal : Ref. Appendix 1        





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   3   6. Contractual Capacity      The Company shall provide the Client with the total contractual capacity of 1,180,640 m3 ( the   “Contractual Capacity”) as of the Start Date of the dedicated tanks as per the table below.   The Client acknowledges and agrees that as of 1   st    April 2016 until the End Date tanks T203   (22,877 m3) and T216 (33,545m3) (“*** Tanks”) shall be allocated to *** and which shall be   deducted from the Contractual Capacity and result in a reduced Contractual Capacity of   1.124.218 m3. In the event the Client executes a supply arrangement with *** for the supply of   naphtha and as a result thereof *** declines to lease Tank 216, the Company shall reallocate   the Tank 216 back to the Client at the mutually agreed market price.        Tank Contractual   Capacity   (m3)   Net   Capacity   (m3)    Roof Type Product Heating Min   flash   TK 104 13,097 13,097 Fixed Fuel Oil  60 c   TK 105 13,052 13,052 Fixed Fuel Oil  60 c   TK 106 13,177 13,177 Fixed Fuel Oil  60 c   TK 107 13,177 13,177 Fixed Fuel Oil  60 c   TK 108 13,117 13,117 Fixed Fuel Oil  60 c   TK 109 13,091 13,091 Fixed Fuel Oil  60 c   TK 110 13,098 13,098 Fixed Fuel Oil  60 c   TK 111 13,109 13,109 Fixed Fuel Oil  60 c   TK 112 24,568 24,568 Internal   Floating   DPP  n.a.   TK 113      24,568 24,568 Internal   Floating    DPP  n.a.   TK 114 24,568 24,568 Internal   Floating    DPP  n.a.   TK 115 24,526 24,526 Internal   Floating   DPP  n.a.   TK 116 42,342 42,342 External   Floating    DPP  n.a.   TK 117 42,152 42,152 External   Floating    DPP  n.a.   TK 118 42,152 42,152 External   Floating    DPP  n.a.   TK 119 42,266 42,266 External   Floating    DPP  n.a.   Tank Contractual   Capacity   (m3)   NetCapacit   y (m3)    Roof Type Product Heating Min   flash   TK 120 3,385 3,385 Cone Internal   Floating    CPP  n.a.   TK 121 5,454 5,454 Cone Internal    Floating    CPP  n.a.   TK 122 3,391 3,391 Cone Internal    Floating    CPP  n.a.     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   4   TK 123 17,106 17,106 Fixed Fuel Oil Yes 60 c   TK 124 17,106 17,106 Fixed Fuel Oil Yes 60 c   TK 125 13,031 13,031 Fixed Fuel Oil Yes 60 c   TK 126 13,031 13,031 Fixed Fuel Oil Yes 60 c   TK 127 28,521 28,521 Fixed  CPP  60c   TK 128 28,524 28,524 Internal   Floating    CPP  n.a.   TK 129 36,229 34,989 Domed Fixed DPP Coils 60 c   TK 130 36,176 35,051 Domed Fixed Fuel Oil Coils 60 c   TK 131 36,183 35,025 Domed Fixed Fuel Oil Coils 60 c   TK 132 36,200 35,320 Domed Fixed Fuel Oil Coils 60 c   TK  201 14,204 13,496 Internal   Floating   CPP  n.a   TK 202 14,184 13,485 Internal   Floating   CPP  n.a   TK 203 22,877 21,913 Internal   Floating   CPP  n.a   TK 204 10,663 10,075 Internal   Floating   CPP  n.a   TK 205 22,838 21,862 Internal   Floating   CPP  n.a   TK 206 22,819 21,865 Internal   Floating    CPP  n.a.   TK 207 25,311 24,254 Internal   Floating    CPP  n.a.   TK 208 22,814 21,850 Internal   Floating   CPP  n.a.   TK 209 33,490 32,174 Internal   Floating   CPP  n.a.   TK 210 33,447 32,141 Internal   Floating   CPP  n.a.   TK 211 33,471 32,152 Internal   Floating   CPP  n.a.   TK 212 33,497 32,194 Internal   Floating   CPP  n.a.   TK 213 51,423 49532 Internal   Floating   CPP  n.a.   TK 214 46,334 44,614 Internal   Floating   CPP  n.a.   TK 215 46,280 44,568 Internal   Floating   CPP  n.a.   TK 216 33,545 32,250 Internal FR CPP  n.a.     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   5   TK 217 33,503 32,199 Internal   Floating   CPP  n.a.   TK 218 33,542 32,227 Internal   Floating   CPP  n.a.   TOTAL 1,180,640 1,154,845          Subject to operational, technical and health safety and environmental limitations of the   Terminal, the Client shall have the right to swap or reallocate tank(s) between the Matrices in   order to avoid unnecessarily pump over (and the initial ITT charges). Prior to each swap or   handover the Client’s Processing Matrix representative shall inform the Company in writing of   such swap or handover. In the event of such swap or reallocation the charges for blending,   subsequent ITT and heating shall be payable by the Client at the relevant rate in this   Agreement for the Matrix which received the swapped or reallocated over tank(s). In such   event of a swap or handover, the Client shall provide the Company with a non-binding   indication of the expected duration of such swap or reallocation.       In the event of swapped or handed over tanks in accordance with this Agreement these tanks   shall be added to the contractual capacity of that specific Matrix which received the swapped   or handed over tanks and accordingly such charges as per Clause 8 shall apply. For the   avoidance of doubt, any reference in this Agreement to tanks allocated to the Processing   Matrix shall be read to include tanks swapped or handed over to/from the Processing Matrix   in accordance with this Agreement.      Subject to emergency circumstances (including but not limited to urgent operational reasons)   at no point shall the Company move the Products without the prior written consent of the   Client.      7. Means of Delivery       Receipt of Product:   ex seagoing vessel, barge, pipeline transfer or truck     Redelivery of Product: into seagoing vessel, barge, pipeline transfer or truck        8. Services and Rates (expressed in USD)       8.1  The Tank Storage Fee per cubic meter (m3) for the Contractual Capacity pro rata per month   or part thereof (as adjusted in Accordance with this Agreement) shall be as listed in Appendix 7   for the period Start Date – End Date.            





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   6   The Tank Storage Fee shall include:   - Delivery from seagoing vessel or barge or truck;   - Redelivery into seagoing vessel or barge or truck;   - Storage during the Agreement;   - Standard issued documentation on ship’s departure at the Terminal; and   - *** free throughput per *** which is calculated as 1 import and 1 export of the net capacity   of the tank).      8.2 Additional Services:       In the event the Client requires the additional services mentioned in the sub Clause the Client   shall be charged per Matrix as per the table below:       Activity Fuel Matrix Distillate   Matrix   Processing   Matrix   Other   Additional Throughput   Surcharge   As per 8.2 (a) As per 8.2 (a) N.A As 8.2 (a)   ITT Surcharge As per 8.2 (b) As per 8.2 (b) N.A As per 8.2 (b)   Homogenisation/Blending  As per 8.2 (c) As per 8.2 (c) N.A As per 8.2 (c)   Heating      Analytic Services   Ship to Ship Service   Additive Injection   As per 8.2 (d)      As per 8.2 (e)   As per 8.2 (f)   As per 8.2 (g)   N.A      As per 8.2 (e)   As per 8.2 (f)   As per 8.2 (g)   As per 8.2 (d)      As per 8.2 (e)    As per 8.2 (f)    As per 8.2 (g)    As per 8.2 (d)      As per 8.2(e)   As per 8.2(f)   As per 8.2 (g)                8.2 (a) Additional Throughput Surcharge            USD *** per cubic meter (M3)   Additional throughput is charged on the difference, expressed in m3, between the actual   throughput and *** (*** free throughputs ***).Free throughput is calculated as 1 import and 1   export of the net tank capacity.      Excess throughput shall be calculated at the end of each calendar year of the Agreement   based upon the accumulated volumes over the *** period and over the net capacity   mentioned in Clause 6.       8.2 (b) In Tank Transfer (“ITT”) Surcharge       





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   7                 (i) For the period from the Start Date – 31 December 2017:  USD *** per cubic   meter (m3)   (ii) For the period 1 January 2018 – the End Date:   USD *** per cubic   meter (m3)      Any ITT for each pump over whether between Matrices and/or to other third parties shall be   charged to the Client and the costs shall be for the Matrix who pumps over the Product. The   Parties acknowledge and agree that the Client shall not pay for any ITT Surcharge for pump   overs initiated by the Processing Matrix within the tanks allocated to the Process Matrix. No   ITT Surcharge is due for ITT transfers from other terminals into the Company for all Matrices.      8.2 (c)  Homogenisation Surcharge per hour (in shore tank)                   (i) For the period from the Start Date – 31 December 2017:   USD ***   (ii) For the period 1 January 2018 – End Date:     USD ***      Maximum lumpsum charge for tanks < 13,000 m3 tank capacity:  USD ***    Maximum lumpsum charge for tanks > 13,000 m3 tank capacity:  USD ***      The Homogenisation Surcharge shall not be charged to the Client for the tank(s) allocated to   the Processing Matrix.       The Parties acknowledge and agree that the Client shall not be charged for blending initiated   by the Processing Matrix.       The Rates mentioned in this Clause shall exclude:      VAT and any other taxes and port charges including but not limited to wharfage fees, topside   fees, levies, quay dues, pigging charges and any other third party fees charged by third   parties such as (including but not limited to) the freezone and the port authority. The   Company shall, upon reasonable prior written notice, invoice these fees to the Client without   any mark-up or fee charged by the Company.      The topside fee charged by the Port of Fujairah is payable to the Company on a monthly   basis. This fee on the Start Date is Dhs *** per MT imported and *** Dhs per MT exported   (subject to the Company achieving agreed throughput level in excess of *** MT loaded or     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   8   discharged per annum). In the event throughput levels do not exceed this limit, the rate shall   be subject to change by the Port of Fujairah and will be invoiced as follows:      Throughput Level:       *** tons – *** tons        *** Dhs per MT (applicable to imported & exported volume)   Up to *** tons                    *** Dhs per MT (applicable to imported & exported volume)      The Company will invoice to the Client the topside fee at the prevailing rate without mark up   of fee.      Notwithstanding the above, if the wharfage and topsides rates combined increase by more   than AED *** per MT over the duration of the Agreement, then any additional cost more than   AED *** will be shared on *** basis between the Parties. The Client shall share their wharfage   invoices (paid by the Client only) from the agents and the additional cost to be shared can be   adjusted in the monthly topsides invoice billed to the Client.        8.2 (d) Heating Products in Tank          USD ***   The Client shall be charged for heating products of per 1000 m3 of Product in tank per 1°C of   temperature increase.       Maintaining Temperature    USD *** (expressed in USD / m3 / day)             The Client shall be charged on the actual inventory in tanks (in m3) during the period,   expressed in days (or part day if applicable) when the service was rendered.      In addition to this the Client shall provide fuel oil required for the boilers. In case the Client is   not in a position to supply the required fuel oil, the Company shall purchase the fuel at the   account of the Client at a reasonable price (agreed in advance by the Client in writing to the   extent possible)      The Parties agree that heating shall not be undertaken without a written consent of the Client.   Notwithstanding the above, in case the viscosity of the Product in tank exceeds 650 CST at   actual temperature or cargo temperature is less than 10°C above the pour point, the   Company shall have the right to heat the Product without Client’s written consent to the   minimum temperature required to return the viscosity of the Product to below 650 CST at   actual temperature or the temperature to  10°C above the pour point. In the event that     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   9   operations take place outside of the Terminal within the port the Client agrees to comply with   the port limitations attached as Appendix 8.      The Client and Fujairah Refinery Limited (“FRL”) have entered into a processing agreement   dated 1 January 2011 for the purpose of processing of crude oil by FRL (the “Processing   Agreement”). While the Processing Agreement is in force and effect, the Client shall not be   charged for heating of the tanks (whether or not to maintain the temperature) allocated to the   Processing Matrix other than the costs and or charges for the fuel oil required by the boilers   for tank heating purposes as mentioned above.       If the Processing Agreement is terminated or expires and the Client requires heating of the   tanks allocated to the Processing Matrix, the above mentioned charge for heating shall be   payable by the Client, in addition to the costs and/or charges for the fuel oil required by the   boilers for tank heating purposes as mentioned above.        8.2 (e) Analytical Services      If requested in writing by the Client, analytical services shall be provided. A schedule of   available tests and rates is listed under Appendix 3.      While the Processing Agreement is in force and effect, the Client shall not be charged for   analytical services for tanks allocated to the Processing Matrix unless such analytical   services are non-routine and agreed between the Parties in advance.        8.2 (f) Ship to Ship       Charges for Ship-to-Ship (“STS”) operations in port, charged by the Port of Fujairah, are   payable by the Client to the Company at the rate paid by the Company to the Port of Fujairah.      Non-Standard Documentation (as agreed between the Client and the Company acting   reasonably), including Certificate of Origin which shall be charged to the Client per issuance              USD ***      The Company shall invoice the Client in US$. Any charges which are to be passed on to the   Client but are paid by the Company in UEA Dirhams shall be charged in US$ at the UAE   official exchange rate at the time the invoice is issued,  which is currently 3.6725 Dirhams per   1US$.      8.2 (g) Additive Injection     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   10   Injection of additives shall be charged to the Client based on actual proven incurred costs by   the Company. The fee shall be subject on the complexity of handling the additive and shall be   discussed and agreed upon between the Parties on a case by case basis.        The minimum fee of US$ *** per operation shall apply.      9. Terms of Operation      Any Product movement planning including quality and quantity must be clearly identified and   detailed by the Client in writing and in advance of the execution. The Company will not be   responsible for any effect of Product movement planning whatsoever. In implementing the   Product movement planning, the Company shall comply with the written instructions of the   Client. The Company shall be entitled to refuse to carry out operations where such operations   would expose the Company to health, safety and environmental risks and/ or could result into   damages to the Terminal in the Company’s reasonable opinion. Nonetheless the Client shall   always observe and consider the quality and quantity requirements of tank heels bottoms of   the tank, i.e. ROB, with regards to the potential contamination as a result of changing of   grades of the Product stored in a tank.      10 Product Acceptance Procedure      Upon nomination of a vessel/barge for a discharge operation, the Client shall provide actual   specifications of the cargo on board prior to the vessel/barge’s arrival including but not limited   to the following specifications, as relevant:       Kinematic Viscosity at 50°C    Flashpoint     H2S    Pourpoint    Mercaptans    RVP    Colour    Sulphur Content    Water Content      The Product shall meet all of the following criteria:        





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   11   Maximum Viscosity at actual temperature: Report – Where the maximum viscosity of the   Product exceeds 650 CST, cargoes will be   handled but the Terminal’s operational   performance and efficiency cannot be   guaranteed.       Minimum Flashpoint:  Applies per tank as per table in Clause 6.      Maximum H2S: H2S acceptance criteria are included as   Appendix 4.        No maximum H2S restriction applies to cargo   received in floating roof tanks. However, the   Company has the right to analyse H2S prior to   discharge if no mention is made in the   Certificate of Quality.      Pourpoint:     At least 15°C lower than the cargo temperature.      Colour (CPP tanks only)   Max ASTM 2.5. In case Product with colour   darker is          accepted, the Client agrees to provide cargo of   ASTM    Colour 2.5 or lighter to flush the lines after the   operation.           Mercaptans:    100 ppm*   *: above 100 ppm is allowed after  explicit   written approval of the Company. Nevertheless   in the event of encroachment on the Terminal’s   safety standard or complaints/instructions   received from Fujairah Municipality mitigating   measures will be taken at Client’s cost. The   Client acknowledges and agrees that the roofs   of the internal floating roof tanks as set out in   Appendix 5 should at all times rest on low     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   12   mercaptans cargo prior to loading high 100 ppm   mercaptan cargo.       RVP MAX. 13.0 psi @ 37.8°C. The Client   acknowledges and agrees that the roofs of the   internal floating roof tanks as set out in Appendix   5 should at all times rest on low RVP cargo (< 6   psi) prior to loading high rvp cargo (> 6 psi) in to   the internal floating roof tank.       Smell/odour The Product should have an non pungent and   torable smell for discharging the Product into   fixed roof tanks and internal floating roof tanks.       If the Company requests all or any of the abovementioned specifications and is not properly   informed by the Client the Company shall have the right to refuse discharge. If the Product   does not meet one or more of these criteria the Company shall have the right to refuse   discharge.      11 Tank Cleaning      The Company undertakes that the tanks shall be suitable and are prepared for the Product   prior to the Start Date. On the End Date, the tanks shall be re-delivered in a state suitable for   storage of the same type of product by the Client. If required, cleaning shall have taken place   prior to the End Date. The Company and Client shall agree at least two (2) weeks before the   End Date on the best program and procedure to ensure that the cleaning operations are   completed by the End Date. The costs involved in cleaning the tanks to their original   condition in preparation for the next service and the disposal of wastes if any are to the   Client’s account. The Parties shall mutually appoint an independent surveyor to determine   whether the respective tanks are clean and suitable for the next service. In the event the   tanks are not approved by the independent surveyor, the Parties shall appoint a second   independent surveyor and if the second appointed surveyor agrees that the tanks are not   approved, the Client shall clean the tanks until approved by either independent surveyor. The   tank storage rate under Article 8.1 shall be payable by the Client until the independent   surveyor appointed by the Company has approved the tanks for the next service. A copy   invoice of the cleaning company will be attached to our invoice.         





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   13   12. Contractual Loss      Contractual Loss is expressed as the difference between all Product received for the Client   in-tank and re-delivered ex-tank and occurs during the day-to-day running and in the normal   course of the Company’s operations. Contractual Loss will be determined by an independent   surveyor appointed by the Client and witnessed by the Company on basis of the shore tanks   gauging.       The Company shall use reasonable endeavors to achieve zero losses based on receipt in-   tank figures versus delivered ex-tank figures. A stock reconciliation will be made on an   annual basis to review the actual figures achieved. The Company shall not be responsible for   any operational losses below ***% of the volume handled for every twelve (12) month period.       Any complaint in respect of deficiency of quantity or of variation of quality must be notified in   writing by the claiming Party within thirty (30) days from the day such deficiency or variation is   discovered.      The Client agrees and acknowledges that the tanks and jetty lines at the Terminal are kept   packed at all times. Where transfers necessitate line displacements that require stock   adjustments between Matrices, the Client shall be consulted by the Company prior to the   operation and the Client shall give a written approval is to be received from the Client prior to   the commencement of the operation. Reconciliation of these movements is to be reported on   a monthly basis to all concerned parties.      13 Assignment       Unless mentioned otherwise in this Agreement, the Client is not authorised to assign any part   of  the Contractual Capacity as well as any rights granted contemplated in this Agreement   without the Company’s prior written approval.      Sub-leasing of Clients tank to a      third Party      In case the Client wishes to sub-lease one or more of the tanks of the Contractual Capacity, it   may request the Company to do so on its behalf. In this case the Company shall at its   discretion approach potentially interested parties and negotiate a sub-lease agreement   acceptable to the Client for the tank and period agreed with the Client provided that:        





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   14   (i) the Client remains jointly and severally liable for the performance of the sublease   agreement including but not limited to the payment of the rates outlined in Article 8;   (ii) the sublease termination date is always earlier than the termination date of this   Agreement; and    (iii) the sublease does not comprise any option to renew, extend or increase the   duration or the Contractual Capacity or any conditions referred to in the sub lease   agreement.      The Client is not allowed to enter into any direct negotiations or discussions concerning its   tanks with a      third party and the Company is under no obligation to accept any third parties as   a sub-lessee. In case the Company is not able to find a sub-lessee on its own accord the   Client may propose a suitable alternative, subjec to the written approval of the Company of   which shall not be unreasonably withheld. Any incremental revenues above the Tank Storage   Fee as a result of the sublease are to be *** between the Company and the Client.        14 Invoicing and Payment      The Tank Storage Fee will be invoiced monthly and will be issued at the beginning of each   calendar month, in advance. All other charges mentioned in Clause 8 and for any other   services rendered will be invoiced upon expiry of the month in which the respective service   was rendered. Additional throughput as per Clause 8.2 (a) shall be invoiced on a monthly   basis once the free throughput allowed under this Agreement has been achieved. Invoices   are payable in accordance with this Agreement and within ten (10) days after the date of   invoice and before final lifting of the Product. In the case that this Agreement expires or is   terminated part way through a calendar month, the Company will refund any payment made   for that portion of the month not falling within the term of this Agreement.      Indexation      As per the 1   st    of July of each calendar year after the Start Date, the Rates mentioned in   Article 8 shall be increased with ***%.       15 Maintenance      The Company will schedule its annual planned maintenance to the tanks prior to the start of   each calendar year. The Company reserves the right to perform unplanned maintenance for   immediate action for safety or environmental reasons or for other urgent reasons the     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   15   Company deems necessary. The Client shall not pay the Tank Storage Fees in respect of   tanks undergoing maintenance.       16 Insurance       a) Title to and risks of the Product shall remain with the Client at all times.      b) The Client shall be responsible for insuring the oil stored under this Contract at their cost and   expense.      c) Both Parties will be responsible for procuring sufficient third party liability insurance to cover   their respective liabilities arising from this Agreement.      d) The Company shall not be liable for any damage to or loss of the Product unless the Client   proves that the damage to or loss of the Product is a result of  negligence, fraud or manifest   error  by the Company.         17 General Terms and Conditions      The General Terms and Conditions as stated in Appendix 6 (with the agreed amendments   detailed in Clause 32) shall be applicable to this Agreement In the event of any conflict or   inconsistency between this Agreement and the General Conditions, the terms and conditions   of this Agreement shall prevail.      18 Modification of the General Conditions        The provisions set forth in the Agreement may only be modified by mutual agreement and in   writing in accordance with technical or legal requirements. In such event the Company shall   endeavour to give at least three months written notice, except in the event of urgent reasons   in particular regarding regulations and safety measures. In such event the Company shall   inform the Client as soon as practically possible.      19 Additional Terms      19.1 The Company shall discuss and agree with the Port of Fujairah’s on the construction and   design of dedicated jet A1 pipeline from the Terminal to one of the jetties at OT2. Subject to     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   16   the Port of Fujairah’s written approval the Company will design, size and estimate costs for   such dedicated jet A1 pipeline.       19.2 The Company shall regularly inform the Client with regards to FID date and the estimated   project completion date for berths 3A, 3B and the shallow water berths which shall be for   information purposes only.      19.3  The Company shall monitor further expansion at the port of Fujairah and any available   infrastructure (including but not limited to new berth availability) and shall, as soon as   reasonably possible and subject to the written approval of the Port of Fujairah, provide the   Client with connection to berths 3A, 3B and use reasonable endeavours to provide the Client   with any other new connections (including to the shallow water berths) to ensure the Client   suffers no competitive disadvantage.         20 Governing Law and Jurisdiction      This Agreement and any dispute or claim arising out of or in connection with it, including any   question regarding its existence, validity or termination and including non-contractual   disputes or claims, shall be governed by and construed in accordance with English law.    The Parties irrevocably agree that the High Court of England and Wales shall have exclusive   jurisdiction to settle any dispute or claim that arises out of or in connection with this   Agreement, its subject matter, existence, validity, formation or termination and including non-   contractual disputes or claims, save that either party may bring proceedings in any other   jurisdiction to obtain security or other interim or ancillary relief or to enforce any judgment of   the English courts.     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   17   21 Limitation of Liability   Notwithstanding any other provision of this Agreement, neither Party shall be liable to the   other whether under this Agreement or otherwise in connection with it, whether in contract, tort   (including in negligence), breach of statutory duty or otherwise (whether or not foreseeable   and howsoever arising) in respect of (a) any indirect or consequential losses or expenses; and   (b) to the extent not constituting indirect or consequential losses or expenses, any loss of   anticipated profits, refinery or plant shut-down or reduced production, goodwill, use, market   reputation, business receipts or contracts or commercial opportunities.    22 Trade Controls   Notwithstanding anything to the contrary herein, neither Party shall be obliged to act in any   way or to perform, and nothing in this Agreement is intended, or should be interpreted or   construed as requiring or inducing a party to act in any way or to perform, any obligation   otherwise required by this Agreement (including without limitation an obligation to (a) perform,   deliver, accept, sell, purchase, pay or receive monies to, from or through a person or entity, or   (b) engage in any other acts) if this would be in violation of, inconsistent with, penalised or   prohibited by, or expose such party to punitive measures under any laws, regulations,   decrees, ordinances, orders or rules of the European Union (“EU”), any EU member state,   Switzerland, the United Nations or the United States of America applicable to that Party   relating to international boycotts, trade sanctions, foreign trade controls, export controls, non-   proliferation, anti-terrorism or similar laws (the “Trade Restrictions”).   23 Anti-Corruption   The Parties to this Agreement each agree and undertake to the other that in connection with   this Agreement, they will each respectively comply with and act in a manner consistent with all   applicable laws, rules, regulations, decrees and/or official government orders of the   governments of the United Kingdom, European Union, United States of America or   Switzerland applicable to the Parties relating to anti-bribery and anti-money laundering.  If   either Party reasonably believes that the other Party has breached or is likely to breach its   obligations under this Clause, it shall have the right, by giving notice to the other Party, to   suspend performance of the Parties’ obligations under this Agreement for fourteen (14) days.    During such suspension period, the Party in receipt of such notice shall provide such   information as the other Party shall reasonably request. If the notifying Party has proof of the   breach of this clause, it shall be entitled, by giving written notice to the other party after the   expiry of the suspension period, to terminate this Agreement upon notice to the other party of   its proof of breach. Such termination shall be without prejudice to any remedies available to     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   18   the parties under this Agreement or otherwise and without prejudice to any rights and   obligations of the Parties which have accrued prior to termination. If the notifying Party does   not produce proof of the breach of this Clause within the suspension period specified in this   Agreement the suspension shall be lifted and the Parties will continue to perform under the   Agreement.   24 Entire Agreement   This Agreement constitutes the entire agreement between the Parties and supersedes and   extinguishes all previous agreements, promises, assurances, warranties, representations and   understandings between them, whether written or oral, relating to its subject matter.   Each party agrees that it shall have no remedies in respect of any statement, representation,   assurance or warranty (whether made innocently or negligently) that is not set out in this   Agreement. Each Party agrees that it shall have no claim for innocent or negligent   misrepresentation or negligent misstatement based on any statement in this Agreement.   Nothing in this Clause or any other clause in this Agreement which seeks to limit or exclude   either party’s liability shall limit or exclude any liability for fraud.    25 Counterparts   This Agreement may be executed in any number of counterparts, each of which when so   executed shall constitute a duplicate original, but all the counterparts together shall constitute   the Agreement.    26 Severability   If any provision (or part thereof) of this Agreement is declared invalid, illegal or unenforceable   by a court or arbitral tribunal of competent jurisdiction or becomes invalid, illegal or   unenforceable due to either Party’s compliance with applicable laws, it shall be deemed   modified to the minimum extent necessary to make it valid, legal and enforceable. If such   modification is not possible, the relevant provision or part thereof shall be deemed deleted.   Any modification to or deletion of a provision or part thereof under this clause shall not affect   the validity and enforceability of the remainder of this Agreement.   27 Waiver   A failure or delay by a Party to exercise any right or remedy provided under this Agreement   or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   19   or restrict the further exercise of that or any other right or remedy. A single or partial exercise   of such right or remedy shall not prevent or restrict the further exercise of that or any other   right or remedy. A waiver of any right or remedy under this Agreement or by law is only   effective if given in writing and shall not be deemed a waiver of any subsequent breach or   default.   28 Third Party Rights   A person who is not a party to this Agreement shall not have any rights under the Contracts   (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save where the third   party is an assignee and the assignment has been consented to pursuant to the terms of this   Agreement.    The rights of the parties to terminate, rescind or agree any variation, waiver or settlement   under this Agreement are not subject to the consent of any other person.    29 No Partnership   Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or   joint venture or any other similar association between the Parties, constitute any Party the   agent, legal representative or employee of another Party for any purpose whatsoever, or   authorise any Party to make or enter into any commitments for or on behalf of another Party.   Each party confirms it is acting on its own behalf and not for the benefit of any other person.      30 Notices      All notices which may be given under any provisions of this Contract shall be in writing in   English and deemed to have been duly given when (a) served by (i) written electronic means   and communication confirmed by registered airmail, (ii) personally or (iii) mailed by certified or   registered first class mail, return receipt requested, postage prepaid and (b) properly   addressed to the Parties at their addresses first above written or to such other address as   each of the Parties may designate in writing to the other Parties in the manner provided in this   Clause 30, together with copies as follows:      In case of notice to the Company:       VTTI Fujairah Terminals Ltd Fzc    PO Box 1592    Fujairah     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   20    United Arab Emirates    Tel. +971 9 2281188    Fax +971 9 2228344      In case of notice to the Client:      Vitol Bahrain E.C.   Bahrain World Trade Center   8th Floor, West Tower   Flat 81, Building 1B   Isa Al Kabeer Avenue   Manama Centre 316, Bahrain   Tel (973) 17 218 855      31 Confidentiality       31.1      Both Parties shall hold in confidence all business and technical information that is made   available, directly or indirectly, by the other Party or developed or acquired in performing   or receiving the services (collectively "Confidential Information"), except:       31.1.1     information which is or becomes, without fault of either Party, part of the public   domain;       31.1.2     information which either Party can show was received from an independent   third party that is under no obligation to the other Party regarding the information;       31.1.3     information that either Party can show was already in its lawful possession at   the time the information was made available, directly or indirectly, from the other Party.       31.2      Neither Party shall, without the prior written approval of the other Party, use the   Confidential Information which such Party is required to keep confidential hereunder, for   any purpose other than the performance or receipt of the services.       31.3       Additionally, if so required by law or valid legal or regulatory process, either Party may   disclose Confidential Information, but only following a notice to the other Party of the   requirement to disclose and in reasonable cooperation with any attempt by the other   Party to maintain the confidentiality of such Confidential Information.     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   21       31.4      The confidentiality obligations of the Parties set out in Clause 31.1 and 31.2 shall remain   applicable for a period of two (2) years after the expiry or termination of the Agreement.      32 Agreed Amendments to General Terms and Conditions      The General Terms and Conditions as stated in Appendix 6 shall be amended as follows:    Article 1.01: delete “verbally”       Article 1.03: delete “ irrespective of whether or not such terminal belong to or is controlled   or operated by the Operator”       Article 1.05: delete “ or any economic or consequential loss or loss of profits sufred by the   claimant”.       Article 12.1: delete “ on or before the Effective Date of the Agreement” and replace it with   “upon nomination of a cargo for Operations”       Article 14: After “any incorrect” add “,late”       Article 20.6(3): After “expert” add “mutually appointed by the Principal and the Operator”       Article 22: After “intervals” insert “and the Principal has agreed a firm time slot”       Article 22(b): At the start of the sentence please insert: If the Principal fails to deliver or   accept delivery within 2 working days of receipt of the Operator’s written notification”       Article 24: delete “each governing agreement” and replace it with “the Agreement”       Article 28.1(a): Delete “and of any other agreement made between the Operator and the   Principal”       Article 29.3: DeleteArticle 30.2(e): replace with “If the Principal fails to perform or observe   any material terms or conditions of the Agreement, and fails to remedy such failure within   5 working days of receiving written notice from the Operator”.       Article 30.3(a): before “legal costs” inset “reasonable” and delete “which costs shall be   not less than 15% of such sum”.        





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   22    Article 30.3(b): replace ***% with “***% above LIBOR” and at the end of Article 30.3 insert   “LIBOR means the rate for one month deposits in USD which appears on the relevant   Reuters page (or any successor page) as of 11:00 London time on the date of   determination or, in the event that such rate is unavailable, the mean average of the rates   at which USD rates are quoted by the principal offices of three banks nominated by the   Principal in the London interbank market”.       Article 33.1(a) After “whatsoever” add “and fails to remedy such failure within 2 working   days of receiving written notice from the Operator (during such 2 days the Principal i) will   pay the Tank Storage Fee and ii) shall indemnify the Operator for any costs/losses/claims   incurred and payable by the Operator as a result of an existing storage contract with a   third party with a starting date within such 2 day period)”       Article 33.1(b) After “whatsoever” add “and fails to remedy such failure within 2 working   days of receiving written notice from the Operator (during such 2 days the Principal i) will   pay the Tank Storage Fee and ii) shall indemnify the Operator for any costs/losses/claims   incurred and payable by the Operator as a result of an existing storage contract with a   third party with a starting date within such 2 day period)”       Article 34: Replace with the following:      “Neither Party shall be liable for damages or otherwise for any failure or delay in   performance of any obligation hereunder other than any obligation to make payment,   where such failure or delay is caused by force majeure, being any event or occurrence or   circumstance reasonably beyond the control of that party, including but without prejudice   to the generality of the foregoing, failure or delay caused by or resulting from acts of god,   strikes, labour or trade dispute or other industrial action, fires, floods, drought, wars   (whether declared or undeclared), civil commotion, armed conflict, terrorist attack,   epidemics (including without limitation any associated quarantine or other containment   measures), riots, perils of the sea, embargoes, accidents, acts, orders or restrictions   imposed by any government authority or person purporting to act therefore (including   allocations, priorities, requisitions, prohibitions, quotas and price controls or failing to   grant necessary consents or licences) (each a “Force Majeure Event”).       The party whose performance is so affected shall notify the other party hereto as soon as   reasonably practicable indicating the nature of such Force Majeure Event and, to the   extent possible, inform the other party of the expected duration of the Force Majeure   Event.     





 







   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   23      The parties’ respective obligations under the Agreement (other than the obligation to pay   when due all amounts that are owing to the other party which shall not be suspended)   shall be suspended and the time for the Parties to perform their obligations (other than   payment obligations) shall be extended during any period during which these obligations   are prevented, hindered, curtailed or delayed by reason of any Force Majeure Event. If   any of these obligations shall be prevented, hindered, curtailed or delayed for more than   three months, the parties shall meet in good faith to discuss whether any amendments to   the Agreeement are necessary, without prejudice to any rights and obligations of the   parties which have accrued prior to the Force Majeure Event.”       Article 35.3(c) Delete “gross”.       Article 35.4(a): Replace “US$***” with “Euro***”       Article 35.5: Between “Operator” and “shall” add “is not obliged but”       Article 37.2: Replace with “The non-complying Party shall indemnify the other Party   against any fines, penalties, losses, costs or expenses incurred as a result of the non-   complying parties non-compliance with such statutes.      VTTI Fujairah Terminals Ltd Fzc   Vitol Bahrain E.C.               /s/ Siavash Alishahpour     /s/ David Fransen   Name: Siavash Alishahpour    Name: David Fransen      Date: 27 October 2015     Date: 27 October 2015    





 







               *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   24   Appendix 1         Jetties   Refer table No. 01 for an overview.       Table No. 01, overview of Jetties at Port of Fujairah      Jetty No. Draught (m)   (1)   DWT/Max Displacement   (mt)   Max LOA (m)   Berth OTB 1 13.50 55,000 180   Berth OTB 2 13.50 120,000 250   Berth OTB 3 13.50 120,000 250   Berth OTB 4 16.50 230,000 330   Berth OTB 5 16.50 207,000 300   Berth OTB 6 16.50 207.000 300   Berth OTB 7   Berth OTB 8   Berth OTB 9   16.50   16.50   16.50   207.000   250.000   250.000   300   330   330   1. Above stated draughts are general figures. Contact the local harbour authorities for the latest draught restrictions.   These are published under Port of Fujairah NTM no.148      Vessel Acceptance   Vessels calling at the Terminal will need to have been approved by the Port of Fujairah. The   Company may at its own discretion refuse acceptance of vessels for reasons, acting reasonably,   including but not limited to related to safety, crew professionality, etc.       Minimum Vessel Capabilities   Vessels calling at FOTT must comply with the following flow rates required by the Port of Fujairah:     





 







               *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   25         Working Hours and Overtime:   The Terminal is able to handle product on 24 hours per day 7 days a week basis.   Office hours are from Sunday 08:00hrs till Thursday 18:00hrs.       For all information related to movements please include e-mail address “xterminal@ftl.vtti.com"   For emergency please contact key-personnel at below stated phone numbers.      Notwithstanding the above, the Terminal shall be able to load and unload trucks from Sunday   07.00hrs until 18.00hrs.       Emergency Contact Details of Key Personnel:    Customer Services : Benjie Guilaran   E-mail   : bmg@ftl.vtti.com   Tel   : + 971 9 228 1188   Mobile   : + 971 50 629 0907      Operations Manager : Philip Thankapan Ranjan   E-mail   : ptr@ftl.vtti.com   Tel   : + 971 9 228 1188   Mobile   : + 971 50 629 1182      





 







               *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   26     





 







               27   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Appendix 2   NOMINATION AND OPERATIONAL PROCEDURES       1-            All import and export vessels shall be subject to the Port of Fujairah and the Terminal’s   customary clearance procedures (hereafter referred to as the Terminal customary   clearance procedure).       2-            i)    The Client shall endeavour to give the Terminal at least fifteen (15) days notice of a   5-day arrival range for each import / export requirement, and shall notify   the   Company the following information:       a)       Name and Flag of the vessel to be employed   b)       Year of Construction   c)       Summer Dead-weight and Draft   d)       L.O.A.   e)       Distance from Bow to Centre Manifold   f)        Type of operation : Import / Export   g)       Product       ii)  Notwithstanding the above, if the relevant vessel is less than 15 days sailing from   Fujairah or was already at Fujairah when nominated by the Client (a “Prompt   Nomination”) and the Client is unable to give 15 days’ notice of arrival, the   Company:       a)    will use all reasonable endeavours to obtain acceptance from the   Port of Fujairah ; and   b)    will provide the Client with an estimate for when the Terminal would   be able to commence loading/discharge operations with regard to   upholding the normal standard of safety and good operational   practice.       3-           The Company shall either accept or reject a vessel nomination made by the Client as   soon as reasonably possible, acting reasonably and subject to the Port of Fujairah   acceptance criteria. In the event the vessel nomination deviates from the rules and   regulations of the Port of Fujairah, the Company shall use all reasonable endeavours to   obtain the Port of Fujairah’s acceptance for such vessel nomination.      





 







               28   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.       4-            i)  At least ten (10) days prior to the first day of the agreed 5-day arrival date range the   Principal shall narrow the 5-day arrival range down to a 3-day window and shall also   notify the Company the following information:       a)       3 day arrival range   b)       Vessel’s local agents   c)       Independent Inspectors attending   d)       Quantity of each grade of Product to be loaded or discharged.       ii) Notwithstanding the above, in the case of a Prompt Nomination the Client shall   provide the information required in this paragraph as soon as reasonably possible   and 2-ii) a) and b) shall apply.       5-           At least three (3) working days prior to the agreed date range of a nominated vessel, the   Client may substitute it with a vessel of similar purpose.  Such notice of substitution shall   be made in writing and contain the information required under Section 2 and  4   hereinabove.  Unless otherwise agreed in writing, the date range for the substitute   vessel shall always remain as per that of the previous nomination. In the event of   a  Prompt Nomination where the Client requests a vessel substitution within 3 days of   the agreed date range, the Company will use all reasonable endeavours to obtain   clearance from the Port of Fujairah and agreement to such substitution will not be   unreasonably withheld by the Company if the vessel meets the Acceptance Criteria   defined by the Port and is accepted by the Port.       6-            The Client shall advise the Company promptly of any change of 24 hours or more in the   estimated time of arrival of a vessel nominated hereof.       7-            All vessels entering Port of Fujairah should comply with all of the rules and regulations   issued from time to time by the Port of Fujairah. In the event the Client cannot comply   with the rules and regulations of the Port of Fujairah as a result of the Terminal’s   technical and operational defects, the Client shall not be liable for such non-compliance.        8-           The Client shall notify the Company of its documentary requirements at least two (2) full   working days prior to the arrival of a nominated vessel.  The Company shall provide all   necessary documents in accordance with the Client’s instructions within four (4) hours   after completion of loading, and/or from the completion of any quality or quantity testing     





 







               29   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   required by the Client which may delay the preparation of such documents, whichever   the latter. In the case of a Prompt Nomination, the Client shall provide the information   required in this paragraph as soon as reasonably possible and 2-ii) a) and b) shall apply.       9-           The Client shall arrange for the Master of the vessel or his representative to notify the   Company (Fax No. 09-2228693) of the expected time of arrival upon sailing from its   previous port, and thereafter to the extent that such time remains, at least seven (7)   days and at 72, 48, 24 hours before the vessel is due at the Terminal.  Thereafter the   Master shall advise by Telex, radio or telephone any variation of more than six (6) hours   from such expected time of arrival previously given.  The Master of the vessel or his   representative shall provide the Company (Fax. No. 09-2228693) with the following   information 72 hours prior to arrival with an update where applicable at 48 and 24 hours   prior to arrival:       a)                   For import vessels discharging Product (s) to the Terminal:   1.       Name of vessel and call sign   2.       ETA Fujairah (Local Time)    3.       Vessel LOA and BCM   4.       Arrival draft fore and aft.   5.       Vessel’s Agent at Fujairah   6.       Cargo to be discharged (Gross Observed Volume and Gross Standard   Volume  GOV/GSV)   7.       transit cargo details.   8.       If applicable, ability to discharge two grades simultaneously.   9.       If  “NO” to (8), preferred discharge sequence.   10.    Expected maximum freeboard alongside.   11.    Ballast hours on completion.   12.    Confirmation that all tanks are inerted and IGS fully operational.       b)                   For export vessels loading Product(s) from the Terminal:   1.       1) Name of vessel and call sign   2.       ETA Fujairah (Local Time)    3.       Vessel LOA and BCM   4.       Arrival draft fore and aft.   5.       Vessel’s Agent at Fujairah   6.       De-Ballast hours before loading.   7.       Cargo nomination by grade and quantity.     





 







               30   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   8.       Transit cargo details.   9.       If applicable, ability to load two grades simultaneously.   10.    If “NO” to (9) preferred loading sequence.   11.    expected sailing draft, fore and aft.   12.    expected maximum freeboard alongside.   13.    Last cargo carried, tank preparation.   14.    Confirmation that all tanks are inerted and IGS fully operational.        c) In the case of a Prompt Nomination, the Client shall provide the information   required in this paragraph as soon as reasonably possible and 2-ii) a) and b) shall   apply.       10-          a)    On arrival at the designated anchorage point, the Master of the import vessel is to   confirm to the Company the availability of the following documents on board prior to   the proceeding to berth:       i)              copy of the Bill of Lading   ii)                   copy of the Quality certificate   iii)                  copy of the certificate of Origin   iv)                  copy of the Cargo Manifest       b)          Non compliance with the above requirement (Section 10a hereinabove) may   result in berthing delays and or refusal of the vessel.       c)          All documents, as specified in Section 10a hereinabove, shall be presented to   the Terminal upon vessel arrival.           11-        The Client shall always ensure that the Discharge Order  is sent to the Company prior to   commencement of discharge.  The Discharge Order  shall show the quantity in metric   tones, as stated on the Bill of Lading.  Failure to comply with this request may subject the   import vessel to discharge delays.       12-        On completion of vessel operations, the Company shall promptly provide the Client with   the following information by telex:        





 







               31   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   a)       Discharge Quantity and Outturn (Imports) / Bill of Lading Quantity   (Exports)      b)       Time Log (imports and/or Exports)       NB.:      ALL COMMUNICATIONS AND ETA’S SHOULD REFER TO LOCAL TIME IN   THE UNITED ARAB EMIRATES; WHICH IS GMT PLUS 4 HOURS.           13-        The Client shall provide the Company with Proforma Invoices (PFI) showing estimated   values (Fax PFI acceptable), within 48 hours of completion of vessel    operations.  This is a requirement of the Port of Fujairah and is applicable to both import   and export of Product(s).  Non-compliance may subject the Client to a penalty imposed   by the Port Authority.               DISCHARGE AND LOADING CONDITIONS       14-        All vessels shall comply with the Terminal and Port of Fujairah’s rules and regulations.       15-       The Principal warrants that each vessel shall be participating in the “Tanker Owners   Voluntary Agreement concerning Liability for Oil Pollution – (TOVALOP).       16-        Upon arrival at the designated anchorage at Fujairah, the Master (or his representative)   shall tender to FRCL (or its agent) Notice of Readiness by Fax, telegraph, radio or letter,   at any time that the vessel is ready, in all respects, to load or discharge Product(s) as the   case may be.                       





 







               32   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Appendix 3                FTL LABORATORY RATES             US$ US$ US$       GASOIL   FUEL   OIL NAPHTHA   Ash Content % Wt. ASTM D 482 *** ***     Asphaltine Content % Wt IP 143/96         B.S.& Water % Vol ASTM d 2709 *** ***     Calorific Value BTU lb (MJ/Kg) Calculated         Carbon Content % Wt ASTM D 3178/93 *** ***     Cetane Index ASTM d976 ***       Cloud Point   ***       Colour ASTM ASTM D 1500 ***       Compatibility/Stability Test   Rating ASTM D 4740/95         Carbon Residue % wt ASTM D 189/97 IP 13/94 *** ***     Copper Corrosion Test ASTM D86 ***       Distillation deg C STM D86 ***   ***   Density kg/L  ASTM D 1298/90 IP 160/96 *** *** ***   Flash Point deg C ASTM D 93/97 IP 34/88 *** ***     Metals ppm(Sodium) IP 288/95         Metals ppm(Vanadium) IP 288/95         Metals ppm(Alluminium) IP 377/95 modified         Metals ppm(Silicon) IP 377/95          Potasium Content ppm IP 288         Pour Point deg F/C ASTM D 97 *** ***     RCR   *** ***     Sediment by extraction % Wt ASTM D 473/95 IP 53/82   ***     Sulphur Content % wt   ASTM D 129/95 D4294/95 IP   336/95 *** *** ***   Viscosity kinematic cSt ASTM D 445/96 IP 71/97 *** ***     Water content % Vol ASTM D 95/90 IP 74/88 *** ***     Total Solids           Total Acid No.   ***       Neutralizaion No.           Reid Vapor Pressure       ***   Saybolt Color       ***                  





 







               33   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.         Appendix 4      H2S ACCEPTANCE CRITERIA   FOR FIXED ROOF TANKS            H2S concentration         Unloading requirements      <2 ppm in the liquid phase          Product is acceptable cf ASTM test certificate            2ppm<liquid phase<5ppm   and    <200ppm in the vapor phase            Product can only be accepted with ASTM tests for   H2S concentration in the liquid phase and the vapor   phase         2ppm<liquid phase<5ppm   and    >200ppm in the vapor phase         Product can only be accepted with ASTM tests for   H2S concentration in the liquid phase and the vapor   phase   Product has to be treated with H2S scavenger         >5 ppm liquid phase         Product can only be accepted with ASTM tests for   H2S concentration in the liquid phase and the vapor   phase   Product has to be treated with H2S scavenger         Receipt of cargo into tanks with floating roofs shall be exempt from the above mentioned limits if   the internal floating roof (IFR) is in floating condition.     





 







               34   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Appendix 5          TANK ALLOCATION BY MATRIX      Tanks allocated to Fuel Matrix as per 15.09.2015      Tank Contractual   Capacity (m3)   Nett Capacity   (m3)    Roof Type Product Heating Min flash            TK 105 13,052 13,052 Fixed Fuel Oil  60 c   TK 106 13,177 13,177 Fixed Fuel Oil  60 c   TK 107 13,177 13,177 Fixed Fuel Oil  60 c   TK 108 13,117 13,117 Fixed Fuel Oil  60 c   TK 109 13,091 13,091 Fixed LCO  60 c            TK 111 13,109 13,109 Fixed Fuel Oil  60 c   TK 115 24,526 24,526 Internal Floating DPP  n.a.   TK 123 17,106 17,106 Fixed Fuel Oil Yes 60 c   TK 124 17,106 17,106 Fixed Fuel Oil Yes 60 c   TK 125 13,031 13,031 Fixed Fuel Oil Yes 60 c   TK 126 13,031 13,031 Fixed Fuel Oil Yes 60 c   TK 127 28,521 28,521 Domed Fixed  CPP  60c   TK 129 36,229 34,989 Domed Fixed DPP Coils 60 c   TK 130 36,176 35,051 Domed Fixed Fuel Oil Coils 60 c            TK 132 36,200 35,320 Domed Fixed Fuel Oil Coils 60 c   TOTAL 300,649 297,404             Tanks allocated to Distillate Matrix as per 15.09.2015      Tank Contractual   Capacity (m3)   Nett Capacity   (m3)    Roof Type Product Heating Min flash   TK 201 14,204 13,496 Internal Floating CPP  n.a   TK 202 14,184 13,485 Internal Floating CPP  n.a   TK 203 22,877 21,913 Internal Floating CPP  n.a            TK 210 33,447 32,141 Internal Floating CPP  n.a.   TK 211 33,471 32,152 Internal Floating CPP  n.a.   TK 212 33,497 32,194 Internal Floating CPP  n.a.            TK 214 46,334 44,614 Internal Floating CPP  n.a.   TK 218 33,542 32,227 Internal Floating CPP  n.a.   TOTAL 231,556 222,222         





 







               35   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.                           Tanks allocated to Processing Matrix as per 15.09.2015      Tank Contractual   Capacity (m3)   Nett Capacity   (m3)    Roof Type Product Heating Min flash   TK 104 13,097 13,097 Fixed Fuel Oil  60 c   TK 110 13,098 13,098 Fixed Fuel Oil  60 c   TK 112 24,568 24,568 Internal    Floating   DPP  n.a.   TK 113 24,568 24,568 Internal Floating  DPP  n.a.   TK 114 24,568 24,568 Internal Floating  DPP  n.a.            TK 116 42,342 42,342 External   Floating    DPP  n.a.   TK 117 42,152 42,152 External   Floating    DPP  n.a.   TK 118 42,152 42,152 External   Floating    DPP  n.a.   TK 119 42,266 42,266 External   Floating    DPP  n.a.   TK 120 3,385 3,385 Coned Internal    Floating    CPP  n.a.   TK 121 5,454 5,454 Coned Internal    Floating    CPP  n.a.   TK 122 3,391 3,391 Coned Internal   Floating    CPP  n.a.            TK 128 28,524 28,524 Internal Floating  CPP  n.a.            TK 131 36,183 35,025 Domed Fixed Dar   Resid   Coils 60 c   TK 204 10,663 10,075 Internal Floating CPP  n.a   TK 205 22,838 21,862 Internal Floating CPP  n.a   TK 206 22,819 21,865 Internal Floating  CPP  n.a.   TK 207 25,311 24,254 Internal Floating  CPP  n.a.   TK 208 22,814 21,850 Internal Floating CPP  n.a.   TK 209 33,490 32,174 Internal Floating CPP  n.a.   TK 213 51,423 49,532 Internal Floating CPP  n.a.            TK 215 46,280 44,568 Internal Floating CPP  n.a.   TK 216 33,545 32,250 Internal Floating CPP  n.a.   TK 217 33,503 32,199 Internal Floating CPP  n.a.     





 







               36   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   TOTAL 648,434 635,219            





 







               37   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.      APPENDIX 6   GENERAL TERMS AND CONDITIONS        





 







VTTI Fujairah Terminals Ltd Fzc   2   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   TABLE OF CONTENTS   ARTICLE HEADING   ARTICLE 1 - DEFINITIONS AND INTERPRETATION   ARTICLE 2 - APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS   ARTICLE 3 - LOCATION OF FACILITIES   ARTICLE 4 - REPLACEMENT OF FACILITIES   ARTICLE 5 - INSPECTION OF FACILITIES   ARTICLE 6 - SPECIAL MEASURES   ARTICLE 7 - MAINTENANCE, REPAIR, ALTERATION OF AND ADDITION TO   FACILITIES   ARTICLE 8 - REMOVAL OF PRODUCTS   ARTICLE 9 - CLEANING AND RESTORATION OF FACILITIES   ARTICLE 10 - OTHER OPERATIONS   ARTICLE 11 - MAXIMUM TANK WEIGHT   ARTICLE 12 - INFORMATION FROM PRINCIPAL   ARTICLE 13 - INSPECTION OF PRODUCTS   ARTICLE 14 - LIABILITY FOR INCORRECT OR INCOMPLETE STATEMENTS, ETC.   ARTICLE 15 - REFUSAL TO TAKE DELIVERY OF PRODUCTS OR CARRY OUT   OPERATIONS   ARTICLE 16 - MEANS OF TRANSPORT, PACKING MATERIALS AND CONTAINERS   ARTICLE 17 - CONDITION OF PRODUCTS ON ARRIVAL   ARTICLE 18 - INFORMATION AND DOCUMENTS FOR DUTIES, TAXES AND CHARGES   ARTICLE 19 - POINT OF DELIVERY OR RE-DELIVERY   ARTICLE 20 - ARRIVAL, HANDLING AND DEPARTURE OF VESSELS AND VEHICLES   ARTICLE 21 - WORKING HOURS   ARTICLE 22 - DELIVERY AND RE-DELIVERY OF PRODUCTS   ARTICLE 23 - COUNTING, WEIGHING, MEASUREMENT AND TESTING OF PRODUCTS     





 







VTTI Fujairah Terminals Ltd Fzc   3   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 24 - DELIVERIES AND RECEIPTS   ARTICLE 25 - ACCESS TO TERMINAL   ARTICLE 26 - INFORMATION ON PRODUCTS   ARTICLE 27 - TRANSFER OR PASSING OF OWNERSHIP OF PRODUCTS   ARTICLE 28 - DELIVERY REQUIREMENTS   ARTICLE 29 - RATES, CHARGES AND TAXES   ARTICLE 30 - CONDITIONS OF PAYMENT   ARTICLE 31 - SEGREGATED STORAGE   ARTICLE 32 - DISPUTE OF OWNERSHIP OF PRODUCTS   ARTICLE 33 - RIGHT OF DISPOSAL   ARTICLE 34 - FORCE MAJEURE   ARTICLE 35 - OPERATOR’S LIABILITY   ARTICLE 36 - CUMULATIVE RIGHTS AND REMEDIES   ARTICLE 37 - COMPLIANCE WITH STATUTES   ARTICLE 38 - ASSIGNMENT OF AGREEMENT   ARTICLE 39 - CONSENT FOR WAIVER           





 







VTTI Fujairah Terminals Ltd Fzc   4   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 1 - DEFINITIONS AND INTERPRETATION   The following expressions shall have the following meanings   unless the context of the Agreement requires otherwise.   1.1 “Agreement”   Agreement refers to the agreement made verbally, by conduct   or in writing, as a “Storage Contract”, between the   Operator and the Principal or any person on behalf of the   Principal whereby the Operator undertakes to carry out the   Operations subject to the terms and conditions of such   agreement including these Articles herein.   1.2 “FTL”   FTL means VTTI Fujairah Terminals Ltd Fzc and is herein   also referred to as the “Operator”.   1.3 “Terminal”   All or any part of any premises, offices, buildings,   landward or marine storage facility, tank, tanker vessel,   tank truck, rail tank car, shed, warehouse, laboratory,   berth, jetty, quay, pier, mooring or breasting facility,   pipeline, and their pumps, equipment, appliances and   component parts and other places, structure, vessel or   vehicle at, by or through which the Operations are carried   out by or on account of the Operator irrespective of   whether or not such terminal belong to or is controlled or   operated by the Operator.   1.4 “Facilities”   All or any part of the Terminal chosen by the Operator from   time to time for the purposes of the Operations.   1.5 “Claim”   Any loss, damage, cost and expense suffered by the claimant   due to the loss, destruction or damage of any property   (including the property of the claimant) or from any damage   to the environment or from the death or injury of any   person (including the claimant) or any economic or   consequential loss or loss of profits suffered by the   claimant and any demand or legal proceedings made or   instituted in respect of such claim including the costs     





 







VTTI Fujairah Terminals Ltd Fzc   5   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (including solicitor and client costs) and expenses of such   demand or proceedings.   1.6 “Force Majeure”   As defined in the Agreement.   1.7 “Products”   All or any part of any oil products that shall be delivered   by or on behalf of the Principal to the Operator for the   purposes of the Operations.   1.8 “Operations”   Any or all operations carried out or to be carried out by   the Operator in respect of the Products pursuant to the   Agreement including (unless expressly excluded by the   Agreement), taking delivery of, storing, handling   (including transshipping and pumping through), moving,   treating, processing, blending, re-delivering and   administrative handling and documentation of the Products   at, outside or through the Terminal.   1.9 “Vehicle”   Any vehicle notified by the Principal to the Operator as   being authorised to deliver the Products to the Operator or   to take redelivery of the Products from the Operator.   1.10 “Vessel”   Any vessel notified by the Principal to the Operator as   being authorised to deliver the Products to the Operator or   to take redelivery of the Products from the Operator.   1.11 “Effective Date”   The date of the Agreement.   ARTICLE 2 - APPLICABILITY OF THESE GENERAL TERMS AND   CONDITIONS   The Operator shall carry out operations exclusively   pursuant to these Articles unless otherwise expressly   agreed in writing.   All applications, orders, instructions, notices, requests,   directions, declarations, permissions, consents and other     





 







VTTI Fujairah Terminals Ltd Fzc   6   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   communication required or permitted under the Agreement to   be made or given to the Operator shall be made or given in   writing as stipulated in the relevant clause of the Storage   Contract.   All orders, instructions, notices, requests, directions and   other communication required or permitted under the   Agreement to be made or given to the Principal shall be   made or given at the office of the Principal or its   representative as defined in the relevant clause of the   Storage Contract.   Reference in the Agreement to any statute includes a   reference to such statute in force from time to time and   any regulation or orders made under such statute.   Any undertaking by the Operator under the Agreement to do   any act may be carried out by any person engaged or   authorised by the Operator to do so.   Any undertaking by the Principal under the Agreement not to   do or omit any act shall be deemed to include an obligation   not to permit such act to be done or omitted by any other   person.   If the whole or any part of any provision of the Agreement   shall be or become illegal or invalid or unenforceable for   any reason whatsoever including by reason of any statutory   provision or by reason of any decision of any Court or any   other body or authority having jurisdiction over the   parties or the Agreement, such whole or part of such   provision shall be deemed to be deleted from the Agreement,   provided that if any such deletion substantially affects or   alters the commercial basis of the Agreement, the parties   shall negotiate in good faith to amend the provisions of   the Agreement as shall be necessary or desirable in the   circumstances.   The headings of the Articles are for reference and the   convenience of the parties only and do not define, limit or   enlarge the meaning, interpretation or scope of any of   these Articles.   ARTICLE 3 - LOCATION OF FACILITIES   The Operator shall, at its absolute discretion, select the   facilities suitable for the carrying out of the Operations   and shall be entitled in case of emergency to move the     





 







VTTI Fujairah Terminals Ltd Fzc   7   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Products from one part of the Terminal to another from time   to time.   The Operator shall as soon as possible, notify the   Principal of any movement of the Products but the Principal   shall not make any Claim against the Operator by reason of   the fact that it has not been so notified.   ARTICLE 4 - REPLACEMENT OF FACILITIES   If the Facilities shall be damaged or destroyed or shall   become unfit for the Operations as result of any Force   Majeure, the Operator shall use its best endeavors to make   other facilities available for the Principal’s use in   replacement of the Facilities.   ARTICLE 5 - INSPECTION OF FACILITIES   The Principal shall inspect the Facilities to ensure their   cleanliness suitability and good condition prior to the   delivery of the Products to the Operator and the Operator   shall not be liable in any way whatsoever for any Claim   arising out of any lack of cleanliness or the state or   condition of the Facilities.   ARTICLE 6 - SPECIAL MEASURES   6.1 The Operator shall be entitled immediately and at the   risk and expense of the Principal:   (a) To install or modify any fixture or fitting to   the Facilities at the risk and expense of the   Principal which may be required to prevent or   reduce the emission of smoke, dust, fumes, vapors   or other matter, as a result of the nature or   presence of the Products;   (b) To take every measure reasonably deemed necessary   by the Operator for the prevention or reduction   of risk of any Claim, including the cessation of   the Operations and the removal or disposal of the   Products.   6.2 Notwithstanding that the cost of such installation or   modification shall have been borne by the Principal, such   fixture or fitting shall be the property of the Operator.     





 







VTTI Fujairah Terminals Ltd Fzc   8   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   6.3 The Operator shall as soon as possible, notify the   Principal of such installations and measures but the   Operator’s failure to notify the Principal shall not   entitle the Principal to claim against the Operator in   respect thereof.   ARTICLE 7 - MAINTENANCE, REPAIR, ALTERATION OF AND ADDITION   TO FACILITIES   7.1 The Operator shall be entitled at any time and from   time to time to inspect and carry out any works for the   routine maintenance or repair or necessary alteration or   addition to the Facilities.   7.2 The Operator shall be entitled to move the Products   from the Facilities to other parts of the Terminal if the   Operator shall deem such movement to be necessary or   desirable for the Operator to carry out such works and in   such event:   (a) The Operator shall as soon as possible notify the   Principal of such movement of the Products;   (b) The Principal shall not be entitled to make any   Claim that has either directly or indirectly   arisen from such works or from the deprivation of   the use of the Facilities for any duration as a   result of such works unless such Claim has arisen   from the willful intent or recklessness of the   Operator.   ARTICLE 8 - REMOVAL OF PRODUCTS   8.1 The Principal shall completely remove the Products   from the Facilities not later than the date of expiry or on   termination of the Agreement.   8.2 If the obligations mentioned in Article 8.1 of this   General Terms and Conditions is not complied with then the   Operator shall at all times have the right to take all such   measures as may be necessary for vacating the storage space   in question, inclusive of removal of the Products to   another storage space, for the account and risk of the   Principal, all of this without prejudice to the right of   the Operator to claim compensation for all direct and   indirect damage and costs.     





 







VTTI Fujairah Terminals Ltd Fzc   9   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 9 - CLEANING AND RESTORATION OF FACILITIES   9.1 Unless expressly provided otherwise in the Agreement   or if so required by the Operator, the Principal shall bear   all costs incurred by the Operator in respect of the   cleaning of the Facilities from time to time and in respect   of the restoration of the Facilities to their cleanliness   and condition as at the Effective Date, upon the   termination of the Agreement.   9.2 As and when required by the Operator or as and when   necessary in the interests of safety, the Principal shall   provide to the Operator without charge, all knowledge,   expertise and experience available to the Principal in   respect of the cleaning and restoration of the Facilities .   9.3 In the event that any waste materials, remnants,   residues, cleaning water or agents shall have to be removed   from the Facilities after such cleaning or restoration of   the Facilities:   (a) The Operator shall be entitled to remove such   waste materials, remnants, residues, cleaning   water or agents forthwith at the risk and expense   of the Principal; or   (b) If the Operator shall so choose and notify the   Principal, the Principal shall remove such waste   materials, remnants, residues, cleaning water or   agents forthwith at the risk and expense of the   Principal and subject to the requirements of the   Operator.   ARTICLE 10 - OTHER OPERATIONS   10.1 Subject to Article 7, the Principal shall notify the   Operator reasonably in advance of any operation other than   the Operations which it shall wish the Operator to carry   out in respect of the Products and the Operator may agree   to do so subject to terms and conditions (including   charges) to be mutually agreed upon.   10.2 If the Operator shall choose not to carry out such   other operations, the Operator shall not be liable for any   Claim arising from any omission to carry out such   operations and the Principal shall indemnify the Operator   against all Claims suffered by or made against the Operator   due to such omission.     





 







VTTI Fujairah Terminals Ltd Fzc   10   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 11 - MAXIMUM TANK WEIGHT   Unless expressly permitted otherwise by the Operator, each   tank (if any) forming part of the Facilities on land shall   not be filled to a capacity exceeding the weight of an   equivalent volume of water in such tank at a temperature of   4 degrees Celsius.   ARTICLE 12 - INFORMATION FROM PRINCIPAL   12.1 The Principal shall, on or before the Effective Date   of the Agreement, furnish to the Operator:   (a) A description of the Products (including the   description of their nature, type, quality,   composition, temperature, weight, volume, value,   source, origin, hazard classification and in the   case of gases, their pressure) and a separate   description of their weight in any case where the   weight of any individual package of the Products   exceeds 1,000 kilograms; and   (b) A description of the other physical properties of   the Products and their particulars knowledge of   which are or may be of importance to the Operator   or which are of such a nature that the Agreement   would not have been entered into or would not   have been entered into on the same conditions, if   the Operator had knowledge of these particulars.   (c) The Principal shall guarantee that the Products   shall not come from, nor be transit through any   countries that are under United Nations sanctions   and shall guarantee that the Products or their   presence in the Terminal do not break any   international law or charter to which the United   Arab Emirate is a party.   12.2 The Operator shall not be deemed to have knowledge of   the description of the Products, if the descriptions   referred to in Article   12.3 shall not be complete or correct. The Operator may   accept delivery of the Products notwithstanding the   Operator’s knowledge of any incorrect or incomplete   description of the Products and if the Operator shall   choose to take delivery of the Products for any reason   whatsoever:     





 







VTTI Fujairah Terminals Ltd Fzc   11   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (a) The Principal shall bear the risk and expense of   any necessary or desirable measures carried out   by the Operator in respect of the Products   arising from such incorrect or incomplete   description and shall indemnify the Operator   against all Claims arising from such measures;   (b) The Operator shall not be liable for any Claim   arising from such taking of delivery of the   Products.   ARTICLE 13 - INSPECTION OF PRODUCTS   13.1 The Operator shall not be obliged to survey, count,   weight or measure Products that are delivered to its   Premises or to examine these as to their nature.   13.2 The Operator shall however, be entitled on or before   taking delivery of the Products:   (a) If the Operator suspects that the Products have   been incompletely or incorrectly described to   inspect the Products (and to open any container   for such purpose);   (b) To tally, weigh, measure, test or examine the   Products for the purposes of verification.   13.3 If the Operator shall find that the Products have been   incompletely or incorrectly described, the Principal shall   bear the cost of the Operator’s inspection and   verification.   13.4 The Operator shall never be liable for the correctness   of and/or designation of the Products.   ARTICLE 14 - LIABILITY FOR INCORRECT OR INCOMPLETE   STATEMENTS, ETC.   The Principal shall be liable to the Operator and shall   indemnify the Operator against all loss suffered by or   claims made against the Operator arising from any incorrect   or incomplete description, statement, indication,   information, notice, direction or instruction made or given   by the Principal to the Operator, in addition to the costs   payable by the Principal under Article 13, even if these   consequences have arisen beyond the fault of the Principal.     





 







VTTI Fujairah Terminals Ltd Fzc   12   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 15 - REFUSAL TO TAKE DELIVERY OF PRODUCTS OR CARRY   OUT OPERATIONS   15.1 Notwithstanding the other provisions of the Agreement,   the Operator shall be entitled to refuse to take delivery   of the Products or to carry out any Operations:   (a) If in the reasonable opinion of the Operator, the   Products delivered purportedly as the Products do   not conform with the description thereof provided   by the Principal under Article 12;   (b) If in the reasonable opinion of the Operator, the   carrying out of such Operations may lead to a   genuine Claim.   15.2 The Operator shall be entitled to require payment from   the Principal of any cost or expense incurred by the   Operator in respect of the Operations prior to the   Operator’s refusal to take delivery of the Products   pursuant to Article 15.1.   ARTICLE 16 - MEANS OF TRANSPORT, PACKING MATERIALS AND   CONTAINERS   16.1 The Principal shall guarantee and ensure at all times   that all Vessels delivering and taking delivery of the   Products shall have all necessary and up to date   certificates with regards ‘Tanker Owners Voluntary   Agreement concerning Liability for Oil Pollution’-   (TOVALOP), Lloyds in class and flag certificates and shall   be fit for use in respect of the Products and shall be in   compliance with the requirement of the competent   authorities. All details as well as evidence, if so   requested by the Operator, are to be submitted to it well   in advance.   16.2 The Operator shall be entitled at any time on, before   or during taking delivery of the Products, to test or   examine such Vessels for the purposes of inspection.   16.3 If in the reasonable opinion of the Operator, such   Vessels are not in accordance with Article 16.1 then:   (a) The Operator shall be entitled to refuse to take   delivery of the Products or if the Products are   then at the Terminal, to remove the Products   forthwith at the risk and expense of the     





 







VTTI Fujairah Terminals Ltd Fzc   13   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Principal or to require the Principal to remove   the Products forthwith;   (b) The Operator shall not be liable for any Claim   arising from any party in the event that Vessels   are not in compliance with Article 16.1 and the   Principal shall indemnify the Operator against   such Claim.   ARTICLE 17 - CONDITION OF PRODUCTS ON ARRIVAL   17.1 Taking delivery of the Products by the Operator shall   not in any way constitute proof that the Products were   delivered in a good and undamaged condition or that the   means of transport, packing materials or containers used in   respect thereof conformed with the requirements of Article   16.1.   17.2 The Operator shall, as soon as possible, notify the   Principal of any damage or defect of the Products or of   such means, materials or containers which is apparent at   the time of delivery thereof but the Principal shall not   make any Claim against the Operator by reason of the fact   that it has not been so notified.   17.3 The Operator shall be entitled, at the expense of the   Principal, to do all things necessary to prevent or reduce   further deterioration in the condition of the Products and   to arrange for a report to be made on the condition of the   Products without being liable for any Claim arising from   doing such things and the Principal shall indemnify the   Operator against such Claim.   ARTICLE 18 - INFORMATION AND DOCUMENTS FOR DUTIES, TAXES   AND CHARGES   18.1 If the Products are or may be subject to duties,   taxation or other charges by the competent authorities, the   Principal shall reasonably in advance furnish to the   Operator, all information and documents required by the   Operator to enable the Operator to make the appropriate   declarations to such authorities for such purposes to   facilitate the Operator’s dealings with such authorities.   18.2 The Principal shall be liable for and shall indemnify   the Operator against any claim, penalties, taxes or duties   suffered or payable by the Operator arising from any   incorrect or incomplete information or documents that have     





 







VTTI Fujairah Terminals Ltd Fzc   14   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   been furnished by the Principal to the Operator under   Article 18.1 or arising from the Principal’s failure or   omission to provide the required information and documents   or to provide the same promptly.   ARTICLE 19 - POINT OF DELIVERY OR RE-DELIVERY   19.1 The Products shall be deemed to have been delivered at   the Terminal:   (a) If the Products are pumped from a tanker or from   the tanks of any other Vessel, immediately upon   the Products passing the connecting flange of the   pipeline at the Terminal connected to the   manifold of the tanker or other Vessel;   (b) If the Products are delivered through a pipeline   at the terminal of any other person, immediately   upon the Products passing the valve placed   between that pipeline and the pipeline at the   Terminal;   (c) If the Products are delivered by a Vessel and are   unloaded otherwise than in the manner described   in paragraph (a) above, immediately after the   Products have been unhooked at the Terminal; or   (d) If the Products are delivered by rail or road,   immediately upon the Products passing the   connection to the means of transport at the   Terminal in the event of unloading by means of   pumps or in the event of any other manner of   unloading, immediately after having been unloaded   from the means of transport.   19.2 The Products shall be deemed to have been re-delivered   to the Principal from the Terminal:   (a) If the Products are re-delivered to a tanker or   into the tank of any other Vessel, immediately   upon the Products passing the connecting flange   of the pipeline at the Terminal connected to the   manifold of the tanker or other Vessel;   (b) If the Products are re-delivered through a   pipeline at the terminal of any other person,   immediately upon the Products passing the valve     





 







VTTI Fujairah Terminals Ltd Fzc   15   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   placed between that pipeline and the pipeline at   the Terminal;   (c) If the Products are re-delivered to a Vessel and   are loaded other wise than in the manner   described in paragraph (a) above, immediately   after the containers containing the Products have   been hooked at the Terminal; or   (d) If the Products are re-delivered by rail or road   immediately upon the Products passing the   connection to the means of transport at the   Terminal in the event of unloading by means of   pumps, or in the event of any other manner of   loading, immediately after having been loaded   onto the means of transport.   ARTICLE 20 - ARRIVAL, HANDLING AND DEPARTURE OF VESSELS AND   VEHICLES   20.1 The Principal shall guarantee all Vessels delivering   to or taking delivery from the Facilities shall not exceed   any of the dimensions as established by the Port of   Fujairah Authority, the competent authority for all Vessels   calling at the Port of Fujairah.   20.2 A Vessel may berth or a Vehicle may be landed at the   Terminal for the purposes of delivering or taking re-   delivery of the Products, except where the Operator shall   at its absolute discretion refuse to grant permission for   such berthing or landing without having to specify the   reason for such refusal.   20.3 Subject to Article 20.2 and except where required   otherwise by the competent authorities or where deemed   necessary by the Operator to facilitate other operations at   the Terminal, the Operator shall handle a Vessel berthed at   the Terminal or a Vehicle landed at the Terminal, in the   order in which the arrival of such Vessel has been notified   by the Principal to the Operator by such means and within   such time as shall have been agreed between the Operator   and the Principal.   20.4 In the event of any delay caused to the Vessel or the   Vehicle or any delay, interruption or departure from the   sequence of the handling of the Vessel or the Vehicle due   to any cause whatsoever (including the non-availability of   a berth or ancillary facilities at the Terminal), the     





 







VTTI Fujairah Terminals Ltd Fzc   16   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Operator shall not be liable to the Principal or any other   person for any Claim arising from any such delay or   interruption or departure (including any claim for any   demurrage or other compensation for any temporary or   permanent loss of use of the Vessel or the Vehicle).   20.5 If the loading or discharge of the Products shall be   undertaken by the Operator as part of the Operations, the   Principal shall ensure that the Operator shall receive   adequate directions (including times and pumping speeds) in   sufficient time regarding the proper manner of such loading   or discharge and if the Products are to be delivered to the   Operator in various consignments, regarding the Products   that form part of each consignment.   20.6 (1) With regard to the discharge or loading of the   Products from or onto any Vessel or any Vehicle during the   delivery or the taking of re-delivery of the Products to or   from the Facilities, as the case may be, the Principal   shall ensure that when the Vessel or the Vehicle has   berthed or parked alongside a delivery or re-delivery point   at the Terminal designated by the Operator and the Operator   has declared itself to be ready for such delivery or re-   delivery, such discharge from or loading onto the Vessel or   the Vehicle (including the connection and disconnection of   hoses and the taking and analysis of samples of the   Products) shall commence immediately and proceed diligently   on a 24-hour basis daily (including Fridays and public   holidays) without interruption or delay until the   completion of such discharge or loading.   (2) Without prejudice to the generality of paragraph (1)   above, the Principal shall ensure that:   (a) The Products shall be discharged from a Vessel or   a Vehicle at the maximum pumping capacity which   is usual in the case of a Vessel or a vehicle of   a similar size and tonnage, taking into account   the maximum receiving capacity of the Terminal   (seven (7) bars of pressure) and the requirements   of safety; and   (b) If the Products shall have to be pumped from the   Vessel during such discharge, the Products shall   be pumped at such temperature, pressure and   condition as will not delay or impede such   pumping. With regards to temperature, the maximum   temperature discharge condition for Class 1 and 2     





 







VTTI Fujairah Terminals Ltd Fzc   17   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   petroleum products is ambient temperature, and   the maximum temperature discharge condition for   Class 3 petroleum products is 15 degrees Celcius   lower than the flashpoint of the product with a   maximum of 70 degrees Celcius.   (3) If the Operator and the Principal shall differ on the   question of such maximum pumping capacity, temperature,   pressure or condition, the Operator shall be entitled   thereupon to obtain the decision of an independent and   reputable expert whose decision shall be final and binding   on the parties (including his decision on whether the   Operator or Principal should bear the cost of his   decision).   20.7 The Principal shall ensure that the Vessel or the   Vehicle shall be removed from the Terminal immediately upon   completion of such discharge or loading or sooner if   necessary for compliance with the requirements of the   competent authorities or where deemed necessary by the   Operator to facilitate other operations at the Terminal.   20.8 If the Operator shall not have received any or any   adequate directions described in Article 20.5 or shall not   have received such directions within sufficient time:   (a) The Operator shall be entitled to refuse delivery   or redelivery of the Products and at the risk and   expense of the Principal, to remove the Vessel or   the Vehicle to any place chosen by the Operator   at its absolute discretion; and   (b) The Principal shall pay to the Operator all   losses, costs and expenses (including demurrage   and consequential losses) arising from such non-   receipt, refusal and removal and shall be liable   for any Claims arising from such failure and   shall indemnify the Operator against such Claims.   20.9 If:   (a) The Products shall not be discharged from or   loaded onto the Vessel or the Vehicle, as the   case may be, at the times and the speed as per   the adequate directions described in Article 20.5   due to any reason whatsoever; or     





 







VTTI Fujairah Terminals Ltd Fzc   18   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (b) The Vessel or the Vehicle shall not be removed   from the Terminal at the time described in   Article 20.7 due to any reason whatsoever   (including the arrest or seizure of the Vessel or   the Vehicle by a third party) and the Operator   shall have requested the Principal or the master   of the Vessel or the driver of the Vehicle to   increase the speed of such discharge or to remove   the Vessel or the Vehicle, as the case may be,   and the Principal or the master or the driver   shall fail to comply with such request due to any   reason whatsoever:   (i) The Operator shall be entitled to interrupt such   discharge or loading and to remove the Vessel or   the Vehicle to any place chosen by the Operator   at its absolute discretion; and    (ii) The Principal shall pay to the Operator all   losses, costs and expenses (including demurrage   and consequential losses) arising from such   failure and removal and shall be liable for any   Claims arising from such failure and shall   indemnify the Operator against such Claims.   ARTICLE 21 - WORKING HOURS   21.1 Except where expressly agreed otherwise, the   Operations shall be carried out during the normal working   hours of the Operator in force from time to time.   21.2 Notwithstanding Article 21.1 any Operations may be   carried outside the normal working hours:   (a) If the Operator shall reasonably deem it   necessary to do so or if required by the   competent authorities; or   (b) If the Principal shall so request the Operator   and the Operator agrees to do so.   21.3 Any cost or expense incurred by the Operator arising   from carrying out any Operations outside the normal working   hours pursuant to Article 21.2 shall be paid by the   Principal to the Operator.     





 







VTTI Fujairah Terminals Ltd Fzc   19   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 22 - DELIVERY AND RE-DELIVERY OF PRODUCTS   22.1 If the Principal has informed the Operator that the   Products will be delivered or taken re-delivery of in   specified quantities and at specified times or at specified   intervals and if the Products are not so delivered or taken   re-delivery of:   (a) The Principal shall be liable for any Claims   arising from the failure to so deliver or take   re-delivery of the Products due to any cause   whatsoever and shall indemnify the Operator   against such Claims; and   (b) In the case of delivery of the Products, the   Operator shall then no longer be required to make   available the Facilities pursuant to the   Agreement or in the case of re-delivery of the   Products, the Operator shall be entitled to   remove the Products forthwith from the Facilities   at the risk and expense of the Principal.   22.2 Time shall be of the essence for the purposes of this   Article and the Principal shall not be entitled to any   notice of such failure.   ARTICLE 23 - COUNTING, WEIGHING, MEASUREMENT AND TESTING OF   PRODUCTS   23.1 Both Parties may agree on an independent surveyor. The   Principal shall meet the cost of the independent surveyor.   23.2 The independent surveyor’s findings with regards   Products received by the Operator or Products delivered to   the Principal shall only be based on the standard volumes   at 15 degrees Celcius in the Terminal’s tanks, NOT the   tanks of the Vessel.   23.3 Subject to Article 23.4 only the results of counts,   weighings or measurement of the Products carried out by the   independent surveyor shall bind the parties.   23.4 Subject to the agreement of both Parties in writing,   the Operator can at its discretion carry out the survey as   described in Article 23.2 instead of an independent   surveyor, in such cases the results of counts, weighings or   measurement of the Products carried out by the Operator   shall bind the parties.     





 







VTTI Fujairah Terminals Ltd Fzc   20   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   23.5 The Principal or any person authorised in writing by   the Principal may be present at such counts, weighings or   measurements.   23.6 Testing shall be carried out by a third party or FTL   laboratory, as instructed by the Principal. All costs   associated with the testing including the shipping of the   samples for testing and the return of sample containers to   the Operator shall be borne by the Principal.   ARTICLE 24 - DELIVERIES AND RECEIPTS   Both parties shall fulfill the requirements of the latest   edition of the FTL Nomination and Operational Procedures,   appended to each governing agreement, with regards to the   delivery/receipt of Products, to/from the Terminal.   ARTICLE 25 - ACCESS TO TERMINAL   25.1 The Operator shall grant the Principal and persons   authorised in writing by the Principal, reasonable access   to the Facilities as referred to in Article 21.1 only for   the purposes of the Agreement subject to their compliance   with the requirements of the Operator and the competent   authorities.   25.2 The Operator shall not be liable for any Claim due to   any cause whatsoever arising from the entry to or presence   of the Principal or such authorised persons on the Terminal   and the Principal shall indemnify the Operator against such   Claims.   ARTICLE 26 - INFORMATION ON PRODUCTS   The Operator shall furnish information in respect of the   Products only to the Principal or any person authorised in   writing by the Principal.   ARTICLE 27 - TRANSFER OR PASSING OF OWNERSHIP OF PRODUCTS   27.1 The Principal shall immediately notify the Operator of   any intended transfer of ownership or other interest in the   Products.   27.2 The Operator shall not be obliged to recognize nor be   bound by any transfer of ownership or other interest in the   Products:     





 







VTTI Fujairah Terminals Ltd Fzc   21   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (a) If the Principal shall not have performed or   observed any term or condition of the Agreement   (including the obligation to pay all sums due   under the Agreement) due to any reason whatsoever   or if the Principal shall not have performed or   observed any term or condition of any agreement   made between the Operator and the Principal in   respect of any other products at the Terminal; or   (b) If due to any reason whatsoever, the Principal   shall not have obtained the agreement of the   intended transferee in a form approved by the   Operator to perform and observe the terms and   conditions of the Agreement; or   (c) If in the Operator’s opinion, any dispute may   arise between the Principal and the intended   transferee or any other person in relation to the   ownership or other interest in the Products or in   relation to the right to delivery or possession   thereof.   27.3 In the event of any dispute described in Article   27.2(c), the Operator shall be entitled:   (a) To retain the Products and such other products at   the risk and expense of the Principal until the   resolution or settlement of such dispute to the   Operator’s satisfaction; and   (b) To obtain legal assistance and initiate legal   proceedings at the expense of the Principal in   respect of such dispute.   27.4 The Principal shall be liable for all Claims arising   from any refusal of the Operator to recognize or to be   bound by the intended transfer of ownership or other   interest in the Products and shall indemnify the Operator   in respect of such Claims.   27.5 Notwithstanding the transfer of ownership or   possession of the Products, until and unless the Operator   shall have agreed to recognize and be bound by such   transfer, the Principal shall continue to perform and   observe the terms and conditions of the Agreement   (including the obligation to pay all sums due under the   Agreement and all Claims) even insofar as they relate to   any Operations carried out after the trans fer.     





 







VTTI Fujairah Terminals Ltd Fzc   22   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   27.6 Upon the Operator’s recognition and agreement to be   bound by the transfer, the transferee shall be deemed to be   the Principal for the purposes of the Agreement and shall   also be jointly and severally liable with its predecessor   in title for the performance and observance of the   Agreement as described in Article 27.5   ARTICLE 28 - DELIVERY REQUIREMENTS   28.1 The Operator shall re-deliver the Products to the   Principal:   (a) If so instructed by the Principal;   Provided that the Principal shall have performed and   observed the terms and conditions of the Agreement and of   any other agreement made between the Operator and the   Principal in respect of other products at the Terminal, up   to the date of such re-delivery.   28.2 The Operator shall be entitled but not obliged:   (a) To demand from any person purporting to be   entitled or authorised to take re-delivery of the   Products, satisfactory proof of the person’s   identity and of such entitlement and authority   28.3 In the event of any partial or total loss or   destruction of the Products due to any cause whatsoever,   the date of commencement of such loss or destruction shall   be deemed to be the date of re-delivery of the Products by   the Operator to the Principal.   ARTICLE 29 - RATES, CHARGES AND TAXES   29.1 Without prejudice to the provisions of the Storage   Contract, The Principal shall pay to the Operator all   rates, charges and other sums which shall be payable under   the Agreement including any rentals, storage charges,   heating costs, refrigeration costs, insurance costs,   throughput shortfall charges, taxes, duties, port dues,   wharfage and all other costs incurred by the Operator in   relation to the Products, the Vessels and the Vehicles of   the Principal.   29.2 For the avoidance of doubt, it is hereby agreed and   declared that:     





 







VTTI Fujairah Terminals Ltd Fzc   23   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (a) Where the Products shall be delivered or taken   re-delivery of by a Vessel or Vehicle, such sums   have been charged on the basis that the Products   shall be delivered or re-delivered at the flange   of the pipeline at the Terminal which is   connected to the manifold of the Vessel or   Vehicle;   (b) Unless expressly agreed otherwise:   (i) Such sums shall be payable for the whole period   during which the Facilities are available for the   Principal’s use pursuant to the Agreement   regardless of whether or not the Principal shall   have actually used the same; and    (ii) Such sums shall be payable on a monthly basis,   any part of a month constituting a full month for   the purposes of payment. The Operator shall not   be obliged to recover from third parties any   sums, which may be due from third parties to the   Principal in respect of the Products.   29.3 The Operator shall be entitled to increase such sums   immediately if the costs incurred by the Operator in   respect of the Operations shall be affected by changes in   the currency exchange rates or in the requirements imposed   by legislation or regulations in respect of the Operations   the interests of safety or environmental protection or if   necessitated by local circumstances.   ARTICLE 30 - CONDITIONS OF PAYMENT   30.1 All sums of whatever nature due from the Principal to   the Operator (excluding Rental Fees which are subject to   the provisions of the Storage Contract) under the Agreement   shall be recoverable against the Products and any other   products delivered by the Principal to the Operator under   any other agreement made between the Operator and the   Principal and shall be payable without demand and without   deduction not later than 10 days after the date of the   Operator’s invoice therefor. The settlement of the Rental   Fees shall remain subject to the relevant clause of the   Storage Contract.   30.2 Notwithstanding the period for payment stipulated in   Article 30.1:     





 







VTTI Fujairah Terminals Ltd Fzc   24   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (a) If legal proceedings shall be commenced by any   third party for the bankruptcy or liquidation or   winding up of the Principal;   (b) If the Principal shall make any offer of   composition to its creditors;   (c) If any order of distress or attachment or similar   order shall be made against any property of the   Principal;   (d) If the Principal shall cease to carry on the   business in which it was engaged at the   commencement of effect of the Agreement; or   (e) If the Principal shall fail to perform or observe   any terms or conditions of the Agreement;   All sums due from the Principal to the Operator shall   become immediately due and payable.   30.3 If due to any reason whatsoever (except the default of   the Operator) the Principal shall not pay any sum payable   to the Operator under the Agreement within 10 days after   the date of the Operator’s invoice therefor or on the   agreed maturity date:   (a) The Operator shall be entitled to engage the   services of any person to recover such sum from   the Principal, in which event the Principal shall   also be liable for all costs incurred by the   Operator for such services (including the legal   costs) which costs shall be not less than 15% of   such sum; and   (b) Regardless of whether or not the Operator shall   have engaged the services of any person as   described in paragraph (a), the Principal shall   in addition to all sums payable under the   Agreement and the costs described in paragraph   (a) (if any), pay to the Operator an interest of   ***% on such sums and the costs, which interest   shall be payable on a day to day basis form the   date immediately after the due date for payment   to the date of actual payment of such sums, the   costs and interest thereon or to the date of   expiry or sooner termination of the Agreement,   whichever is earlier.     





 







VTTI Fujairah Terminals Ltd Fzc   25   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   30.4 Time shall be of the essence for the purposes of this   Article.   ARTICLE 31 - SEGREGATED STORAGE   The Principal shall have segregated tanks allocated to it.   ARTICLE 32 - DISPUTE OF OWNERSHIP OF PRODUCTS   32.1 If there shall be any dispute between the Operator and   the Principal or between the Operator and any third party   relating to the ownership of or other right, title or   interest in the Products or if the Products shall be   attached, detained or seized by a third party in any way,   the Operator shall pursuant to a court order detain the   Products until the dispute is resolved by the competent   court or otherwise settled.   32.2 The Operator shall be entitled to seek any legal   advice or to commence any legal proceedings or to take any   measure which it deems necessary to protect its interest in   such dispute, attachment, detention or seizure or to   resolve such dispute, in which event the risk and expense   of such advice, proceedings and measure shall be borne by   the Principal.   ARTICLE 33 - RIGHT OF DISPOSAL   33.1 Without prejudice to Article 32:   (a) If the Principal fails to remove the Products due   to any reason whatsoever upon the expiry or early   termination of the Agreement; or   (b) If the Principal fails to pay to the Operator any   sum due to the Operator under the Agreement due   to any reason whatsoever the Operator shall be   entitled, without further notice or demand to the   Principal, to remove the Products from the   Facilities to any place whether in or outside the   Terminal and dispose of or destroy the Products   in such manner as the Operator deems fit and at   the risk and expense of the Principal.   33.2 If the Operator shall decide to dispose of the   Products by sale by private treaty or public auction:     





 







VTTI Fujairah Terminals Ltd Fzc   26   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   (a) The Operator shall be entitled to open or break   open without being liable for any damage caused   thereby, any container or any other package   containing the Products; and   (b) Any proceeds of sale shall be applied by the   Operator in the following manner:   (i) Firstly, in payment of all sums due from the   Principal to the Operator under the Agreement or   under any other agreement made between the   Operator and the Principal;   (ii) Secondly, in payment of the expenses of the   removal and disposal and any storage of the   Products in the period between such removal and   disposal;   (iii) Thirdly, in payment of any sums due from the   Principal to the competent authorities; and    (iv) Fourthly, in payment of other claims or lines of   which notice has been given by third parties to   the Operator and by rendering any surplus to the   Principal on demand and if no such demand is made   within one year from the date of such sale, by   retaining the surplus whereupon all rights of the   Principal to the surplus shall be forfeited.   33.3 If the proceeds of any sale of the Products by the   Operator pursuant to Article 33.1 shall be insufficient to   satisfy in full any claim of the Operator under the   Agreement and under any other agreement made between the   Operator and the Principal, the Operator shall be entitled   to recover the same from the Principal as a debt in any   court of competent jurisdiction.   33.4 Any sale of the Products by the Operator pursuant to   Article 33.2 shall be free from any encumbrances.   33.5 The Operator shall not be liable for any Claim arising   from the removal, disposal, destruction and intermediate   storage of the Products and the Principal shall indemnify   the Operator against such Claims.     





 







VTTI Fujairah Terminals Ltd Fzc   27   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 34 - FORCE MAJEURE   34.1 If the Principal shall be prevented by a Force Majeure   from performing or observing its obligation under the   Agreement and shall suffer undue hardship due to such Force   Majeure, the Principal shall immediately notify the   Operator thereof and identify the Force Majeure, whereupon   the Principal shall be released from such performance or   observance (excluding financial obligations) to the extent   that such performance or observance shall be prevented by   the Force Majeure and such undue hardship.   34.2 The Principal shall perform and observe its other   obligations under the Agreement insofar as they shall not   be affected by the Force Maj eure.   34.3 The Operator may require the Principal to fulfill such   obligation immediately upon the cessation of the Force   Majeure regardless of whether or not the Force Majeure   shall cease during or after the currency of the Agreement.   34.4 Notwithstanding Article 34.1, if the Force Majeure   shall continue for a period longer than that which the   Operator considers reasonable for the release of the   Principal from such performance or observance, the Operator   shall be entitled to terminate the Agreement immediately by   notice to the Principal.   34.5 The Principal shall be liable for all Claims arising   from the Operations due to any cause whatsoever and the   Principal shall indemnify the Operator against such claims.   34.6 The Operator shall be released from performing or   observing its obligations under the Agreement if such   performance or observance shall be prevented by a Force   Majeure.   ARTICLE 35 - OPERATOR’S LIABILITY   35.1 The Operator shall carry out the Operations using   reasonable care and skill.   35.2 In no event shall the Operator suffer any liability in   contract, tort, negligence or otherwise arising out of or   in connection with this Agreement for any indirect,   special, incidental, economical, consequential loss or   damage, including without limitation to the generality of   the foregoing, loss of profits, business, contracts or     





 







VTTI Fujairah Terminals Ltd Fzc   28   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   anticipated savings even if the Operator has been advised   of the possibility thereof.   35.3 The Operator shall not be liable to the Principal or   be deemed to be in breach of contract of this Agreement by   reason of:   (a) Force Majeure.   (b) Any delay in the delivery of the Products to the   Operator.   (c) Any other cause unless it is first proven by the   Principal that a Claim had arisen from the gross   negligence or the wilful act of the Operator.   35.4 Without prejudice to the other provisions of the   Agreement, in the event of any Claim against the Operator:   (a) The Operator shall not be liable to the Principal   for any sum exceeding US Dollars Fifty Thousand   (US$ ***);   (b) The Operator shall not be liable for any loss of   profit, consequential loss or any indirect loss   or damage;   (c) The Operator shall not be liable for any Claim   where the circumstances giving rise to the Claim   occurred before delivery of the Products to the   Operator or after re-delivery of the Products to   the Principal;   (d) The Claim will be void if the Principal shall not   have notified the Operator thereof within one   week after the date on which the Principal became   aware of the circumstances giving rise to the   claim or the date when it ought reasonably to   have become so aware.   35.5 If any Claim shall be made against the Operator by   more than one person and the Operator shall decide to pay   compensation in respect of the Claim, the Operator shall be   entitled to apportion such compensation among such persons   according to the extent of proven loss or damage suffered   by each of them.     





 







VTTI Fujairah Terminals Ltd Fzc   29   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   ARTICLE 36 - CUMULATIVE RIGHTS AND REMEDIES   The rights and remedies given to the Operator under these   Articles shall be cumulative remedies and shall not   prejudice any other rights or remedies of the Operator   contained in the Agreement or at law or the right of action   or other remedy of the Operator for the recovery of any   sums due to it from the Principal or in respect of any   antecedent breach of the Agreement by the Principal.   ARTICLE 37 - COMPLIANCE WITH STATUTES   37.1 The parties shall comply with the provisions of all   statutes, affecting the Products, the Operations and the   Agreement and shall give all necessary notices and the   Principal shall obtain all requisite permission, approvals   and consents.   37.2 The Principal shall indemnify the Operator against any   fines, penalties, losses, costs or expenses incurred by the   Operator in respect of any non-compliance with the   provisions of such statutes.   ARTICLE 38 - ASSIGNMENT OF AGREEMENT   The rights and obligations of the Principal under the   Agreement are personal to the Principal only as expressly   permitted by the Agreement and shall not be assigned or   shared in any way to or with any person without the prior   consent of the Operator.   ARTICLE 39 - CONSENT FOR WAIVER   No consent or expressed or implied waiver by the Operator   to or of any breach of any covenant, condition or duty of   the Principal shall be constructed as a consent or waiver   by the Operator to or of any other breach of the same or   any other covenant condition or duty by the Operator and   shall not prejudice in any way the rights powers and   remedies of the Operator contained in the Agreement.              





 







VTTI Fujairah Terminals Ltd Fzc   30   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Appendix 7         TANK STORAGE FEE           The Tank Storage Fee per cubic meter (m3) for the Contractual Capacity pro rata per month or   part thereof shall be $ ***/m3 for the period Start Date – End Date.                





 







VTTI Fujairah Terminals Ltd Fzc   31   *** Certain information in this document has been omitted and filed separately with the Securities and   Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.   Appendix 8 Port limitations      The Client acknowledges and agrees that it shall comply with the following port limitations   applicable outside of the Terminal in the port of Fujairah:      Maximum Viscosity at actual temperature   The port system can handle maximum cargo viscosity of 500cst. If the cargo viscosity is more   than this limit then the port may ask for additional measures or may reject the cargo of the Client.      Maximum H2S   The port has set a maximum h2s limit for cargo passing through its communal facility as 10 ppm   in liquid phase. If the h2s cargo limit exceeds such limit then the port may request for additional   measures to which the Clients shall have to comply with to perform any operations. If the floating   roof of an internal floating roof tank is resting then the tank will be treated similar as that of  fixed   roof tanks (until roof floated) and in which case, appendix 4 shall apply.      Pour Point   The temperature of the cargo used by the Client for the communal facility of the port should be 20   degrees Celsius above the pour point and the Client shall comply with this when discharging high   pour point cargo through FOTT berths.