flexambersaleandleasebac






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. Dated:           Flex LNG Amber Limited, a corporation incorporated and existing under the laws of the Republic of Marshall Islands  with its registered address at Trust Company Complex, Ajeltake Road,Ajeltake Island, Majuro, Marshall Islands   (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and Bund 10 Holding Limited, a company incorporated under the laws of Hong Kong with its registered office at Level  54, Hopewell Centre, 183 Queen's Road East, Hong Kong (Name of buyers), hereinafter called the “Buyers”, have  agreed to buy: Name of vessel: m.v. "Flex Amber" IMO Number: 9857377 Builder's Hull Number: 8011  Classification Society: DNV - GL Class Notation: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500kg/m3, 0.35bar), GF,  EO, BIS, TMON, COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN,  F(A, C)            Year of Build: 2020 Builder/Yard: Hyundai Samho Industries Co., Ltd. Flag: Marshall Islands Place of Registration: Marshall Islands GT/NT: 116,430/34,930 hereinafter called the “Vessel”, on the following terms and conditions: Definitions - see also Clause 34 "Agreement" means this memorandum of agreement which shall for the avoidance of doubt, include the rider  provisions from Clauses 19 to 34.  “Banking Days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price  in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and            (add additional jurisdictions as appropriate). “Buyers’ Nominated Flag State” means Marshall Islands (state flag state). “Class" means the class notation referred to above. “Classification Society" means the Society referred to above. "Dollars" or "$" mean United States dollars, being the lawful currency of the United States of America.  "Deposit" shall have the meaning given in Clause 2 (Deposit). 22 June 2020 





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. “Deposit Holder” means           (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank,  which shall hold and release the Deposit in accordance with this Agreement. “In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter,  email or telefax. “Parties” means the Sellers and the Buyers. “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). “Sellers’ Account” means           (state details of bank account) at the Sellers’ Bank. “Sellers’ Bank” means           (state name of bank, branch and details) or, if left blank, the bank notified by the  Sellers to the Buyers for receipt of the balance of the Purchase Price. 1. Purchase Price  (see Clause 19) The Purchase Price is           (state currency and amount both in words and figures). 2. Deposit - intentionally omitted  As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of          %  (          per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest  bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that: (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened. The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall  be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the  Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the  account without delay. 3. Payment (see Clause 19) On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of  Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): (i) the Deposit shall be released to the Sellers; and (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under  this Agreement shall be paid in full free of bank charges to the Sellers’ Account. 4. Inspection - intentionally omitted  (a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the  Vessel at/in           (state place) on           (state date) and have accepted the Vessel following this  inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement. (b)* The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are  accepted or not within           (state date/period). The Sellers shall make the Vessel available for inspection at/in           (state place/range) within            (state date/period). The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue  delay they shall compensate the Sellers for the losses thereby incurred.  The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.  





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the  Buyers.  The sale shall become outright and definite, subject only to the terms and conditions of this Agreement,  provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-two  (72) hours after completion of such inspection or after the date/last day of the period stated in Clause 4(b)(ii),  whichever is earlier. Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel's  classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with  interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null  and void.  *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a)  shall apply. 5. Time and place of delivery and notices - see Clause 27  (a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in            (state place/range) in the Sellers' option.  Notice of Readiness shall not be tendered before:           (date)  Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a)(iii) and 14):           (b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with  twenty (20), ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of  Readiness and of the intended place of delivery.  When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement,  the Sellers shall give the Buyers a written Notice of Readiness for delivery. (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be  ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they  anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such  notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14  (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new  Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the  Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be  deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in Clause 5(a). If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including  those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to  any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by  the original Cancelling Date.  (e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit  together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement  shall be null and void. 6. Divers Inspection / Drydocking - intentionally omitted  (a)* (i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a  diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared  latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers  pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available  for such inspection. This inspection shall be carried out without undue delay and in the presence of a  Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’  representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without  





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and  the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the  conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense  make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling  Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection. (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken,  damaged or defective so as to affect the Vessel's class, then (1) unless repairs can be carried out afloat to the  satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their  expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load  line, the extent of the inspection being in accordance with the Classification Society's rules (2) such defects  shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society  without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the  Classification Society's attendance. Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the  aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to  deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost  (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter  the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated  direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable  independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties  within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the  Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then  the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs.  The Sellers may not tender Notice of Readiness prior to such estimate having been established. (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available  at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are  available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the  Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose  of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the  additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14)  days. (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of  the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance  with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the  deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall  be made good at the Sellers' cost and expense to the satisfaction of the Classification Society without  condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in  connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the  Classification Society's fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft  system are condemned or found defective or broken so as to affect the Vessel's class. In all other cases, the  Buyers shall pay the aforesaid costs and expenses, dues and fees. (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above: (i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the  satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers  shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent  of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with  the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be  drawn and surveyed not later than by the completion of the inspection by the Classification Society. The  drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system  be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good  at the Sellers' cost and expense to the satisfaction of Classification Society without  condition/recommendation**. 





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the  Classification Society requires such survey to be carried out or if parts of the system are condemned or found  defective or broken so as to affect the Vessel's class, in which case the Sellers shall pay these costs and  expenses. (iii) The Buyers' representative(s) shall have the right to be present in the drydock, as observer(s) only without  interfering with the work or decisions of the Classification Society surveyor. (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk,  cost and expense without interfering with the Sellers' or the Classification Society surveyor's work, if any, and  without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when  the Sellers have completed the work which the Sellers are required to do, the additional docking time needed  to complete the Buyers' work shall be for the Buyers' risk, cost and expense. In the event that the Buyers' work  requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness  for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to  take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not. *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6  (a) shall apply. **Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification Society  without condition/recommendation are not to be taken into account. 7. Spares, bunkers and other items The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All  spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s),  if any, belonging to the Vessel at the time of deliveryinspection used or unused, whether on board or not shall  become the Buyers' property, but spares on order are excluded. Forwarding charges, if any, shall be for the  Buyers' account.. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare  propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the  replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale  and be taken over by the Buyers without extra payment. Any bunkers and unused lubricating oils and greases  in storage tanks and unopened drums at the time of delivery of the vessel shall be taken over by the Buyers, at  no cost to the Buyers.  Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's personal  belongings including the slop chest are excluded from the sale without compensation, as well as the following  additional items:          (include list)  Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale  without compensation:          (include list)  Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be  replaced or procured by the Sellers prior to delivery at their cost and expense. The Buyers shall take over  remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums  and pay either: (a)* the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or (b)* the current net market price (excluding barging expenses) at the port and date of delivery of the  Vessel or, if unavailable, at the nearest bunkering port,  for the quantities taken over. Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase  Price. "inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspection), if  applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. *(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall  apply. 8. Documentation - also see Clause 23 The place of closing:           (a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery  documents: (i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel  and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts  whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag  State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to  authorise the execution, delivery and performance of this Agreement; (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in  the performance of this Agreement, duly notarially attested and legalized or apostilled (as appropriate); (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of  delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered  encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the  original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued  within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of  condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion  appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a  matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect  deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to  the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has  been delivered; (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be  registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue  such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate  promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2  stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (viiix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s  communications contract which is to be sent immediately after delivery of the Vessel; (viixi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’  Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any  such documents as soon as possible after the date of this Agreement; and (ixxii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any  nation or international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to  authorise the execution, delivery and performance of this Agreement; and 





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in  the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be  accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice  in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub- clause (a) and Sub-clause (b) above for review and comment by the other party not later than            (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery  as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also  hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding  ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also  be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the  right to take copies. (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be  forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but  the Buyers have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and  time of delivery of the Vessel from the Sellers to the Buyers. 9. Encumbrances The Sellers warrant that the Vessel, at the time of dDelivery, is free from all charters (other than the Bareboat  Charter), encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to  Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all  consequences of claims made against the Vessel which have been incurred prior to the time of Ddelivery. 10. Taxes, fees and expenses Any taxes, fees and expenses in connection with the purchase of the Vessel and registration in the Buyers'  Nominated Flag State shall be for the Buyers' account, whereas similar chargesand in connection with the  closing of the Sellers' register shall be for the Sellers' account. 11. Condition on delivery The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the  Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she  was at the time of this Agreementinspection, fair wear and tear excepted.  However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without  overdue condition/recommendation*, free of average damage affecting the Vessel's class, and with her  classification certificates and national certificates, as well as all other certificates the Vessel had at the time of  Deliveryinspection, valid and unextended without condition/recommendation* by the Classification Society or  the relevant authorities at the time of Ddelivery. "Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) (Inspections), if  applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. *Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification Society  without condition/recommendation are not to be taken into account. 12. Name/markings - intentionally omitted  Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. 13. Buyers' default   





 






Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this  Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred  together with interest. Should the Purchase Price not be paid in accordance with Clause 3 (Payment) the Agreement, the Sellers have  the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be  released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further  compensation for their losses and for all expenses incurred together with interest.it shall terminate whereupon  all the Buyers' liabilities hereunder shall be extinguished.  14. Sellers' default  Should the Sellers fail to give notice of the intended Delivery Date under Clause 27 Notice of Readiness in  accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the  Buyers shall have the option of cancelling this Agreement. If after Notice of ReadinessPayment Notice has been  given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not  made physically ready again by the Cancelling Date and new Notice of ReadinessPayment Notice given, the  Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the  Deposit together with interest earned, if any, shall be released to them immediately. Should the Sellers fail to give Notice of ReadinessPayment Notice by the Cancelling Date or fail to be ready to  validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and  for all expenses together with interest if their failure is due to proven negligence and whether or not the  Buyers cancel this Agreement.in accordance with clause 55 (Fees and Expenses) of the Charter, and this  Agreement shall immediately terminate and be cancelled without the need of either Buyers or Sellers to take  any action whatsoever.  15. Buyers' representatives - intentionally omitted  After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the  right to place two (2) representatives on board the Vessel at their sole risk and expense. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and  they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’  representatives shall sign the Sellers' P&I Club’s standard letter of indemnity prior to their embarkation. 16. Law and Arbitration (See Clause 33)  (a)* This Agreement shall be governed by and construed in accordance with English law and any dispute arising out  of or in connection with this Agreement shall be referred to arbitration in London in accordance with the  Arbitration Act 1996 or any statutory modification or re- enactment thereof save to the extent necessary to  give effect to the provisions of this Clause.  The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)  Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its  arbitrator and send notice of such appointment in writing to the other party requiring the other party to  appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its  arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done  so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice  that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may,  without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator  and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if  the sole arbitrator had been appointed by agreement. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be  conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration  proceedings are commenced. (b)* This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and  





 






 





 






 





 






  1  Execution Version      RIDER CLAUSES TO MEMORANDUM OF AGREEMENT  DATED __________________ 2020  CLAUSE 19  - PAYMENT OF PURCHASE PRICE BY BUYERS  (a) Subject to the provisions of this Agreement, in consideration of the Buyers agreeing to  pay the Purchase Price of the Vessel to the Sellers, the Sellers hereby agree to sell and  transfer all rights, title and interest in the Vessel absolutely, with full title guarantee, on  the Delivery Date.  (b) Subject to the provisions of this Agreement, the Purchase Price shall be paid in full by the  Buyers to the Sellers as follows:   (i) an amount of the Purchase Price corresponding to the amount of the Advance  Hire payable by the Sellers as bareboat charterer of the Vessel to the Buyers as  owner under Clause 40(a)(i) of the Bareboat Charter on the Delivery Date shall be  set off against the obligation of the Sellers to make payment of such Advance Hire  to the Buyers (as owners) under the Bareboat Charter;  (ii) if agreed by the Buyers in their sole discretion, an amount of the Purchase Price  equal to the Upfront Fee payable by the Sellers as bareboat charterer of the  Vessel under Clause 55(c) of the Bareboat Charter shall be set off against the  obligation of the Sellers to make payment of the Upfront Fee to the Buyers (as  owners) under the Bareboat Charter; and  (iii) the balance of the Purchase Price after the set-off of the amounts described  above shall be paid as follows:  (aa) the Buyers shall, at least three (3) Banking Days prior to the Scheduled  Delivery Date of the Vessel, deposit with the Builder’s Bank an amount  (the “Builder’s Instalment Amount”) equivalent to the third and fourth  instalments payable under Article X paragraphs 2(c) and 2(d) of the  Building Contract, being an amount equal to US$128,722,682 (the date  which the Buyers are required to make such deposit shall be referred to in  this Agreement as “Prepositioning Date A”). Such deposit shall be made  on an unallocated basis with a SWIFT MT103 and a SWIFT MT199 in a form  to be agreed (the agreed form of the SWIFT MT 199 shall be referred to as  the “Builder’s Instalment Amount SWIFT Payment Instructions”). The  Builder’s Instalment Amount SWIFT Payment Instructions shall set out  irrevocable conditional release instructions to the Builder’s Bank that the  amount so deposited shall be transferable and payable to an account in  the name of the Builder (the "Builder's Account") with the Builder’s Bank  against presentation to the Builder’s Bank a copy of a protocol of delivery  and acceptance of the Vessel duly signed by the respective authorised  representatives of the Builder and the Original Buyer and duly  countersigned by the authorised representative of the Sellers and Buyers.  The Sellers hereby irrevocably order the Builder’s Instalment Amount to  be paid, in accordance with the Builder’s order for application of the  Sellers’ corresponding obligation to make payment of the corresponding  amount to the Original Buyer under Clause 3 of the Intermediate MOA,  into the Builder’s Account to the credit of the Builder.   22 June  





 






   2   (bb) The Buyers shall, at least two (2) Banking Days prior to the Scheduled  Delivery Date of the Vessel, deposit with the Original Buyer’s Bank an  amount (the “Original Buyer’s Portion”) equal to the purchase price  payable by the Sellers to the Original Buyer under Clause 3 of the  Intermediate MOA minus the Builder’s Instalment Amount, being an  amount equal to US$18,477,318 (the date which the Buyers are required  to make such deposit shall be referred to in this Agreement as  “Prepositioning Date B”). Such deposit shall be made on an unallocated  basis with a SWIFT MT103 and a SWIFT MT199 in a form to be agreed (the  agreed form of the SWIFT MT199 shall be referred to as the “Original  Buyer’s Portion SWIFT Payment Instructions”). The Original Buyer’s  Portion SWIFT Payment Instructions shall set out irrevocable conditional  release instructions to the Original Buyer’s Bank that the amount so  deposited shall be transferable and payable to an account in the name of  the Original Buyer (the “Original Buyer’s Account”) with the Original  Buyer’s Bank against presentation to the Original Buyer’s Bank a copy of a  protocol of delivery and acceptance duly signed by the respective  authorised representatives of the Original Buyer and the Sellers and duly  countersigned by the authorised representative of the Buyers. The Sellers  hereby irrevocably order the Original Buyer’s Portion to be paid, in  accordance with the Original Buyer’s order for application of the Sellers’  corresponding obligation to make payment of the corresponding amount  to the Original Buyer under Clause 3 of the Intermediate MOA, into the  Original Buyer’s Account to the credit of the Original Buyer.   (cc) The Buyers shall, at least two (2) Banking Days prior to the Scheduled  Delivery Date of the Vessel (the date which the Buyers are required to  make such deposit shall be referred to in this Agreement as  “Prepositioning Date C”, together with Prepositioning Date A and  Prepositioning Date B, the “Prepositioning Dates”), deposit with the  Sellers’ Bank an amount (the “Sellers’ Portion”) equivalent to the excess  (if any) of the Purchase Price less the Builder’s Instalment Amount and the  Original Buyer’s Portion and the other deductions described above. Such  deposit shall be made on an unallocated basis with a SWIFT MT103 and a  SWIFT MT199 in a form to be agreed (the agreed form of the SWIFT MT  199 shall be referred to as “Sellers’ Portion SWIFT Payment Instructions”).  The Sellers’ Portion SWIFT Payment Instructions shall set out irrevocable  conditional release instructions to the Sellers’ Bank that the amount so  deposited shall be transferable and payable to an account in the name of  the Sellers with the Sellers’ Bank against presentation to the Sellers’ Bank  a copy of the protocol of delivery and acceptance duly signed by the  respective authorised representatives of the Sellers and the Buyers (the  “Protocol of Delivery and Acceptance”).  (c) Interest at the rate which is the aggregate of the LIBOR rate that would be applicable to  the first Hire Period under the Bareboat Charter (assuming delivery on the Scheduled  Delivery Date) plus three point two per cent (3.20%) per annum (the “Remittance  Interest”) shall be payable by the Sellers to the Buyers in respect of the Builder’s Instalment  Amount, the Original Buyer’s Portion and the Sellers’ Portion and be calculated as follows:   (i) in the event that the Vessel is delivered to the Buyers on the Delivery Date, accrue  as of (and including) the relevant Prepositioning Date up to (but excluding) the  Delivery Date; and   (ii) in the event that the Vessel is not delivered to the Buyers on the Delivery Date,  accrue as of the relevant Prepositioning Date up to the date that each such  prepositioned amount is returned by the Builder’s Bank or the Original Buyer’s  





 






   3   Bank or the Sellers’ Bank (as the case may be) to the Buyers in accordance with  the Builder’s Instalment Amount SWIFT Payment Instructions or the Original  Buyer’s Portion SWIFT Payment Instructions or the Sellers’ Portion SWIFT  Payment Instructions (as the case may be) (all such dates inclusive).   The Sellers shall pay to the Buyers the applicable amount of Remittance Interest as  notified by the Buyers to the Sellers within three (3) Banking Days of the Buyers’ demand.   (d) The Sellers shall procure that any other amounts payable to the Builder under the Building  Contract on delivery other than the Delivery Instalment are paid to the Builder by the  Sellers or the Original Buyer (including but not limited to the costs of bunkers and  lubricants and any extras) on or before delivery.  CLAUSE 20  - CONDITIONAL ON DELIVERY UNDER THE BAREBOAT CHARTER   The Buyers’ obligation to purchase the Vessel under Clause 19 is conditional upon the  simultaneous delivery to and acceptance by the Buyers as bareboat charterer of the Vessel in  accordance with the terms of the Bareboat Charter and subject to there being no Termination  Event having occurred or which would occur as a result of the performance by the Sellers and  Buyers of their respective obligations under this Agreement.  CLAUSE 21 - CONDITION OF VESSEL   The Sellers hereby acknowledge that with respect to the sale and purchase of the Vessel under  Clause 19, the Buyers are relying on the Sellers in all respects to check all matters concerning the  Vessel, including its safety, condition, quality and fitness for purposes and delivery of the Vessel  as per the Intermediate MOA and the Building Contract.   CLAUSE 22 - REPRESENTATIONS AND WARRANTIES OF SELLERS  (a) The Sellers represent and warrant to the Buyers on the date hereof that the following  instalments payable under the Building Contract have been paid to the Builder and that  as at the date of this Agreement, no other instalments of the Building Contract Price and  no other amount is due from the Original Buyer to the Builder under the terms of the  Building Contract (save for the Builder’s Instalment Amount to be financed by the Buyers  pursuant to Clause 19(b)(iii)(aa) and the costs of bunkers, lubricants and extras to be  settled in accordance with Clause 19(d)):   (i) the first instalment of the Building Contract Price payable under Article X  paragraph 2(a) of the Building Contract in the amount of US$17,817,526; and  (ii) the second instalment of the Building Contract Price payable under Article X  paragraph 2(b) of the Building Contract in the amount of US$35,635,052.   (b) The Sellers represent and warrant to the Buyers on the date hereof and further as at the  Delivery Date that:   (i) None of the Sellers or any member of the Charter Group:   (aa) is a Prohibited Person;   (bb) is owned or controlled by or acting directly or indirectly on behalf of or for  the benefit of, a Prohibited Person;   (cc) owns or controls a Prohibited Person; or  





 






   4   (dd) has a Prohibited Person serving as a director, officer or, to the best of the  Sellers’ knowledge, employee.  (ii) No part of the Purchase Price nor the Vessel shall be made available, directly or  indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise  directly or indirectly, applied in a manner or for a purpose prohibited by  Sanctions.   CLAUSE 23 – DOCUMENTATION   (a) As conditions precedent to the Buyers’ deposit of the Builder’s Instalment Amount, the  Original Buyer’s Portion and Sellers’ Portion (if applicable), not later than three (3)  Banking Days prior to the relevant Prepositioning Date (or such earlier date as may be  stated therein), the Sellers shall provide the Buyers with the documents set out in Part A  of Schedule 1 in form and substance reasonably satisfactory to the Buyers.  (b) As conditions precedent to the Buyers’ countersigning of the Protocol of Delivery and  Acceptance and the Buyers’ payment of the Sellers’ Portion simultaneously with the  delivery and registration of the Vessel in the Flag State, the Sellers shall provide the Buyers  with the documents set out in Part B of Schedule 1 in form and substance reasonably  satisfactory to the Buyers.   CLAUSE 24 – PHYSICAL PRESENCE  If the Flag State requires the Buyers to have a physical presence or office in the jurisdiction of such  Flag State, all fees, costs and expenses arising out of or in connection with the establishment and  maintenance of such physical presence or office by the Buyers shall be borne by the Sellers.   CLAUSE 25 – INDEMNITIES  (a) In consideration of the Buyers agreeing to and/or paying part of the Purchase Price under  the terms of this Agreement, the Sellers shall indemnify and pay such amounts to the  Buyers in respect of all costs, claims, expenses, liabilities, losses, damages and fees  (including but not limited to any legal fees, vessel registration and tonnage fees) suffered  or incurred by or imposed on the Buyers arising from this Agreement or in connection  with the Delivery, registration, purchase and inspection of the Vessel by the Buyers  whether prior to, during or after termination of this Agreement or in connection with or  resulting from the occurrence of a Termination Event or the funding of the Builder’s  Instalment Amount, the Original Buyer’s Portion and Sellers’ Portion (including but not  limited to the event that the Builder’s Instalment Amount and/or the Original Buyer’s  Portion and/or Sellers’ Portion have been deposited in accordance with Clause  19(b)(iii)(aa) and/or Clause 19(b)(iii)(bb) and/or Clause 19(b)(iii)(cc) but not released in  accordance with the Builder’s Instalment Amount SWIFT Payment Instructions and/or the  Original Buyer’s Portion SWIFT Payment Instructions and/or the Sellers’ Portion SWIFT  Payment Instructions for any reason whatsoever other than as a direct and sole result of  the Buyers’ gross negligence or wilful misconduct), and whether or not the Vessel is in the  possession of or the control of the Sellers or otherwise.  (b) Notwithstanding anything to the contrary herein, the indemnities provided by the Sellers  shall be provided in favour of the Buyers and shall continue in full force and effect  notwithstanding any breach of the terms of this Agreement or termination of this  Agreement pursuant to the terms hereof.  CLAUSE 26 – ACCESS TO INFORMATION AND INSPECTION  (a) The Buyers shall be entitled to request:  





 






   5   (i) such information that they may reasonably require in relation to the construction  of the Vessel and the status of such construction or otherwise in connection with  the Building Contract; and   (ii) copies of documentation held by the Sellers and/or the Original Buyer relating to  the construction of the Vessel,  and the Sellers shall promptly provide or procure the Original Buyer promptly provide  such information and documentation to the Buyers.  CLAUSE 27 – NOTICE, TIME AND PLACE OF DELIVERY  (a) The Vessel shall be presented for Delivery moored at the Builder’s shipyard or otherwise  in accordance with the Building Contract and shall be delivered by the Sellers to the  Buyers contemporaneously with the delivery by the Builder of the Vessel to the Original  Buyer in accordance with the Building Contract and the delivery by the Original Buyer of  the Vessel to the Sellers in accordance with the Intermediate MOA on the Delivery Date.   (b) The Delivery shall be required to take place on or before the Cancelling Date.  (c)  Without prejudice to paragraph (d) below, the Sellers shall at all times keep the Buyers  informed of the Vessel’s construction progress as received by the Sellers from the Original  Buyer under the Intermediate MOA who has received the same from the Builder under  the Building Contract being thirty (30), fifteen (15) and three (3) days’ notice of the  intended Delivery Date and of the intended place of delivery. Without prejudice to the  above, the Sellers shall promptly update and procure the Original Buyers promptly update  the Buyers as to any changes to the intended Delivery Date or the intended place of  delivery.  (d) The Sellers shall submit a duly signed Payment Notice to the Buyers at least three (3)  Banking Days prior to Prepositioning Date A.   CLAUSE 28 – NOTICES  (a) Any notice, certificate, demand or other communication to be served, given, made or sent  under or in relation to this Agreement shall be in English and in writing and (without  prejudice to any other valid method or giving, making or sending the same) shall be  deemed sufficiently given or made or sent if sent by registered post or by email to the  following respective address:  





 






   6   (A) to the Buyers: c/o China Huarong Shipping Financial Leasing  Company Limited  Room 6006, 6th Floor, No. 15 Second East Zhongshan  Road, Shanghai, China, 200002    Attention: Jones Cao Jiong/Harold Han Zhenpeng/Li  Yishan    Tel: +86(0)21 63268756  Fax: +86(0)21 63268783  Email:   caojiong@hrflc.com  hanzhenpeng@hrflc.com  liyishanc@hrflc.com    (B) to the Sellers: Flex LNG Amber Limited  c/o Flex LNG Management AS  Bryggegata 3  0250 Oslo, Norway  Attention: Chief Financial Officer  Email: finance@flexlng.com    or, if a party hereto changes its address or email address, to such other address (or email address) as  that party may notify to the other.  CLAUSE 29 – NO WAIVER OF RIGHTS   (a) No neglect, delay, omission or indulgence on the part of the Buyers in enforcing the terms  and conditions of this Agreement shall prejudice the strict rights of the Buyers or be  construed as a waiver thereof nor shall any single or partial exercise of any right of either  party preclude any other or further exercise thereof.  (b) No right or remedy conferred upon the Buyers by this Agreement shall be exclusive of any  other right or remedy provided for herein or by law and all such rights and remedies shall  be cumulative.  CLAUSE 30 – NO SET-OFF OR TAX DEDUCTION   (a) Any payment made by the Sellers to the Buyers under this Agreement shall be paid:  (i) without any form of set-off, cross-claim or condition; and  (ii) free and clear of any tax deduction or withholding unless required by law.  (b) Without prejudice to paragraph (a) of this Clause, if the Buyers are required by law to  make a tax deduction from any payment:  (i) the Buyers shall notify the Sellers as soon as they become aware of the  requirement; and  (ii) the Buyers shall make such tax deduction without any obligation to increase the  amount payable.  (c) In this Clause, “tax deduction” means any deduction or withholding for or on account of  any present or future tax.  





 






   7   CLAUSE 31 – ASSIGNMENT AND TRANSFER    (a) The Sellers shall not assign or transfer (whether by novation or otherwise) their rights  and/or obligations under this Agreement except with the Buyers’ prior written consent.   (b) The Buyers shall not assign or transfer (whether by novation or otherwise) any of their  rights under this Agreement without the prior written consent of the Sellers (not to be  unreasonably withheld), following which the Sellers shall execute such documents and do  all such things as reasonably required by the Buyers to facilitate or effect such assignment  or transfer.   CLAUSE 32 - MISCELLANEOUS  (a) If, at any time, any provision of this Agreement is or becomes illegal, invalid or  unenforceable in any respect under any law of any jurisdiction, neither the legality,  validity or enforceability of the remaining provisions under the law of that jurisdiction nor  the legality, validity or enforceability of such provision under the law of any other  jurisdiction will in any way be affected or impaired.  (b) The Sellers waive any rights of sovereign immunity which they or any of their properties  may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect  to their obligations under this Agreement.   (c) No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act  1999 by a person who is not a party to this Agreement.   (d) This Agreement may be executed in any number of counterparts, and this has the same  effect as if the signatures on the counterparts were on a single copy of this Agreement or  that Transaction Document, as the case may be.  CLAUSE 33 – GOVERNING LAW AND JURISDICTION  (a) This Agreement, and any non-contractual obligations arising out of or in connection with  it, are governed by English law.   (b) Any dispute arising out of or in connection with this Agreement (including a dispute  regarding the existence, validity or termination of this Agreement or any non-contractual  obligation arising out of or in connection with this Agreement) (a “Dispute”) shall be  referred to arbitration in London in accordance with the Arbitration Act 1996 or any  statutory modification or re-enactment thereof save to the extent necessary to give effect  to the provisions of this Clause.   (c) The arbitration shall be conducted in accordance with the London Maritime Arbitrators  Association (LMAA) Terms current at the time when the arbitration proceedings are  commenced. The reference shall be to three arbitrators. A Party wishing to refer to  Dispute to arbitration shall appoint its arbitrator and send notice of such appointment in  writing to the other Party requiring the other Party to appoint its own arbitrator within  14 calendar days of that notice and stating that it will appoint its arbitrator as sole  arbitrator unless the other Party appoints its own arbitrator and give notice that it has  done so within the 14 days specified. If the other Party does not appoint its own arbitrator  and give notice that it has done so within the 14 days specified, the Party referring a  Dispute to arbitration may, without the requirement of any further prior notice to the  other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party  accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had  been appointed by agreement. Nothing herein shall prevent the Parties agreeing in  writing to vary these provisions to provide for the appointment of a sole arbitrator.   





 






   8   (d) In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or  such other sum as the Parties may agree) the arbitration shall be conducted in accordance  with the LMAA Small Claims Procedure current at the time when the arbitration  proceedings are commenced.   CLAUSE 34 – DEFINITIONS  Unless otherwise specified hereunder, capitalised terms in this Agreement shall have the same  meaning as in the Bareboat Charter:  “Banking Days” means any day other than a Saturday and Sunday, on which banks and financial  markets are open for business in Hong Kong, Shanghai, Oslo, Seoul and New York and on a day  when LIBOR is calculated, London, such due date shall fall due upon the first following day on  which banks in the above jurisdiction are open for business.  “Bareboat Charter” means the bareboat charterparty in respect of the Vessel dated on or about  the date hereof and entered into between the Buyers as owner and the Sellers as bareboat  charterer.  “Bareboat Charterer” means the Sellers acting in their capacity as bareboat charterer of the  Vessel.  “Builder” means Hyundai Samho Heavy Industries Co., Ltd., a company incorporated and existing  under the laws of the Republic of Korea, having its registered office at 93, Daebul-Ro, Samho-Eup,  Yeongam-Gun, Jeollanam-Do, Korea.   “Builder’s Account” shall have the meaning ascribed thereto under Clause 19(b)(iii)(aa).  “Builder’s Bank” means The Export–Import Bank of Korea or such other bank to which the delivery  instalment of the contract price of the Vessel is payable under the terms of the Building Contract  as the Builder may advise and which is acceptable to the Buyers.   “Builder’s Instalment Amount” shall have the meaning ascribed thereto under Clause  19(b)(iii)(aa).  “Builder’s Instalment Amount SWIFT Payment Instructions” shall have the meaning ascribed  thereto under Clause 19(b)(iii)(aa).  “Building Contract” means the shipbuilding contract in respect of the Vessel dated 6 March 2018  made between the Builder and the Original Buyers, as amended, modified and supplemented  from time to time.    “Building Contract Price” means the price payable by the Original Buyer to the Builder for the  Vessel as stated under Article II of the Building Contract, being US$182,175,260 as at the date of  this Agreement and subject to such adjustment from time to time in accordance with the terms  of the Building Contract.   “Cancelling Date” means 31 December 2020 or such later date as may be agreed by the Buyers  acting in their discretion.    “Delivery” means the passing of the legal and beneficial interest in the Vessel from the Sellers to  the Buyers pursuant to the terms of this Agreement.  “Delivery Date” means the date on which Delivery occurs.   “Dispute” shall have the meaning ascribed thereto under Clause 33(b).  





 






   9   “Dollars” and “US$” mean the lawful currency, for the time being, of the United States of America.   “Flag State” means the Republic of Marshall Islands or such flag state of the Vessel as may be  agreed in writing by the Buyers and the Sellers.   "Intermediate MOA" means the memorandum of agreement for the Vessel entered into between  the Original Buyers and the Charterers dated 28 May 2018.  "Original Buyer" means Sea America Inc., a corporation incorporated and existing under the laws  of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake  Road, Ajeltake Island, Majuro MH 96960, Marshall Islands.  “Original Buyer’s Bank” means a bank designated by the Original Buyer, details of which are  notified to the Buyers not less than five (5) Banking Days prior to Prepositioning Date B and the  identity of which is acceptable to the Buyers.   “Original Buyer’s Portion” shall have the meaning ascribed thereto under Clause 19(b)(iii)(bb).  “Original Buyer’s Portion SWIFT Payment Instructions” shall have the meaning ascribed thereto  under Clause 19(b)(iii)(bb).   “Original Financial Statements” means the audited financial statements of the Charter Guarantor  for the financial year ended 31 December 2019.  “Payment Notice” means the form to be submitted by the Sellers to the Buyers to request for the  Buyers’ payment of the Purchase Price, which shall be in the form set out in Schedule 2 and which  shall be signed by at least one officer or authorised attorney of the Sellers.  “Prepositioning Date” shall have the meaning ascribed thereto under Clause 19(b)(iii).  “Prepositioning Date A” shall have the meaning ascribed thereto under Clause 19(b)(iii).  “Prepositioning Date B” shall have the meaning ascribed thereto under Clause 19(b)(iii).  “Prepositioning Date C” shall have the meaning ascribed thereto under Clause 19(b)(iii).  “Protocol of Delivery and Acceptance” shall have the meaning ascribed thereto under with Clause  19(b)(iii)(cc).  “Purchase Price” means US$206,500,000.  “Remittance Interest” shall have the meaning ascribed thereto under Clause 19(c).  “Scheduled Delivery Date” means the date of delivery of the Vessel set out in the Payment Notice  to be sent to the Buyers in accordance with Clause 27(c) of this Agreement.  “Sellers’ Bank” means a bank designated by the Sellers, details of which are notified to the Buyers  not less than five (5) Banking Days prior to Prepositioning Date B and the identity of which is  acceptable to the Buyers.   “Sellers’ Portion” shall have the meaning ascribed thereto under Clause 19(b)(iii)(cc).  “Sellers’ Portion SWIFT Payment Instructions” shall have the meaning ascribed thereto under  Clause 19(b)(iii)(cc).   





 






   10    “Upfront Fee” means the non-refundable upfront fee in an amount equal to one (1) per cent.  (1%) of the Actual Owners’ Costs which shall be payable by the Charterers under Clause 55(c) of  the Bareboat Charter.       





 






   11     SCHEDULE 1   PART A    CONDITIONS PRECEDENT TO BUYERS’ DEPOSIT OF BUILDER’S INSTALMENT AMOUNT,  ORIGINAL BUYER’S PORTION AND SELLERS’ PORTION  1 Corporate Authority   1.1 A copy of the constitutional documents of each Obligor to a Transaction Document.  1.2 If required, a copy of the resolutions of the board of directors (or equivalent) of each  Obligor to a Transaction Document:  (a) approving the terms of, and the transactions contemplated by, the Transaction  Documents to which it is a party and resolving that it execute the Transaction Documents  to which it is a party;  (b) authorizing a specified person or persons to execute the Transaction Documents to which  it is a party on its behalf; and  (c) authorising a specified person or persons, on its behalf, to sign and/or dispatch all  documents and notices to be signed and/or dispatched by it under, or in connection with,  the Transaction Documents to which it is a party.  1.3 If required, an original of the power of attorney of any party to a Transaction Document  authorising a specified person or persons to execute the Transaction Documents to which  it is a party.  1.4 If required, a specimen of the signature of each person authorized by the resolution  referred to in paragraph 1.2 above.  1.5 If required, a copy of the resolutions signed by all the holder(s) of the issued shares of any  Obligor, approving the terms of, and the transactions contemplated by such Transaction  Document.   1.6 A certificate of an officer or authorized signatory of each Obligor to a Transaction  Document to a Transaction certifying that each copy document relating to it specified in  this Schedule 1 Part A is correct, complete and in full force and effect as at a date no  earlier than the date of this Agreement.  2 Documents  2.1 Copies of the executed Building Contract and Intermediate MOA.  2.2 Duly executed copies of each Transaction Document (except the Charterers’ Assignment,  the Managers’ Undertaking and the Sub-Charterers Assignment (if any)) and of each  document to be delivered under each of them.   2.3 An written undertaking (in a form acceptable to Buyers) has been provided to the Buyers  by the Sellers and the Original Buyers that they will not date and time the protocols of  





 






   12   delivery under the Building Contract and Intermediate MOA without the prior written  authorization of the Buyers to do so.  3 Legal opinions  3.1 An agreed form legal opinion of English legal advisers to the Buyers on such matters on  the laws of England in relation to the Transaction Documents in a form acceptable to the  Buyers.  3.2 An agreed form legal opinion by lawyers appointed by the Buyers on such matters in  relation to the Transaction Documents covered concerning the laws of the Republic of the  Marshall Islands and such other relevant jurisdictions as the Buyers may reasonably  require, in a form acceptable to the Buyers.   4 Other documents and evidence  4.1 The Original Financial Statements.  4.2 Such evidence relating to an Obligor as the Buyers may reasonably require for their (or  their financiers) to be able to satisfy each of their “know your customer” or similar  identification procedures in relation to the Transaction Documents.  4.3 A copy of any other consents, approvals, authorization or other document, opinion or  assurance which the Buyers consider to be reasonably desirable in connection with the  entry into and performance of the transactions contemplated by any of the documents  listed in paragraph 2 of Schedule 1, Part A or for the validity and enforceability of such  documents.  4.4 Such other documents as the Buyers may reasonably require by giving notice to the  Sellers.   5 Building Contract Documents  A copy, certified as true by an officer of the Sellers, of:  (a) the telefax or email from the Builder referred to under Article X paragraph 2(b) of the  Building Contract stating that steel cutting of the Vessel has completed; and  (b) of the telefax or email from the Builder to the Sellers as referred to under Article X  paragraph 3 of the Building Contract requesting payment of the three and fourth  instalments under Article X paragraphs 2(c) and 2(d) of the Building Contract.  6 Evidence of payment of previous instalments under the Building Contract  Evidence satisfactory to the Buyers that the Sellers have paid and the Builder has received  in full all of the first and second instalments (such aggregate amount being US$53,452,578  as at the date of this Agreement) payable under respectively paragraphs 2(a) and 2(b) of  Article X of the Building and that all other outstanding amounts (if any) due under the  Building Contract have been or will be settled prior to or at the time of delivery of the  Vessel under the Building Contract (save for the Builder’s Instalment Amount to be  financed by the Buyers pursuant to Clause 19(b)(iii)(aa)).  7 Payment of fees  





 






   13   Evidence that the Upfront Fee (unless the same will be deducted from the Purchase Price)  and all other fees, costs and expenses then due from the Sellers to the Buyers under the  Transaction Documents (except legal fees) have been paid and received by the Buyers.   8 Other documents and evidence  Such other documents as the Buyers may reasonably require by giving notice to the  Sellers.       





 






   14   PART B    CONDITIONS PRECEDENT TO THE BUYERS’ COUNTERSIGNING OF PROTOCOL OF DELIVERY AND  ACCEPTANCE AND PAYMENT OF SELLERS’ PORTION  1 Bringdown Certificate  If required by legal counsel to the Buyers, a certificate of an authorized signatory of the  Sellers certifying that each document which they are required to provide under Part A of  Schedule 1 of this Agreement, as well as under Clause 36 of the Bareboat Charter, is  correct, complete and in full force and effect as at the Delivery Date.   2 Vessel Documents in relation to Title  2.1 Documentary evidence that the Vessel is or will be:  (a) definitively and permanently registered in the name of the Buyers under the Flag State;  (b) in the absolute and unencumbered ownership of the Buyers; and  (c) unconditionally delivered by the Builder to the Original Buyer and unconditionally onward  delivered by the Original Buyer to the Sellers.  2.2 Bill of Sale recordable in the Flag State, transferring title of the Vessel in favour of the  Buyers and stating that the Vessel is free from all mortgages, encumbrances and maritime  liens or any other debts whatsoever, duly notarially attested and legalised or apostilled  as required by the Flag State.   2.3 Protocol of delivery and acceptance signed by the Sellers in favour of the Buyers.  2.4 Any additional documents as may be required by the competent authorities of the Flag  State for the purpose of registering the Vessel.   2.5 The delivery documents set out in Clause 8 of the MOA.  3 Conditions precedent under Bareboat Charter  Fulfilment of the conditions of Clause 36 of the Bareboat Charter to the satisfaction of the  Buyers (or waived, with or without conditions as the Buyers may require).   4 Payment of extras  Documentary evidence that the Sellers have complied with the requirements set out  under Clause 19(d)(ii).     





 






   15   SCHEDULE 2   FORM OF PAYMENT NOTICE  To: [●]    Date: [●]    Memorandum of Agreement [●] (the “Agreement”)   in relation to the ship with hull no. 2228 (the  “Vessel”)  We refer to the Agreement made between us in relation to the Vessel.  This is the Payment Notice as defined in the Agreement.   Capitalised terms in this Payment Notice have the meanings set out in the Agreement unless  otherwise defined herein.  We hereby request that:  (a) the Builder’s Instalment Amount in an amount of US$[●] be paid on [●] by remitting such  amount directly to the Builder’s Bank (account number [●]) and such payment shall be  deemed satisfaction of your obligation under Clause 19(b)(iii)(aa) of the Agreement to  make payment of such amount;   (b) the Original Buyer’s Portion in an amount of US$[●] be paid on [●] by remitting such  amount directly to the Original Buyer’s Bank (account number [●]) and such payment shall  be deemed satisfaction of your obligation under Clause 19(b)(iii)(bb) of the Agreement to  make payment of such amount; and  (c) the Sellers’ Portion in an amount of US$[●] be paid on [●] by remitting such amount  directly to the Sellers’ Bank (account number [●]) and such payment shall be deemed  satisfaction of your obligation under Clause 19(b)(iii)(cc) of the Agreement to make  payment of such amount.  We further represent and warrant that:   (d) the Building Contract and Intermediate MOA each remain in full force and effect, neither  the Original Buyer nor the Builder are in breach of any of the terms of the Building  Contract and neither the Original Buyer nor ourselves are in breach of any of the terms of  the Intermediate MOA; and  (e) no Termination Event or Potential Termination Event (each as defined in the Bareboat  Charter) has occurred and there has been no breach of any obligation or undertaking in  the Transaction Documents (as defined in the Bareboat Charter) which would, with the  passing of time, constitute a Termination Event or Potential Termination Event (each as  defined in the Bareboat Charter).   Yours faithfully,    _______________________________  Name:   Title:  for and on behalf of  FLEX LNG AMBER LIMITED  Date:  





 






 





 






 





 






 





 






 





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will  constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 1. Shipbroker                 N/A 2. Place and date                       3. Owners/Place of business (Cl. 1)                  Bund 10 Holding Limited, Level 54 Hopewell Centre, 183  Queen’s Road East, Hong Kong 4. Bareboat Charterers/Place of business (Cl. 1) Flex LNG Amber Limited The Trust Company Complex, Ajeltake Road,  Ajeltake Island, Majuro, Marshall Islands  5. Vessel’s name, call sign and flag (Cl. 1 and 3) "Flex Amber" IMO No. 9857377  Marshall Islands 6. Type of Vessel  Liquefied Natural Gas Carrier  7. GT/NT 116,430/34,930           8. When/Where built 2020 Hyundai Samho Industries Co., Ltd.  9. Total DWT (abt.) in metric tons on summer  freeboard           10. Classification Society (Cl. 3) DNV-GL 11. Date of last special survey by the Vessel’s  classification society            12 Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to  Cl. 3) Class Notation: +1A, Tanker for liquefied gas, Ship type 2G(-163°C, 500 kg/m3, 0.35bar), GF, E0, BIS, TMON,  COAT-PSPC(B), CMON, LCS, BWM(T), Recyclable, ERS, NAUT(NAV), CLEAN, F(A, C) 13. Port or Place of delivery (Cl. 3) As per MOA (as defined in Additional Clause 32  (Definitions)) 14. Time for delivery (Cl. 4) See Additional Clause 35  (Pre-delivery and  delivery) 15. Cancelling date (Cl.  5) As per MOA (as  defined in  Additional Clause  32 (Definitions)) 16. Port or Place of redelivery (Cl. 15) See Additional Clause 42 (Redelivery) 17. No. of months' validity of trading and class  certificates upon redelivery (Cl. 15)            18. Running days’ notice if other than stated in Cl. 4 N/A 19. Frequency of dry-docking (Cl. 10(g)) In accordance with Classification Society or flag  state requirements  20. Trading limits (Cl. 6) Worldwide within Institute Warranty Limits (IWL) 21. Charter period (Cl. 2) See definition of "Charter Period" under Additional  Clause 32 (Definitions)  22. Charter hire (Cl. 11) See Additional Clause 40 (Hire) 23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii)) See Additional Clause 39(b) (Structural changes and alterations) 24. Rate of interest payable acc. to Cl. 11 (f) and, if  applicable, acc. to PART IV See Additional Clause 40 (Hire) 25. Currency and method of payment (Cl. 11) US Dollars (See also Additional Clause 40 (Hire)) 22 June 2020 





 






 





 






 





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will  constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 1. Definitions In this Charter, the following terms shall have the meanings hereby assigned to them:  “The Owners” shall mean the party identified in Box 3. “The Charterers” shall mean the party identified in Box 4. “The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12. “Financial Instrument” means any Finance Document (as defined in Additional Clause 32 (Definitions) and  Additional Clause 33 (Interpretations) the mortgage, deed of covenant or other such financial security instrument  as annexed to this Charter and stated in Box 28. 2. Charter Period  In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to  hire the Vessel for the period stated referred to in Box 21 (“The Charter Period”). 3. Delivery  (not applicable when Part III applies, as indicated in Box 37) (a) The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in  every respect ready in hull, machinery and equipment for service under this Charter.  The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13 in  such ready safe berth as the Charterers may direct. (b) The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in  Box 5 and the requirements of the classification society stated in Box 10. The Vessel upon delivery shall have her  survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box  12.  (c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a  full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers  shall not be entitled to make or assert any claim against the Owners on account of any conditions,  representations or warranties expressed or implied with respect to the Vessel but the Owners shall be liable for  the cost of but not the time for repairs or renewals occasioned by latent defects in the Vessel, her machinery or  appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested  themselves within twelve (12) months after delivery unless otherwise provided in Box 32. 4. Time for Delivery  (not applicable when Part III applies, as indicated in Box 37) The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the  Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’  preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is  expected to be ready for delivery. The Owners shall keep the Charterers closely advised of possible changes in  the Vessel’s position. 5. Cancelling  (not applicable when Part III applies, as indicated in Box 37) 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. (a) Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the  option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours  after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect. (b) If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in  a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof to  the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared  within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within  thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not then  exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be  substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5. (c) Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on  the Owners under this Charter. 6. Trading Restrictions  The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading  limits indicated in Box 20. The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in  conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein)  without first obtaining the consent of the insurers to such employment and complying with such requirements  as to extra premium or otherwise as the insurers may prescribe.  The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which  is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or  prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction,  seizure or confiscation. Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive  products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.  This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial,  agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading  thereof. 7. Surveys on Delivery and Redelivery  (not applicable when Part III applies, as indicated in Box 37) The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing  the condition of the Vessel at the time of delivery and redelivery hereunder. The Owners shall bear all expenses  of the On-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire  Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof.  8. Inspection - See Additional Clause 48 regarding Inspection of Vessel and inspection reports The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey  the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf: (a) to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and  maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is  found to require repairs or maintenance in order to achieve the condition so provided; (b) in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for  such inspection or survey shall be paid by the Charterers; and (c) for any other commercial reason they consider necessary (provided it does not unduly interfere with the  commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. Owners.  All time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the  Charter Period. The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall  whenever required by the Owners furnish them with full information regarding any casualties or other accidents  or damage to the Vessel. 9. Inventories, Oil and Stores A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all  consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on  delivery and again on redelivery of the Vessel. See also Additional Clause 37 (Bunkers and Luboils). The Charterers  and the Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers,  lubricating oil, unbroached provisions, paints, ropes and other consumable stores (excluding spare parts) in the  said Vessel at the then current market prices at the ports of delivery and redelivery, respectively. The Charterers  shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their  expense prior to redelivery of the Vessel. 10. Maintenance and Operation (a)   (i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the  absolute disposal for all purposes of the Charterers and under their complete control in every respect. The  Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of  repair, in efficient operating condition and in accordance with good commercial maintenance practice and,  except as provided for in Clause 14(l), if applicable, at their own expense they shall at all times keep the Vessel’s  Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary  certificates in force at all times.  (ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new  equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements  or by compulsory legislation costing (excluding the Charterers’ loss of time) more than the percentage stated in  Box 23, or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value as stated in Box 29, then the extent, if  any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between  the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the  Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence  of agreement, be referred to the dispute resolution method agreed in Clause 30. (iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party  liabilities as required by any government, including federal, state or municipal or other division or authority  thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place,  territorial or contiguous waters of any country, state or municipality in performance of this Charter without any  delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such  government or division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy  such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all  consequences whatsoever (including loss of time) for any failure or inability to do so. (b) Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual,  navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they  shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of  the Vessel under this Charter, including annual flag state fees and any foreign general municipality and/or state  taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes  whatsoever, even if for any reason appointed by the Owners. Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s  flag or any other applicable law. 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. (c) The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry- docking and major repairs of the Vessel, as reasonably required. See also Additional Clause 57 (Operational  notifiable Events). (d) Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in  their own colours, install and display their funnel insignia and fly their own house flag. The Charterers shall also  have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or  the name of the Vessel during the Charter Period. Painting and re-painting, instalment and re-instalment,  registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.See also  Additional Clause 39 (Structural changes and alterations) and Additional Clause 50 (Name of Vessel).  (e) Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel  or changes in the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing  the Owners’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the  Vessel to its former condition before the termination of this Charter. (f) Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment,  and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent  shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary  wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such items of  equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs  to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards  workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right  to fit additional equipment at their expense and risk but title to such additional equipment shall be deemed to  have passed to the Owners immediately upon such fitting and the Charterers shall remove such equipment at  the end of the period if requested by the Owners. Any equipment including radio equipment on hire on the  Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the  obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse  the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to  comply with radio regulations. (g) Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts  whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has  been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the  Classification Society or flag state. 11. Hire - See Additional Clause 40 (Hire) (a) The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect  of which time shall be of the essence.  (b) The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22  which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable  on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the  Charter Period. (c) Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25  and at the place mentioned in Box 26. (d) Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally  according to the number of days and hours remaining before redelivery and advance payment to be effected  accordingly. (e) Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of.  The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last  reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to  be adjusted accordingly. (f) Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or its successor) for the  currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due,  increased by 2 per cent, shall apply. (g) Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the  Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire  payment date. 12. Mortgage - See Additional Clause 45 (Owners' mortgage) and Additional Clause 48(n) (Further assurance) (only to apply if Box 28 has been appropriately filled in) (a)* The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any  mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld. (b)* The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to  comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and  maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time  during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The  Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions  and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be  required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated  in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any  other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld. *(Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28). 13. Insurance and Repairs - See Additional Clause 41 (Insurance) (a) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and  machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the  operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such  form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances  shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the  mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any  managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their  respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers,  the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the  insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the  extent of coverage under the insurances herein provided for. The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred  thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible  franchise(s) or deductibles provided for in the insurances. All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to  Clause 3(c) above, including any deviation, shall be for the Charterers’ account.  (b) If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall  be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers  as the case may be shall immediately furnish the other party with particulars of any additional insurance effected,  including copies of any cover notes or policies and the written consent of the insurers of any such required  insurance in any case where the consent of such insurers is necessary. (c) The Charterers shall upon the request of the Owners, provide information and promptly execute such documents  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument. (d) Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive,  compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments  for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers  according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if  any, of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in this  Clause. (e) The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to  enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss. (f) For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub- clause 13(a), the value of the Vessel is the sum indicated in Box 29. 14. Insurance, Repairs and Classification (Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered  deleted). (a) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull  and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers  shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage  to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made  to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies  shall cover the Owners and the Charterers according to their respective interests. (b) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against  Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the  Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the  Owners shall in writing approve which approval shall not be unreasonably withheld. (c) In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein  provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and  demands which would otherwise have been covered by such insurance. (d) The Charterers shall, subject to the approval of the Owners or Owners’ Underwriters, effect all insured  repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such  repairs as well as all insured charges, expenses and liabilities, to the extent of coverage under the insurances  provided for under the provisions of sub-clause 14(a).  The Charterers to be secured reimbursement through the Owners’ Underwriters for such expenditures upon  presentation of accounts. (e) The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses  incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible  franchise(s) or deductibles provided for in the insurances. (f) All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent  defects according to Clause 3 above, including any deviation, shall be for the Charterers’ account and shall form  part of the Charter Period. The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for  such time as may be required to make such repairs.  (g) If the conditions of the above insurances permit additional insurance to be placed by the parties such  cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the  Charterers as the case may be shall immediately furnish the other party with particulars of any additional  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any  such required insurance in any case where the consent of such insurers is necessary. (h) Should the Vessel become an actual, constructive, compromised or agreed total loss under the  insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners,  who shall distribute the moneys between themselves and the Charterers according to their respective interests. (i) If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances  arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such  loss. (j) The Charterers shall upon the request of the Owners, promptly execute such documents as may be  required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss. (k) For the purpose of insurance coverage against hull and machinery and war risks under the provisions  of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29. (l) Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of  Clause 14, if applicable, the Owners shall keep the Vessel’s Class fully up to date with the Classification Society  indicated in Box 10 and maintain all other necessary certificates in force at all times. 15. Redelivery - See Additional Clause 42 (Redelivery) and Additional Clause 43 (Redelivery Conditions) At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe  and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The  Charterers shall give the Owners not less than thirty (30) running days’ preliminary notice of expected date, range  of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days’ definite notice  of expected date and port or place of redelivery.  Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners.  The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding  ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel  within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within  the Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per  cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period is  exceeded. All other terms, conditions and provisions of this Charter shall continue to apply. Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good  structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class  excepted. The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at  least the number of months agreed in Box 17. 16. Non-Lien - See Additional Clause 48 (dd)  The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their  agents, which might have priority over the title and interest of the Owners in the Vessel. The Vessel shall be free  of encumbrances and liens except the encumbrances (i) arising in the ordinary course of business by operation  of law and securing obligations not more than forty-five (45) days overdue, (ii) arising under the general terms  and conditions of banks or (iii) permitted in writing by the Owners.  The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the  Charter Period a notice reading as follows:  “This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of  the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or  permit to be imposed on the Vessel any lien whatsoever.” 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. 17. Indemnity - See also Additional Clause 58 (Further Indemnities)  (a) The Charterers shall indemnify the Owners against any loss, damage or expense (including, without limitation,  legal expense) incurred by the Owners arising out of or in relation to a breach of this charter and/or the operation  of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during  the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her  operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to  secure that within a reasonable time the Vessel is released, including the provision of bail. Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all  consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents. (b) If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners  shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released,  including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred  by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detentionSee  also Additional Clause 49 (i). 18. Lien The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any  sub-charterers and any Bill of Lading freight for all claims under this Charter, and the Charterers to have a lien on  the Vessel for all moneys paid in advance and not earned. 19. Salvage All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing  damage occasioned thereby shall be borne by the Charterers. 20. Wreck Removal In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the  Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence  of the Vessel becoming a wreck or obstruction to navigation. 21. General Average The Owners shall not contribute to General Average. 22. Assignment, Sub-Charter and Sale (a) The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior  consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and  conditions as the Owners shall approve. (b) The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of  the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of  this Charter. 23. Contracts of Carriage  (a)* The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and  conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation  relating to carrier’s liability for cargo compulsorily applicable in the trade; if no such legislation exists, the  documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and  the Both-to-Blame Collision Clause. 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. (b)* The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of  passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation  relating to carrier’s liability for passengers and their luggage compulsorily applicable in the trade; if no such  legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of  Passengers and their Luggage by Sea, 1974, and any protocol thereto. *Delete as applicable. 24. Bank Guarantee  (Optional, only to apply if Box 27 filled in) The Charterers undertake to furnish, before delivery of the Vessel, a corporate guarantee from Flex LNG Ltd.   first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full  performance of their obligations under this Charter. 25. Requisition/Acquisition (a) In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority  (hereinafter referred to as “Requisition for Hire”) irrespective of the date during the Charter Period when  “Requisition for Hire” may occur and irrespective of the length thereof and whether or not it be for an indefinite  or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the  Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated  and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time  when the Charter would have terminated pursuant to any of the provisions hereof always provided however that  in the event of “Requisition for Hire” any Requisition Hire or compensation received or receivable by the Owners  shall be payable to the Charterers during the remainder of the Charter Period or the period of the “Requisition  for Hire” whichever be the shorter. (b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the  Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as  “Compulsory Acquisition”), then, irrespective of the date during the Charter Period when “Compulsory  Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “Compulsory Acquisition”.  In such event Charter Hire to be considered as earned and to be paid up to the date and time of such “Compulsory  Acquisition”. 26. War (a) For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act  of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines  (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades  (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or  against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or  the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous  to the Vessel, her cargo, crew or other persons on board the Vessel. (b) The Vessel, unless the written consent of the Owners be first obtained, shall not continue to or go through any  port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that  the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners,  may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which  only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have  the right to require the Vessel to leave such area.  (c) The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed  on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or  against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject,  or is likely to be subject to a belligerent’s right of search and/or confiscation.  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. (d) If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums  and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within,  any area or areas which are specified by such insurers as being subject to additional premiums because of War  Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as  the next payment of hire is due. (e) The Charterers shall have the liberty: (i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in  convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which  are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or  group whatsoever acting with the power to compel compliance with their orders or directions;  (ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the  authority to give the same under the terms of the war risks insurance;  (iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of  the European Community, the effective orders of any other Supranational body which has the right to issue and  give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey  the orders and directions of those who are charged with their enforcement. (f) In the event of outbreak of war (whether there be a declaration of war or not)  (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom;  France; and the People’s Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right  to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with  Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause  from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo  on board, at the port at which the Vessel then is or if at sea at a near, open and safe port as directed by the  Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other  provisions of this Charter shall apply until redelivery. 27. Commission The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid  under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the  actual expenses of the Brokers and a reasonable fee for their work. If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall  indemnify the Brokers against their loss of commission.  Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of  commission but in such case the commission shall not exceed the brokerage on one year’s hire. 28. Termination - See Additional Clause 49 (Termination Events) and Additional Clause 54 (Total Loss) (a) Charterers’ Default The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter  with immediate effect by written notice to the Charterers if: (i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual  payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers,  the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as  recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such  number of days following the Owners’ notice, the payment shall stand as regular and punctual.  





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’  notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and  terminate the Charter without further notice; (ii) the Charterers fail to comply with the requirements of: (1) Clause 6 (Trading Restrictions) (2) Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a  specified number of days grace within which to rectify the failure without prejudice to the Owners’ right to  withdraw and terminate under this Clause if the Charterers fail to comply with such notice; (iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance  and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any  event so that the Vessel’s insurance cover is not prejudiced. (b) Owners’ Default If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that  the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14)  running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall  be entitled to terminate this Charter with immediate effect by written notice to the Owners.  (c) Loss of Vessel  This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive  or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be  lost unless she has either become an actual total loss or agreement has been reached with her underwriters in  respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is  not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred. (d) Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party  in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or  bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver  is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or  composition with its creditors. (e) The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to  the date of termination and to any claim that either party might have. 29. Repossession  In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the  Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at  a port or place convenient to them without hindrance or interference by the Charterers, courts or local  authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall  hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised  representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.  The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the  Vessel by the Owners’ representative. All arrangements and expenses relating to the settling of wages,  disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of  the Charterers. 30. Dispute Resolution - See Additional Clause 74 (Law and jurisdiction) 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. a)* This Contract shall be governed by and construed in accordance with English law and any dispute arising out of  or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration  Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the  provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)  Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its  arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint  its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole  arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14  days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within  the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further  prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the  appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the  parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure  current at the time when the arbitration proceedings are commenced. (b)* This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the  Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be  referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the  two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any  award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be  conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the  parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure  of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced. (c)* This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by  the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a  mutually agreed place, subject to the procedures applicable there.  (d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference  and/or dispute arising out of or in connection with this Contract. In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the  following shall apply: (i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation  by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to  mediation. (ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they  agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days,  failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal  (“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted  in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event  of disagreement, as may be set by the mediator. (iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and  may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties. 





 






PART II BARECON 2001 Standard Bareboat Charter Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. (iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers  necessary to protect its interest. (v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall  continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account  when setting the timetable for steps in the arbitration.  (vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in  the mediation and the parties shall share equally the mediator’s costs and expenses. (vii) The mediation process shall be without prejudice and confidential and no information or documents  disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law  and procedure governing the arbitration. (Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) (e) If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall  apply in all cases. *Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35. 31. Notices - See Additional Clause 68 (Notices) (a) Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex,  registered or recorded mail or by personal service. (b) The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.  





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART III PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY (Optional, only to apply if expressly agreed and stated in Box 37) 1. Specifications and Building Contract (a) The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”)  as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications  and plans annexed thereto, such Building Contract, specifications and plans having been counter-signed as  approved by the Charterers.  (b) No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by  the Charterers as aforesaid, without the Charterers’ consent. (c) The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during  the course of her construction to satisfy themselves that construction is in accordance with such approved  specifications and plans as referred to under sub-clause (a) of this Clause.  (d) The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.  Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from  the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the  Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims  against the Owners in respect of the Vessel’s performance or specification or defects, if any.  Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from  delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any  defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or  remedies.  However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim  against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to  the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover  under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so  recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time  incurred.  Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box  41(a) or if not filled in shall be shared equally between the parties.  The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders)  shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.  2. Time and Place of Delivery (a) Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance  with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the  Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the  Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the  parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be  ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall  be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that  be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance  of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be  entitled to make any claim against the Owners in respect of any conditions, representations or warranties,  whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery. (b) If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled  under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers  written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers  





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. and upon receipt of such notice by the Charterers this Charter shall cease to have effect. (c) If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall,  before exercising such right of rejection, consult the Charterers and thereupon (i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7)  running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease  to have effect; or (ii) if the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7)  running days require the Owners to negotiate with the Builders as to the terms on which delivery should  be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the  Owners shall commence such negotiations and/or take delivery of the Vessel from the Builders and  deliver her to the Charterers; (iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to  reject the Vessel from the Builders; (iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be  liable to the Charterers for any claim under or arising out of this Charter or its termination. (d) Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a  claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared  equally between the parties. 3. Guarantee Works If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be  performed in accordance with the building contract terms, and hire to continue during the period of guarantee  works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.  4. Name of Vessel The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be  painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers. 5. Survey on Redelivery The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing  the condition of the Vessel at the time of redelivery.  Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any,  including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall  also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be  paid at the rate of hire per day or pro rata. 





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART IV HIRE/PURCHASE AGREEMENT (Optional, only to apply if expressly agreed and stated in Box 42) On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and  II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the  Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for. In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers. The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter. The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens  or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing  mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to  the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all  consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any  taxes, notarial, consular and other charges and expenses connected with the purchase and registration under  Buyers’ flag, shall be for Buyers’ account. Any taxes, consular and other charges and expenses connected with  closing of the Sellers’ register, shall be for Sellers’ account. In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale  duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On  delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship’s Register and deliver a  certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors,  chains, etc.), as well as all plans which may be in Sellers’ possession. The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra  payment. The Vessel with everything belonging to her shall be at Sellers’ risk and expense until she is delivered to the  Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be  delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for  possible faults or deficiencies of any description. The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the  Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent  cost for their journey to any other place. 





 






Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon  document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.  First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001. PART V PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY (Optional, only to apply if expressly agreed and stated in Box 43) 1. Definitions For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: “The Bareboat Charter Registry” shall mean the registry of the State whose flag the Vessel will fly and in which  the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter. “The Underlying Registry” shall mean the registry of the state in which the Owners of the Vessel are registered  as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat  Charter Registration. 2. Mortgage The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II)  shall apply. 3. Termination of Charter by Default If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if  the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28, the  Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying  Registry as shown in Box 45. In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default  by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to  terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners  under this Charter. 





 






Execution Version  ADDITIONAL CLAUSES  TO BAREBOAT CHARTER FOR  "FLEX AMBER"  (IMO NO. 9857377)  CONTENTS  32. DEFINITIONS ................................................................................................ 3  33. INTERPRETATIONS ....................................................................................... 13  34. BACKGROUND .............................................................................................. 15  35. PRE-DELIVERY AND DELIVERY ....................................................................... 15  36. CONDITIONS PRECEDENT .............................................................................. 17  37. BUNKERS AND LUBOILS ................................................................................ 19  38. FURTHER MAINTENANCE AND OPERATION ....................................................... 19  39. STRUCTURAL CHANGES AND ALTERATIONS ..................................................... 20  40. HIRE ........................................................................................................... 21  41. INSURANCE ................................................................................................. 24  42. REDELIVERY ................................................................................................ 29  43. REDELIVERY CONDITIONS ............................................................................. 29  44. DIVER'S INSPECTION AT REDELIVERY ............................................................. 30  45. OWNERS' MORTGAGE ................................................................................... 31  46. TRANSPORT DOCUMENTS .............................................................................. 32  47. CHARTERERS' REPRESENTATIONS AND WARRANTIES ....................................... 32  48. CHARTERERS' UNDERTAKINGS ....................................................................... 36  49. TERMINATION EVENTS .................................................................................. 40  50. NAME OF VESSEL ......................................................................................... 44  51. CHARTER PERIOD ......................................................................................... 44  52. PURCHASE OPTION AND TRANSFER OF TITLE .................................................. 45  53. SALE OF VESSEL BY THE OWNERS .................................................................. 45  54. TOTAL LOSS ................................................................................................ 46  55. FEES AND EXPENSES .................................................................................... 46  56. STAMP DUTIES AND TAXES ........................................................................... 47  57. OPERATIONAL NOTIFIABLE EVENTS ................................................................ 47  58. FURTHER INDEMNITIES ................................................................................. 48  59. SET-OFF ...................................................................................................... 49  60. FURTHER ASSURANCES AND UNDERTAKINGS .................................................. 49  61. CUMULATIVE RIGHTS .................................................................................... 50  62. DAY COUNT CONVENTION ............................................................................. 50  63. NO WAIVER ................................................................................................. 50  64. ENTIRE AGREEMENT ..................................................................................... 50  65. INVALIDITY ................................................................................................. 50  66. ENGLISH LANGUAGE ..................................................................................... 50  67. NO PARTNERSHIP ......................................................................................... 50  68. NOTICES ..................................................................................................... 50  69. CONFLICTS .................................................................................................. 51  





 






70. SURVIVAL OF CHARTERERS' OBLIGATIONS ..................................................... 51  71. COUNTERPARTS ........................................................................................... 51  72. CONFIDENTIALITY ........................................................................................ 51  73. THIRD PARTIES ACT ..................................................................................... 52  74. LAW AND JURISDICTION ............................................................................... 52  75. CONDITIONS SUBSEQUENT ........................................................................... 52  76. FATCA ......................................................................................................... 53       





 






32. Definitions  In this Charter:  "Actual Owners' Costs" means the Purchase Price (as defined in the MOA) less the Advance  Hire settled in accordance with Clause 40(a)(i).  "Advance Hire" means the amounts payable pursuant to Clause 40(a)(i) (Hire).  "Affiliate" means, in relation to any entity, a Subsidiary of that entity, a Holding Company of that  entity or any other Subsidiary of that Holding Company.  "Agreement Term" means the period commencing on the date of this Charter and terminating on  the expiration of the Charter Period or such earlier or later date on which all money of any nature  owed by the Obligors to the Owners under the Transaction Documents or otherwise in connection  with the Vessel have been paid in full to the Owners and no obligations of the Obligors of any  nature to the Owners or otherwise in connection with the Transaction Documents or with the  Vessel remain unperformed or undischarged.  "Applicable Rate" in respect of a Hire Period, the LIBOR notified by the Owners on the relevant  Quotation Day to be (which is expressed as a percentage rate per annum) the rate which applies  to all Unpaid Sums (including any Hire) for that Hire Period.  "Approved Manager" means Flex LNG Fleet Management AS in respect of technical  management of the Vessel and Flex LNG Management AS or FLEX LNG Bermuda Management  Ltd. in respect of commercial management of the Vessel or any other management company  reasonably acceptable to the Owners and appointed by the Charterers.  “Approved Time Charter” means a time charter for 7 years duration, at a daily rate of hire of no  less than US$63,000 per day and otherwise on terms acceptable to the Owners entered into by  the Charterers as disponent owners with an Approved Time Charterer, the charter period of which  commences on or around delivery under this Charter.  “Approved Time Charterer” means BP, Shell, Total, Vitol, Glencore, Clearlake, Chevron or any  other time charterer counterparty acceptable to the Owners.  "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing,  notarisation or registration.   "Break Costs" means all costs, losses, premiums or penalties (excluding the Margin and any  early termination costs under any swap or hedging arrangements) incurred by the Owners  pursuant to the relevant funding arrangements for the purpose of financing any part of the  Purchase Price as a result of the receipt by the Owners of any payment under or in relation to the  Transaction Documents on a day other than the due date for payment of the sum in question.  "Breakfunding Gain" means all gains that the Owners have unconditionally and irrevocably  received pursuant to the relevant funding arrangements for the purpose of financing any part of  the Purchase Price as a result of the receipt by the Owners of any payment under or in relation to  the Transaction Documents on a day other than the due date for payment of the sum in question.  "Builders" means Hyundai Samho Heavy Industries Co., Ltd., a company incorporated and  existing under the laws of the Republic of Korea, having its registered office at 93, Daebul-Ro,  Samho-Eup, Yeongam-Gun, Jeollanam-Do, Korea.  "Building Contract" means the shipbuilding contract in respect of the Vessel dated 6 March 2018  made between the Builders and the Original Buyers, as amended, modified and supplemented  from time to time.  "Business Day" means a day (other than a Saturday or Sunday) on which banks and financial  markets are open for business in Hong Kong, Shanghai, Oslo and New York and on a day when  LIBOR is calculated, London.  "Cancellation Date" means the "Cancelling Date" as set out in the MOA (for the avoidance of  doubt, as the same may be extended from time to time).  





 






"Change of Control" means a situation where:   (a) the Charter Guarantor ceases to own, directly or indirectly, at least one hundred per cent.  (100%) of the shares in the Charterers; and/or  (b) the Charter Guarantor ceases to own directly, at least one hundred per cent. (100%) of the  shares in the Shareholder; and/or  (c) prior to the third (3rd) anniversary of the Delivery Date, any company controlled directly or  indirectly by the John Fredriksen Family ceases to directly own at least twenty five per  cent. (25%) of the shares in the Guarantor.  "Charter Group" means the Charterers, the Charter Guarantor and all its Subsidiaries from time  to time, and a "member of the Charter Group" means any one of them.  "Charter Guarantee" means the guarantee made or to be made by the Charter Guarantor in  favour of the Owners in respect of the Charterers' obligations under this Charter.  "Charter Guarantor" means Flex LNG Ltd., a company incorporated and existing under the laws  of Bermuda, having its registered office at Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton,  Bermuda.  "Charter Period" means, subject to Clauses 40 (Hire), 49 (Termination Events), 53 (Sale of the  Vessel by the Owners) and 54 (Total Loss), the period of ten (10) years commencing from the  Delivery Date.   "Charterers' Assignment" means the deed of assignment executed or to be executed (as the  case may be) by the Charterers in favour of the Owners in relation to certain of the Charterers'  rights and interest in and to the (a) Earnings, (b) Insurances, (c) Requisition Compensation and  (d) any Sub-Charter.  "Classification  Society" means the vessel classification society referred to in Box 10  (Classification Society) of this Charter, or DNV GL, Lloyd's Register of Shipping (LR), Bureau  Veritas (BV), ABS, Korean Register of Shipping (KR), China Classification Society (CCS) or such  other reputable classification society which the Owners may approve from time to time.  "Cost Balance" means at any relevant time during the Agreement Term, an amount equal to the  Actual Owners' Costs as may be reduced by the Fixed Hire pursuant to paragraph (a)(ii) of Clause  40 (Hire).  "Debt" means the aggregate from time to time of all sums of any nature (together with all accrued  unpaid interest on any of those sums) payable by the Charterers to the Owners under all or any  of the Transaction Documents.  "Default Termination" means a termination of the Charter Period pursuant to the provisions of  Clause 49 (Termination Events).  "Delivery Date" means the date of delivery of the Vessel by the Owners to the Charterers under  this Charter.  "Disruption Event" means either or both of:  (a) a material disruption to those payment or communications systems or to those financial  markets which are, in each case, required to operate in order for payments to be made in  order for the transactions contemplated by the Transaction Documents to be carried out  which disruption is not caused by, and is beyond the control of, any of the Parties; or  (b) the occurrence of any other event which results in a disruption (of a technical or systems- related nature) to the treasury or payments operations of a Party preventing that, or any  other Party:  (i) from performing its payment obligations under the Transaction Documents; or  





 






(ii) from communicating with other Parties in accordance with the terms of the  Transaction Documents,  and which (in either such case) is not caused by, and is beyond the control of, the Party  whose operations are disrupted.  "Early Termination Amount" means, the aggregate of the following (which both Parties  acknowledge as being proportionate as to amount, having regard to the legitimate interests of the  Owners, in protecting against the Owners' risk of the Charterers failing to perform their obligations  under this Charter):  (a) the Cost Balance as at the relevant Termination Payment Date;  (b) any Variable Hire which has accrued until and including the relevant Termination Payment  Date and which remains unpaid at such Termination Payment Date;  (c) any other Unpaid Sums due and payable;  (d) in the case of a Default Termination, a fee equal to 1.5% of the applicable Cost Balance  and in the case of a termination under paragraph (k) or paragraph (r) of Clause 40 (Hire) or  paragraph (i)(ii) of Clause 48, the Early Termination Fee (if applicable at that time);   (e) any documented costs and expenses (including any legal costs) incurred by the Owners as  a result of the early termination including but not limited to in locating, repossessing or  recovering the Vessel, releasing any Security Interest created over the Vessel, collecting  any payments due under this Charter or in obtaining the due performance of the obligations  of the Charterers under the Transaction Documents; and  together with any interest accrued thereon pursuant to paragraph (r) of Clause 40 (Hire) up to the  date of receipt by the Owners, any applicable and documented Break Costs net of any  Breakfunding Gain.   "Early Termination Fee" means the product of the percentage below multiplied by the  outstanding Cost Balance as at the relevant Termination Payment Date.  1st Anniversary of Delivery to the day before the 2nd Anniversary of Delivery 1.50%  2nd Anniversary of Delivery to the day before the 3rd Anniversary of Delivery 1.00%  3rd Anniversary of Delivery to the day before the 4th Anniversary of Delivery 0.75%  4th Anniversary of Delivery onwards 0.00%    "Earnings" means all hires, freights, pool income and other sums payable to or for the account of  the Charterers in respect of the Vessel including (without limitation) all remuneration for salvage  and towage services, demurrage and detention moneys, contributions in general average,  compensation in respect of any requisition for hire, and damages and other payments (whether  awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or  variation of any contract for the operation, employment or use of the Vessel.  "Environmental Approvals" means any present or future permit, licence, approval, ruling,  variance, exemption or other authorisation required under the applicable Environmental Law.  "Environmental Claim" means any claim, proceeding or investigation by any person in respect  of any Environmental Law.  "Environmental Incident" means:  (a) any release, emission, spill or discharge from the Vessel or into or upon the air, sea, land  or soils (including the seabed) or surface water of Environmentally Sensitive Material within  or from the Vessel; or  





 






(b) any incident in which Environmentally Sensitive Material is released, emitted, spilled or  discharged into or upon the air, sea, land or soils (including the seabed) or surface water  from a vessel other than the Vessel and which involves a collision between the Vessel and  such other vessel or some other incident of navigation or operation, in either case, in  connection with which the Vessel is actually or potentially liable to be arrested, attached,  detained or injuncted and/or the Vessel and/or any Obligor and/or any operator or manager  of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative  action; or  (c) any other incident in which Environmentally Sensitive Material is released, emitted, spilled  or discharged into or upon the air, sea, land or soils (including the seabed) or surface water  otherwise than from the Vessel and in connection with which the Vessel is actually or  potentially liable to be arrested and/or where any Obligor and/or any operator or manager  of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative  action, other than in accordance with an Environmental Approval.  "Environmentally Sensitive Material" means (i) oil and oil products and (ii) any other waste,  pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or  noise) that may be harmful to human health or other life or the environment or a nuisance to any  person or that may make the enjoyment, ownership or other territorial control of any affected land,  property or waters more costly for such person to a material degree.  "Environmental Law" means any applicable law and regulation in any jurisdiction in which any  Obligor conducts business which relates to the pollution or protection of the environment or harm  to or the protection of human health or the health of animals or plants.  "Finance Document" means any facility agreement, security document and any other document  designated as such by the Finance Parties and the Owners and which have been or may be (as  the case may be) entered into between the Finance Parties and the Owners for the purpose of,  among other things, financing or (as the case may be) refinancing all or any part of the Actual  Owners' Costs.  "Finance Party" means any bank or financial institution which is or will be party to a Finance  Document (other than the Owners and other entities which may have agreed or be intended as  debtors and/or obligors thereunder) and "Finance Parties" means two or more of them.  "Financial Indebtedness" means any obligation for the payment or repayment of money, whether  present or future, actual or contingent, in respect of:  (a) moneys borrowed;  (b) any acceptance credit;  (c) any bond, note, debenture, loan stock or similar instrument;  (d) any finance, capital lease or operating leases for financing purposes;  (e) receivables sold or discounted (other than on a non-recourse basis);  (f) deferred payments for assets or services;  (g) any derivative transaction protecting against or benefiting from fluctuations in any rate or  price (and, when calculating the value of any derivative transaction, only the marked to  market value shall be taken into account);  (h) any amount raised under any other transaction (including any forward sale or purchase  agreement) having the commercial effect of a borrowing according to the relevant account  principles;  (i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or  documentary letter of credit or any other instrument issued by a bank or financial institution;  and  





 






(j) the amount of any liability in respect of any guarantee or indemnity for any of the items  referred to in (a) to (i).   "Fixed Hire" has the meaning given under and shall be calculated in accordance with Clause  40(a)(ii) of this Charter.  "GAAP" means generally accepted accounting principles in the United States of America.   "Hire" means each or any combination or aggregate of (i) Fixed Hire and (ii) Variable Hire, as the  context may require.  "Hire Payment Date" means, as applicable:  (a) the first Hire Payment Date which shall fall three (3) months after the Delivery Date; and  (b) each subsequent Hire Payment Date during the Charter Period which shall fall at  successive quarterly intervals after the first Hire Payment Date, with the final Hire Payment  Date falling on the final day of the Charter Period,   or if any such date is not a Business Day, the immediately preceding Business Day.  "Hire Period" means each period of three (3) months’ duration during the Charter Period, with the  first Hire Period commencing on the Delivery Date and ending on the first Hire Payment Date,  provided further that (i) each Hire Period after the first Hire Period shall commence on the last day  of the previous Hire Period, (ii) any Hire Period that would otherwise extend after the next Hire  Payment Date shall instead end on that Hire Payment Date and (iii) the final Hire Period shall end  on the last day of the Charter Period.  "Holding Company" means, in relation to any entity, any other entity in respect of which it is a  Subsidiary.  "IAPPC" means a valid international air pollution prevention certificate for the Vessel issued under  Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International  Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).  "Indemnitee" has the meaning given to such term in Clause 58 (Further indemnities).  "Innocent Owners Interest Insurances" means all policies and contracts of innocent owners'  interest insurance from time to time taken out by the Owners in relation to the Vessel.  "Insurances" means all policies and contracts of insurance which are from time to time taken out  or entered into by the Charterers in respect of the Vessel or her Earnings or otherwise in  connection with the Vessel or her Earnings.  "Intermediate MOA" means the memorandum of agreement for the Vessel entered into between  the Original Buyers and the Charterers dated 28 May 2018.  "Interpolated Screen Rate" means, in relation to the LIBOR for the Cost Balance or any part of  it, the rate which results from interpolating on a linear basis between:  (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available)  which is less than that relevant period; and  (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available)  which exceeds that relevant period,  each at or about 11:00a.m. London time on the Quotation Day.   "Intra-group Loan Agreement" means the intra-group loan agreement executed or to be  executed on or about the date of this Charter between the Charterers and the Shareholder,  pursuant to which each of the Charterers and the Shareholder may make loan to the other party,  and whose rights are, subject to the terms and conditions thereof, subordinated to the rights of  the Owners under this Charter.  





 






"ISM Code" means the International Safety Management Code (including the guidelines on its  implementation), adopted by the International Maritime Organisation Assembly as Resolutions  A.741 (18) (as amended by MSC 104 (73)) and A.913(22) (superseding Resolution A.788 (19)),  as the same may be amended, supplemented or superseded from time to time (and the terms  "safety management system", "Safety Management Certificate" and "Document of Compliance"  have the same meanings as are given to them in the ISM Code).  "ISM Company" means, at any given time, the company responsible for the Vessel's compliance  with the ISM Code under paragraph 1.1.2 of the ISM Code.  "ISPS Code" means the International Ship and Port Facility Security Code adopted by the  International Maritime Organisation (as the same may be amended, supplemented or superseded  from time to time).  "ISPS Company" means, at any given time, the company responsible for the Vessel's compliance  with the ISPS Code.  "ISSC" means a valid international ship security certificate for the Vessel issued under the ISPS  Code.  "John Fredriksen Family" means Mr. John Fredriksen, his direct lineal descendants, the  personal estate of any of them and/or any trust created for the benefit of any of the  aforementioned persons or their estates.  "LIBOR" means:  (a) the applicable Screen Rate as of the Specified Time for USD and for a period of three  months for any Unpaid Sum (including any Hire); or  (b) as otherwise determined in accordance with paragraph (r) of Clause 40 (Hire), and if, in  either case, that rate is less than zero, LIBOR will be deemed to be zero.  "Major Casualty Amount" means US Dollars three Million (US$3,000,000) or the equivalent in  any other currency or currencies.  "Management Agreement" means, in relation to the Vessel, the technical and/or commercial ship  management agreement and/or layup management agreement executed or to be executed (as  the case may be) between the relevant Approved Manager and the Charterers.  "Managers' Undertaking" means the deed of undertaking executed or to be executed by the  relevant Approved Manager in favour of the Owners, unless the Approved Manager is not in the  Charterer Group.  "Margin" means three point two per cent (3.20%) per annum.  "MARPOL" means the International Convention for the Prevention of Pollution from Ships adopted  by the International Maritime Organisation (as the same may be amended, supplemented or  superseded from time to time).  "Material Adverse Effect" means a material adverse change in, or a material adverse effect on:  (a) the financial position, business or operation of the Charterer, the Charter Guarantor or the  Charter Group taken as a whole;  (b) the ability of any Obligor to perform and comply with their obligations under any Transaction  Document or Project Document to which they are a party;  (c) the validity, legality or enforceability of this Charter, any other Transaction Document or any  Project Document; or  (d) the effectiveness or ranking of any Security Interests granted pursuant to any of the  Transaction Documents or the rights or remedies of the Owners under any of the  Transaction Documents and the Charterers under any of the Project Documents.  "MOA" has the meaning given to such term in Clause 34 (Background).  





 






"Mortgagees' Interest Insurances" means all policies and contracts of mortgagees' interest  insurance, mortgagees' additional perils (oil pollution) insurance and any other insurance from  time to time taken out by any Finance Party in relation to the Vessel.  "Necessary Authorisations" means all Authorisations of any person including any government  or other regulatory authority required by applicable law to enable it to:  (a) lawfully enter into and perform its obligations under the Transaction Documents and the  Project Documents to which it is party;  (b) ensure the legality, validity, enforceability or admissibility in evidence in England and, if  different, its jurisdiction of incorporation, of such Transaction Documents and Project  Documents to which it is party; and  (c) carry on its business from time to time.  "Obligor" means each of the Charterers, the Charter Guarantor and any person within the  Charterer Group that may be party to a Transaction Document from time to time (other than the  Owners).  "Original Buyers" means Sea America Inc., a corporation incorporated and existing under the  laws of the Marshall Islands and having its registered address at Trust Company Complex,  Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands.   "Owners' Cost Payment Date" means the date on which the Actual Owners' Cost is paid by the  Owners (as buyer) to the Charterers (as seller) in accordance with the terms of the MOA.  "Party" means a party to this Charter.  "PDA" means the protocol of delivery and acceptance in relation to the Vessel to be executed  between the Owners and the Charterers, substantially in the form contained in Schedule 1 (Form  of Protocol of Delivery and Acceptance) hereto.   "Permitted Security Interest" means:  (a) any Security Interest created or to be created in accordance with the Security Documents;  (b) liens for unpaid master's and crew's wages in accordance with first class ship ownership  and management practice provided the same are no more than thirty (30) days overdue;  (c) liens for salvage;  (d) liens for master's disbursements incurred in the ordinary course of trading;  (e) any other lien arising by operation of law or otherwise in the ordinary course of the  operation, repair or maintenance of the Vessel and not as a result of any default or omission  by the Charterers, provided such liens do not secure amounts more than thirty (30) days  overdue (unless the overdue amount is being contested in good faith by appropriate steps);  (f) any Security Interest arising by operation of law in respect of Taxes which are not overdue  for payment or which are being contested in good faith by appropriate steps and in respect  of which appropriate reserves have been made;  (g) any liens securing obligations incurred in the ordinary course of trading and/or operating  the Vessel and not more than 30 days overdue;   (h) liens arising under the general terms and conditions of banks; and  (i) any Security Interest which has the prior written approval of the Owners.  "Potential Termination Event" means an event or circumstance which, with the giving of any  notice, the lapse of time, a determination of the Owners or any combination of the foregoing is a  Termination Event.  





 






"Pre-Approved Flag" means the Marshall Islands, Hong Kong, Malta, Liberia or other flag at the  Charterers' option and approved by the Owners.   "Project Documents" means the Intermediate MOA, each Sub-Charter and the Management  Agreement(s);  “Purchase Obligation Price” means an amount equal to 8/18 of the Actual Owners’ Costs;  "Purchase Option Price" means the amount due and payable by the Charterers to the Owners  pursuant to Clause 52 (Purchase option and transfer of title), being the aggregate of:  (a) the Cost Balance as at the relevant Hire Payment Date (on which the Charterers or the  Charterers' nominee will purchase the Vessel pursuant to Clause 52(a)) plus any Variable  Hire which has accrued until and including that Hire Payment Date and which remains  unpaid at such Hire Payment Date;  (b) the applicable Early Termination Fee;  (c) any interest accrued due and unpaid pursuant to paragraph (i) of Clause 40 (Hire);   (d) all Unpaid Sums due and payable together with (in each case where applicable) interest  accrued thereon pursuant to paragraph (i) of Clause 40 (Hire) from the due date for payment  thereof up to the date of actual payment; and  (e) any Break Cost net of any Breakfunding Gain.  "Purchase Price" has the meaning given to such term under the MOA.  "Quotation Day" means in relation to any Hire Period for which Variable Hire or an interest rate  is to be determined, the day falling two (2) Business Days before the first day of that period.  "Quiet Enjoyment Letter" means, in relation to the Vessel, a letter which the Finance Parties (or  their authorised agent on their behalf) shall issue in favour of the Charterers and/or the Charter  Guarantor (as applicable), such letter to be in such form and substance as customary for ship  finance transactions and acceptable to the parties thereto.  "Reference Banks" shall mean the principal London offices of Citibank N.A., HSBC Bank Plc.,  JP Morgan Chase Bank, N.A., or such other banks as the Owners may nominate in consultation  with the Charterers.  "Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four (4  decimal places) as supplied to the Owners at their request by the Reference Banks:  (a)  (other than where paragraph (b) below applies) as the rate at which the relevant Reference  Bank could borrow funds in the London interbank market in US Dollars for the relevant  period, were it to do so by asking for and then accepting interbank offers for deposits in  reasonable market size in that currency and for that period; or  (b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant  period) which contributors to the Screen Rate are asked to submit to the relevant  administrator.  "Requisition Compensation" means all compensation or other money which may from time to  time be payable to the Charterers as a result of the Vessel being requisitioned for title or in any  other way compulsorily acquired (other than by way of requisition for hire).  "Restricted Party" means a person or persons, legal or physical that:  (a) is listed on any Sanctions List;  (b) is domiciled, resident, located or having its main place of business in, or is incorporated  under the laws of, a country or a territory that is or whose government is subject to  Sanctions which attach legal effect to being domiciled, located, having its main place of  business in, or incorporated under the laws such country;  





 






(c) otherwise the target of Sanctions (whether designated by name or by reason of being  included in a class of person);  (d) with which any Finance Party is prohibited from dealing with or otherwise engaging in a  transaction with due to Sanctions; or  (e) is directly or indirectly owned by more than 50 percent or controlled, or acting on behalf, at  the direction or for the benefit of a person(s) referred to in paragraph (a), (b) or (c) above.  "Sanctions" means any economic or financial sanctions laws and/or regulations, trade  embargoes, prohibitions, restrictive measures, decisions, executive orders, or notices from  regulators implemented, adapted, imposed, administered, enacted, or enforced by any Sanctions  Authority, to the extent applicable to any of the Obligors or any member of the Charter Group.  "Sanctions Authority" means the United Nations Security Council, the European Union, the  United Kingdom, the People's Republic of China, any country to which any Obligor is bound, the  United States of America (including but not limited to the U.S. Department of Treasury's Office of  Foreign Assets Control (OFAC) and the U.S. Department of State), and any authority acting on  behalf of any of them in connection with Sanctions.  "Sanctions List" means any list of persons or entities subject to Sanctions published in  connection with Sanctions by or on behalf of any Sanctions Authority from time to time.  "Screen Rate" means the London interbank offered rate administered by ICE Benchmark  Administration Limited (or any other person which takes over the administration of that rate) for  US Dollars for three (3)-month period displayed (before any correction, recalculation or  republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any  replacement Thomson Reuters page which displays that rate) or on the appropriate page of such  other information service which publishes that rate from time to time in place of Thomson Reuters.   If such page or service ceases to be available, the Owners may specify another page or service  displaying the relevant rate.  "Security Interest" means a mortgage, charge, assignment, pledge, lien, or other security interest  securing any obligation of any person or any other agreement or arrangement having a similar  effect.  "Security Documents" means, in relation to the Vessel, the following:  (a) the Charter Guarantee;  (b) the Charterers' Assignment;  (c) the Managers' Undertaking;   (d) the Shares Pledge; and  (e) any Sub-Charterers' Assignment;  and "Security Document" means any one of them.  "Settlement Date" means, following a Total Loss of the Vessel, the earliest of:  (a) the date which falls 120 days after the date of occurrence of the Total Loss or, if such date  is not a Business Day, the immediately preceding Business Day; and  (b) the date on which the Owners receive the Total Loss Proceeds in respect of the Total Loss.  "Shareholder" means Flex LNG Fleet Limited a company incorporated in Bermuda with  registration number 52351 whose registered office is at Par la Ville Place, 4th Floor, 14 Par la Ville  Road, Hamilton, HM08.   "Shares Pledge" means the deed of charge of shares of the Charterers, executed or to be  executed by the Shareholder in favour of the Owners.  





 






"SMC" means a valid safety management certificate issued for the Vessel by or on behalf of the  Administration under paragraph 13.7 of the ISM Code.  "Specified Time" means:  (a) in connection with determining the Screen Rate, 11:00 a.m. (London time) on the  (b) Quotation Day; or  (c) in connection with determining the Reference Bank Rate, noon (London time) on the  Quotation Day.  "Sub-Charter" means any Approved Time Charter and any other contract of affreightment, any  demise charterparty, or any time or voyage charterparty of a fixed duration exceeding twenty-four  (24) months entered into between the Charterers as disponent owners and any Sub-Charterers  for the chartering of the Vessel by the Charterers to the Sub- Charterers.  "Sub-Charter Quiet Enjoyment Letter" means, in relation to the Vessel, any letter which (i) the  Owners and/or (ii) the Finance Parties (or their authorised agent on their behalf) may (subject to  the terms of this Charter) issue in favour of the Sub-Charterers, such letter to be in such form and  substance customary for ship finance transactions and acceptable to the parties thereto.  "Sub-Charterers" means any person entering into a Sub-Charter with the Charterers for the  chartering of the Vessel from the Charterers (as disponent owners) to such person (as charterer).  "Sub-Charterers' Assignment" means the deed of assignment executed or to be executed (as  the case may be) by any Sub-Charterers (which has entered into a Sub-Charter on a bareboat  basis) in favour of the Owners in relation to certain of the Sub-Charterers' rights and interest in  and to (amongst other things) the (a) Sub-Charterers' Earnings, (b) Sub-Charterers' Insurances  and (c) Sub-Charterers' Requisition Compensation.  "Sub-Charterers' Earnings" means all hires, freights, pool income and other sums payable to or  for the account of any Sub-Charterers in respect of the Vessel including (without limitation) all  remuneration for salvage and towage services, demurrage and detention moneys, contributions  in general average, compensation in respect of any requisition for hire, and damages and other  payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for  breach, termination or variation of any contract for the operation, employment or use of the Vessel.  "Sub-Charterers' Insurances" means all policies and contracts of insurance which are from time  to time taken out or entered into by any Sub-Charterers in respect of the Vessel or her Sub- Charterers' Earnings or otherwise in connection with the Vessel or her Sub-Charterers' Earnings.  "Sub-Charterers' Requisition Compensation" means all compensation or other money which  may from time to time be payable to any Sub-Charterers as a result of the Vessel being   requisitioned for title or in any other way compulsorily acquired (other than by way of requisition  for hire).  "Subsidiary" is a subsidiary of another company if that other company:  (a) holds a majority of the voting rights in it, or  (b) is a member of it and has the right to appoint or remove a majority of its board of directors,  or  (c) is a member of it and controls alone, pursuant to an agreement with other members, a  majority of the voting rights in it,  or if it is a subsidiary of a company that is itself a subsidiary of that other company.  "Tax" or "tax" means any present and future tax (including, without limitation, value added tax,  consumption tax or any other tax in respect of added value or any income), levy, impost, duty or  other charge or withholding of any nature (including any penalty or interest payable in connection  





 






with any failure to pay or any delay in paying any of the same); and "Taxes", "taxes", "Taxation"  and "taxation" shall be construed accordingly.  "Termination" means the termination at any time of the chartering of the Vessel under this  Charter.  "Termination Event" means each of the events specified in paragraph (a) of Clause 49  (Termination Events).  "Termination Notice" means if and as applicable, a notice of termination given under paragraph  (k) or paragraph (r) of Clause 40 (Hire) or paragraph (i)(ii) of Clause 48 or paragraph (c) of Clause  51 (Termination Events).  "Termination Payment Date" means:  (a) in respect of a termination of this Charter in accordance with paragraph (k) of Clause 40  (Hire), the date specified by the Owners in the Termination Notice served on the Charterers  pursuant to that Clause;  (b) in respect of a termination of this Charter in accordance with paragraph (r) of Clause 40,  the date specified by the Charterers in the Termination Notice served on the Owners  pursuant to that Clause which must be at least sixty (60) days from the date of the  Termination Notice;  (c) in respect of a termination of this Charter in accordance with paragraph (i)(ii) of Clause 48,  the date specified by the Charterers in the Termination Notice served on the Owners  pursuant to that Clause which must be at least sixty (60) days from the date of the  Termination Notice;  (d) in respect of a Default Termination, the date specified by the Owners in the Termination  Notice served on the Charterers pursuant to paragraph (c) of Clause 49 (Termination  Events) in respect of such Default Termination; or  (e) in respect of a Total Loss Termination, the Settlement Date in respect of the Total Loss  which gives rise to such Total Loss Termination.  "Third Parties Act" means the Contracts (Rights of Third Parties) Act 1999.   "Title Transfer PDA" means the protocol of delivery and acceptance in relation to the Vessel to  be executed between the Owners and the Charterers, substantially in the form contained in  Schedule 2 (Form of Title Transfer Protocol of Delivery and Acceptance) hereto.  "Total Loss" means during the Charter Period:  (a) actual or constructive or compromised or agreed or arranged total loss of the Vessel;   (b) the requisition for title or compulsory acquisition of the Vessel by any government or other  competent authority (other than by way of requisition for hire); or  (c) the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation  or forfeiture of the Vessel (not falling within paragraph (b) of this definition), unless the  Vessel is released and returned to the possession of the Owners or the Charterers within  one hundred and eighty (180) days after the capture, seizure, arrest, detention,  hijacking,   theft,  condemnation  as  prize,  confiscation  or  forfeiture  in question,  and for the purpose of this Charter, (i) an actual Total Loss of the Vessel shall be deemed to have  occurred at the date and time when the Vessel was lost but if the date of the loss is unknown the  actual Total Loss shall be deemed to have occurred on the date on which the Vessel was last  reported, (ii) a constructive Total Loss shall be deemed to have occurred at the date and time at  which a notice of abandonment of the Vessel is given to the insurers of the Vessel and (iii) a  compromised, agreed or arranged Total Loss shall be deemed to have occurred on the date of  the relevant compromise, agreement or arrangement.  





 






"Total Loss Proceeds" means the proceeds of the Insurances or any other compensation of any  description in respect of a Total Loss in respect of a Total Loss.  "Transaction Documents" means, together, this Charter, the MOA, the Security Documents and  such other documents as maybe agreed by the Parties from time to time.  "Unpaid Sum" means any sum due and payable but unpaid by any Obligor under the Transaction  Documents.  "US Dollars", "Dollars", "USD", "US$" and "$" each means available and freely transferable and  convertible funds in lawful currency of the United States of America.  "US Tax Obligor" means:  (a) an Obligor which is resident for tax purposes in the United States of America; or  (b) an Obligor some or all of whose payments under the Transaction Documents to which it is  a party are from sources within the United States for US federal income tax purposes.  "Variable Hire" has the meaning given under and shall be calculated in accordance with Clause  40(a)(iii) of this Charter.  "Vessel" means the 173,400 M3 Liquefied Natural Gas carrier with IMO number 9857377 as more  particularly described in Boxes 5 (Vessel's name, call sign and flag) to 10 (Classification Society)  of this Charter.  33. Interpretations  (a) In this Charter, unless the context otherwise requires, any reference to:  (i) this Charter include the Schedules hereto and references to Clauses and Schedules  are, unless otherwise specified, references to Clauses of and Schedules to this  Charter and, in the case of a Schedule, to such Schedule as incorporated in this  Charter as substituted from time to time;  (ii) any statutory or other legislative provision shall be construed as including any  statutory  or  legislative  modification  or  re-enactment  thereof,  or  any substitution  therefor;  (iii) the term "Vessel" includes any part of the Vessel;  (iv) the "Owners", the "Charterers", any "Obligor", "Sub-Charterers" or any other  person include any of their respective successors, permitted assignees and  permitted transferees;  (v) any agreement, instrument or document include such agreement, instrument or  document as the same may from time to time by amended, modified, supplemented,  novated or substituted;  (vi) the "equivalent" in one currency (the "first currency") as at any date of an amount  in another currency (the "second currency") shall be construed as a reference to  the amount of the first currency which could be purchased with such amount of the  second currency at the spot rate of exchange quoted by the Owners at or about 11:00  a.m. two (2) Business Days (being a day other than a Saturday or Sunday on which  banks and foreign exchange markets are generally open for business in Beijing) prior  to such date for the purpose of the first currency with the second currency for delivery  and value on such date;  (vii) "hereof", "herein" and "hereunder" and other words of similar import means this  Charter as a whole (including the Schedules) and not any particular part hereof;  (viii) "law" includes common or customary law and any constitution, decree, judgment,  legislation, order, ordinance, regulation, rule, statute, treaty or other legislative  measure in any jurisdiction or any present or future directive, regulation, request or  





 






requirement, or official or judicial interpretation of any of the foregoing, in each case  having the force of law and, if not having the force of law, in respect of which  compliance is generally customary;   (ix) the word "person" or "persons" or to words importing persons include, without  limitation, any state, divisions of a state, government, individuals, partnerships,   corporations,  ventures,  government  agencies,  committees, departments,  authorities and other bodies, corporate or unincorporated, whether having distinct  legal personality or not;  (x) the "winding-up", "dissolution",  "administration",  "liquidation", "insolvency",  "reorganisation", "readjustment of debt", "suspension of payments",   "moratorium"  or  "bankruptcy"  (and  their  derivatives  and cognate expressions)  of any person shall each be construed so as to include the others and any equivalent  or analogous proceedings or event under the laws  of  any jurisdiction  in  which  such   person  is  incorporated  or  any jurisdiction in which such person carries on business;  (xi) "protection and indemnity risks" means the usual risks covered by a protection  and indemnity association which is a member of the International Group of P&I Club,  including pollution risks, extended passenger cover and the proportion (if any) of any  sums payable to any other person or persons in case of collision which are not  recoverable under the hull and machinery policies by reason of the incorporation in  them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of  the Institute Time Clauses (Hull)(1/10/83) or clause 8 of the Institute Time Clauses  (Hulls)(1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any  equivalent provision;  (xii) a Potential Termination Event or a Termination Event which is "continuing" is a  reference to a Potential Termination Event or a Termination Event which is not  remedied or waived; and  (xiii) words denoting the plural number include the singular and vice versa.  (b) Headings are for the purpose of reference only, have no legal or other significance, and  shall be ignored in the interpretation of this Charter.  (c) A time of day (unless otherwise specified) is a reference to Beijing time.  34. Background  (a) Pursuant to the Building Contract, the Original Buyers have agreed to purchase and the  Builders have agreed to build and sell the Vessel subject to the terms and conditions  therein.  (b) Pursuant to the Intermediate MOA, the Charterers have agreed to purchase and the  Original Buyers have agreed to sell the Vessel subject to the terms and conditions therein.  (c) By a memorandum of agreement (the "MOA") of even date herewith made between the  Owners (as buyers thereunder) and the Charterers (as sellers thereunder), the Owners  have agreed to purchase and the Charterers have agreed to sell the Vessel subject to the  terms and conditions therein.  (d) If:  (i) the Vessel is not delivered by the Cancellation Date (or such later date as the Owners  and the Charterers may agree) (other than caused by any act or omission  of  any   Obligor); or   (ii) prior to delivery it becomes unlawful for the Owners (as buyers) to perform or comply  with any or all of their obligations under the MOA or any of the obligations of the  Owners under the MOA is not or ceases to be legal, valid, binding and enforceable,  neither Party shall be liable to the other for any claim arising out of this Charter and  this Charter shall immediately terminate and be cancelled (with the exception of  





 






Clause 58 (Further indemnities) provided however that the Charterers shall remain  obliged to pay all fees which the Charterers are obliged to pay pursuant to paragraph  (a) of Clause 55 (Fees and expenses), and any such payment shall be deemed to  be proportionate as to amount, having regard to the legitimate interests of the  Owners, in protecting against the Owners' risk of the Charterers failing to perform  their obligations under this Charter.  Accordingly the Parties hereby agree that the Owners' obligation to charter the Vessel to the  Charterers under this Charter is subject to the effective ultimate transfer of ownership of the Vessel  to the Owners pursuant to the Building Contract, the Intermediate MOA and the MOA.  35. Pre-delivery and delivery  (a) As at the date of this Charter, the Vessel is under construction by the Builders pursuant to  the terms of the Building Contract. The Charterers hereby confirm that they have reviewed,  received and agreed to the forms of the Building Contract (or copies thereof).  (b) The Owners will deliver and the Charterers will take delivery of the Vessel under this Charter  immediately, which to the extent possible shall be deemed to take place simultaneously,  after the i) Builder delivers the Vessel to the Original Buyers under the Building Contract  and ii) the Original Buyers deliver the Vessel to the Charterers under and subject to the  terms of the Intermediate MOA upon the Delivery Date and iii) the Charterers deliver the  Vessel to the Owners under the MOA immediately thereafter, subject to which, the  Charterers will accept the Vessel on an "as is where is" basis on delivery under this Charter.  (c) Subject to the foregoing, once the Charterers have delivered the Vessel and the Owners  have accepted the Vessel under the MOA, the Charterers will be deemed to have accepted  the Vessel under this Charter with any faults, deficiencies and errors of description.  (d) The obligation of the Owners to purchase and take delivery of the Vessel pursuant to the  MOA and to charter the Vessel to the Charterers pursuant to this Charter shall be subject  to the following conditions:  (i) no Termination Event or Potential Termination Event having occurred which is  continuing on the date of this Charter and the Delivery Date;  (ii) the representations and warranties referred to in Clause 47 (Charterers'  representations and warranties) being true and correct in all material respects on the  date of this Charter and the Delivery Date;  (iii) the Owners shall have received the documents and evidence referred to in Clause  36 (Conditions precedent), in each case in all respects in form and substance  satisfactory to it on or before the Delivery Date (unless waived by the Owners);  (iv) the Delivery Date falls on or before the Cancellation Date (or such later date as may  be agreed between the Owners (as buyer under the MOA) and the Charterers (as  seller under the MOA)); and  (v) delivery of the Vessel to (i) the Original Buyers by the Builder under and subject to  the Building Contract, (ii) the Charterers by the Original Buyers under and subject to  the Intermediate MOA and (iii) the simultaneous delivery of the Vessel from the  Charterers to the Owners under and subject to the terms of the MOA.  (e) Provided that the conditions referred to in paragraph (d) above have been fulfilled or waived  with or without conditions to the satisfaction of the Owners (which shall be evidenced in  writing by the Owners), the Owners and the Charterers agree that:  (i) the Charterers shall, at their own expense, upon the Delivery Date arrange for the  Vessel to be registered in the name of the Owners as registered owner, and procure  the issue of a transcript of register, giving evidence of title which shows the Owners  being registered as the registered owner and that the Vessel is free from any  registered Security Interest (other than any mortgage(s) registered by the Owners in  favour of the Finance Parties);  





 






(ii) the Charterers shall take delivery of the Vessel from the Owners under this Charter  (such delivery to be evidenced by a duly executed PDA) simultaneously with the  acceptance of delivery of the Vessel by the Owners from the Charterers pursuant to  the MOA;  (iii) the Charterers will accept the Vessel:  (A) on an "as is where is" basis in exactly the same form and state as the Vessel  is delivered by the Charterers to the Owners pursuant to the MOA; and  (B) in such form and state with any faults, deficiencies and errors of description;  (iv) the acceptance of delivery of the Vessel by the Charterers from the Owners pursuant  to this Charter shall take place simultaneously with the acceptance of delivery of the  Vessel by  (i) the Original Buyers from the Builder pursuant to the Building Contract,  (ii) the Charterers from the Original Buyers pursuant to the Intermediate MOA and  (iii) by the Owners from the Charterers pursuant to the MOA; and  (v) the Charterers shall have no right to refuse acceptance of delivery of the Vessel into  this Charter if the Vessel is delivered to the Owners pursuant to the MOA and,  notwithstanding and without prejudice to the foregoing, the Owners and the  Charterers nonetheless agree to enter into and execute the PDA on delivery of the  Vessel under this Charter.  (f) The Charterers acknowledge and agree that the Owners are not the manufacturer or  original supplier of the Vessel which has been purchased by the Owners from the  Charterers pursuant to the MOA, and have therefore made no representations or  warranties in respect of the Vessel or any part thereof, and hereby waive all their  rights in respect of any warranty or condition implied (whether statutory or otherwise)  on the part of the Owners and all claims against the Owners howsoever the same  might arise at any time in respect of the Vessel, or arising out of the construction,  operation or performance of the Vessel and the chartering thereof under this Charter  (including, without limitation, in respect of the seaworthiness or otherwise of the  Vessel).  (g) In particular, and without prejudice to the generality of paragraph (f) above, the  Owners shall be under no liability whatsoever, howsoever arising, in respect of the  injury, death, loss, damage or delay of or to or in connection with the Vessel or any  person or property whatsoever, whether onboard the Vessel or elsewhere, and  irrespective of whether such injury, death, loss, damage or delay shall arise from the  unseaworthiness of the Vessel. For the purpose of this paragraph (g), "delay" shall  include delay to the Vessel (whether in respect of delivery under this Charter or  thereafter and any other delay whatsoever).  36. Conditions precedent  (a)  Notwithstanding anything to the contrary in this Charter, the obligations of the Owners to  purchase and take delivery of the Vessel pursuant to the MOA and to charter the Vessel to  the Charterers under this Charter are subject to and conditional upon the Owners' receipt  of following documents and evidence (in each case in form and substance acceptable to  the Owners) on or before the Delivery Date (or such other date as the Owners and the  Charterers may agree) and to the extent the same have not previously been provided under  the MOA:  (i) an original of each of the following:  (A) the duly executed Charter;  (B) the duly executed MOA;  (C) the following duly executed Security Documents:  (I)  the Charter Guarantee;  





 






(II)   the Charterers' Assignment;  (III)  the Managers' Undertaking;  (IV) the Shares Pledge and the undertaking(s) or deed(s) set out in  Clause 48(q)(i)(B);  (V) Sub-Charter Assignment (if any); and  (D) all documents required by any of the Security Documents set out in paragraph   (C),  including  but  not  limited  to  the  notices  and acknowledgement required  under such Security Documents, except for  the  letters  of  undertaking  from   the  insurers,  underwriters, protection  and  indemnity  clubs  and  association   which  will  be provided to the Owners (but provided the same will be in an  agreed form acceptable to the Owners) and the acknowledgment by the Sub-  Charterers (if any) to the assignment of the Sub-Charter, both of which  will   be  required  under  the  Charterers'  Assignment  and provided to the Owners  in accordance with Clause 75 (Conditions subsequent);  (ii) certified true copies of the memorandum and articles of association (or equivalent  documents) (and all amendments thereto) of each Obligor and any other documents  required to be filed or registered or issued under the laws of their jurisdiction of  incorporation to establish their incorporation;  (iii) certified true copies of written resolutions or (as the case may be), resolutions passed  at separate meetings, in each case, of the board of directors and (if required by any  legal advisors to the Owners) shareholders of each Obligor (or the relevant  stakeholders as such legal advisors may specify), evidencing its approval of the  Transaction Documents and the Project Documents to which it is a party and  authorising appropriate officers or attorneys to execute the same and to sign all  notices required to be given hereunder or thereunder on its behalf or other evidence  of such approvals and authorisations as shall be acceptable to the Owners;  (iv) if applicable, the original power of attorney of each Obligor under which any  documents (including the Transaction Documents to which it is a party) are to be  executed or transactions undertaken by that party;  (v) a certified list specifying the directors and officers of each of the Obligors (together  with their respective specimen signatures);  (vi) if applicable, copies of all Necessary Authorisations;   (vii) copies of the following:  (A) the duly executed Building Contract;  (B) the duly executed Intermediate MOA;  (C) the duly executed Management Agreement;  in each case together with all addenda, amendments or supplements;  (viii) copies of the documents delivered to the Charterers under the Intermediate MOA;  (ix) evidence  that  the  contract  price  of  the  Vessel  and  other  sums  due  and payable   to  the  Original Buyers under  the  Intermediate MOA  have  been  paid  to  the  Original Buyers and fully settled;  (x) evidence that:  (A) all the conditions under the MOA have been satisfied or, in the Owners'  opinion, will be satisfied on the Owners' Cost Payment Date;  





 






(B) subject to Clause 75 (Conditions Subsequent), the Vessel is (or will on the  Delivery Date) be insured in the manner required by the Transaction  Documents including a report (at Charterers’ cost) from an insurance  consultant acceptable to the Owners;  (C) the Original Buyers have at their own expense taken delivery of the Vessel  from the Builders according to the Building Contract and the Charterers have  at their own expense taken delivery of the Vessel from the Original Buyers  under the Intermediate MOA;  (xi) copies of:  (A) the Approved Managers' current Document of Compliance (as such term is  defined pursuant to the ISM Code);  (B) the Vessel's current IAPPC;  (C) the Vessel's interim Classification Certificate;   (xii) evidence that the fees, costs and expenses then due from the Charterers pursuant  to the MOA and this Charter (including Clauses 55 (Fees and expenses) and 58  (Further indemnities)) have been paid or will be paid at such time as is agreed with  the Owners;   (xiii) a legal opinion issued by legal advisers to the Owners in the following jurisdictions,  each in form and substance satisfactory to and agreed by the Owners (acting  reasonably) (or confirmation satisfactory to the Owners that such an opinion will be  given):  (A) England and Wales;  (B) the Marshall Islands;  (C) Norway;  (D) Bermuda; and  (E) such other jurisdictions as the Owners may reasonably consider necessary;  and  (xiv) a certified copy of any duly executed Sub-Charter, if applicable, together with all  addenda, amendments or supplements.  (b) If the Owners in their sole discretion agree to deliver the Vessel under this Charter to the  Charterers before all of the documents and evidence required by this Clause 36 have been  delivered to or to the order of the Owners, the Charterers undertake to deliver all  outstanding documents and evidence to or to the order of the Owners no later than seven  (7) Business Days after the Delivery Date or such other date as specified by the Owners,  acting in their sole discretion. The delivery of the Vessel by the Owners to the Charterers  under this Charter shall not, unless otherwise notified by the Owners (acting in their sole  discretion) to the Charterers in writing,  be taken as a waiver of the Owners' right to require  production of all the documents and evidenced required by this Clause 36.  37. Bunkers and luboils  (a) At delivery the Charterers shall take over all bunkers, lubricating oil, hydraulic oil, greases,  water and unbroached stores and provisions in the Vessel without cost.  (b) To the extent that Clause 42 (Redelivery) applies, at redelivery the Owners shall take over  all bunkers, unused lubricating oil, hydraulic oil, greases, water and unbroached provisions  and other consumable stores in the Vessel at no cost.   





 






38. Further maintenance and operation  (a) The good commercial maintenance practice under Clause 10 (Maintenance and Operation)  (Part II) of this Charter shall be deemed to include:  (i) the  maintenance  and  operation  of  the  Vessel  by  the  Charterers  in accordance  with (as the following are amended from time to time):  (A) the relevant regulations, requirements and recommendations of the  Classification Society;  (B) the relevant regulations, requirements and recommendations of the country  and flag of the Vessel's registry;  (C) any applicable IMO regulations (including but not limited to the ISM Code, the  ISPS Code and MARPOL);  (D) all other applicable laws or regulations; and  (E) Charterers' current standard operations and maintenance manuals;  (ii) the maintenance and operation of the Vessel by the Charterers taking into account:  (A) engine  manufacturers'  recommended  maintenance  and  service schedules;  (B) Builder's operations and maintenance manuals; and  (iii) recommended maintenance and service schedules of all installed equipment and  pipework.  (b) In addition to the above, the Charterers shall at the request of the Owners, arrange access  to class records for the Owners as available to the Charterers.  (c) Any equipment that is found not to be required on board as a result of law or regulation is  either to be removed at the Charterers expense or to be maintained in operable condition.  (d) The title to any equipment:  (i) placed on board as a result of operational requirements of the Charterers shall  automatically be deemed to belong to the Owners (unless hired from or belonging to  a third party) immediately upon such placement, and such equipment may only be  removed: (A) with the Owners' prior written consent, (B) at the Charterers' own  expense, and (C) without damage to the Vessel; and  (ii) replaced, renewed or substituted shall remain with the Owners until the part or  equipment which replaced it or the new or substitute part or equipment becomes  property of the Owners.  (e) Without prejudice to any other provisions under this Charter, the Charterers shall maintain,  use and operate the Vessel with commercially reasonable care as if the Charterers were  the owner of the same.  39. Structural changes and alterations  (a) Unless required by the Classification Society, compulsory legislation or pursuant to the  terms of any Sub-Charter, the Charterers shall make no material structural changes in the  Vessel or material changes in the machinery, engines, appurtenances or spare parts  thereof without in each instance first securing the Owners' consent thereto, such consent  not to be unreasonably withheld or delayed, provided that:  (i) any such changes do not have a material adverse effect on the Vessel's certification  or the Vessel's fitness for purpose;  (ii) any such changes will not diminish the value of the Vessel and/or have a material  adverse effect on the safety, performance, value or marketability of the Vessel;  





 






(iii) the Charterers shall bear all time, costs and expenses in relation to any such  changes;  (iv) the Charterers shall furnish the Owners with:  (A) copies of all plans in relation to such changes;  (B) if applicable, confirmation from the Classification Society that such changes  will not adversely affect the class of the Vessel, provided always  that  such   Classification  Society  agrees  to  issue  such confirmation.  Upon the occurrence of any Termination Event which is continuing, if the Owners decide to  retake possession of the Vessel, the Charterers shall at their expense restore the Vessel  to its former condition unless the changes made are carried out:  (A) to improve the performance, operation or marketability of the Vessel; or  (B) as a result of a regulatory compliance.  (b) Any improvement, structural changes or new equipment becoming necessary for the  continued operation of the Vessel by reason of new class requirements or by compulsory  legislation shall be for the Charterers' account and the Charterers shall not have any right  to recover from the Owners any part of the cost for such improvements, changes or new  equipment either during the Charter Period or, to the extent that Clause 42 (Redelivery)  applies, at redelivery of the Vessel. The Charterers shall give written notice to the Owners  of any such improvement, structural changes or new equipment.   40. Hire  (a) In consideration of the Owners' agreement to charter the Vessel to the Charterers pursuant  to the terms hereof, the Charterers agree to pay to the Owners the following sums on the  relevant dates as follows:  (i) on the Delivery Date, the amount of US Dollars Fifty Million One Hundred Thousand  (US$50,100,000) provided that this amount shall be reduced to US$31,700,000 if an  Approved Time Charter acceptable to the Owners is entered into at least 45 days  prior to delivery (or at least 60 days prior to delivery if, subject to the consent of the  Owners, the relevant Approved Time Charterer is not one of the entities specifically  named in the definition thereof) (the "Advance Hire") provided that:  (A) the Advance Hire shall be subject to netting against the Purchase Price in  accordance with the terms of the MOA;  (B) the Advance Hire shall not constitute any part of the Hire; and  (C) the Advance Hire shall be non-refundable;  (ii) on each and every Hire Payment Date, by way of fixed hire (each a "Fixed Hire") an  amount calculated as being 1/40 of (the Actual Owners’ Costs less the Purchase  Obligation Price);   (iii) on each and every Hire Payment Date, by way of variable hire (each such payment,  a "Variable Hire") then payable. The amount of Variable Hire payable on each Hire  Payment Date is calculated by multiplying (A) the Cost Balance immediately prior to  the relevant Hire Payment Date by (B) the aggregate of the Margin and the then  Applicable Rate and (C) a fraction whose denominator is three hundred and sixty  (360) and numerator is the number of days in the applicable Hire Period.  (b) The Hire shall be paid to the Owners’ Account in advance before 4:00 p.m. (Beijing time)  on each Hire Payment Date (in respect of which time is of the essence).  (c) Any payment provided herein due on any day which is not a Business Day shall be payable  on the immediately preceding Business Day.  





 






(d) All payments under this Charter shall be made to the account opened in the name of the  Owners as specified in Box 26 (Part I) or such other account opened in the name of the  Owners (the "Owners' Account") with such bank as the Owners may choose, the details  of which shall be notified by the Owners to the Charterers no later than five (5) Business  Days prior to the Delivery Date (or such other account as the Owners may notify the  Charterers in writing from time to time) for credit to the account of the Owners.  (e) Following delivery of the Vessel to, and acceptance by, the Charterers under this Charter,  the Charterers' obligation to pay Hire in accordance with this Clause 40 (Hire) shall be  absolute irrespective of any contingency whatsoever including but not limited to:  (i) any  set-off,  counterclaim, recoupment, defence or other right which the Charterers  may have against the Owners, the Finance Parties or any other third party (unless  otherwise agreed between the Owners and the Charterers);  (ii) any unavailability of the Vessel, for any reason, including but not limited to any action  or inaction by any sub-charterer, seaworthiness, condition, design, operation,  merchantability or fitness for use or purpose of the Vessel or any apparent or latent  defects in the Vessel or its machinery and equipment or the ineligibility of the Vessel  for any particular use or trade or for registration of documentation under the laws of  any relevant jurisdiction or lack of registration or the absence or withdrawal of any  consent required under the applicable law of any relevant jurisdiction for the  ownership, chartering, use or operation of the Vessel or any damage to the Vessel;  (iii) any lack or invalidity of title or any other defect in title;   (iv) any failure or delay on the part of either Party to this Charter, whether with or without  fault on its part, in performing or complying with any of the terms, conditions or other  provisions of this Charter;  (v) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt,  dissolution, administration, liquidation or similar proceedings by or against the  Owners, the Charterers or any Sub-Charterers, or any change in the constitution of  the Owners, the Charterers or any Sub-Charterers;  (vi) any invalidity or unenforceability or lack of due authorisation of or any defect in this  Charter or any Sub-charter (where applicable); or  (vii) any other cause which would but for this provision have the effect of terminating  or   in  any  way  affecting  the  obligations  of  the  Charterers hereunder,  it being the intention of the Parties that the provisions of this Clause 40 (Hire), and the  obligation of the Charterers to pay Hire and make any payments under this Charter, shall  survive any frustration and that, save as expressly provided in this Charter, no moneys paid  under this Charter by the Charterers to the Owners shall in any event or circumstance be  repayable to the Charterers).  (f) All payments of Hire and all other Unpaid Sums to the Owners pursuant to this Charter and  the other relevant Transaction Documents shall be made in immediately available funds in  USD, free and clear of, and without deduction for or on account of, any Taxes, unless the  Charterers are required by law or regulation to make any such payment of Hire subject to  such taxes.  (g) In the event that the Charterers are required by any law or regulation to make any deduction  or withholding on account of any taxes which arise as a consequence of any payment due  under this Charter (except income taxes or taxes on the overall profits of the Owners), then:  (i) the Charterers shall notify the Owners promptly after they become aware of such  requirement;  (ii) the Charterers shall remit the amount of such taxes to the appropriate taxation  authority within any applicable time limits and in any event prior to the date on which  penalties attach thereto; and  





 






(iii) such payment shall be increased by such amount as may be necessary to ensure  that the Owners receive a net amount which, after deducting or withholding such  taxes, is equal to the full amount which the Owners would have received had such  payment not been subject to such taxes.  (h) The Charterers shall forward to the Owners evidence satisfactory to the Owners that any  such taxes have been remitted to the appropriate taxation authority within thirty (30) days  of the expiry of any time limit within which such taxes must be so remitted or, if earlier, the  date on which such taxes are so remitted.  (i) If the Charterers fail to pay any amount payable by it under a Transaction Document on its  due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual  payment (both before and after judgment) at a rate which is two per cent (2%) per annum  higher than the rate which would have been payable if the Unpaid Sum had, during the  period of non-payment, constituted the Cost Balance in the currency of the Unpaid Sum for  successive Hire Periods. Any interest accruing under this paragraph (i) shall be immediately  payable by the Charterers on demand by the Owners. Default interest (if unpaid) arising on  an Unpaid Sum will be compounded with the Unpaid Sum at the end of each period selected  by the Owners but will remain immediately due and payable.  (j) In the event that this Charter is terminated for whatever reason, the Charterers' obligation  to pay Hire and such other Unpaid Sum which (in each case) has accrued due before such  termination, and which remains unpaid at the date of such termination, shall continue  notwithstanding such termination.  (k) In the event that it becomes unlawful or it is prohibited for either the Owners or the  Charterers to charter the Vessel pursuant to this Charter, then the Owners and Charterers  shall, if and to the extent that such new or changed law or regulation or such interpretation  or application permit, notify the other Party of the relevant event and negotiate in good faith  for a period of thirty (30) days from the date of the receipt of the relevant notice by the other  Party to agree an alternative. If such agreement is not reached within such thirty (30)-day  period, the Charterers agree that, in such circumstances, the Owners shall have the right  to terminate this Charter by delivering to the Charterers a Termination Notice, whereupon  the Charterers shall be obliged to pay to the Owners the Early Termination Amount on the  Termination Payment Date. The terms of Clause 52(c)-(f) shall then apply following the  payment of such Early Termination Amount.  (l) Subject to paragraph (n) below, the Charterers shall, within ten (10) Business Days of a  demand by the Owners, pay to the Owners the amount of any Increased Costs incurred  directly by the Owners as a result of (i) the introduction of or any change in (or in the  interpretation, administration or application of) any law or regulation or (ii) compliance with  any law or regulation made after the date of this Charter.  (i) "Increased Costs" means:  (A) a reduction in the rate of return from the Hire or on the Owners' overall capital;  (B) an additional or increased cost; or  (C) a reduction of any amount due and payable under any Transaction Document,  which is incurred or suffered by the Owners to the extent that it is attributable to the Owners  having entered into any Transaction Document or funding or performing its obligations  under any Transaction Document.  (m) The Owners shall notify the Charterers of any claim arising from paragraph (l) above (and  of the event giving rise to such claim). The Owners shall, as soon as practicable after having  made a demand in respect of such claim, provide a certificate confirming the amount of its  Increased Costs.  (n) Paragraph (l) above does not apply to the extent any Increased Costs is:  (i) compensated for by a payment made under paragraph (g)(iii) above; or   





 






(ii) attributable to the wilful breach by the Owners of any law or regulation.  (o) Any certificate or statement signed by an authorised signatory of the Owners purporting to  show the amount of the Debt (or any part of the Debt) or any other amount referred to in  any Transaction Document shall, save for manifest error or on any question of law, be  conclusive evidence as against the Charterers of that amount. The Owners shall, as soon  as practicable after receipt of a request of the Charterers, send to the Charterers such  details as may reasonably be required by the Charterers setting out the manner in which  any such amount has been calculated provided that any such amount, except in the case  of manifest error or on any question of law, shall be payable irrespective of whether the  Charterers are satisfied with the form or content of any such detail, document or calculation.  (p) If a change in any currency occurs, this Charter will, to the extent the Owners and the  Charterers agree to be necessary, be amended to comply with any generally accepted  conventions and market practice in the relevant market and otherwise to reflect the change  in currency.  (q)   (i) If no Screen Rate is available for LIBOR for that relevant period, the applicable  LIBOR shall be the Interpolated Screen Rate for a period equal in length to that  relevant period; and  (ii) If no Screen Rate is available for LIBOR for that relevant period and it is not possible  to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the  Reference Bank Rate as of 11:00a.m. London time for USD and for a period equal  in length to that relevant period.  (iii) In this Charter a Market Disruption Event shall occur if:  (A) at or about noon on the Quotation Day for a Hire Period, LIBOR is not available  and the Owners is unable to obtain quotes from leading banks in the London  interbank market enabling it to determine LIBOR for the relevant Hire Period;  or  (B) before  close  of  business  in  London  on  the  Applicable  Rate Determination  Date for a Hire Period, the Owners notify the Charterers that the cost to it of  funding the Cost Balance from whatever source it may reasonably select for  that Hire Period would be in excess of LIBOR.  (iv) If a Market Disruption Event has occurred in relation to that Hire Period, the   Applicable  Rate  shall  be  the  rate  which  expresses  as  a percentage rate per  annum the cost to the Owners of the Cost Balance from whatever source it may  reasonably select.  (v) If a Market Disruption Event occurs and the Owners and/or the Charterers so require,  the Owners and the Charterers shall enter into negotiations (for a period of not more  than 30 days) with a view to agreeing a substitute basis (replacing LIBOR) for  determining the Variable Hire. Any alternative basis so agreed shall, with the prior  consent of the Charterers and the Owners, be binding on all of the Parties. In the  absence of such agreement, the Variable Hire shall be determined in accordance  with Sub-clause(ii) above.  (r) Discontinuance of LIBOR  If LIBOR is discontinued, the Parties agree to substitute an alternative benchmark for  determining the Variable Hire based on the Secured Overnight Financing Rate (SOFR) or  other prevailing market practice specified by the Owners having regard to the legal and  regulatory requirements applicable to any of them. In the absence of any agreement after  sixty (60) days of discussion, the Charterers shall have the right to terminate this Charter  by delivering a Termination Notice to the Owners, whereupon the Charterers shall be  obliged to pay to the Owners the Early Termination Amount on the Termination Payment  





 






Date. The terms of Clause 52(c)-(f) shall then apply following the payment of such Early  Termination Amount.  41. Insurance  (a) During the Agreement Term, the Charterers shall at their expense keep the Vessel insured  against fire and usual marine risks (including hull and machinery and excess risks), oil  pollution liability risks, war and protection and indemnity risks (and any risks against which  it is compulsory to insure for the operation for the Vessel and such other risks of whatsoever  nature and however arising as reasonably required by the Owner, if such a cover is  available in the marine insurance market at a reasonable cost)1 in US Dollars with insurers  and/or underwriters having a rating of at or above A - by AM Best and/ or BBB+  by S&P or  any other international, reputable maritime insurance company acceptable to the Owners.  (b) Such insurances shall be arranged by the Charterers to protect the interests of the Owners,  the Charterers and (if any) the mortgagee of the Vessel or such other relevant Finance  Party, and the Charterers shall be at liberty to protect under such insurances the interests  of any Approved Manager.  (c) Insurance policies shall cover the Owners, the Charterers and (if any) the Finance Parties  according to their respective interests. Subject to the approval of the Owners (acting on the  instructions or with the approval of the Finance Parties (in each case if applicable)) and the  insurers, the Charterers shall effect all insured repairs and shall undertake settlement and  reimbursement from the insurers of all costs in connection with such repairs as well as  insured charges, expenses and liabilities to the extent of coverage under the insurances  herein provided for.  (d) The Charterers shall also remain responsible for and effect repairs and settlement of costs  and expenses incurred thereby in respect of all other repairs not covered by the insurances  and/or not exceeding any possible franchise(s) or deductibles provided for in the  insurances.  (e) The Charterers shall arrange that, at any time during the Agreement Term, the hull and  machinery and war risks insurance shall be in an amount which equals one hundred and  twenty per cent (120%) of the applicable Purchase Option Price at that time.  (f) The terms of the hull and machinery insurance and the identity of the insurers shall be  acceptable to the Owners and (if any) the Finance Parties. The Vessel shall be entered in  a P&I Club which is a member of the International Group of Protection and Indemnity  Association (or if the International Group of Protection and Indemnity Association ceases  to exist, such P&I Club as may be approved by the Owners and (if any) the Finance Parties)  on customary terms and shall be covered against liability for  pollution  claims  in  an  amount   not  less  than  US  Dollars  one  billion (US$1,000,000,000). The P&I cover shall be placed  with a P&I Club acceptable to the Owners and (if any) the Finance Parties. All insurances  shall include customary protection in favour of the Owners and (if any) the Finance Parties  as notice of cancellation and exclusion from liability for premiums or calls. The insurance  policies or cover notes for the hull and machinery insurance shall name the Owners as co-  assured, endorsing its rights and interests. The Owners shall be entered as a member for  the P&I cover and war risks insurance.  (g) The Charterers shall not alter the terms of any of the Insurances nor allow any person  (except  the  Approved  Manager)  to  be  co-assured  under  any  of  the Insurances without  the prior written consent of the Owners and, if applicable, the Finance Parties, and will  supply the Owners and, if applicable, the Finance Parties from time to time on request with  such information as the Owners and, if applicable, any Finance Party may in their discretion  require with regard to the Insurances and the brokers, underwriters or associations through  or with which the Insurances are placed.                                                            





 






(h) The Charterers undertake duly and punctually to pay all premiums, calls and contributions,  and all other sums at any time payable in connection with the Insurances, and, at their own  expense, to arrange and provide any guarantees from time to time required by any  protection and indemnity or war risks association. Upon request, the Charterers shall  provide the Owners and/or such Finance Party with (i) copies of all invoices issued by the  brokers, underwriters or associations in respect of such premiums calls, contributions and  other sums, and (ii) evidence satisfactory to the Owners and/or such Finance Party that  such premiums, calls, contributions and other sums have been duly and punctually paid;  that any such guarantees have been duly given; and that all declarations and notices  required by the terms of any of the Insurances to be made or given by or on behalf of the  Charterers to brokers, underwriters or associations have been duly and punctually made or  given.  (i) The Charterers will comply in all respects with all terms and conditions of the Insurances   and  will  make  all  such  declarations  to  brokers,  underwriters  and associations as may  be required to enable the Vessel to operate in accordance with the terms and conditions of  the Insurances. The Charterers will not do, nor permit to be done, any act, nor make, nor  permit to be made, any omission, as a result of which any of the Insurances may become  liable to be suspended, cancelled or avoided, or may become unenforceable, or as a result  of which any sums payable under or in connection with any of the Insurances may be  reduced or become liable to be repaid or rescinded in whole or in part. In particular, but  without limitation, the Charterers will not permit the Vessel to be employed other than in  conformity with the Insurances without first taking out additional insurance cover in respect  of that employment in all respects to the satisfaction of the Owners and, if applicable, the  Finance Parties, and the Charterers will promptly notify the Owners and, if applicable, the  Finance Parties of any new requirement imposed by any broker, underwriter or association  in relation to any of the Insurances.  (j) The Charterers shall:  (i) at least fourteen (14) days before the expiry of any Insurances notify the Owners  (copied to their financiers (if any)) of the brokers (or other insurers) and any  protection and indemnity or war risks association through or with whom the  Charterers propose to renew that Insurance and of the proposed terms of renewal  and obtain the Owners' approval to such matters;  (ii) at least seven (7) days before the expiry of any Insurance, procure that such  obligatory insurance is renewed or to be renewed on its expiry date in accordance  with the provisions of this Charter;  (iii) procure that the approved brokers and/or the war risks and protection and indemnity  associations with which such a renewal is effected shall promptly after the renewal  or the effective date of the new insurance and protection and indemnity cover notify  the Owners (copied to their financiers (if any)) in writing of the terms and conditions  of the renewal;  (iv) as soon as practicable after the expiry of any Insurances, deliver to the Owners a  letter of undertaking in respect of such Insurances for the Vessel as renewed  together with copies of the relevant policies or cover notes or entry certificates duly  endorsed with the interest of the Owners and/or their financiers (if any); and  (v) if the terms of any Insurances are to be renewed but with amendments in any material  respect, to provide the Owners with the proposed terms of renewal of such Obligatory  Insurances so that the Owners may submit the same to an insurance consultant for  review reasonably in advance and if required by the Owners, the Charterers shall  procure that the terms of all Obligatory Insurances shall be revised.  (k) The Charterers shall deliver to the Owners and, if applicable, the Finance Parties certified  copies (and, if required by the Owners and/or (if applicable) any Finance Parties,  the   originals)  of  all  policies,  certificates  of  entry  (endorsed  with  the appropriate loss  payable clauses as may be required by the Owners and the Finance Parties from time to  time) and other documents relating to the Insurances (including, without limitation, receipts  





 






for premiums, calls or contributions) and shall procure that letters of undertaking in such  form as the Owners and, if applicable, the Finance Parties may approve shall be issued to  the Owners and, if applicable, the Finance Parties by the brokers through which the  Insurances are placed (or, in the case of protection and indemnity or war risks associations,  by their managers). If the Vessel is at any time during the Agreement Term insured under  any form of fleet cover, the Charterers shall procure that those letters of undertaking contain  confirmation that the brokers, underwriters or association (as the case may be) will not set  off claims relating to the Vessel against premiums, calls or contributions in respect of any  other vessel or other insurance, and that the insurance cover of the Vessel will not be  cancelled by reason of non-payment of premiums, calls or contributions relating to any other  vessel or other insurance. Failing receipt of those confirmations, the Charterers will instruct  the brokers, underwriters or association concerned to issue a separate policy or certificate  for the Vessel in the sole name of the Charterers or of the Charterers' brokers as agents for  the Charterers.  (l) Upon the Owners' request, the Charterers shall provide the Owners and, if applicable, the  Finance Parties with full information available to the Charterers regarding any casualty or  other accident or damage to the Vessel, including, without limitation, any communication  with all parties involved in case of a claim under any of the Insurances.  (m) The Charterers agree that, at any time after the occurrence of a Termination Event which  is continuing, the Owners and, if applicable, the Finance Parties shall be entitled to collect,  sue for, recover and give a good discharge for all claims in respect of any of the Insurances;  to pay collecting brokers the customary commission on all sums collected in respect of  those claims; to compromise all such claims or refer them to arbitration or any other form  of judicial or non-judicial determination; and otherwise to deal with such claims in such  manner as the Owners and, if applicable, the Finance Parties shall in their discretion think  fit.   (n) Whether or not a Termination Event shall have occurred, the proceeds of any claim under  any of the Insurances in respect of a Total Loss shall be paid and applied in accordance  with Clause 54 (Total Loss).  (o) In the event of any claim in respect of any of the Insurances (other than in respect of a Total  Loss), if the Charterers shall fail to reach agreement with any of the brokers, underwriters  or associations for the immediate restoration of the Vessel, or for payment to third parties,  within such time as the Owners and, if applicable, the Finance Parties may stipulate, the  Owners and, if applicable, the Finance Parties shall be entitled to require payment to itself.  In the event of any dispute arising between the Charterers and any broker, underwriter or  association with respect to any obligation to make any payment to the Charterers or to the  Owners and/or (if applicable) the Finance Parties under or in connection with any of the  Insurances, or with respect to the amount of any such payment, the Owners and/or (if  applicable) the Finance Parties shall be entitled to settle that dispute directly with the broker,  underwriter or association concerned. Any such settlement shall be binding on the  Charterers.  (p)   (i) The Owners agree that any amounts which may become due under any protection  and indemnity entry or insurance shall be paid to the Charterers to reimburse the  Charterers for, and in discharge of, the loss, damage or expense in respect of which  they shall have become due, unless, at the time the amount in question becomes  due, a Termination Event shall have occurred and is continuing, in which event the  Owners shall be entitled to receive the amounts in question and to apply them either  in reduction of the Early Termination Amount owed by the Charterers pursuant to  paragraph (d) of Clause 49 (Termination Events) or, at the option of the Owners, to  the discharge of the liability in respect of which they were paid.  (ii) Without  prejudice  to  the  foregoing,  all  other  claims  in  relation  to  the Insurances  (other than in respect of a Total Loss), shall, unless and until the occurrence of a  Termination Event which is continuing, in which event all claims under the relevant  policy shall be payable directly to the Owners, be payable as follows:  





 






(A) a claim in respect of any one casualty where the aggregate claim against all  insurers does not exceed the Major Casualty Amount, prior to adjustment for  any franchise or deductible under the terms of the relevant policy, shall be paid  directly to the Charterers (as agent for the Owners) for the repair, salvage or  other charges involved or as a reimbursement if the Charterers fully repaired  the damage to the satisfaction of the Owners and paid all of the salvage or  other charges;  (B) a claim in respect of any one casualty where the aggregate claim against all  insurers exceeds the Major Casualty Amount prior to adjustment for any  franchise or deductible under the terms of the relevant policy shall be payable  directly to the Owners unless the Owners have, by prior written consent,  agreed for such claim to be paid to the Charterers as and when the Vessel is  restored to her former state and condition and the liability in respect of which  the insurance loss is payable is discharged, and provided that the insurers  may with such consent make payment on account of repairs in the course of  being effected.  (q) The Charterers shall not settle, compromise or abandon any claim under or in connection  with any of the Insurances (other than a claim of less than the Major Casualty Amount  arising other than from a Total Loss) without the prior written consent of the Owners and, if  applicable, the Finance Parties.  (r) If the Charterers fail to effect or keep in force the Insurances, the Owners may (but shall  not be obliged to) effect and/or keep in force such insurances on the Vessel (including,  without limitation, any freight, demurrage and defence cover) and such entries in protection  and indemnity or war risks associations as the Owners in their discretion consider desirable,  and the Owners may (but shall not be obliged to) pay any unpaid premiums, calls or  contributions. The Charterers will reimburse the Owners from time to time on demand for  all such premiums, calls or contributions paid by the Owners, together with interest  calculated in accordance with paragraph (r) of Clause 40 (Hire) from the date of payment  by the Owners until the date of reimbursement.  (s) The Charterers shall comply strictly with the requirements of any legislation relating to  pollution or protection of the environment which may from time to time be applicable to the  Vessel in any jurisdiction in which the Vessel shall trade and in particular the Charterers  shall comply strictly with the requirements of the United States Oil Pollution Act 1990 (the  "Act") if the Vessel is to trade in the United States of America and Exclusive Economic  Zone (as defined in the Act). Before any such trade is commenced and during the entire  period during which such trade is carried on, the Charterers shall:  (i) pay any additional premiums required to maintain protection and indemnity cover for  oil pollution up to the limit available to the Charterers for the Vessel in the market;  and  (ii) make all such quarterly or other voyage declarations as may from time to time be  required by the Vessel's protection and indemnity association in order to maintain  such cover, and promptly deliver to the Owners and, if applicable, the Finance Parties  copies of such declarations; and  (iii) submit the Vessel to such additional periodic, classification, structural or other   surveys  which  may  be  required  by  the  Vessel's  protection  and indemnity insurers  to maintain cover for such trade and promptly deliver to the Owners and, if applicable,  the Finance Parties copies of reports made in respect of such surveys; and  (iv) implement any recommendations contained in the reports issued following the  surveys referred to in sub-paragraph 42(s)(iii) above within the relevant time  limits,   and  provide  evidence  satisfactory  to  the  Owners  and,  if applicable, the Finance  Parties that the protection and indemnity insurers are satisfied that this has been  done; and   





 






(v) in addition to the foregoing (if such trade is in the United States of America and  Exclusive Economic Zone):  (A) obtain and retain a certificate of financial responsibility under the Act in form  and substance satisfactory to the United States Coast Guard and provide the  Owners with evidence of the same;  (B) procure that the protection and indemnity insurances do not contain a US  Trading Exclusion Clause or any other analogous provision and provide the  Owners with evidence that this is so; and  (C) comply strictly with any operational or structural regulations issued from time  to time by any relevant authorities under the Act so that at all times the Vessel  falls within the provisions which limit strict liability under the Act for oil pollution.  (t) The Owners shall be at liberty to, in relation to the Vessel, take out Lessor's or Innocent   Owners'  Interest  Insurance  and  Lessor's  Additional  Peril  (Pollution) insurance on such  terms and conditions as the Owners may from time to time decide. The Charterers shall  from time to time upon the Owners' demand reimburse the Owners for all costs, premiums  and expenses paid or incurred by the Owners in connection with such Lessor's or Innocent  Owners' Interest Insurance and Lessor's Additional Peril (Pollution) insurance, but only to  the extent corresponding to each of the Lessor's or Owners' Interest Insurance or Lessor's  Additional Peril (Pollution) insurance for an amount not exceeding one hundred and twenty  per cent (120%) of the then current Cost Balance.  (u) Any Finance Party shall be at liberty to take out a Mortgagees' Interest Insurance in relation  to the Vessel on such terms and conditions as that Finance Party may from time to time  decide.. The Charterers shall from time to time upon the Owners' demand reimburse the  Owners for all costs, premiums and expenses paid or incurred by the Owners  or  that   Finance  Party  in  connection  with  such  Mortgagees'  Interest Insurance, but only to the  extent  corresponding to a Mortgagee's Interest Insurance for an amount not exceeding one  hundred and twenty per cent. (120%) of the amount then outstanding under any loan made  available by the Finance Parties pursuant to any Finance Documents.  (v) If any of the Insurances form part of any fleet cover, the Charterers shall procure that the  insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and  their financiers (if any) that such insurance broker or insurer will not set off against any sum  recoverable in respect of a claim relating to the Vessel under such Insurances any  premiums due in respect of any other vessel under any fleet cover of which the Vessel  forms a part or any premium due for other Insurances, they waive any lien on the policies,  or any sums received under them, which they might have in respect of such premiums, and  they will not cancel such Insurances by reason of non-payment of such premiums or other  amounts, and will arrange for a separate policy to be issued in respect of the Vessel  forthwith upon being so requested by the Owners and/or their financiers (if any) and where  practicable.  42. Redelivery  Upon the occurrence of any Termination Event which is continuing, if the Owners decide to retake  possession of the Vessel pursuant to paragraph (g) of Clause 49 (Termination Events), then the Charterers  shall, at their own cost and expense, redeliver or cause to be redelivered the Vessel to the Owners at a  safe, ice free port reasonably nominated solely by the Owners where the Vessel would be afloat at all times  in a ready safe berth or anchorage, in accordance  with  Clauses  42  (Redelivery),  43  (Redelivery   conditions)  and  44  (Diver's inspection at redelivery).   43. Redelivery conditions  (a) In addition to what has been agreed in Clauses 42 (Redelivery) (Part II) and 42 (Redelivery),  the condition of the Vessel shall at redelivery be as follows:  (i) the Vessel shall be free of any class and statutory recommendations affecting its  trading certificates;  





 






(ii) the Vessel must be redelivered with all equipment and spares or replacement items  listed in the delivery inventory carried out pursuant to Clause 9 (Inventories, Oil and  Stores) (Part II) and any spare parts on board or on order for any equipment installed  on the Vessel following delivery (provided that, any such items which are on lease or  hire purchase and which are necessary to stay on board the Vessel in order that the  Vessel may comply with the requisite requirements of the Classification Society and  other applicable requirements for national and/or international trading requirements  shall be replaced with items of an equivalent standard and condition fair wear and   tear  excepted));  all  records,  logs,  plans,  operating  manuals  and drawings, spare  parts onboard shall be included at the time of redelivery in connection with a transfer  of the Vessel or such other items as are then in the possession of the Charterers  shall be delivered to the Owners;  (iii) the Vessel must be redelivered with all national and international trading certificates  and hull/machinery survey positions for both class and statutory surveys free of any  overdue recommendation and qualifications valid and un- extended for a period of at  least six (6) months beyond the redelivery date;  (iv) all of the Vessel's ballast tank coatings to be maintained in "Fair" (as such term (or  its equivalent) may be defined and/or interpreted in the relevant survey report)  condition as appropriate for the Vessel's age at the time of redelivery, fair wear and  tear excepted;  (v) the Vessel shall have not have any outstanding flag or class surveys or inspections  due within six (6) months after the date of redelivery and have its continuous survey  system up to date;  (vi) the Vessel must be re-delivered with accommodation and common spaces for crew  and officers substantially in the same condition as at the Delivery Date, free of  damage over and above fair wear and tear, clean and free of infestation and odours;  with cargo spaces generally fit to carry the cargoes originally  designed  and  intended   for  the  Vessel;  with  main  propulsion equipment,  auxiliary equipment,  cargo   handling  equipment,  navigational equipment, etc., in such operating condition as  provided for in this Charter fair wear and tear excepted;  (vii) the condition of the cargo holds to be in accordance with the maintenance regime  undertaken by the Charterers during the Charter Period since delivery with   allowance  for  legitimate  cargoes  carried  since  the  last  major maintenance  programme;   (viii) at the costs and expenses of the Charterers, a final joint report from the surveyors  appointed by the Owners and the Charterers respectively shall be carried out as to  the condition of the Vessel and a list of agreed deficiencies if any shall be drawn up;  (ix) the anti-fouling coating system applied at the last scheduled dry-docking shall be in  accordance with prevailing regulations at the time of application;  (x) the funnel markings and name (unless being maintained by the Owners following  redelivery) shall be painted out by the Charterers; and  (xi) recently taken lube oil samples for all major machinery shall be made available within  one (1) week of redelivery and results forwarded to Owners' technical management  for review.  (b) At redelivery, the Charterers shall ensure that the Vessel shall meet the following  performance levels (which where relevant shall be determined by reference to the Vessel's  log books):  (i) all equipment controlling the habitability of the accommodation and service areas to  be in proper working order, fair wear and tear excepted; and  (ii) available deadweight to be within one per cent (1%) of that achieved at delivery (as  the same may be adjusted as a result of any upgrading, modifications, alterations or  





 






repairs of the Vessel carried out in accordance with this Charter (such adjustment to  be agreed between the Owners and Charterers at the time such work is to be  undertaken).  (c) The Owners and Charterers shall each appoint (at the Charterers' cost and expense)  surveyors for the purpose of determining and agreeing in writing the condition of the Vessel  at redelivery.  (d) If the Vessel is not in the condition or does not meet the performance criteria required by  this Clause 43, a list of deficiencies together with the costs of repairing/remedying such  deficiencies shall be agreed by the respective surveyors.  (e) The Charterers shall be obliged to repair any class items restricting the operation or trading  of the Vessel prior to redelivery.  (f) The Charterers shall be obliged to repair/remedy all such other deficiencies as are  necessary to put the Vessel into the return condition required by this Clause 43.  (g) Until such time as any compensatory amount in respect of any repairs/remedial work  outstanding as at redelivery has been paid in accordance with the terms of this Charter and  the Vessel has been redelivered, the Charterers shall continue to pay the Hire in  accordance with the terms of this Charter.  44. Diver's inspection at redelivery  (a) Unless the Vessel is returned in dry-dock, a diver's inspection is required to be performed  at the time of redelivery.   (b) The Charterers shall, at the written request of the Owners, arrange at the Charterers' time   and  expense  for  an  underwater  inspection  by a  diver  approved  by the Classification  Society immediately prior to the redelivery.  (c) A video film of the inspection shall be made. The extent of the inspection and the conditions  under which it is performed shall be to the satisfaction of the Classification Society.  (d) (If damage to the underwater  parts  is found  affecting  the  Vessel's class, the Charterers  shall arrange, at their time and costs, for the Vessel to be dry-docked and repairs carried  out to the satisfaction of the Classification Society and if damage to the underwater parts is  found but such damage does not affect the Vessel's class and the Classification Society  approves the postponement of repair of such damage until the next regular dry-docking of  the Vessel, the Owners may (acting reasonably) agree that such repairs to be done after  redelivery without immediate dry-docking provided that (i) the Charterer undertakes to  indemnify the Owners any costs and expenses that the Owners may incur in repairing the  damage to the satisfaction of the Classification Society and (ii) a deposit sufficient to cover  the estimated repair cost has been paid to the Owners.  (e) If the conditions at the port of redelivery are unsuitable for such diver's inspection, the  Charterers shall take the Vessel (in Owners' time but at Charterers' expense) to a suitable  alternative place nearest to the redelivery port unless an alternative solution is agreed.  All costs relating to any diver's inspection shall be borne by the Charterers.  45. Owners' mortgage  (a) The Charterers:  (i) acknowledge that the Owners, on the basis that the Owners comply with  paragraph(b)(i) below, are entitled and do intend to enter or have entered into certain  funding arrangements with the Finance Parties in order to finance part of the Actual  Owners' Cost, which funding arrangements may be secured, inter alia, by ship  mortgage(s) over the Vessel and (along with other related matters) the relevant  Finance Documents. Such mortgage shall be limited to the amount corresponding to  120% of the Purchase Price.;  





 






(ii) consent to any assignment of the Owners' rights, title and interest in and to this  Charter, the  Insurances,  Sub-Charterers'  Insurances,  Earnings,  Sub-Charterers'  Earnings, Requisition Compensation and Sub-Charterers' Requisition Compensation  (including the Owners' rights, title and interest in and to such property as assigned  by the Charterers and/or the Sub-Charterers (as applicable) in favour of the Owners  pursuant to the Charterers' Assignment and/or the Sub-Charterers' Assignment) and  any Transaction Document to which it is a party in favour of the Finance Parties  pursuant to the relevant Finance Documents subject to the Financing Party entering  into a Quiet Enjoyment Letter pursuant to paragraph (b)(i) below; and  (iii) without limiting the generality of paragraph (n) of Clause 48 (Charterers'  undertakings), undertake to execute, provide or procure the execution or provision  (as the case may be) of such further reasonably information or document as are  necessary to effect the assignment referred to in paragraph (ii) above.  (b) The Owners undertake that:  (i) in the absence of any Termination Event which is continuing, the Owners shall  procure that the Finance Party which will be a mortgagee of the Vessel shall execute  in favour of the Charterers and the Charter Guarantor a Quiet Enjoyment Letter;  (ii) if any Sub-Charterers who are chartering the Vessel on a bareboat basis or on a time  charter fixed for a period exceeding twenty-four (24) months from the Charterers as  disponent owner so requests, and provided that:  (A) the Charterers have executed an assignment (in form and substance  acceptable to the Owners) by way of security of the Charterers' rights, title and  interests in and to the relevant Sub-Charter;  (B) if applicable, the Sub-Charterers have executed a Sub-Charterers'  Assignment;  (C) to the extent that any prior written consent from such Sub-Charterers is  required before the Charterers may assign by way of security referred to in  sub-paragraph (b)(ii)(A) above, the Charterers have procured to be delivered  to the Owners evidence that such Sub- Charterers have granted such prior  written consent;  (D) the Charterers have delivered to the Owners all documents required by such  assignment referred to in this Clause 45(b)(ii) including, without  limitation,  all   other  notices  of  assignment  and  used reasonable endeavours to procure  delivery of any other acknowledgements thereof (each in form and substance  acceptable to the Owners (acting reasonably), including cure rights in favour  of the Owners; and  (E) the Charterers have procured to be delivered to the Owners any relevant legal  opinions (in form and substance acceptable to the Owners) reasonably  required by the Owners in relation to such assignment and its execution,  the Owners shall use reasonable endeavours to ensure that  the Finance Party which  will be a mortgagee of the Vessel shall execute in favour of the Sub-Charterers a  Sub-Charter Quiet Enjoyment Letter.  All costs properly incurred by the Owners in respect of any action taken by the Owners  under sub-paragraph (ii) above will be borne by the Charterers.   (c) No Finance Party may create security over the Vessel other than for the purpose of securing  the Finance Documents.  





 






46. Transport documents  The Charterers shall use their standard documents, waybills and conditions of carriage in the  carriage of goods. Such documents, waybills and standard conditions shall comply with  compulsory applicable legislation.  47. Charterers' representations and warranties  (a) The Charterers represent and warrant to the Owners on the date of this Charter and (by  reference to the facts and circumstances then pertaining) on the Delivery Date and each  Hire Payment Date as follows (except that (1) the representation and warranty contained in  paragraph (vii) and (xxiv) below shall only be made on the date of this Charter and on the  Delivery Date, and (2) the representations and warranties in paragraph (ii) below shall only  be made on the date of this Charter):  (i) Status  and  due  authorisation:  each Obligor  is a corporation, limited partnership  or limited liability company duly incorporated or formed under the laws of its  jurisdiction of incorporation or formation (as the case may be) with power to enter  into the Transaction Documents and the Project Documents (to which it is a party)  and to exercise its rights and perform its obligations under the Transaction  Documents and the Project Documents (to which it is a party) and all corporate and  other action required to authorise its execution of the Transaction Documents and  the Project documents (to which it is a party) and its performance of its obligations  thereunder has been duly taken;  (ii) No deductions or withholding: under the laws of the Obligors' respective  jurisdictions of incorporation or formation in force at the date hereof, none of the  Obligors will be required to make any deduction or withholding from any payment it  may make under any of the Transaction Documents;  (iii) Claims pari passu: under the laws of the Obligors' respective jurisdictions of  incorporation or formation in force at the date hereof, the payment obligations of each  Obligor under each Transaction Document to which it is a party, rank at least pari  passu with the claims of all other unsecured and unsubordinated creditors of such  Obligor save for any obligations which are preferred solely by any bankruptcy,  insolvency or other similar laws of general application;  (iv) No Immunity: in any proceedings taken in any of the Obligors' respective  jurisdictions of incorporation or formation in relation to any of the Transaction  Documents, none of the Obligors will be entitled to claim for itself or any of its assets  immunity from suit, execution, attachment or other legal process;  (v) Governing law and judgments: in any proceedings taken in any of the Obligors'  jurisdiction of incorporation or formation in relation to any of the Transaction  Documents in which there is an express choice of the law of a particular country as  the governing law thereof, that choice of law and any judgment or (if applicable)  arbitral award obtained in that country will be recognised and enforced;   (vi) Validity and admissibility in evidence: as at the date hereof, all acts, conditions  and things required to be done, fulfilled and performed in order (A) to enable each of  the Obligors lawfully to enter into, exercise its rights under and perform and comply  with the obligations expressed to be assumed by it in the Transaction Documents  and the Project Documents to which it is a party, (B) to ensure that the obligations  expressed to be assumed by each of the Obligors in the Transaction Documents and  the Project Documents are legal, valid and binding, and (C) to make the Transaction  Documents and the Project Documents to which it is a party admissible in evidence  in the jurisdictions of incorporation or formation of each of the Obligors, have been  done, fulfilled and performed;  (vii) No filing or stamp taxes: under the laws of the Obligors' respective jurisdictions of  incorporation or formation in force at the date hereof, it is not necessary that any of  the Transaction Documents to which it is a party be filed, recorded or enrolled with  any court or other authority in its jurisdiction of incorporation  or  formation  (other   





 






than  the  Registrar  of  Companies  for England and Wales or the relevant maritime  registry, to the extent applicable) or that any stamp, registration or similar tax be paid  on or in relation to any of the Transaction Document;  (viii) Binding obligations:  the obligations expressed to be assumed by each of the  Obligors in the Transaction Documents and the Project Documents to which it is a  party are legal and valid obligations, binding on each of them in accordance with the  terms of such Transaction Documents and the Project Documents and no limit on  any of their powers will be exceeded as a result of the borrowings, granting of security  or giving of guarantees contemplated by such Transaction Documents and the  Project Documents or the performance by any of them of any of their obligations  thereunder;  (ix) No misleading information: to the best of its knowledge, any factual information  provided by any Obligor to the Owners in connection with the Transaction Documents  was true and accurate in all material respects as at the date it was provided and is  not misleading in any material respect;  (x) No winding-up: none of the Obligors has taken any corporate, limited liability  company or limited partnership action nor have any other steps been taken or legal  proceedings been started or (to the best of the Charterers' knowledge and belief)  threatened against any Obligor for its winding-up, dissolution, administration or  reorganisation or for the appointment of a receiver, administrator, administrative  receiver, trustee or similar officer of it or of any or all of its assets or revenues which  might have a Material Adverse Effect;  (xi) Solvency:  (A) None of the Obligors is unable, or admits or has admitted its inability, to pay  its debts or has suspended making payments in respect of any of its debts;  (B) None of the Obligors by reason of actual or anticipated financial difficulties,  has commenced, or intends to commence, negotiations with one or more of  its creditors with a view to rescheduling any of its indebtedness.  (C) The value of the assets of each Obligor is not less than the liabilities of such  Obligor (as the case may be) (taking into account contingent and prospective  liabilities).  (D) No moratorium has been, declared in respect of any indebtedness of any  Obligor;  (xii) No material defaults:  (A) Without prejudice to paragraph (B) below, none of the Obligors are in breach  of or in default under any agreement to which it is a party or which is binding  on it or any of its assets to an extent or in a manner which might have a  Material Adverse Effect.  (B) No Potential Termination Event or Termination Event is continuing or might  reasonably be expected to result from each Obligor's entry into and  performance of each Transaction Document to which such Obligor is a party;  (xiii) No material proceedings:  no material action or administrative proceeding of or  before any court, arbitral body or agency which is not covered by adequate insurance  or which might have a Material Adverse Effect has been started;  (xiv) Accounts: all financial statements relating to the Charterers and/or the Charter  Guarantor required to be delivered under paragraph (a) of Clause 48 (Charterers'  undertakings), were each prepared in accordance with GAAP, (in conjunction with  the notes thereto) fairly represent the financial condition of the Charterers and/or the  Charter Guarantor at the date as of which they were prepared and the results of their  operations during the financial period then ended;  





 






(xv) No obligation to create Security Interest: the execution of the Transaction  Documents by the Obligors and their exercise of their rights and performance of their  obligations thereunder will not result in the existence of nor oblige any Obligor to  create any Security Interest over all or any of their present or future revenues or  assets, other than pursuant to the Security Documents to which they are a party;  (xvi) No breach: the execution of the Transaction Documents and the Project Documents  by each of the Obligors and their exercise of their rights and performance of their  obligations under any of the Transaction Documents and the Project Documents to  which they are a party do not constitute and will not result in any breach of any  agreement or treaty to which any of them is a party;  (xvii) Security: each of the Obligors is the legal and beneficial owner of all assets and  other property which it purports to charge, mortgage, pledge, assign or otherwise  secure pursuant to each Security Document and those Security Documents to which  it is a party create and give rise to valid and effective security having the ranking  expressed in those Security Documents;  (xviii) Necessary authorisations: the Necessary Authorisations required by each Obligor  are in full force and effect, and each Obligor is in compliance with the material  provisions of each such Necessary Authorisation relating to it and, to the best of its  knowledge, none of the Necessary Authorisations relating to it are the subject of any  pending or threatened proceedings or revocation;  (xix) No money laundering  etc: the performance of the obligations of the Obligors under  the Transaction Documents and the Project Documents, will be for the account of  members of the respective Obligor(s) and will not involve any breach by any of them  of any law or regulatory measure relating to "money laundering" as defined in Article  1 of the Directive (2005/EC/60) of the European Parliament and of the Council of the  European Communities;  (xx) Disclosure of material facts: the Charterers are not aware of any material facts or  circumstances which have not been disclosed to the Owners and which might, if  disclosed, have reasonably been expected to materially adversely affect the decision  of a person considering whether or not to enter into the Transaction Documents;  (xxi) Environmental laws:  (A) The Charterers are in compliance with paragraph (h) of Clause 48 (Charterers'  undertakings) and (to the best of its knowledge and belief) no circumstances  have occurred which would prevent such compliance in a manner or to an  extent which has or is reasonably likely to have a Material Adverse Effect. No  Environmental Claim has been commenced or (to the best of the Charterers'  knowledge and belief) is threatened against the Charterers where that claim  has or is reasonably likely, if determined against the Charterers, to have a  Material Adverse Effect;  (xxii) Taxation  (A) No Obligor is materially overdue in the filing of any Tax returns and no Obligor  overdue in the payment of any amount in respect of Tax of US Dollars One  Million (US$1,000,000) (or its equivalent in any other currency) or more, save  in the case of Taxes which are being contested in good faith.  (B) As far as the Charterers are aware, each of the Obligors is resident for Tax  purposes only in the jurisdiction of its incorporation;  (xxiii) No Restricted Party: no Obligor is a Restricted Party nor has any Obligor, or to the  best of their knowledge any of their respective directors, officers or employees or any  person acting on their behalf, received notice or are aware of any claim, action, suit,  proceeding or investigation against any of them with respect to Sanctions by a  Sanctions Authority;  





 






(xxiv) No Material Adverse Effect:  no event or circumstance has occurred which has a  Material Adverse Effect;   (xxv) Building Contract: no party is in a material default under the Building Contract; and  (xxvi) Status  of  Project  Documents:  the  copies  of  the  Project  Documents delivered   to  the  Owners  are  true  and  complete  copies.  The  Project Documents constitute  legal, valid, binding and enforceable obligations of the parties to them in accordance  with their respective terms. No amendments or additions to the Project Documents  have been agreed nor has any party to any Project Document waived any of its  respective rights under that Project Document (except as those notified to the  Owners in writing and, if consent of the Owners are required pursuant to this Charter,  as consented to by the Owners).  (b) The representation and warranties of the Charterers in this Clause 47 are subject to:   (i) the principle that equitable remedies are remedies which may be granted or refused  at the discretion of the court;  (ii) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation,  reorganisation, court schemes, moratoria, administration and other laws generally  affecting or limiting the rights of creditors;  (iii) the time barring of claims under any applicable limitation acts;  (iv) the possibility that a court may strike out provisions for a contract as being invalid for  reasons of oppression, undue influence or similar; and  (v) any other reservations or qualifications of law expressed in any legal opinions  obtained by the Owners in connection with the Transaction Documents.  48. Charterers' undertakings  The undertaking and covenants in this Clause 48 remain in force for the duration of the Agreement  Term.  (a) Financial statements:  the Charterers shall and shall procure that the Charter Guarantor  supply to the Owners as soon as the same become available, but in any event within:  (i) six calendar months after the end of each of its financial years, its audited  consolidated financial statements for that financial year; and  (ii) four calendar months after the end of each of each half-year, the unaudited  consolidated financial statements for that period;  (b) Requirements  as  to  financial  statements:  each  set  of  financial  statements delivered  to the Owners under paragraph (a) of Clause 48 above in relation to the Charterers and  Charter Guarantor (each a "Notifying Party") shall be prepared in accordance with GAAP.   (c) Information: the Charterers shall immediately inform the Owners of the occurrence of a  Termination Event and additionally the Charterers shall supply to the Owners:  (i) promptly upon becoming aware of them, details of any material litigation, arbitration  or administrative proceedings which are current, threatened or pending against the  Charterers or the Charter Guarantor, and which, if adversely determined, are  reasonably likely to have a Material Adverse Effect; and  (ii) promptly, such further information regarding the financial condition, business and  operations of the Charterers and the Charter Guarantor as the Owners may  reasonably request, and which can be delivered without breach of any confidentiality  undertakings or any applicable law or rules of a securities/regulatory exchange.  (d) Maintenance of legal validity: the Charterers shall comply with the terms of and do all that  is necessary to maintain in full force and effect all Necessary Authorisations required  in  or   





 






by the  laws  and  regulations  of  its  jurisdiction  of  formation  or incorporation and all other  applicable jurisdictions, to enable it lawfully to enter into and perform its obligations under  the Transaction Documents and to ensure the legality,  validity,  enforceability  or   admissibility  in  evidence  of  the  Transaction Documents in its jurisdiction of incorporation  or formation and all other applicable jurisdictions.  (e) Notification of Potential Termination Event: the Charterers shall promptly, upon  becoming aware of the same, inform the Owners in writing of the occurrence of any  Termination Event (and the steps, if any, being taken to remedy this) and, upon receipt of  a written request to that effect from the Owners, specify the steps, if any, being taken to  remedy it.  (f) Claims pari passu: the Charterers shall ensure that at all times the claims of the Owners  against it under the Transaction Documents rank at least pari passu with the claims of all  its other unsecured and unsubordinated creditors save those whose claims are preferred  by any bankruptcy, insolvency, liquidation, winding-up or other similar laws of general  application.  (g) Necessary  Authorisations:  without  prejudice  to  any specific  provision  of  the  Transaction Documents relating to a Necessary Authorisation, the Charterers shall (i)  obtain, comply with and do all that is necessary to maintain in full force and effect all  Necessary Authorisations if a failure to do the same may cause a Material Adverse Effect;  and (ii) promptly upon request, supply certified copies to the Owners of all Necessary  Authorisations.  (h) Compliance with applicable laws: the Charterers shall comply with all applicable laws,  including Environmental Laws, to which it may be subject (except as regards Restricted  Parties to which paragraph (i) below applies, and anti-corruption and anti- bribery laws to  which paragraph (j) below applies) if a failure to do the same may have a Material Adverse  Effect.  (i) No dealings with Restricted Parties: the Charterers shall not utilise or employ the Vessel  or use, lend, make payments of, contribute or otherwise make available, all or any part  of   the  proceeds  of  any  transaction(s)  contemplated  by  the  Transaction Documents to  fund any trade, business or other activities:  (i) for the benefit of any Restricted Party; and  (ii) in a manner that would result in any Obligor or the Owners or any Finance Party (if  applicable) being in breach of any Sanctions or become a Restricted Party provided  however that without prejudice to the Charterers obligation to comply with Sanctions  during the Charter Period, where ongoing compliance with such Sanctions would be  unduly onerous or wholly impractical for the Charterers or the Charter Guarantor and  following a discussion period of at least sixty (60) days between the Owners and the  Charterers, the Charterers shall be entitled to terminate this Charter by delivering a  Termination Notice to the Owners, whereupon the Charterers shall be obliged to pay  to the Owners the Early Termination Amount on the Termination Payment Date. The  terms of Clause 52(c)-(f) shall then apply following the payment of such Early  Termination Amount.  (j) Anti-corruption and anti-bribery laws: the Charterers shall conduct its business in  compliance with applicable anti-corruption and anti-bribery laws.  (k) Environmental compliance: the Charterers shall: (i) comply with any Environmental Law;  (i) obtain, maintain and ensure compliance with all requisite Environmental Approvals;  and  (ii)  implement procedures to monitor compliance with and to prevent liability under any  Environmental Law, where failure to do so has or is reasonably likely to have a  Material Adverse Effect.  





 






(l) Environmental Claims: the Charterers shall, promptly upon becoming aware of the same,  inform the Owners in writing of:  (i) any Environmental Claim against the Charterers which is current or pending; and  (ii) any facts or circumstances which are reasonably likely to result in any Environmental  Claim being commenced or threatened against the Charterers,  where the claim, if determined against the Charterers, has or is reasonably likely to have a  Material Adverse Effect or be for an amount in excess of US$3,000,000.  (m) Taxation  (i) The Charterers shall pay and discharge any Tax imposed upon it or its assets within  the time period allowed without incurring penalties unless and only to the extent that:  (A) such payment is being contested in good faith; or  (B) such payment can be lawfully withheld.  (n) Further assurance: the Charterers shall, at their own expense, promptly take all such  action as the Owners may reasonably require for the purpose of perfecting or protecting  any of the Owners' rights with respect to the security created or evidenced (or intended to  be created or evidenced) by the Security Documents.  (o) Other information: the Charterers will promptly supply to the Owners such financial  information the Owners may from time to time reasonably require in connection with the  Charterers.  (p) Merger and demerger: the Charterers shall not enter into any amalgamation, merger,  demerger or corporate restructuring without the prior written consent of the Owners (such  consent not to be unreasonably withheld or delayed).  (q) Financial indebtedness:  (i) The Charterers may from time to time receive loans and make payment of principal  and to pay interests on such loans  to the Shareholder, pursuant to the terms and  conditions of the Intra- group Loan Agreement, provided that:  (A) no Termination Event has occurred and is continuing at that time or will occur  from the making of such loan;  (B) the indebtedness obligations owed or to be owed under the Intra- group Loan  Agreement shall, pursuant to separate undertaking(s) or deed(s) (in such form  and content acceptable to the Owners (acting reasonably)) between the  Charterers, the Shareholder and Owners, rank behind and be fully  subordinated to any obligations under the Transaction Documents  and  any   of the  Charterers' or the Shareholder's rights and claims under such loans are  fully subordinated and are assigned to the Owners.   (ii) Except as provided in Clause 48(q)(i), the Charterers shall not, without the prior  written consent of the Owners:  (A) incur  any  loans,  guarantees  or  any  other  form  of  Financial Indebtedness    nor  incur  any obligations as lessee under leases; or  (B) make any loans or advances to, or investments in, any person.  (r) Transfer of assets: the Charterers shall not, sell or transfer any of its material assets other  than:  (i) on arm's length terms to third parties where the net proceeds of sale are used as a  prepayment hereunder; or  





 






(ii) on arm's length terms to its Affiliates, which are and remain members of the Charter  Group.  (s) Change of business: the Charterers shall not, without the prior written consent of the  Owners, make any substantial change to the general nature of their shipping business from  that carried on at the date of this Charter.  (t) "Know your customer" checks: if:  (i) the introduction of or any change in (or in the interpretation, administration or  application of) any law or regulation made after the date of this Charter;  (ii) any change in the status of the Charterers and/or the Charter Guarantor after the  date of this Charter; or  (iii) a proposed assignment or transfer by Owners of any of its rights and obligations  under this Charter, obliges the Owners to comply with "know your customer" or  similar identification procedures in circumstances where the necessary information  is not already available to it, the Charterers shall promptly upon the request of the  Owners supply, or procure the supply of, such documentation and other evidence as  is reasonably requested by the Owners in order for the Owners to carry out and be  satisfied it has complied with all necessary "know your customer" or other similar  checks under all applicable laws and  regulations  pursuant  to  the  transactions   contemplated  in  the  Transaction Documents.  (u) Management of the Vessel: the Charterers shall ensure that:   (i) the Vessel is at all times technically managed by an Approved Manager and  commercially managed by an Approved Manager or the Charterers;  (ii) the Approved Managers will provide a written confirmation confirming that, among  other things, following the occurrence of Termination Event which is continuing, all  claims of the Approved Managers against the Charterers shall be subordinated to  the claims of the Owners or the Finance Parties (if applicable) under the Transaction  Documents.  (v) Classification: the Charterers shall ensure that the Vessel maintains the highest  classification required for the purpose of the relevant trade of the Vessel which shall be with  the Vessel's Classification Society, in each case, free from any overdue recommendations  and adverse notations affecting that the Vessel's class.  (w) Certificate of financial responsibility: the Charterers shall, if required, obtain and  maintain a certificate of financial responsibility in relation to the Vessel which is to call at  the United States of America.  (x) Registration: the Charterers shall not change or permit a change to the flag of the Vessel  during the duration of this Charter other than to a Pre-Approved Flag and with the prior  written consent of the Owners (not to be unreasonably withheld).  Any change to the flag of  the Vessel shall be at the cost of the Charterers (which shall include any costs of the  Finance Parties (if applicable).  (y) ISM, ISPS and Maritime Labour Convention Compliance: the Charterers shall ensure  that each ISM Company and ISPS Company complies in all material respects with the ISM  Code and the ISPS Code, respectively, or any replacements thereof and in particular  (without prejudice to the generality of the foregoing) shall ensure that such company holds  (i) a valid and current Document of Compliance issued pursuant to the ISM Code, (ii) a valid  and current SMC issued in respect of the Vessel pursuant to the ISM Code, and (iii) an  ISSC in respect of the Vessel, and the Charterers shall promptly, upon request, supply the  Owners with copies of the same. The Charterers shall at all time comply with the Maritime  Labour Convention.  (z) Chartering: the Charterers shall not, during the duration of this Charter, without the prior  written consent of the Owners, (i) take any vessel on charter or other contract of  





 






employment (or agree to do so) or (ii) bareboat charter the Vessel without the Owners’ prior  written consent (unless to another member of the Group) and always provided any bareboat  charterer (including any in the Group) has assigned its interest in the insurances of the  Vessel to the Owners in a form acceptable to the Owners.  (aa) Change of control: the Charterers shall ensure that during the Charter Period, without the  prior written consent of the Owners, no Change of Control shall occur.  (bb) Inspection of Vessel and inspection reports: in the absence of a Termination Event,  subject to there being no undue interference with the operation of the Vessel:  (i) the Owners may at the Charterers' cost arrange for persons appointed by the Owners  to board the Vessel once in each calendar year during the Charter Period to inspect  the Vessel's state and condition, and the Charterers will provide commercially  reasonable assistance to facilitate such inspection; and  (ii) the Charterers shall, within five (5) Business Days' of the Owners' written demand,  reimburse the Owners for all documented costs, fees and expenses reasonably  incurred by the Owners in connection with the Owners' procuring or arranging the  procurement of the relevant inspection report as to the condition of the Vessel,  provided always however that if a Termination Event has occurred and is continuing,  the Owners may at any time and at the Charterers' cost conduct such inspection and  the Charterers shall be deemed to have granted such permission and shall provide  such necessary assistance to the Owners in respect of such inspection.  (cc) Transactions with Affiliates: the Charterers shall procure that all transactions conducted  or to be conducted between them and any of the Obligors or any of that Obligor's Affiliates  will be on an arm's length commercial basis.  (dd) No Security Interest: The Charterers will not create or permit to subsist any Security  Interest or any other third party rights over any of their present and future rights and interest  in or towards the Vessel, except for any:  (i) Permitted Security Interest; or  (ii) Security Interest created (A) in favour of the Owners or the Finance Parties, (B)  otherwise with the prior written consent of the Owners (such consent not to be  unreasonably withheld or delayed), or (C) as otherwise permitted under the  Transaction Documents.  (ee) Project Documents  (i) The Charterers shall:  (A) without affecting its obligations under the applicable provisions of the  Transaction Documents, perform and observe its obligations under the Project  Documents and use its best endeavours to procure that each of the other  parties to the Project Documents performs and observes its obligations under  them; and  (B) obtain and maintain in force, and promptly furnish certified copies to the  Owners of, all licences, authorisations, approvals and consents, and do all  other acts and things, which may from time to time be necessary or desirable  for the continued due performance of its obligations  under  the  Transaction   Documents  and  the  Project Documents or which may be required for the  validity, enforceability or admissibility in evidence of the Transaction  Documents and the Project Documents.  (ff) Dividends: The Charterers shall not and shall procure the Charter Guarantor shall not  make or pay any dividend or other distribution (in cash or in kind) in respect of its share  capital following the occurrence of a Termination Event or if such dividend or distribution  would result in a Termination Event.   





 






(gg) Financial Covenants: Throughout the Charter Period, the Charterers shall procure that the  Charter Guarantor maintains on a consolidated basis:  (i) an Equity Ratio of a minimum of 0.25 to 1.0;   (ii) a positive Working Capital; and   (iii) a minimum Liquidity of $25 million.   The financial covenants shall be tested semi-annually on the basis of the annual and semi  annual financial statements and shall be confirmed by calculations shown in compliance  certificate in the form annexed to the Charter Guarantee.   For the purposes of this clause 48 (gg) (Financial covenants), the following definitions shall apply:  "Cash and Cash Equivalents" means, at any date, the aggregate amount of freely available  cash and cash equivalents of the Charter Group, in each case reported in accordance with US  GAAP, including without limitation:  (a) cash in hand or on freely available deposit with any bank or financial institution;  (b) certificates of deposits or marketable debt securities (including, but not limited to,  money market funds) with a maturity of twelve (12) months or less after the relevant  date of calculation, issued by a financial institution which has a rating for its long term  unsecured and non-credit enhanced debt obligations with A or higher by Standard &  Poor's Rating Services or Fitch Ratings Ltd or A2 or higher by Moody's Investor Services  Limited or a comparable rating from an internationally recognised credit rating agency;  or  (c) any other instrument, security or investment approved in writing by the Owners, and in  each case, to which any of the Obligors is beneficially entitled at that time and which  can be promptly realised and applied against amounts payable hereunder.  "Equity Ratio" means the ratio of Total Equity to Total Assets.  "Liquidity" means, at any given time, the aggregate of (i) Cash and Cash Equivalents and (i) any  undrawn amount freely and unconditionally available for drawings under any credit facilities with  remaining tenor of at least six (6) months.  "Total Assets" means the aggregate book value of total assets in accordance with US GAAP.  "Total Equity" means the aggregate book value of the equity treated as equity in accordance  with US GAAP.  "Working Capital" means current assets less current liabilities (which shall exclude instalments  of long term debt due in the twelve (12) months, capital lease payments and any intra group debt  incurred in accordance with clause 48 (q) (Financial Indebtedness).  49. Termination Events  (a) Each of the following events shall constitute a Termination Event:  (i) Failure to pay any Obligor: any Obligor fails to pay any amount due from it under  any Transaction Document unless failure to pay is remedied within 10 business days  of its due date. or  (ii) Misrepresentation: any representation or statement made by any Obligor in any  Transaction Document to which it is a party or in any notice or other document,  certificate or statement delivered by it pursuant thereto or in connection therewith is  or proves to have been incorrect or misleading in any material respect; or  (iii) Other obligations: any of the Obligors fails duly to perform or comply with any of  the obligations expressed to be assumed by them in any Transaction Document and  





 






such failure (if capable of remedy) is not remedied within fourteen (14) Business  Days after the earlier of (A) the Owners having given notice thereof to the relevant  Obligor and (B) the Obligor  becoming aware of such failure to perform or comply;   (iv) Cross Acceleration: any Financial Indebtedness of any Obligor has been declared  by a creditor as due and payable prior to its specified maturity where (a) any  applicable grace period has expired and  (b) the aggregate of all such unpaid or  accelerated indebtedness of  such  Obligor     is  equal  to  or  greater  than  US   Dollars  Eight  Million (US$8,000,000) or its equivalent in any other currency or  currencies; or  (v) Insolvency and rescheduling: any  of  the  Obligors  is  unable  to  pay  their debts  as they fall due, makes a general composition with their creditors; or  (vi) Winding-up: any of the Obligors files for initiation of formal restructuring  proceedings, is wound up or declared bankrupt or takes any corporate action or other  steps are taken or legal proceedings are started for their winding-up, dissolution,  administration or re-organisation or for the appointment of a liquidator,  receiver,   administrator,  administrative  receiver,  conservator, custodian, trustee or similar  officer of them or of any or all of their revenues or assets or any moratorium is  declared or sought in respect of any of their indebtedness; or  (vii)  Execution or distress  (A) any Obligor fails to comply with or pays any sum due from them (within thirty  (30) days of such amount falling due) under any final judgment or any final  order made or given by any court or other official body of a competent  jurisdiction in an aggregate in respect of the  Obligor  equal  to  or  greater   than  US  Dollars  Eight  Million (US$8,000,000) or its equivalent in any other  currency, being a judgment or order against which there is no right of appeal  or if a right of appeal exists, where the time limit for making such appeal has  expired; or  (B) any execution or distress is levied against, or an encumbrancer takes  possession of, the whole or any part of, the property, undertaking or assets of  any Obligor in an aggregate amount equal to or greater than US Dollars Five  Million (US$5,000,000) or its equivalent in any other currency or currencies,  other than any execution or distress which is being contested in good faith and  which is either discharged within thirty (30) days or in respect of which  adequate security has been provided within thirty (30) days to the relevant  court or other authority to enable the relevant execution or distress to be lifted  or released; or  (viii) Similar event: any event occurs which, under the laws of any jurisdiction, has a  similar or analogous effect to any of those events mentioned in paragraphs (vi), (vii)  or (viii) above; or  (ix) Repudiation: any of the Obligors repudiates any Transaction Document to which it  is a party or do or cause to be done any act or thing evidencing an intention to  repudiate any such Transaction Document; or   (x) Validity and admissibility: at any time any act, condition or thing required to be  done, fulfilled or performed in order:  (A) to enable any of the Obligors lawfully to enter into, exercise their rights under  and perform the material obligations expressed to be assumed by them in the  Transaction Documents;  (B) to ensure that the material obligations expressed to be assumed by any of the  Obligors in the Transaction Documents are legal, valid and binding; or  (C) to make the Transaction Documents admissible in evidence in any applicable  jurisdiction,  





 






is not done, fulfilled or performed within thirty (30) days after notification from the  Owners to the relevant Obligor requiring the same to be done, fulfilled or performed;  or  (xi) Illegality: at any time:  (A) it is or becomes unlawful for any of the Obligors to perform or comply with any  or all of their obligations under the Transaction Documents to which they are  parties;  (B) any of the obligations of any of the Obligors under the Transaction Documents  to which they are parties are not or cease to be legal, valid and binding; or  (C) any Security Interest created or purported to be created by the Security  Documents ceases to be legal, valid, binding, enforceable or effective or is  alleged by a party to such Security Document (other than the Owners) to be  ineffective,  and, in each case, such illegality is not remedied or mitigated to the satisfaction of  the Owners within thirty (30) days after it has given notice thereof to the Charterers;  or  (xii) Material adverse change: at any time there shall occur any event or change which  has a Material Adverse Effect in respect of any of the Obligors  and such event or  change, if capable of remedy, is not so remedied within thirty (30) days of the delivery  of a notice confirming such event or change by the Owners to the Charterers; or  (xiii) Conditions  precedent:  if any of the conditions set out in Clause  36 (Conditions  precedent) is not satisfied by the relevant time or such other time period specified by  the Owners in their discretion; or  (xiv) Revocation or modification of consents etc.: if  any  Necessary Authorisation  which is now or which at any time during the Agreement Term becomes necessary  to enable an Obligor to comply with any of its obligations in or pursuant to any of the  Transaction Documents or the Project Documents is revoked, withdrawn or withheld,  or modified in a manner which the Owners reasonably consider is, or may be,  prejudicial to the interests of Owners in a  material manner, or if such Necessary  Authorisation ceases to remain in full force and effect; or  (xv) Cessation of business: any of the Obligors ceases, or threatens to cease, to carry  on all or a substantial part of its business; or  (xvi) Curtailment of business: if the business of any of the Obligors is wholly or materially   curtailed  by  any  intervention  by  or  under  authority  of  any government, or if all  or a substantial part of the undertaking, property or assets of the Obligor is seized,  nationalised, expropriated or compulsorily acquired by or under authority of any  government or any of the Obligors disposes or threatens to dispose of a substantial  part of their business or assets; or  (xvii) Environmental matters  (A) any Environmental Claim is pending or made against any Obligor or in  connection with the Vessel, where such Environmental Claim has a Material  Adverse Effect; or  (B) any actual Environmental Incident occurs in connection with the Vessel, where  such Environmental Incident has a Material Adverse Effect; or  (xviii) Loss of property: all or a substantial part of the business or assets of any of the  Obligors is destroyed, abandoned, seized, appropriated or forfeited for any reason,  and such occurrence in the reasonable opinion of the Owners has a Material Adverse  Effect; or  





 






(xix) Arrest: the Vessel is arrested or seized for any reason whatsoever (other than  caused solely and directly by any action or omission from the Owners) unless  the  Vessel is  released and returned to  the possession  of  the Charterers within twenty  one (21) days of such arrest or seizure; or  (xx) Delivery: the Vessel has not for any reason been delivered to, and accepted by, the  Charterers under the Intermediate MOA, and subsequently delivered by the   Charterers  to  the  Owners  under  the  MOA  on  or  before  the Cancellation Date;  or  (xxi) Change of Control: There is a Change of Control without the consent of the Owners;  or  (xxii) Approved Time Charter termination: If there was an Approved Time Charter in  place on the Delivery Date providing for a reduced Advance Hire as per clause  40(a)(i), and such Approved Time Charter is terminated prior to its original expiry,  unless the Charterer, within five (5) Business Days of such termination pays to the  Owners an amount corresponding to (i)  the difference between (a) the Advance Hire  that would have been paid had no Approved Time Charter been in place pursuant to  Clause 40(a)(i) and (b) the reduced Advance Hire that was paid as a result of such  Approved Time Charter previously being in place per clause 40(a)(i) less (ii) the  difference between a) the Fixed Hire that has been paid up until the time of  termination of the Approved Time Charter as a result of such Approved Time Charter  previously being in place pursuant to Clause 40(a)(i) and b) the Fixed Hire that would  have been paid up until the time of termination of the Approved Time Charter had no  Approved Time Charter been in place pursuant to Clause 40(a)(i). Such payment will  be applied by the Owners to reduce the Purchase Obligation Price and remaining  Fixed Hire payments on a pro rata basis.   (b) The Owners and the Charterers agree that a Termination Event shall be a breach of  condition of this  Charter where it involves a breach of this Charter or any of the other  Transaction Documents or  an agreed terminating event, the occurrence of which will entitle  the Owners to exercise all or any of the remedies set out below in this Clause 49.  (c) At any time after a Termination Event shall have occurred and be continuing following the  lapse of any applicable grace period, the Owners may at their option:  (i) by delivering to the Charterers a Termination Notice, terminate this Charter with  immediate effect or on the date specified in such Termination Notice and withdraw  the Vessel from the service of the Charterers without noting any protest and without  interference by any court or any other formality whatsoever, whereupon the Vessel  shall no longer be in the possession of the Charterers with the consent of the Owners,  and the Charterers shall redeliver  the  Vessel  to  the  Owners  in  accordance  with   Clauses  42 (Redelivery) and 43 (Redelivery conditions);  (ii) apply any amount then standing to the credit to the Earnings Account against any  Unpaid Sum or such other amounts which the Charterers or other Obligors may owe  under the Transaction Documents; and/or  (iii) (without prejudice to sub-paragraph (ii) above) and the terms of the Transaction  Documents, enforce any Security Interest created pursuant to the relevant  Transaction Documents.   (d) On the Termination Payment Date in respect of any termination of the chartering of the  Vessel under this Charter in accordance with paragraph (c) above, the Charterers shall pay  to the Owners an amount equal to the Early Termination Amount.  (e) Following any termination to which this Clause 49 applies, all sums payable in accordance  with paragraph (d) above shall be paid to such account or accounts as the Owners may  direct and shall be applied in the Owners' sole discretion (including but not limited to  towards settlement of the Early Termination Amount, or part thereof).  





 






(f) If the chartering of the Vessel or, as the case may be, the obligation of the Owners to deliver  and charter the Vessel to the Charterers is terminated in accordance with the terms of this  Charter, the obligation of the Charterers to pay Hire, if not yet paid, shall cease once the  Charterers have made the payment pursuant to paragraph (d) above to the satisfaction of  the Owners, whereupon the Owners shall arrange for title of the Vessel to be transferred to  the Charterers in accordance with paragraphs (c) to (f) of Clause 52 (Purchase Option and  transfer of title) save that no further payment of the Purchase Option Price referred to under  paragraph (c) of Clause 52 (Purchase Option and transfer of title) would be required from  the Charterers.  (g) Without prejudice to the forgoing or to any other rights of the Owners under this Charter, at  any time after a Termination Notice is served under paragraph (c) above, the Owners may,  acting in their sole discretion:  (i) without prejudice to the Charterers' obligations under Clause 43 (Redelivery  conditions), retake possession of the Vessel and, the Charterers agree that the  Owners, for such purpose, may put into force and exercise all their rights and  entitlements at law and may enter upon any premises belonging to or in the  occupation or under the control of the Charterers where the Vessel may be located  as well as giving instructions to the Charterers' servants or agents for this purpose;  and/or  (ii) change or replace the Approved Manager; and/or  (iii) if the Early Termination Amount is not paid on the Termination Payment Date, sell  the Vessel by public auction or by private contract (on arm's length terms and in good  faith) on terms they deem fit (acting reasonably) in which case the sale proceeds of  such sale shall be applied against the Early Termination Amount and any other  amounts payable under this Charter in any manner the Owners deem fit and any  excess of such amount after such application shall be paid to the Charterers. If the  net sale proceeds from any such sale are not in an amount sufficient to discharge in  full the Early Termination Amount and any other amounts payable under this Charter,  the Charterers shall continue to be liable for the shortfall; or  (iv) the Owners may maintain ownership of such Vessel and own, operate or sell or  otherwise use it in any manner they deem fit and apply the then current market value  of the Vessel (the "Termination Value"), determined by calculating the arithmetic  mean of valuations of the Vessels obtained from two independent and reputable  shipbrokers, against the Early Termination Amount and all other amounts payable to  the Owners under this Charter in which case if:    (A) the amount of the Termination Value is in excess of the aggregate amounts  due to the Owners under this Charter, such excess will be paid to the  Charterers; or  (B) in case the amount of the Termination Value is not sufficient to discharge in  full the aggregate amounts due to the Owners under this Charter following  such application the Charterers shall continue to be liable for the shortfall and  interest shall continue to accrue on such shortfall.  (h) Save as otherwise expressly provided in this Charter, the Charterers shall not have the right  to terminate this Charter at any time prior to the expiration of the Agreement Term. The  rights conferred upon the Owners by the provisions of this Clause 49 are cumulative and in  addition to any rights which they may otherwise have in law or in equity or by virtue of the  provisions of this Charter.  (i) It is hereby agreed between the Owners and the Charterers that if the Vessel is under  arrest, detention, seizure or confiscation as a direct result of the Owners’ default, act,  omission or misconduct (excluding any arrest, detention, seizure and confiscation being  litigation or proceeding or claim which is frivolous, vexatious or an abuse of the process of  





 






the court which the Owners has a good defence and is being contested by the Owners in  good faith and by appropriate proceedings) and provided there is no contributory  negligence from or default by the Charterers in respect thereof (an “Owners’ Arrest”):  (i) the Charterers shall have the right to cease payment of the Variable Hire and  suspend payment of the Fixed Hire during the period of any continuing Owners’  Arrest (but not in relation to Hire accrued for periods where the Vessel was not  subject to an Owners’ Arrest which should still be paid on any applicable Hire  Payment Date that may occur during an Owners’ Arrest), provided that Fixed Hire  during any suspension period shall continue to accrue and any suspended part of  Fixed Hire shall upon the relevant Owners’ Arrest being remedied by the Owners be  added to remaining Fixed Hire payments on a pro rata basis; and  (ii) if the Owners’ Arrest has not been resolved within sixty (60) days of its occurrence,  then the Charterers shall be entitled to terminate this Charter by delivering a  Termination Notice to the Owners, whereupon the Charterers shall be obliged to pay  to the Owners the Early Termination Amount (but without any Early Termination Fee)  on the Termination Payment Date. The terms of Clause 52(c)-(f) shall then apply  following the payment of such Early Termination Amount.  50. Name of Vessel  Provided that the prior written consent has been given by the Owners:  (a) the name of the Vessel may be chosen by the Charterers; and  (b) the Vessel may be painted in the colours, display the funnel insignia and fly the house flag  as required by the Charterers.  51. Charter Period  The Charter period under this Charter shall be one hundred and twenty (120) months commencing  from the Delivery Date, unless otherwise extended or terminated pursuant to Clauses 40(k) (Hire),  49 (Termination Events), 53 (Sale of the Vessel by the Owners) and 54 (Total Loss).  52. Purchase Option and transfer of title  (a) Subject to no Termination Events or Total Loss under Clause 54 (Total loss), the Charterers  may, on each Hire Payment Date falling twelve (12) months after the Delivery Date, by at  least ninety (90) calendar days prior written notice to the Owners, declare to the Owners  their exercise of the option to purchase the Vessel or to cause their nominee to purchase  the Vessel on a Hire Payment Date by payment of the corresponding amount equal to the  Purchase Option Price. To avoid any confusion, the Charter Period will end immediately  upon the Purchase Option Price having been paid.  (b)  If the Charterers have not exercised their rights under paragraph (a), the Charterers shall  have an obligation to purchase the Vessel or to cause their nominee to purchase the Vessel  on the last day of the Charter Period by payment of the Purchase Obligation Price.  (c) In exchange for the full payment of the Purchase Option Price (in the case of a purchase  under paragraph (a) above) or the sum stated in paragraph (b) above (in the case of a  purchase under paragraph (b) above) or the applicable Early Termination Amount (in case  a Termination Notice is served under Clause 40(r) or Clause 48(i) or Clause 49(i)(ii)) and  all sums due and payable to the Owners under the Transaction Documents and subject to  compliance with the other conditions set out in this Clause, the Owners shall:  (i) transfer title to and ownership of the Vessel to the Charterers (or their nominee) by  delivering to the Charterers (in each case at the Charterers' costs):  (A) a  duly  executed  and  notarised,  legalised  and/or  apostilled  (as applicable)  bill of sale; and  (B) the Title Transfer PDA; and  





 






(ii) procure the deletion of any mortgage or prior Security Interest in relation to the  Vessel at the Charterers' cost and provide a certificate of ownership and  encumbrances  evidencing  that  the  Vessel  is  free  from  any registered  mortgages/encumbrances, provided always that prior to such transfer or deletion (as  the case may be), the Owners shall have received the letter of indemnity as referred  to in paragraph (f) below from the Charterers, and the Charterers shall have  performed all their obligations in connection herewith and with the Vessel, including  without limitation the full payment of all Unpaid Sums, taxes, charges, duties, costs  and disbursements (including legal fees) in relation to the Vessel.  (d) The transfer in accordance with paragraph (c) above shall be made in all respects at the  Charterers' expense on an "as is, where is" basis and the Owners shall give the Charterers   (or  their  nominee)  no  representations,  warranties,  agreements  or guarantees  whatsoever concerning or in connection with the Vessel, the Insurances, the Vessel's  condition, state or class or anything related to the Vessel, expressed or implied, statutory  or otherwise.  (e) The Owners shall have no responsibility for the registrability of a bill of sale referred to in  paragraph (c) above executed by the Owners, as far as such bill of sale is prescribed in a  generally acceptable form.  (f) The Charterers shall, immediately prior to the receipt of the bill of sale, furnish the Owners  with a letter of indemnity (in a form satisfactory to the Owners) whereby the Charterers and  the Charter Guarantor shall state that, among other things, the Owners has and will have  no interest, concern or connection with the Vessel after the date of such letter and that the  Charterers and/or the Charter Guarantor shall indemnify the Owners and keep the Owners  indemnified forever against any claims made by any person arising in connection with the  Vessel.  53. Sale of Vessel by the Owners  During the Charter Period, the Owners may procure a change in the registered ownership  of the Vessel and/or transfer by novation of any of its rights and obligations under any of  the Transaction Documents to an Affiliate without any consent from the Charterers and to  any other financial institution, trust, fund, leasing company or other entity which is regularly  engaged in or established for the purpose of making, purchasing or investing in loans,  securities or other financial assets subject to (i) the prior written consent of the Charterers  (which shall not be unreasonably withheld, provided that the Charterers reserve the right to  reasonably withhold consent to distress debt funds), (ii) the Charterers KYC approval of the  transferee,(iii) that such transfer does not entail any costs for the Charterers and provided  always that, notwithstanding such change or transfer, this Charter would continue on  identical terms (save for logical, consequential or mutually agreed amendments). The  Charterers shall remain liable to the aforesaid new owner of the Vessel for its performance  of all obligations pursuant to this Charter after change of the registered ownership from the  Owners to such new owner and the Charterers shall procure that any Obligor which is a  party to a Transaction Document:  (i) remains liable to the new of owner of the Vessel for its performance of all obligations  pursuant to such Transaction Document; and   (ii) enters into all necessary documents or takes any necessary actions required for such  Transaction remaining in full force and effect as from the completion of the relevant  sale.  54. Total Loss  (a) If circumstances exist giving rise to a Total Loss, the Charterers shall promptly notify the  Owners of the facts of such Total Loss. In such case, the Owners shall agree to the Vessel  being treated as a Total Loss for all purposes of this Charter. The Owners shall thereupon  abandon the Vessel to the  Charterers  and/or  execute  such documents as may be  required to enable the Charterers to abandon the Vessel to insurers and claim a Total Loss.  Without prejudice to the obligations of the Charterers to pay to the Owners all monies then  





 






due or thereafter to become due under this Charter, if the Vessel shall become a Total Loss  during the Charter Period, the Charter Period shall end on the Settlement Date.   (b) If the Vessel becomes a Total Loss during the Charter Period, the Charterers shall, on the  Settlement Date, pay to the Owners the amount calculated in accordance with paragraph  (c) below.  (c) On the Settlement Date, the Charterers shall pay to the Owners an amount equal to the  Early Termination Amount as at the Termination Payment Date (provided that such amount  payable shall be set off against the Total Loss Proceeds if they are already received by the  Owners as referred to under paragraph (d) below). The foregoing obligations of the  Charterers under this paragraph (c) shall apply regardless of whether or not any moneys  are payable under any Insurances in respect of the Vessel, regardless of the amount  payable thereunder, regardless of the cause of the Total Loss and regardless of whether  or not any of the said compensation shall become payable.  (d) All Total Loss Proceeds shall be paid to such account or accounts as the Owners may direct  and shall be applied towards satisfaction of the Early Termination Amount and any other  sums due and payable under the Transaction Documents. To the extent that there is any  surplus after such application, such surplus shall be promptly returned to the Charterers.  (e) The Charterers shall, at the Owners' request, provide satisfactory evidence, in the  reasonable opinion of the Owners, as to the date on which the constructive total loss of the  Vessel occurred pursuant to the definition of Total Loss.  (f) The Charterers shall continue to pay the Advance Hire and the Hire on the days and in the  amounts required under this Charter notwithstanding that the Vessel shall become a Total  Loss provided always that no further instalments of Hire shall become due and payable  after the Charterers have made the payment required by paragraph (c) above.  55. Fees and expenses  (a) Subject always to paragraph (b), the Charterers shall bear all costs, fees (including legal  fees) and disbursements reasonably incurred by the Owners and the Charterers in  connection with:  (i) the negotiation, preparation and execution of this Charter and the other Transaction  Documents;  (ii) the delivery of the Vessel under the Building Contract, the MOA and this Charter;  (iii) preparation or procurement of any survey, inspections, tax or insurance advice;  (iv) all legal fees and other expenses arising out of or in connection with the exercising  of the purchase option by the Charterers pursuant to Clause 52 (Purchase Option  and Title Transfer) of this Charter; and  (v) such other activities relevant to the transactions contemplated herein.   (b) Notwithstanding anything to the contrary, the Charterers shall not bear any costs, fees  (including legal fees) and disbursements incurred by the Owners in connection with:  (i) any financing activities undertaken by the Owners, whether or not such financing  activities are undertaken for the purposes of entering into this Charter, the MOA or  any of the Transaction Documents; and  (ii) the incorporation, setting-up or continued operation of any special purpose vehicles  or legal entities for the purposes of or in relation to this Charter, the MOA or any of  the Transaction Documents.  (c) In consideration of the Owners entering into this Charter, the Charterers shall pay to the  Owners or their nominees a non-refundable upfront fee in an amount equal to one (1) per  cent. (1%) of the Actual Owners’ Costs which shall be payable by the Charterers as a  condition precedent to delivery under the MOA and this Charter.  An amount equal to such  





 






amount may at Owners’ option, be set-off against the payments to be made by the Owners  as buyers under the MOA).  56. Stamp duties and taxes  The Charterers shall pay promptly all documented stamp, documentary or other like duties and  taxes to which this Charter, the MOA and the other Transaction Documents may be subject or  give rise and shall indemnify the Owners on demand against any and all liabilities with respect to  or resulting from any delay on the part of the Charterers to pay such duties or taxes.  57. Operational notifiable events  The Owners are to be advised as soon the Charterers are aware of the occurrence of any of the  following events:  (a) when a material condition of class is applied by the Classification Society;  (b) whenever the Vessel is arrested, confiscated, seized, requisitioned, impounded, forfeited  or detained by any government or other competent authorities or any other persons;  (c) whenever a class or flag authority refuses to issue or withdraw trading certification;  (d) in the event of a fire requiring the use of fixed fire systems or collision / grounding;  (e) whenever the Vessel is planned for dry-docking in accordance with Clause 10(g) (Part II)  and whether routine or emergency;  (f) the Vessel is taken under tow;  (g) any death or serious injury on board;   (h) the Vessel being involved in any Environmental Incident exceeding US Dollars 3,000,000;  or   (i) any damage to the Vessel the repair costs of which (whether before or after adjudication)  are likely to exceed US Dollars Three Million (US$3,000,000).  58. Further indemnities  (a) Whether or not any of the transactions contemplated hereby are consummated, the  Charterers shall, in addition to the provisions under Clause 17 (Indemnity) (Part II) of this  Charter, indemnify, protect, defend and hold harmless the Owners and their respective   officers,  directors  and  employees  (collectively,  the  "Indemnitees") throughout the  Agreement Term from, against and in respect of, any and all liabilities, obligations, losses,  damages, penalties, fines, fees, claims, actions, proceedings, judgement, order or other  sanction, lien, salvage, general average, suits, costs, expenses and disbursements,  including reasonable legal fees and expenses, of whatsoever kind and nature (collectively,  the "Expenses"), imposed on, suffered or incurred by or asserted against any Indemnitee,  in any way relating to, resulting from or arising out of or in connection with, in each case,  directly or indirectly, any one or more of the following:  (i) this Charter, any of the other Transaction Documents and the Project Documents,  and any amendment, supplement or modification thereof or thereto requested by the  Charterers;  (ii) the Vessel or any part thereof, including with respect to:  (A) the ownership of, manufacture, design, possession, use or non-use, operation,  maintenance, testing, repair, overhaul, condition, alteration, modification,  addition, improvement, storage, seaworthiness,  replacement,  repair  of  the   Vessel  or  any  part (including, in each case, latent or other defects, whether  or not discoverable  and  any claim  for  patent,  trademark, or  copyright  infringement and all liabilities, obligations, losses, damages and claims in any  





 






way relating to or arising out of spillage of cargo or fuel, out of injury to persons,  properties or the environment or strict liability in tort);  (B) any claim or penalty arising out of violations of applicable law by the Charterers  or any Sub-Charterers;  (C) death or property damage of shippers or others;  (D) any liens in respect of the Vessel or any part thereof; or  (E) any registration and/or tonnage fees (whether periodic or not) in respect of the  Vessel payable to any registry of ships;  (iii) any breach of or failure to perform or observe, or any other non-compliance with, any  covenant or agreement or other obligation to be performed by the Charterers under  any Transaction Document to which it is a party or the falsity of any representation  or warranty of the Charterers in any Transaction Document to which it is a party or  the occurrence of any Termination Event;  (iv) in preventing or attempting to prevent the arrest, confiscation, seizure, taking and  execution, requisition, impounding, forfeiture or detention of the Vessel, or in  securing or attempting to secure the release of the Vessel in connection with the  exercise of the rights of a holder of a lien created by the Charterers;  (v) incurred or suffered by the Owners in:  (A) procuring the delivery of the Vessel to the Charterers under Clause 35  (Delivery);  (B) registering the Vessel at the registry of the Pre-Approved Flag;  (C) recovering possession of the Vessel following termination of this Charter under  Clause 49 (Termination Events);   (D) arranging for a sale of the Vessel in accordance with Clause 53 (Sale of Vessel  by the Owners); or  (E) arranging for a transfer of the title of the Vessel in accordance with paragraphs  (c) to (f) of Clause 52 (Purchase Option and transfer of title)  (vi) arising from the Master or officers of the Vessel or the Charterers' agents signing  bills of lading or other documents;  (vii) in connection with:  (A) the arrest, seizure, taking into custody or other detention by any court or other  tribunal or by any governmental entity; or  (B) subjection to distress by reason of any process, claim, exercise of any rights  conferred by a lien or by any other action whatsoever, of the Vessel which are  expended, suffered or incurred as a result of or in connection with any claim  or against, or liability of, the Charterers or any other member of the Charter  Group, together with any costs and expenses or other outgoings which may  be paid or incurred by the Owners in releasing the Vessel from any such arrest,  seizure, custody, detention or distress.  Provided however that the Owners shall not be entitled to any indemnification or  recompense pursuant to this Clause  58 for any liabilities,  obligations,  losses,  damages, penalties, claims, actions, suits, fees, costs, expenses and disbursements  incurred by the Owners as a consequence of any (A) wilful breach of this Charter by  the Owners, or (B) arrest of the Vessel arising due to any action or omission on the  part of the Owners.  





 






(b) The Charterers shall pay to the Owners promptly on the Owners' written demand the  amount of all costs and expenses (including legal fees) incurred by the Owners in  connection with the enforcement of, or the preservation of any rights under, any Transaction   Document  including  (without  limitation)  (i)  any  losses,  costs  and expenses which the  Owners may from time to time sustain, incur or become liable for by reason of the Owners  being deemed by any court or authority to be an operator, or in any way concerned in the  operation, of the Vessel and (ii) collecting and recovering the proceeds of any claim under  any of the Insurances.  (c) Without prejudice to any right to damages or other claim which either Party may, at any  time, have against the other hereunder, it is hereby agreed and declared that the  indemnities of the Owners by the Charterers contained in this Charter shall continue in full  force and effect after the Agreement Term.   59. Set-off  (a) The Owners may set off any matured and/or contingent obligation due from the Charterers  under the Transaction Documents (to the extent beneficially owned by the Owners) against  any obligation (whether matured or not) owed by the Owners to the Charterers, regardless  of the place of payment or currency of either obligation. If the obligations are in different  currencies, the Owners may convert either obligation at a market rate of exchange in its  usual course of business for the purpose of the set-off.  (b) The Charterers may not set off any matured and/or contingent obligation due from the  Owners under the Transaction Documents (to the extent beneficially owned by the  Charterers) against any obligation (whether matured or not) owed by the Charterers to the  Owners, regardless of the place of payment or currency of either obligation.  60. Further assurances and undertakings  (a) Each Party shall make all applications and execute all other documents and do all other  acts and things as may be necessary to implement and to carry out their obligations under,  and the intent of, this Charter.  (b) The Parties shall act in good faith to each other in respect of any dealings or matters under,  or in connection with, this Charter.  61. Cumulative rights  The rights, powers and remedies provided in this Charter are cumulative and not exclusive of any  rights, powers or remedies at law or in equity unless specifically otherwise stated.  62. Day count convention  Any interest, commission or fee accruing under a Transaction Document will accrue from day to  day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.  63. No waiver  No delay, failure or forbearance by a party to exercise (in whole or in part) any right, power or  remedy under, or in connection with, this Charter will operate as a waiver. No waiver of any breach  of any provision of this Charter will be effective unless that waiver is in writing and signed by the  Party against whom that waiver is claimed. No waiver of any breach will be, or be deemed to be,  a waiver of any other or subsequent breach.  64. Entire agreement  (a) This Charter contains all the understandings and agreements of whatsoever kind and  nature existing between the Parties in respect of this Charter, the rights, interests,  undertakings agreements and obligations of the Parties to this Charter and shall supersede  all previous and contemporaneous negotiations and agreements.  (b) This Charter may not be amended, altered or modified except by a written instrument  executed by each of the Parties to this Charter.  





 






65. Invalidity  If any term  or provision of this Charter or the application thereof to any person or circumstances  shall to any extent be invalid or unenforceable the remainder of this Charter or application of such  term or provision to persons or circumstances (other than those as to which it is already invalid or  unenforceable) shall (to the extent that such invalidity or unenforceability does not materially affect  the operation of this Charter) not be affected   thereby and each term and provision of this Charter shall be valid and be enforceable to the fullest  extent permitted by law.  66. English language  All notices, communications and financial statements and reports under or in connection with this  Charter and the other Transaction Documents shall be in English language or, if in any other  language, shall be accompanied by a translation into English. In the event of any conflict between  the English text and the text in any other language, the English text shall prevail.  67. No partnership  Nothing in this Charter creates, constitutes or evidences any partnership, joint venture, agency,  trust or employer/employee relationship between the Parties, and neither Party may make, or  allow to be made any representation that any such relationship exists between the Parties. Neither  Party shall have the authority to act for, or incur any obligation on behalf of, the other Party, except  as expressly provided in this Charter.  68. Notices  (a) Any notices to be given to the Owners under this Charter shall be sent in writing by  registered letter, facsimile or email and addressed to:  Address:    Fax No.:    Email:   Attention:   or to such other address, facsimile number or email address as the Owners may notify to  the Charterers in accordance with this Clause 68.  (b) Any notices to be given to the Charterers under this Charter shall be sent in writing by  registered letter, facsimile or email and addressed to:  Flex LNG Amber Limited  c/o Flex LNG Management AS  Bryggegata 3  0250 Oslo, Norway  e-mail: finance@flexlng.com  Att: CFO   or to such other address, facsimile number or email address as the Charterers may notify  to the Owners in accordance with this 68.  (c) Any such notice shall be deemed to have reached the Party to whom it was addressed,  when dispatched and acknowledged received (in case of a facsimile or an email) or when  delivered (in case of a registered letter). A notice or other such communication received on  a non-working day or after business hours in the place of receipt shall be deemed to be  served on the next following working day in such place  69. Conflicts  Unless stated otherwise, in the event of there being any conflict or inconsistency between the  provisions of Clauses 1 (Definitions) (Part II) to 31 (Notices) (Part II) and the provisions of Clauses  32 (Definitions) to 76 (FATCA), the provisions of Clauses 32 (Definitions) to 76 (FATCA) shall  prevail.  





 






70. Survival of Charterers' obligations  The termination of this Charter for any cause whatsoever shall not affect the right of the Owners  to recover from the Charterers any money due to the Owners on or before the termination in  consequence thereof and all other rights of the Owners (including but not limited to any rights,  benefits or indemnities which are expressly provided to continue after the termination of this  Charter) are reserved hereunder.  71. Counterparts  This Charter may be executed in any number of counterparts and any single counterpart or set of  counterparts signed, in either case, by all the parties hereto shall be deemed to constitute a full  and original agreement for all purposes.  72. Confidentiality  (a) The Parties shall maintain the information provided in connection with the Transaction  Documents strictly confidential and agree to disclose to no person other than:  (i) its board of directors, employees (only on a need to know basis), and shareholders,  professional advisors and rating agencies;  (ii) as may be required to be disclosed under applicable law or regulations or for the  purpose of legal proceedings or the rules of any relevant stock exchange;  (iii) in the case of the Owners, to any Finance Party or other actual or potential financier  providing funding for the acquisition or refinancing of the Vessel;  (iv) in the case of the Charterers, to any Sub-Charterer in respect of obtaining any  consent required under the terms of any Sub-Charter; and  (v) the  shipbuilder  and  the  managers,  the  classification  society  and  flag authorities   as  may  be  necessary  in  connection  with  the  transactions contemplated  hereunder.  (b) Any other disclosure by each Party shall be subject to the prior written consent of the other  Party.   73. Third Parties Act  (a) Any person which is an Indemnitee or a Finance Party from time to time and is not a party  to this Charter shall be entitled to enforce such terms of this Charter as provided for in this  Charter in relation to the obligations of the Charterers to such Indemnitee or (as the case  may be) Finance Party, subject to the provisions of Clause 74 (Law and jurisdiction) and  the Third Parties Act. The Third Parties Act applies to this Charter as set out in this Clause  73.  (b) Save as provided above, a person who is not a party to this Charter has no right under the  Third Parties Act to enforce or to enjoy the benefit of any term of this Charter.  74. Law and jurisdiction  (a) This Charter and any non-contractual obligations arising from or in connection with it shall  in all respects be governed by and interpreted in accordance with English law.  (b) Any dispute, controversy or claim arising out of or relating to this Charter, including the  existence, validity, interpretation, performance, breach or termination thereof or any dispute  regarding non-contractual obligations arising out of or relating to it shall be referred to and  finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any  statutory modification or re-enactment thereof save to the extent necessary to give effect  to the provisions of this Clause 74.  





 






(c) The arbitration shall be conducted in accordance with the London Maritime Arbitration  Association (LMAA) terms current at the time when arbitration proceedings are  commenced.  (d) The reference shall be to three (3) arbitrators. A Party wishing to refer a dispute to  arbitration shall appoint its arbitrator and send notice of such appointment in writing to the  other Party requiring the other Party to appoint its own arbitrator within fourteen (14)  calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator  unless the other Party appoints its own arbitrator and gives notice that it has done so within  the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and  give notice that it has done so within the fourteen (14) days specified, the Party referring a  dispute to arbitration may, without the requirement of any further prior notice to the other  Party, appoint its own arbitrator as sole arbitrator and shall advise the other Party  accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had  been appointed by agreement.  (e) Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to  provide for the appointment of a sole arbitrator.  (f) In cases where neither the claim nor any counterclaim exceeds the sum of US Dollars Fifty  Thousand (US$50,000) (or such other sum as the Parties may agree) the arbitration shall  be conducted in accordance with the LMAA Small Claims Procedure current at the time  when the arbitration proceedings are commenced.   75. Conditions subsequent  Notwithstanding anything to the contrary in this Charter, the obligations of the Owners to charter,  or continue to charter, the Vessel to the Charterers under this Charter shall be subject to the  conditions that:  (a) the Owners shall have received the following documents and evidence in form and  substance satisfactory to the Owners no later than five (5) Business Days after the Delivery  Date:  (i) a copy of the endorsed policy issued by the insurer in respect of the Vessel;  (ii) a copy of the duly signed letter of undertaking issued by all the relevant underwriters  or insurance brokers or P&I clubs in respect of the Vessel;  (iii) the Vessel's current SMC (as such term is defined pursuant to the ISM Code);  (iv) the Vessel's current ISSC;  (v) the Vessel's current IAPPC;  (vi) the Vessel's classification confirmation certificate evidencing that it is free of all  recommendations and requirements from the Classification Society;  (b) to the extent that the Sub-Charter requires prior written consent from the Sub- Charterers  before the Charterers may conduct an assignment under the Charterers' Assignment, the  Charterers shall procure to be delivered to the Owners an original of the duly executed  acknowledgement by the Sub-Charterers in accordance with the Charterers Assignment no  later than fourteen (14) calendar days after the Delivery Date; and  76. FATCA  (a) Defined terms  For the purposes of this Clause 76 (FATCA), the following terms shall have the following  meanings:  "Code" means the United States Internal Revenue Code of 1986, as amended.  





 






"FATCA" means sections  1471 through 1474 of the Code and  any Treasury regulations  thereunder.   "FATCA Deduction" means a deduction or withholding from a payment under the  Transaction Documents or the Project Documents required by or under FATCA.  "FATCA Exempt Party" means a Relevant Party that is entitled under FATCA to receive  payments free from any FATCA Deduction.  "FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of the  Code which, if a Relevant Party is not a FATCA Exempt Party, could be required to make  a FATCA Deduction.  "FATCA Non-Exempt Party" means any Relevant Party who is not a FATCA Exempt  Party.  "Relevant Party" means any of the parties to the Transaction Documents.  "IRS" means the United States Internal Revenue Service or any successor taxing authority  or agency of the United States government.  (b) FATCA Information  (A) Subject to paragraph (iii) below, each Relevant Party shall, on the date of this  Charter, and thereafter within ten (10) Business Days of a reasonable request  by another Relevant Party:  (B) confirm to that other party whether it is a FATCA Exempt Party or is not a  FATCA Exempt Party; and  (C) supply to the requesting party (with a copy to all other Relevant Parties) such  other form or forms (including IRS Form W-8 or Form W-9 or any successor  or substitute form, as applicable) and any other documentation and other  information relating to its status under FATCA (including its applicable "pass  thru percentage" or other information required under FATCA or other official  guidance including intergovernmental agreements) as the requesting party  reasonably requests for the purpose of the requesting party's compliance with  FATCA.  (i) If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt  Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party  and it subsequently becomes aware that it is not, or has ceased to be a FATCA  Exempt Party, that party shall so notify all other Relevant Parties reasonably  promptly.  (ii) Nothing in this Clause 71 (FATCA) shall oblige any Relevant Party to do anything  which would or, in its reasonable opinion, might constitute a breach of any law or  regulation, any policy of that party, any fiduciary duty or any duty of confidentiality,  or to disclose any confidential information (including, without limitation, its tax returns  and calculations); provided, however, that nothing in this paragraph shall excuse any  Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or  any successor or substitute form where applicable). Any information provided on  such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated  as confidential information of such party for purposes of this paragraph.   (iii) If  a  Relevant  Party  fails  to  confirm  its  status  or  to  supply  forms, documentation   or  other  information  requested  in  accordance  with  the provisions of this Charter  or the provided information is insufficient under FATCA, then:  (A) if that party failed to confirm whether it is (and/or remains) a FATCA Exempt  Party then such party shall be treated for the purposes of the Transaction  Documents as if it is a FATCA Non-Exempt Party; and  





 






(B) if that party failed to confirm its applicable passthru percentage then such party  shall be treated for the purposes of this Charter and the Transaction  Documents (and payments made thereunder) as if its applicable passthru  percentage is 100%,  until (in each case) such time as the party in question provides sufficient confirmation,  forms, documentation or other information to establish the relevant facts.  (c) FATCA Deduction and gross-up by Relevant Party  (i) If the representation made by the Charterers under Clause 47 (Charterers'  representations and warranties) proves to be untrue or misleading such that the  Charterers are required to make a FATCA Deduction, the Charterers shall make the  FATCA Deduction and any payment required in connection with that FATCA  Deduction within the time allowed and in the minimum amount required by FATCA.  (ii) If the Charterers  are required to make a FATCA Deduction then the Charterers shall  increase the payment due from them to the Owners to an amount which (after making  any FATCA Deduction) leaves an amount equal to the payment which would have  been due if no FATCA Deduction had been required.  (iii) The Charterers shall promptly upon becoming aware that they must make a FATCA  Deduction (or that there is any change in the rate or basis of a FATCA Deduction)  notify the Owners accordingly. Within thirty (30) days of the Charterers making either  a FATCA Deduction or any payment required in connection with that FATCA  Deduction, the Charterers shall deliver to the Owners evidence reasonably  satisfactory to the Owners that the FATCA Deduction has been made or (as  applicable) any appropriate payment paid to the relevant governmental or taxation  authority.  (iv) If the Owners are required to make a deduction or withholding from a payment  under   the  Finance  Documents  in  respect  of  FATCA,  which deduction or withholding  would not have been required if a Relevant Person were not a US Tax Obligor or  FATCA FFI, and are required under the Finance Documents (if any) to pay additional  amounts in respect of such deduction or withholding, the amount of the payment due  from the Charterers shall  be  increased  to  an  amount  which,  after  any such   deduction  or withholding and payment of additional amounts, leaves the Owners  with an amount equal to the amount which it would have had remaining if it had not  been required to pay additional amounts under such Finance Documents.   (d) FATCA Deduction by Owners  The Owners may make any FATCA Deduction they are required by FATCA to make, and  any payment required in connection with that FATCA Deduction, and the Owners shall not  be required to increase any payment in respect of which it makes such a FATCA Deduction  or otherwise compensate the recipient for that FATCA Deduction.      





 






Schedule 1  FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE PROTOCOL OF DELIVERY AND  ACCEPTANCE  It is hereby certified that pursuant to a bareboat charter dated                             and made between Bund  10 Holding Limited (the "Owners") as owner and Flex LNG Amber Limited of The Trust Company Complex,  Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (the "Bareboat  Charterers") as bareboat charterer (as maybe amended and supplemented from time to time, the "Bareboat  Charter") in respect of one (1) vessel named "FLEX AMBER" and registered under the laws and flag of the  Marshall Islands with IMO number (the "Vessel"), the Vessel is delivered for charter by the Owners to the  Bareboat Charterers, and accepted by the Bareboat Charterers from the Owners at        hours ([●] time) on  the date hereof in accordance with the terms and conditions of the Bareboat Charter.  IN WITNESS WHEREOF, the Owners and the Bareboat Charterers have caused this PROTOCOL OF  DELIVERY AND ACCEPTANCE to be executed by their duly authorised representative on this    day of         20[●] in [●].    THE OWNERS  THE BAREBOAT CHARTERERS     by: by:  Name: Name:  Title: Title:  Date: Date:                   





 






Schedule 2  FORM OF TITLE TRANSFER PROTOCOL OF DELIVERY AND ACCEPTANCE PROTOCOL OF  DELIVERY AND ACCEPTANCE  Vessel "FLEX AMBER"  Bund 10 Holding Limited (the "Owners") deliver to Flex LNG Amber Limited, a corporation incorporated  under the laws of the Republic of the Marshall Islands with registration number 96759 and its registered  address at The Trust Company, Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands  MH96960 (the "Bareboat Charterers") the Vessel described below and the Bareboat Charterers accept  delivery of, title and risk to the Vessel pursuant to the terms and conditions of the bareboat charterer dated             (as may be amended and supplemented from time to time) and made between (1) the Owners and (2) the  Bareboat Charterers.    Name of Vessel:  "FLEX AMBER"  Flag:   Marshall Islands  Place of Registration:  Majuro  IMO Number: 9857377   Gross Tonnage: 116,430 tons Net  Net Tonnage: 34,930 tons  Dated: 20[●]  At:      hours ([●] time)  Place of delivery:     THE OWNER THE BAREBOAT CHARTERER     Bund 10 Holding Limited  Flex LNG Amber Limited  by: by:  Name: Name:  Title: Title:  Date: Date: