<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                   EXHIBIT 10.13

<TABLE>
<S>                                                              <C>
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1. Shipbroker                                                    THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
                                                                 STANDARD BAREBOAT CHARTER
                                                                 CODE NAME: "BARECON 89"                                  PART I
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                                                                 2. Place and date

                                                                 MADRID 30 DECEMBER 2003
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3. Owner/Place of business                                       4. Bareboat charterers (Charterers)/Place of business

PAGUMAR A.I.E.                                                   NAVIERA F. TAPIAS GAS IV, S.A.
C/NICOLAS ESTEVANEZ, 30 - 1(a) plta                              C/ MUSCGO, 5 - 2(A) plta
35007 - LAS PALMAS                                               LA FLORIDA - 28023 - MADRID
SPAIN                                                            SPAIN
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5. Vessel's name, Call Sign and Flag (Cl. 9(c))

NAME AND CALL SIGN TO BE ADVISED BY CHARTERERS.
FLAG: SPAIN - Vessel: registered under Canary Islands Registry
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6. Type of Vessel                                                7. GRT/NRT

                                                                 TBA
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8. When/Where Built                                              9. Total DWT (abt.) in metric tons on summer freeboard

See Building Contract                                            See Building Contract
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10. Class (Cl. 9)                                                11. Date of last special survey by the Vessel's
                                                                 classification society

T.B.A.                                                           N/A
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12. Further particulars of Vessel (also indicate minimum number of months' validity of class certificates agreed acc. to Cl. 14)

See Building Contract
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13. Port or Place of delivery (Cl. 2)                            14. Time for delivery (Cl. 3)   15. Cancelling date (Cl. 4)
                                                                 See Building Contract           See Building Contract

See Building Contract                                            ---------------------------------------------------------------
                                                                 16. Port or Place of redelivery (Cl. 14)

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17. Running days' notice if other than stated in Cl. 3           18. Frequency of dry-docking if other than stated in Cl. 9(f)

N/A                                                              N/A
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19. Trading Limits (Cl. 5)

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20. Charter period                                               21. Charter hire (Cl. 10)

See Clause 27                                                    See Clause 28
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22. Rate of interest payable acc. to Cl. 10(f) and, if           23. Currency and method of payment (Cl. 10)
applicable, acc. to PART IV

See Building Contract                                            See Clause 28
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</TABLE>


                                       -1-

<PAGE>

<TABLE>
<S>                                                              <C>
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24. Place of payment; also state beneficiary and bank account    25. Bank guarantee/bond (sum and place) (Cl. 22) (optional)
(Cl. 10)

See Clause 27                                                    N/A
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26. Mortgage(s), if any, (state whether Cl. 11(a) or (b)         27. Insurance (marine and war risks) (state value acc. to
applies. If 11(b) applies state date of Deed(s) of Covenant      Cl. 12(f) or, if applicable, acc. to Cl. 13(k)) (also state if
and name of Mortgagee(s)/Place of business) (Cl. 11)             Cl. 13 applies)

                                                                 N/A
See Clause 29                                                    Clause 13 does not apply
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28. Additional insurance cover, if any, for Owners' account      29. Additional insurance cover, if any, for Charterers' account
limited to (Cl. 12(b)) or, if applicable, (Cl. 13(g))            limited to (Cl. 12(b)) or, if applicable, (Cl. 13(g))
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30. Latent defects (only to be filled in if period other than    31. War cancellation (indicate countries agreed) (Cl. 24)
stated in Cl. 2)

N/A                                                              N/A
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32. Brokerage commission and to whom payable (Cl. 25)

N/A
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33. Law and arbitration (state 26.1., 26.2., or 26.3. of         34. Number of additional clauses covering special provisions,
Cl. 26 as agreed; if 26.3. agreed, also state place of           if agreed
arbitration) (Cl. 26)
                                                                 4A
26.1
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35. Newbuilding Vessel (indicate with "yes" or "no" whether      36. Name of place of Builders (only to be filled in if Part III
Part III applies)                                                applies)
                                                    (optional)
Yes

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37. Vessel's Yard Building No. (only to be filled in if          38. Date of Building Contract (only to be filled in if Part III
Part III applies)                                                applies)
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39. Hire/Purchase agreement (indicate with "yes" or "no"         40. Bareboat Charter Registry (Indicate with "yes" or "no"
whether Part IV applies) (optional)                              whether Part V applies) (optional)

No - See Clause 31
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41. Flag and Country of the Bareboat Charter Registry (only to   42. Country of the Underlying Registry (only to be filled in if
be filled in if Part V applies)                                  Part V applies)
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</TABLE>

PREAMBLE - It is mutually agreed that this Contract shall be performed subject
to the conditions contained in this Charter which shall include PART I and PART
II. In the event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II to the extent of such conflict but no further. It
is further mutually agreed that PART III and/or PART IV and/or PART V shall only
apply and shall only form part of this Charter if expressly agreed and stated in
Boxes 35, 39 and 40. If PART III and/or PART IV and/or PART V apply, it is
further mutually agreed that in the event of a conflict of conditions, the
provisions of PART I and PART II shall prevail over those of PART III and/or
PART IV and/or PART V to the extent of such conflict but no further.

Preamble - In the event of a conflict, the provisions of Part 1 shall prevail
over those of Part II.


Signature (Owners)                      Signature (Charterers)
PAGUMAR A.I.E.                          NAVIERA F. TAPIAS GAS IV, S.A.


                                       -2-

<PAGE>

1.   Definitions

     In this Charter, the following terms shall have the meaning hereby assigned
     to them:

     "The Owners" shall mean the person or company registered as Owners of the
     Vessel.

     "The Charterers" shall mean the Bareboat charterers and shall not be
     construed to mean a time charter or a voyage charter.

2.   Delivery (not applicable to newbuilding vessels)

     Deleted.

3.   Time for Delivery (not applicable to newbuilding vessels)

     Deleted.

4.   Cancelling (not applicable to newbuilding vessels)

     Deleted.

5.   Trading Limits

     The vessel shall be employed in lawful trades for the carriage of suitable
     lawful merchandise. The Charterers undertake not to employ the Vessel or
     suffer the Vessel to be employed otherwise than in conformity with the
     terms of the instruments of insurance (including any warranties expressed
     or implied therein) without first obtaining the consent to such employment
     of the insurers and complying with such requirements as to extra premium or
     otherwise as the insurers may prescribe. If required, the Charterers shall
     keep the Mortgagees advised of the intended employment of the Vessel.

     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 sell 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.

6.   Surveys (not applicable to newbuilding vessels)

     Deleted.

7.   Inspection

     See Clause 36

8.   Inventories and Consumable Oil and Stores

     Deleted.

9.   Maintenance and Operating

     (a) The Vessel shall during the Charter period 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
     13, (i) they shall keep the vessel with unexpired classification of the
     class indicated in Box 10 and with other required certificates in force at
     all times.

     Unless otherwise agreed, in the event of any improvement, structural
     changes or expensive new equipment becoming necessary for the continued
     operation of the Vessel by reason of new class requirements or by
     compulsory legislation

     The Charterers are required to establish and maintain financial security or
     responsibility in respect of oil or other pollution damage as required by
     any government, including Federal, state or municipal or other division of
     authority thereof, to enable the Vessel, without penalty or charge,
     lawfully to enter, remain at or leave any port, place, territories 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) The Charterers shall at their own expense and by their own procurement
     man, victual, navigate, operate, supply, fuel and recast the Vessel
     whenever required 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 any foreign
     general municipality and/or sales 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.

     (c) During the currency of this Charter, the Vessel shall retain her
     present name as indicated in Box 5 and shall remain under and fly the flag
     as indicated in Box 5. Provided, however, that 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. Painting and
     re-painting, installment and re-installment to be for the Charterer's
     account and time used thereby to count as time on hire.

     (d) Deleted.

     (e) The Charterers shall have the use of all outfits, equipment, and
     appliances on board the Vessel at the time of delivery.

     See Clause 28.


                                       -3-

<PAGE>

10.  Hire

     Deleted. See Clause 29.

11.  Mortgage

     The Charterers undertake to have acquainted themselves with all terms,
     conditions and provisions of the said Deed(s) of Covenant. The Charterers
     undertake that they will comply with all such instructions or directions in
     regard to the employment, insurance, repairs and maintenance of the Vessel,
     etc. as laid down in the Deed(s) of Covenant or as may be directed from
     time to time during the currency of the Charter by the Mortgagee(s) in
     conformity with the Deed(s) of Covenant.

12.  Insurance and Repairs

     (a) During the Charter period the Vessel shall be kept insured by the
     Charterers at their expense against marine, war and Protection and
     Indemnity. Such marine, war and P and I insurances shall be arranged by the
     Charterers to protect the interests of the Charterers and mortgagees (if
     any), and the charterers shall be at liberty to protect under such
     insurances in interests of any managers they may appoint. All insurance
     policies shall be in the joint names of the Owners and the Charterers as
     their interests may appear.

     The Charterers shall upon the request of the Owners and the Underwriters
     effect all insured repairs and shall undertake settlement of all costs in
     connection with such repairs as well as insured charges, expenses and
     liabilities (reimbursement to be secured by the Charterers from the
     Underwriters) 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 subclause (a) of this
     Clause and for repairs of latent defects according to Clause 2 above,
     including any deviation, shall count as time on hire and shall form part of
     the Charterers' period.

     (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 20 and Box 25, 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) Should the Vessel become an actual, constructive, compromised or agreed
     total loss under the insurance required under sub-clause (a) or Clause 12,
     all insurance payments for such loss shall be paid to the Mortgagee, if
     any, in the manner described in the Deed(s) of Covenant, who shall
     distribute the moneys between themselves, the Owners and the Charterers
     according to their respective interests. The Charterers undertake to notify
     the Owners and the Mortgagee, if any, of any occurrence in consequence of
     which the Vessel is likely to become a Total Loss as defined in this
     Clause.

     (d) If the Vessel becomes an actual, constructive, compromised or agreed
     total loss under the insurances arranged by the Owners in accordance with
     sub-clause (a), this Charter shall terminate as of the date of such loss.

     (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 the insurers and claim a constructive loss.

     (f) For the purpose of insurance coverage against hull and machinery and
     war risks under the provisions of sub-clause (a) of this Clause, the value
     of the Vessel is the sum indicated in Box 27.

13.  Insurance, Repairs and Classification

     Deleted.

14.  Redelivery

     Deleted.

15.  Non-Lien and Indemnity

     Other than the Mortgagees, 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 Charterers shall indemnify and hold the Owners harmless against any
     lien of whatsoever nature arising upon the Vessel during the Charter period
     while she is under the control of the Charterer, and against any claims
     against the Owners arising out of or in relation to the operation of the
     Vessel by the Charterers. Should the Vessel be arrested by reason of claims
     arising out of her operation hereunder by the Charterer, the Charterers
     shall at their own expense take all reasonable steps to secure that within
     a reasonable time the Vessel is released and at their own expenses provide
     bail to secure release of the Vessel.

16.  Lien

     The Owners to have a lien upon all cargoes and sub-freights belonging or
     due to the Charterers and any Bill of Lading freight for all claims under
     this Charter.

17.  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.


                                       -4-

<PAGE>

18.  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.

19.  General Average

     General Average, if any, shall be adjusted according to the York-Antwerp
     Rules 1974 or any subsequent modification thereof current at the time of
     the casualty.

     The Charter Hire not to contribute to General Average.

20.  Assignment and Sub-Demise

     The Charterers may assign this Charter to the Charterers' financiers and
     sub-demise the Vessel.

21.  Bills of Lading

     The Charterers are to procure that all Bills of Lading issued for carriage
     of goods under this Charter 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 Bills of Lading
     shall incorporate the British Carriage of Goods by Sea Act. The Bills of
     Lading shall also contain the amended New Jason Clause and the
     Both-to-Blame Collision Clause.

     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.

22.  Bank Guarantee

     Deleted

23.  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
     period of the "Requisition for Hire" whichever be the shorter.

24.  War

     Deleted

25.  Commission

     Deleted

26.  Law and Arbitration

     26.1. This Charter shall be governed by English law and any dispute arising
     out of this Charter shall be referred to arbitration in London, one
     arbitrator being appointed by each party, in accordance with the
     Arbitration Acts 1996 and 1979 or any statutory modification or
     re-enactment thereof for the time being in force. On the receipt by one
     party of the nomination in writing of the other party's arbitrator, that
     party shall appoint their arbitrator within fourteen days, failing which
     the decision of the single Arbitrator appointed shall apply. If two
     Arbitrators properly appointed shall not agree they shall appoint an umpire
     whose decision shall be final.


                                       -5-

<PAGE>

                                    PART III
                             PROVISIONS TO APPLY FOR
                            NEWBUILDING VESSELS ONLY

     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 provided nevertheless that the
     Charterers shall be bound to accept the Vessel from the Owners on the date
     of delivery by the Builders as having been completed and constructed in
     accordance with the Building Contract and the Charterers undertake that
     after having so 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.

     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 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. Notwithstanding the foregoing, the Charterers shall not be
     obliged to take delivery of the Vessel until she has been classed and
     documented as provided in this Charter and free for transfer to the flag
     she has to fly. Subject as aforesaid the Charterers shall not be entitled
     to refuse acceptance of delivery of the Vessel and upon and after such
     acceptance 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 or otherwise howsoever.

     (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 and upon receipt of such notice by
     the Charterers this Charter shall cease to have effect.

     Guarantee Works

     If not otherwise agreed, the Owners authorize 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.

     Name of Vessel

     The name of the Vessel shall be determined by 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.

     Survey on Redelivery

     Deleted


                                       -6-

<PAGE>

                                     PART IV
                             HIRE/PURCHASE AGREEMENT

Deleted.

                                     PART V
    PROVISION TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

Deleted.


                                      -7-

<PAGE>

                      SUPPLEMENTARY CLAUSES TO "BARECON 89"

                            STANDARD BAREBOAT CHARTER

27.  PERIOD OF CHARTER

The Charter Period shall commence on the date on which this Charter is signed by
or behalf of both parties, and shall continue until the expiry of the period
specified in the Schedule of Payments annexed hereto, which shall be seven years
from the date of delivery of the Vessel by the Builders (the ORIGINAL CHARTER
PERIOD), save for a mutual written agreement of the parties of an extension for
an additional period up to seven years, unless earlier terminated:

(a)  by reason of the exercise of the Put Option set out in Clause 30 or the
     Acceleration Option set out in Clause 37; or

(b)  pursuant to any right of termination contained in an agreement dated 30
     December 2003 between the Owners and the Charterer and certain other
     parties (the MASTER AGREEMENT) other than a right of termination within the
     meaning of Clause 27(c) of this Charter below; or

(c)  by reason of the exercise of the Purchase Option under Clause 31(b) of this
     Charter set out below.

Termination of this Charter in accordance with Clause 27(a) of this Charter
prior to the delivery of the Vessel by the Builder shall be without prejudice to
the Owners obligation to transfer ownership in the Vessel to the Charterer upon
delivery by the Builder (Clause 32) or the Charterer' obligations to make
payment of any instalments due after the date of such termination.

28.  HIRE

(a)  Subject to Clause 28 (b) of this Charter, the Charterer shall pay hire to
     the Owners by making hire payments to the Owners in accordance with the
     terms of this Charter, as set out in the Schedule of Payments annexed
     hereto (the "Basic Hire").

(b)  The Charterer shall make deposits (the DEPOSITS) with the Spanish Deposit
     Entity (as defined in the Master Agreement), which when taken together with
     interest scheduled to accrue thereon shall equal the aggregate amounts
     payable by the Charterer with regard to the payment of hire and the option
     price(s) in respect of Clauses 30, 31 and 37 of this Charter as
     contemplated the Master Agreement and the Appendices attached thereto and
     notwithstanding the exercise by the Owners of the Put Option prior to the
     due date of any such Deposits. For the avoidance of doubt the Charterer
     shall not be responsible or liable to pay any withholding or equivalent
     taxes or deductions imposed by any Spanish or non-Spanish governmental,
     statutory, regulatory body on such Deposits unless required by law, in
     which event the Charterer shall pay the net amount to the Spanish Deposit
     Entity.

(c)  The Charterer's payment obligations to the Owner with regard to payment of
     hire and the option price(s) in respect of Clauses 30, 31 and 37 of this
     Charter will be discharged pro tanto to the extent of each application of
     proceeds from the Deposits that will be made by the Spanish Deposit Entity
     on each of the dates set out in the Schedule of Payments or, in the case of
     amounts payable under Clause 30(b) or 31, on the date on which such amounts
     become payable in accordance with those clauses.


                                      -8-

<PAGE>

(d)  So long as the Charterer comply with its obligations to make Deposits in
     accordance with the provisions of the Master Agreement it shall not be
     liable for any failure on the part of the Spanish Lender to make advances
     to the Owner to be applied by the Owner towards the payment of the purchase
     price for the Vessel in accordance with the provisions of the Master
     Agreement, and the Owner shall not be entitled to terminate this Charter
     (otherwise than pursuant to Clause 27 of this Charter) nor to exercise any
     rights or remedies provided for in this Charter in the event of a failure
     to pay hire or the option price(s) in respect of Clauses 30, 31 and 37 of
     this Charter.

(e)  Except as expressly provided to the contrary in the Master Agreement or in
     this Charter, the Deposits made by the Charterer shall be non-returnable
     and the hire and the option price(s) in respect of Clauses 30, 31 and 37 of
     this Charter shall continue to be payable in accordance with the provisions
     set out above notwithstanding the occurrence of an event within the meaning
     of Clause 37 of this Charter.

29.  MORTGAGE

(a)  The Owners warrant that they have not effected any mortgage over the Vessel
     and undertake that they will not effect any mortgage over the Vessel during
     the currency of this Charter other than a first priority mortgage in favour
     of the Charterer' financiers (the MORTGAGEE), in accordance with the terms
     of the Master Agreement.

(b)  The Owners undertake to have acquainted themselves with the terms of the
     Mortgage and consent to the exercise by the Mortgagee of all the powers
     reserved thereby to the Mortgagee, including any power to enter into
     possession of the Vessel or to foreclose upon or sell the rights of the
     Charterer under this Charter. The Owners and the Charterers acknowledge and
     accept that their rights and interests in and to the Vessel are subject and
     subordinate in all respects to the rights of the Mortgagee under the
     Mortgage.

(c)  The Charterers undertake to comply with the terms and conditions of the
     Mortgage and of the loan secured thereby.

(d)  All taxes, withholdings, levies, duties, costs, fees (including the Spanish
     Notary and Register's fees) and expenses in connection with the granting,
     execution, registration, amendment and removal of the Mortgage shall be the
     responsibility of the Charterers.

(e)  The Owners undertake to enter into Spanish public deeds required to effect
     the Mortgage and any additional documents or amendments to such deeds which
     may be required by the relevant registrar to achieve definite registration
     of the Mortgage. Such documents shall be entered into by the Owners under
     the terms (including the type and nature of claims to be secured and
     amounts of such claims) provided by the Mortgagee provided that such deeds
     (i) provide no recourse whatsoever to the Owners, the partners in the
     Owners, or any of their respective assets, other than to the Vessel and
     (ii) establish no further obligation on the Owners or the partners in the
     Owners other than as expressly set out in such deeds.

(f)  The Charterer shall be fully responsible for filing and registration of the
     Mortgage.


                                      -9-

<PAGE>

30.  PUT OPTION

(a)  At any time, during the Charter Period the Owner shall be entitled to
     require the Charterer, by giving not less than 28 days notice in writing,
     to purchase the Vessel. Upon such notice taking effect, subject to Clauses
     27 and 28(b) and (c) of this Charter, the option price and all amounts
     outstanding under this Charter in respect of Basic Hire and any other sums
     payable by the Charterer to the Owners under the terms of this Charter
     shall become immediately due and payable by the Charterer. For the
     avoidance of doubt, by application of the Deposits in accordance with
     Clause 28(c), the Charterer will also fulfil this obligation. Upon such
     payment or, if the option is exercised prior to delivery, upon the delivery
     of the Vessel by the Builder, the ownership of the Vessel will be
     transferred to the Charterer in accordance with Clause 32 of this Charter
     and the Charter Period shall terminate in accordance with Clause 27 of this
     Charter.

(b)  The exercise of the Put Option referred to in Clause 30(a) of this Charter
     by the Owners shall override the earlier exercise or deemed exercise (if
     any) of the Purchase Option by the Charterer under Clause 31(a) of this
     Charter. For the avoidance of doubt, the exercise of the Put Option by the
     Owners shall not override the exercise of the Purchase Option by the
     Charterer under Clause 31(b) of this Agreement.

31.  PURCHASE OPTIONS

(a)  Subject to Clause 30(b) of this Charter, at the end of the Original Charter
     Period, the Charterer may, by notice in writing, require the Owners to
     transfer ownership in the Vessel to the Charterer, and upon such notice
     being given and subject to Clause 28(b) of this Charter, upon payment by
     the Charterer of the option price and any sums due and payable by them to
     the Owners under the terms of this Charter, the ownership of the Vessel
     will be transferred to the Charterer in accordance with Clause 32 of this
     Charter and the Charter Period shall terminate in accordance with Clause 27
     of this Charter.

(b)  Upon the occurrence of an event under Clause 2.5(a) to (c) of the Master
     Agreement, provided that the Vessel has been delivered by the Builder, the
     Charterer may, by notice in writing, require the Owners to transfer
     ownership in the Vessel to the Charterer, and upon such notice being given
     and subject to Clause 28(b) of this Charter, the option price and all
     amounts outstanding under this Charter in respect of Basic Hire and any
     other sums payable by the Charterer to the Owners under the terms of this
     Charter shall become immediately due and payable by the Charterer. Upon
     payment of all such amounts, the ownership of the Vessel will be
     transferred to the Charterer in accordance with Clause 32 of this Charter
     and the Charter Period shall terminate in accordance with Clause 27 of this
     Charter.

(c)  Each of the Purchase Options referred to in Clauses 31(a) and (b) of this
     Charter are and shall be construed as separate and independent options
     capable of exercise by the Charterer.

(d)  The Purchase options referred to in Clauses 31(a) and (b) of this Charter
     shall not be exercisable if the Charter Period has come to an end upon the
     termination of the Building Contract prior to delivery of the Vessel by the
     Builder.


                                      -10-

<PAGE>

32.  TRANSFER OF OWNERSHIP PURSUANT TO THE PUT OPTION OR PURCHASE OPTION

(a)  Ownership in the Vessel shall pass to Charterer free of all encumbrances
     and liens (other than the Mortgage) except such as may have arisen solely
     by reason of anything done or not done by the Charterer or any
     sub-charterer.

(b)  The Owners shall furnish the Charterer with a Bill of Sale, duly attested
     and legalised, together with a certificate setting out the registered
     encumbrances, if any, and shall, if so required by the Charterer, provide
     for the deletion of the Vessel from the Registry for Charges Over Movable
     Assets, Vessels and Aircrafts Section (Registro de Bienes Muebles, Seccion
     de Buques y Aeronaves) (the REGISTRY) and furnish a certificate of deletion
     to the Charterer.

(c)  Any classification certificates and plans which may be in possession of the
     Owners shall be handed to the Charterer.

(d)  Any taxes, (other than any arising in Spain) notarial, consular or other
     charges and expenses connected with the exercise of the option and the
     registration under the Charterer' flag shall be for the Charterer' account.
     Any such expenses connected with the closing of the Registry shall be for
     the Owners' account.

(e)  The Transfer of Ownership shall not take place and the Owners shall be
     relieved of their obligations to transfer the Vessel to the Charterer under
     the Put Option, the Purchase Option and the Acceleration Option upon the
     enforcement of the Mortgage by the Mortgagee (unless the Mortgagee
     instructs the Owners to transfer the ownership of the Vessel to the
     Charterer in which case, the Owners shall be obliged to transfer Ownership
     in accordance with the Mortgagee's instructions, provided that the Owner is
     lawfully able to do so) or upon the occurrence of an event within the
     meaning of Clause 12(d) or 37(d) of this Charter or the termination of the
     Shipbuilding Contract prior to the delivery of the Vessel.

(f)  In this Charter, references to the "transfer" of ownership shall be
     construed as meaning:

     (i)  the automatic Transfer of Ownership of the Vessel if permitted by
          applicable law at the time of transfer, in which case, no further
          action shall be required by the Owners other than as required under
          Clauses 32 (b), (c) and (d) of this Charter; or

     (ii) to the extent that sub-clause 32 (f)(i) above does not apply, a
          transfer in accordance with the formalities required by applicable law
          at the time of transfer, in which case, the Owners shall be obliged to
          transfer the Vessel in accordance with the prescribed formalities of
          the applicable law governing the transfer and the requirements of this
          Clause 32.

33.  INSURANCE

The Owners shall be entitled to effect (at their own cost) their own insurances
on the terms as detailed in Clause 6.4 of the Master Agreement which
arrangements shall be set out in an addendum to this Charter to be entered into
between the Owners and the Charterer.


                                      -11-

<PAGE>

34.  INSPECTION/ SURVEY - OWNERS' RIGHTS

(a)  The Owners and their agents shall have the right (at their own cost and
     expense) to inspect or survey the Vessel or appoint a duly authorised
     surveyor to do so solely for the purposes of enabling the Owners to obtain
     or effect insurances in respect of their position as legal owner of the
     Vessel and provided that such survey or inspection is at a time reasonably
     convenient to the Charterer and without any hindrance whatsoever to the
     operation or safety of the Vessel and taking into account the requirements
     and the rights of any sub-charterer of the Vessel.

(b)  The Charterer must also provide reasonable notice and advise the Owners
     when and where the Vessel is to be inspected or surveyed by the Charterer'
     own insurance assessors or surveyors from time to time during the Charter
     Period so as to allow the Owners and their agents to conduct (at their own
     cost and expense) their own inspection and survey at the same time (or at a
     reasonably similar time) but taking into account the requirements of any
     sub-charterer of the Vessel.

(c)  The Charterer shall advise the Owners upon request when and where the
     Vessel will be dry-docked or inspected by class survey or (and the date and
     location of such dry-dock or inspection) or otherwise available for
     inspection or survey and must use their reasonable endeavours to allow such
     inspection or survey but taking into account the requirements and the
     rights of any sub-charterer of the Vessel.

35.  BILLS OF LADING

Further to Clause 21, the Master or other agents of the Charterer who sign Bills
of Lading or any other documents relating to the carriage of goods on the Vessel
shall sign such documents for and on behalf of the Charterer and not the Owners.
Such persons have no authority to bind the Owners by their signature.

36.  FINANCIAL RESPONSIBILITY

The Charterer shall, on request of the Owners, furnish to the Owners documentary
evidence of compliance with the provisions of Clause 9 with regard to financial
security or responsibility in respect of pollution damage and any compulsory
scheme.

37.  ACCELERATION OPTION

Subject always to Clauses 2.3, 2.4 and 2.10 of the Master Agreement upon the
occurrence of any of the following events, which events are outside the control
of the Owners:

(a)  at any time after delivery of the Vessel by the Builders if the Charterer
     shall go into liquidation (except a voluntary liquidation for the purposes
     of reconstruction or amalgamation upon terms previously approved in writing
     by the Owners) or be unable to pay their debts as they fall due or commit
     an act of bankruptcy or if a receiver is appointed over the Charterer or
     the assets of the Charterer or if some event having an equivalent effect
     occurs;

(b)  the enforcement of the Mortgage;

(c)  title to or possession of the Vessel by the Owners is lost as a consequence
     of the enforcement of any third party rights arising as a result of the
     Charterer' operation of the Vessel;


                                      -12-

<PAGE>

(d)  the occurrence of an event within the meaning of Clause 12(d) of this
     Charter; or

(e)  the Charterer breach any of the terms of this Charter if such breach (i)
     has an adverse effect on the tax benefits available to the Owners and the
     partners in the Owners from the charter of the Vessel and related
     transactions and (ii) such breach and the adverse tax effects of such
     breach are not cured to the satisfaction of the Owners within two weeks
     from receipt by the Charterer of a notification from the Owners specifying
     the breach,

then the Owners shall at any time after any such event have the right (the
ACCELERATION OPTION), by giving notice to such effect to the Charterer (the
ACCELERATION NOTICE), to transfer ownership of the Vessel in accordance with
Clause 32 of this Charter on the Ownership Transfer Date (or to the extent that
the Owners no longer have title to or possession of the Vessel as a result of
such event shall upon such notice be deemed to have so transferred ownership on
the Acceleration Date).

Upon such transfer (or deemed transfer) of the ownership of the Vessel, the
Charter Period shall terminate in accordance with Clause 27 of this Charter.

ACCELERATION DATE means the date immediately preceding the date of the event

OWNERSHIP TRANSFER DATE means the date being 28 days after the date of the
Acceleration Notice.

If the Owners exercise their right under this Clause 37 following the happening
of any of the events referred to in paragraphs (a) to (e) above an amount of
supplemental hire (the SUPPLEMENTAL HIRE), representing all amounts of Basic
Hire for the period from the Acceleration Date to the expiry of the Original
Charter Period, and the option price shall become due as of the Acceleration
Date.

The Supplemental Hire shall be payable in accordance with the Schedule of
Payments.

38.  THE OWNER:

(a)  warrant and undertake to the Charterer that the Owners shall not interfere
     during the Charter Period with the use, possession and quiet enjoyment of
     the Vessel by the Charterer on the terms of this Charter; and

(b)  further undertake, if reasonably requested to do so by the Charterer and at
     the Owners' expense, to take such action as is available to it to protect
     the use, possession and quiet enjoyment of the Vessel by the Charterer from
     interference by third parties in respect of any claim against the Owners
     which is not resulting from operation of the Vessel by the Charterer during
     the Charter Period.

39.  REGISTRATION OF THE VESSEL

The Charterer hereby agree that it will at all times:

(a)  comply with the requirements for maintaining the registration of the Vessel
     at the Special Registry in the Canary Islands (Registro Especial de Buques
     y Empresas Navieras) (the SPECIAL REGISTRY); and

(b)  indemnify and hold harmless the Owners and/or any of the Partners investing
     in the Owners (each an INDEMNIFIED PARTY) in full on demand against all
     Losses which may be suffered or


                                      -13-

<PAGE>

     incurred by any Indemnified Party or any of its officers, servants, agents
     and employees at any time as a consequence of any breach by the Charterer
     of its obligation under (a) above. For this purpose, "Losses" means any
     costs, expenses, fees, payments, charges, taxes (including, for avoidance
     of doubt, loss of relief of the Spanish Corporations Income Tax with
     respect to income deriving from the operation of vessels registered at the
     Special Registry ("bonificacion en cuota, del correspondiente a la parte de
     la base imponible que proceda de la explotacion de buques inscritos en el
     Registro Especial de Buques y Empresas Navieras a que se refiere la Ley de
     Regimen Economico y Fiscal de Canarias"), losses, demands, liabilities,
     obligations, claims, actions, suits, proceedings, penalties, fines,
     damages, judgments, orders or other actions.

(c)  for IGIC ("Impuesto General Indirecto Canario") purposes, the Charterer
     undertake (i)(a) that the Vessel will be deployed towards International
     Maritime Navigation (NAVEGACION MARITIMA INTERNACIONAL), during the period
     commencing on the delivery date of the Vessel and ending on the date on
     which the Charter expires or is otherwise terminated or (b) indemnify the
     Owner against any tax liability arising from use of the Vessel otherwise
     than in accordance with (i)(a) and pay the Owner any relevant IGIC amount
     arising therefrom when due and (ii) to carry out the business activity of
     the remunerated transportation of goods and/or passengers, utilising the
     vessel for such purpose.

     In order to evidence that the Vessel is deployed toward International
     Maritime Navigation (Navegacion Maritima Internacional), the Charterer
     undertake to deliver to the Owners, before the end of each calendar year
     concluded during the Charter Period, a certificate stating that the Vessel
     has been deployed towards International Maritime Navigation during such
     calendar year.

For the purposes of this Clause (i) "deployed towards International Maritime
Navigation" means that more than fifty per cent (50%) of the total sailed
distance of the Vessel on any given calendar year will not consist of trips
initiated in a harbour within the Canary Islands Territory and ending in another
harbour of the Canary Islands Territory, and (ii) "Canary Islands Territory"
includes all the seacoast of the Canary Islands in the range of twelve maritime
miles.

40.  RIGHTS OF THIRD PARTIES

A person who is not a parry to this Charter has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Charter except
and to the extent (if any) that this Charter expressly provides for such Act to
apply to an y of its terms.

41.  In this Charter, the term CHARTERER means Charterers (as defined herein)
     and the term OWNER means Owners (as defined herein).


                                      -14-