<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                   EXHIBIT 10.12

                               SWORN TRANSLATION

                                     PART I

<TABLE>
<S>                                             <C>
-------------------------------------------------------------------------------------------------
1. SHIPBROKER                                   2. PLACE AND DATE

Not applicable                                  Madrid, October 2, 1000
-------------------------------------------------------------------------------------------------
3. OWNER/PLACE OF BUSINESS                      4. CHARTERER/PLACE OF BUSINESS

POSEIDON GAS AIE                                NAVIERA F. TAPIAS GAS III, S.A.
C/ General Gutierrez 4                          C7 Musgo 5
38003 Santa Cruz de Tenerife                    28023 Madrid
-------------------------------------------------------------------------------------------------
5. VESSEL'S NAME, CALL SIGN AND FLAG.

Spain. Special Registry of the Canary Islands

-------------------------------------------------------------------------------------------------
6. TYPE OF VESSEL.                              7. GRT/NRT.
                                                93,450 GRT, 28040 NRT
LNG Carrier.

-------------------------------------------------------------------------------------------------
8. WHEN/WHERE BUILT.                            9. TOTAL DWT (ABT.) IN METRIC TONS ON
                                                SUMMER FREEBOARD.
Astilleros de Sestao S.R.L.
                                                68,200 dwt at design draft of 11,40m
-------------------------------------------------------------------------------------------------
10. CLASS                                       11. DATE OF LAST SPECIAL SURVEY BY THE
                                                VESSEL'S CLASSIFICATION SOCIETY.
LLOYDS REGISTER
                                                Not applicable
-------------------------------------------------------------------------------------------------
12. FURTHER PARTICULAR OF THE VESSEL.

New vessel

-------------------------------------------------------------------------------------------------
13. PORT OR PLACE OF DELIVERY                   14. TIME FOR DELIVERY.     15. CANCELLING DATE.
Barcelona-Monoir range
                                                See Additional Clause 1.   See Additional Clauses

-------------------------------------------------------------------------------------------------
                                                16. PORT OR PLACE OF REDELIVERY

                                                See Additional Clause 25
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                               SWORN TRANSLATION

<TABLE>
<S>                                             <C>
-------------------------------------------------------------------------------------------------
17. RUNNING DAYS NOTICE.                        18. FREQUENCY OF DRY-DOCKING.
Not applicable                                  30-42 months.

-------------------------------------------------------------------------------------------------
19. TRADING LIMITS.

See Additional Clause

-------------------------------------------------------------------------------------------------
20. CHARTER PERIOD.                             21. CHARTER HIRE.

                                                See Additional Clause 3.

-------------------------------------------------------------------------------------------------
22. INTEREST APPLICABLE TO DEFAULTS.            23. CURRENCY AND METHOD OF PAYMENT.

                                                Euro. See Additional Clause 4.

-------------------------------------------------------------------------------------------------
24. PLACE OF PAYMENT, ALSO STATE BENEFICIARY    25. BANK GUARANTEE/BOND-SUM AND PLACE.
AND BANK ACCOUNT.
                                                See Additional Clause 26.
See Additional Clause 4.

-------------------------------------------------------------------------------------------------
26. MORTGAGES                                   27. INSURANCE

See Additional Clause 10.                       250,000,000 Euro

-------------------------------------------------------------------------------------------------
28. ADDITIONAL INSURANCE COVER                  29. ADDITIONAL INSURANCE COVER

-------------------------------------------------------------------------------------------------
30. LATENT DEFECTS.                             31. WAR CANCELLATION.

In accordance with Article X.2 of the           See Additional Clause 14
Construction Agreement

-------------------------------------------------------------------------------------------------
32. BROKERAGE COMMISSION AND TO WHOM PAYABLE.

Not applicable.

-------------------------------------------------------------------------------------------------
33. LAW AND PLACE OF ARBITRATION                34. NUMBER OF ADDITIONAL CLAUSES COVERING SPECIAL
                                                    PROVISIONS, IF AGREED
High Court of England and Wales
                                                35
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                               SWORN TRANSLATION

PREAMBLE: It is mutually agreed for this agreement t be developed subject to the
conditions included hereunder, which shall be included in Parts I, II and III.
In the event of contradiction of the clauses of Part III, they shall prevail
over the terms of Parts I and II to the extent of such contradiction.


SIGNATURE (OWNER)   SIGNATURE (CHARTERER)

                                     PART II

                                    RECITALS

1.   The Charterer has executed on July 31, 2000 a shipbuilding contract (the
     "Shipbuilding Contract") with Astilleros de Sestao S.R.L. (the
     "Shipbuilder") whereby the Shipbuilder undertook to build the Vessel, and
     the Charterer to pay the price thereof in the terms and conditions provided
     thereunder. The expected delivery date of the Vessel is August 15, 2003. In
     its turn the Charterer and the Owner have executed on the date hereof a
     sale and purchase agreement (the "Sale and Purchase Agreement") under which
     the Charterer sells the Vessel to the Owner for the same price and on the
     same payment dates as provided in the Shipbuilding Contract. The Charterer
     shall deliver the Vessel to the Owner on the same date and simultaneously
     to the receipt of the Vessel by the Charterer from the Shipbuilder (the
     "Delivery Date").

2.   As set forth in Clause 26 hereunder, the Charterer, on each payment date of
     the Shipbuilding Contract, shall pay into a deposit account in its name
     ("Deposit II") the amounts set forth in the Framework Agreement. The
     Charterer has had or shall have recourse to external financing to make part
     of Deposit II ("Loan III"). The Banks granting Loan III ("Banks III")
     require or shall require a naval mortgage over the Vessel (the "Mortgage")
     in order to ensure repayment of Loan III. Said security shall be granted by
     the Owner on the Delivery Date.

3.   On the other hand, the Charterer has executed a Loan with CAIXABANK FRANCE
     ("Bank I") subject to the subsidies provided under Royal Decree 442/1994
     ("Loan I"), and has reached an agreement with a series of financial
     entities whereby the latter will deliver to the Charterer, by payment into
     Deposit II, the net current value of subsidy 442 on the delivery date of
     the Vessel.

     Similarly, in order to meet the payments of the Sale and Purchase
     Agreement, the Owner has executed a Loan with CAIXABANK FRANCE ("Bank II")
     for an amount of 168,300,000 Euro ("Loan II"). The Charterer has accepted
     to pledge Deposit II in favour of Bank II as security for the repayment of
     Loan II ("Pledge II").

5.   The Owner and the Charterer have also executed as of the date hereof or are
     going to execute a Framework Agreement (the "Framework Agreement"),
     agreeing the whole transaction set forth herein in part.

(The Shipbuilding Contract, Deposit II, Loan I, Loan II, Loan III, the Mortgage,
Pledge II and the Framework Agreement shall be jointly called in this Agreement
the Related Agreements).

                                    PART III

                               ADDITIONAL CLAUSES

1    DELIVERY

     The Vessel shall be delivered by the Owner to the Charterer for its use by
     the latter in accordance herewith, on the same date and at the same place
     as the Owner receives the

<PAGE>

                               SWORN TRANSLATION

     Vessel from the Charterer in accordance with the Shipbuilding Contract. The
     Charterer will allocate the Vessel to the freight of Natural Gas, SDG,
     S.A., in accordance with the terms of the Time-Charter Agreement dated July
     31, 2000.

     Delivery shall be deemed performed for all purposes relating hereto at the
     same time and place wherein, in accordance with the Sale and Purchase
     Agreement, the Charterer delivers the Vessel to the Owner, without the
     Charterer being entitled to reject the Vessel at this delivery. The Owner
     and the Charterer shall sign a Deed of Delivery of the Vessel for the
     purposes hereof, which document shall confirm delivery performed at such a
     time.

     As the Owner shall acquire the Vessel from the Charterer, who in its turn
     has executed the Shipbuilding Contract with the Shipbuilder, the Charterer
     acknowledges that it wishes to charter the Vessel under the terms and with
     the equipment and apparatus had by the Vessel at the time in which the
     Shipbuilder delivers it to the Owner. Consequently, the Charterer accepts
     that the Owner shall not be liable to the Charterer or to any third parties
     for the condition, suitability, operation, seaworthiness, value, design,
     equipment, quality, durability, merchantability or any other
     characteristics or attributes of vessels such as the Vessel.

     Pursuant to the foregoing, the Owner hereby assigns to the Charterer, upon
     delivery of the Vessel and if it should the titleholder thereof, any action
     or right (including warranties) against the Shipbuilder relating to the
     Shipbuilding Contract.

     In no event shall any controversies which may arise between the Charterer
     and the Shipbuilder or any other third party, relating to matters mentioned
     in the foregoing paragraphs, or any action, order or instruction of the
     Shipbuilder, of the Classification Society or of any other authority,
     rendering impossible or interrupting the use of the Vessel for any reason
     relating to the aforementioned matters affect the performance by the
     Charterer of all its obligations against the Owner in accordance herewith,
     which shall in no way be deemed suspended or reduced pursuant thereto.

2.   DURATION

     Although this Agreement will enter into force upon signature hereof, i.e.,
     prior to the Delivery Date, the term of the charter of the Vessel shall be
     for a period (hereinafter, the "Term") which shall begin on the Delivery
     Date and shall end on December 31, 2006 (the "Expiry Date").

     The Term shall be binding upon both parties, and so may not be reduced, nor
     may this Agreement be terminated early, save for the grounds expressly
     mentioned hereunder.

     Although the Term is set for the benefit of both parties, the Charterer
     acknowledges that, taking into account the call and put options set forth
     hereunder and in the Related Agreements, and that the whole transaction has
     been agreed under the Fifteenth Additional Provision of the Law on
     Companies' Tax, an early termination hereof which does not respect the
     consequences provided for such case hereunder and in Related Agreements
     would cause the Owner substantial economic damage.

3.   CHARTER HIRE

     Charter hire, during the whole of the Term, shall be as set forth in
     Schedule 1 hereto, forming integral part hereof.

     The Charterer's obligations to pay charter hire under this Agreement and
     the Framework Agreement shall be absolute, irrespective of any contingency,
     including, but not limited to, the following:

     3.1. any set-off or counterclaim, indemnity, defence or other right held by
          the Charterer against the Owner (without prejudice to the possibility
          of exercising such rights so that it does not affect payment of the
          charter hire);

<PAGE>

                               SWORN TRANSLATION

     3.2. any unavailability of the, Vessel, for any reason, including but not
          limited to any lack or invalidity of title, seaworthiness, condition,
          design, operation, merchantability or fitness for use or purpose of
          the Vessel 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;

     3.3  any lack of performance, or breach or delay in performance or
          compliance by any of the parties of the present Agreement (other than
          a breach by the Owner declared by a final court judgement or
          arbitration award), with or without breach on the part thereof, of any
          of the terms, conditions or other provisions hereunder or of any other
          Related Agreements;

     3.4  any insolvency, suspension of payments, bankruptcy, reorganisation,
          arrangement, readjustment of. debt, dissolution, administration,
          liquidation or similar proceedings by or against the Owner or the
          Charterer or any change in the constitution of the Owner or the
          Charterer;

     3.5  any invalidity or unenforceability (save for radical nullity by
          operation of law pursuant to lack of subject matter declared by a
          final judgement) or any defect in this Agreement or in any Related
          Agreements not attributable to the Owner.

     3.6  any other cause which would or might but for this Clause have the
          effect of terminating or in any way affecting any obligation of the
          Charterer hereunder, it being the intention of the parties that the
          Clauses of this Agreement and the obligations of the Charterer to pay
          charter hire and make any payments under this Agreement shall survive
          any such contingencies, and that no moneys paid under this Agreement
          by the Charterer to the Owner shall in any event or circumstance be
          refundable to the Charterer by the Owner, without prejudice to the
          exercise of any remedies corresponding to the Charterer, as the case
          may be, against any other third party.

4.   METHOD OF PAYMENT OF THE CHARTER HIRE

     In accordance with the provisions of Schedule 1, charter hire (except the
     first) shall be on an annual basis and shall be payable in accordance with
     the timetable set forth in the aforementioned Schedule. Such timetable is
     based, in dates and amounts, on the hypothesis of delivery of the Vessel on
     August 15, 2003. In the event of delay, such timetable may be adjusted,
     without impairment of the Charterer's interests, for which the parties
     undertake to execute any necessary documents for such purposes.

     Taking into account that the amounts deposited in Deposit II belong to the
     Charterer, and that the dates of payment of the charter hires coincide with
     the depreciation timetable and interest payment dates of Loan II, the
     parties hereunder agree that amounts owed by Bank II under Deposit II to
     collect Loan II shall be deemed paid by the Charterer to the Owner
     hereunder.

5.   TRAFFIC LIMITATIONS

     The Vessel shall be used for legitimate traffic, for transport of suitable
     and legal merchandise, within the geographical limits set forth in section
     19.

     The Charterer undertakes not to use the Vessel nor allow it to be used
     other than in accordance with the terms hereof and of the insurance
     policies (including any explicit or implied warranties contained therein),
     without the prior approval of the insurers for such use and without meeting
     the requirements set thereby, such as payment of extra premiums.

<PAGE>

                               SWORN TRANSLATION

     The Charterer also undertakes not to use the Vessel nor make it be used for
     any traffic or business which is forbidden by the laws of any country to
     which the Vessel may be directed or which may in any way render it capable
     of being sanctioned, or lead to its destruction, seizure or confiscation.

     Irrespective or other considerations contained herein, it is agreed to
     specifically exclude from the cargos permitted to be loaded or carried
     hereunder, nuclear fuels or radioactive products or waste.

6.   MAINTENANCE AND OPERATION

     6.1  Throughout the Term the Vessel shall remain for all purposes in full
          possession and at the absolute availability of the Charterer for its
          goals and under its complete control for all purposes. The Charterer
          shall, at its expense, maintain the Vessel, its engines, boilers,
          fittings and spare parts, in a good state of repair, in efficient
          operating conditions and in accordance with good trade maintenance
          practice, and shall maintain the Vessel in accordance with the class
          set forth in box 10 and with the remaining certificates required to be
          in force from time to time.

          The Charterer must take immediate action to perform necessary repairs
          in the appropriate time. Any repair, enhancement, structural changes
          or installation of new equipment required for the purposes of the
          foregoing paragraph shall be paid exclusively by the Charterer,
          whatever the price of such repairs or changes and without the high
          cost thereof, if this is the case, entitling it to early termination
          hereof.

          In the event that the repairs, enhancements, structural changes or
          installations of new equipment are performed at the will of the
          Charterer, the Owner hereby authorises such events, provided that (i)
          the Vessel maintains its class as provided under box 10, (ii) the
          market value of the Vessel does not decrease, (iii) the cost of such
          repairs or modifications is borne solely by the Charterer and (iv) it
          obtains the authorisation of Banks II and III, which shall not be
          unreasonably refused, especially when they are necessary for the
          Charterer to comply with the provisions of the Time-Charter Agreement.

          The Charterer shall provide and maintain any financial or any other
          kind of security required by any government, state, federal state,
          autonomous region, town council, port authority or any other authority
          for damages caused by pollution or for any other reason, so as to
          allow the Vessel, without penalty or surcharge, to legally enter,
          remain in or leave any port or location, territorial waters or
          contiguous waters of any nation, federal state, autonomous region or
          municipality in the performance hereof, without undue delay. This
          obligation shall apply whether or not such requirements have been
          legally imposed by the aforementioned governments or divisions or
          authorities. The Charterer shall take and maintain all necessary
          measures, either by providing a bond or in any other manner acceptable
          for the authority in question in order to meet such requirements, at
          its exclusive expense.

     6.2  The Charterer and its representatives shall be responsible for the
          fitting out, navigation, operation, supply, fuel and repair of the
          Vessel, whenever necessary during the Term or at any other time during
          which the Charterer has possession of the Vessel, and shall pay all of
          the taxes, expenses and charges, regardless of their nature or type,
          either incidental or for the use and operation of the Vessel under
          this Agreement, including any state, autonomous region, municipal,
          Spanish or foreign tax, even if the taxpayer should for any reason be
          the Owner. The captain, officers and other crew of the Vessel shall be
          employees of the Charterer for all purposes. The Owner shall not be
          entitled to appoint any of the crew of the Vessel.

          The Charterer shall comply with all regulations concerning officers
          and crew in force in the Vessel's country of registration and with the
          regulations in force in its own country.

<PAGE>

                               SWORN TRANSLATION

     6.3  Throughout the Term of the Agreement, the Vessel shall remain under
          and fly the flag indicated in box 5 and shall be registered and kept
          registered during the whole Term in the so-called Second Canary
          Islands Registry. However, the Charterer shall be entitled to paint
          the Vessel in its own colours, install and exhibit its logo on the
          stack and raise its own flag. Painting and repainting, installation
          and re-installation shall be borne by the Charterer, and the time used
          therefor shall count as charter time.

     6.4  The Charterer may make use of all of the tools, items of equipment and
          devices on board the Vessel at the time of delivery, as long as the
          same or their equivalent are returned to the Owner in the same good
          condition as they were received, normal wear and tear excepted; the
          Charterer, from time to time during the Term, shall replace these
          items of equipment when they are so worn or torn that they are
          unusable. The Charterer must procure that all reparations or
          renovations of any part of a broken, worn or lost equipment are
          performed in such a way (both as regard quality of materials and
          workmanship) that the value of the Vessel is not reduced. The
          Charterer may incorporate at its cost to the Vessel the additional
          equipment considered suitable, to the extent that it improves the
          nautical or operational capacity of the Vessel, although it will be
          obliged to withdraw it at the end of the Term if the Owner should
          request it.

          Any item of equipment that is not installed upon delivery of the
          Vessel but which is necessary for navigation, shall be acquired,
          installed, maintained, repaired and replaced for the account of and at
          the risk of the Charterer.

     6.5  The Charterer shall place the Vessel in dry-dock and/or shall clean
          and paint it in accordance with requirements of the competent
          authority and/or for the Vessel's class requirements as set forth in
          box 10.

7.   INSPECTION

     The Owner and its agents shall have the right to inspect or survey the
     Vessel, or appoint a duly authorised surveyor to do so, on its behalf to
     ensure the condition of the Vessel and to ascertain that the Vessel is
     being properly maintained and repaired. Surveys may only take place in
     dry-docking where the Vessel is in such situation pursuant to a decision by
     the Charterer. All the time taken for the inspection shall count as charter
     time and shall form part of the Term. Inspections or surveys by the Owner
     shall take place reasonably and without interfering with the Vessel's
     normal operation. Any inspection which entails manipulations of the Vessel
     shall coincide with ordinary inspections thereof.

8.   INVENTORY, FUEL AND SUPPLIES.

     The Vessel shall be handed over by the Owner to the Charterer with the same
     equipment, installations, services and fungible supplies (such as
     lubricants, water, unopened provisions, paint, oil, lines and other similar
     fungible supplies) as those which the Vessel contained on delivery by the
     Charterer to the Owner pursuant to the Sale and Purchase Agreement.

     The Charterer must return the Vessel to the Owner, as the case may be, with
     the same goods delivered upon delivery of the Vessel hereunder, except for
     utilities provided by the Charterer. In the event that these utilities are
     delivered with the Vessel, the Owner shall pay the Charterer the amount
     thereof in accordance with their acquisition cost.

9.   INSURANCE

     9.1  The Charterer must execute or procure the execution of the relevant
          Marine and War Risk Insurance relating to the Vessel in accordance
          with standard market terms, under conditions satisfactory to the
          Owner, and in any event for an amount not lower than as set forth in
          section 27 in respect of hull and engine insurance.

     9.2  The Charterer shall also execute or procure the execution with a P&I
          ("Protection and Indemnity") club or association, of cover for all
          risks usually covered under these kinds of policies, with the maximum
          limit accepted thereby from time to time by clubs or

<PAGE>

                               SWORN TRANSLATION

          associations of acknowledged reputation covering these kinds of risks.
          Submission of the "Certificate of Entry" into the club or association,
          and the "Letter of Undertaking" issued thereby shall constitute
          sufficient evidence to the Owner of the Vessel's insurance.

     9.3  The Vessel may not navigate in waters for which it does not hold full
          coverage pursuant to the contracted insurance, unless motivated by the
          requirements of the Time-Charter Agreement, In which case the
          Charterer should pay the relevant extra premium. Anyway, maximum care
          shall be required, avoiding to the extent possible the Vessel's
          needing to approach embargo or war zones.

     9.4  The interests of the Owner and the Banks III must be expressly
          reflected in the aforementioned insurance policies, by means of a
          clause designating the Owner as beneficiary thereof, together with the
          Banks III. In the "P&I" policies the Owner shall appear as insured.

     9.5  IN addition to the provisions of the foregoing sections, the Charterer
          undertakes that all insurance policies in accordance with the
          foregoing sections shall meet, at least the following requirements:

          9.5.1 be at least as usually contracted by a charterer with a business
               volume and routes same or similar to the Charterer's, which are
               owners or operators of vessels similar to the Vessel, not include
               franchises exceeding those set forth in said kind of policies of
               vessels of the same type and value and contain at least the same
               terms and conditions provided in such type of policies, and
               cover, at least, risks usually covered by such charterer in
               accordance with prudent practice within the sector and, in ant
               event, all risks of mandatory coverage in accordance with
               mandatory national or international legislation;

          9.5.2 be contracted with insurance companies (or P&I clubs or
               associations, as the case may be) of acknowledged reputation and
               solvency;

          9.5.3 cover at least, even by renewal thereof, the whole of the period
               between the Delivery Date of the Vessel and the date of
               performance of the put and/or call options mentioned in Clauses
               18 and 19 below;

          9.5.4 provide that the insurer (or P&I club or association, as the
               case may be) must give immediate notice in writing to the Owner
               and to Banks III of any failure to pay the premium and any other
               acts or omissions of the policyholder or the insured whereof the
               insurer is aware and which may invalidate, annul or render
               ineffective the insurance cover in whole or in part;

          9.5.5 entitle, while this Agreement remains in force, the Owner and
               Banks III to pay the premium in the event of non-payment thereof
               by the holder, within a period not shorter than 30 days from such
               non-payment, and the insurance cover shall not be suspended at
               such time.

     9.6  At least while this Agreement remains in force, the Charterer
          undertakes that, on the Delivery Date and thereafter, on an annual
          basis as from such Delivery Date, the Owner and Banks III shall be
          sent a letter from the insurer (or P&I club or association, as the
          case may be) certifying the amount of the insured sums from time to
          time under the insurance policies, and that such amounts and insurance
          policies are in accordance with the requirements in respect thereof
          set forth in the present Clause, and the date of expiry of the
          insurance policies and any variations in the terms thereof.

     9.7  At least while this Agreement remains in force, the Charterer
          undertakes that, in the event of partial loss of the Vessel, the
          amount of the insurance indemnity received by the insured, as the case
          may be, is integrally allocated thereby to return the Vessel to its
          condition at the moment prior to the loss.

     9.8  The Charterer, subject to the approval of the insurers and the Banks
          III, shall make all repairs covered by the insurance and shall take
          charge of the management of the

<PAGE>

                               SWORN TRANSLATION

     settlement of all costs relating to such repairs, and of collecting from
     the insurers the insured amounts, expenses and liabilities relating to
     repairs. The Charterer shall also be responsible for the performance of
     such repairs, and for paying the costs and expenses incurred in this regard
     which are not covered by insurance and/or do not exceed any eventual
     franchise(s) or deductible amounts provided in the insurance.

     The whole time used to repair the Vessel shall count as charter time, and,
     consequently, the Charterer shall be bound to pay the charter hire for such
     period.

9.9  In the event of total loss of the Vessel, all insurance payments for such
     loss may be paid to the Banks III, who shall distribute the insured sums
     among themselves, the Owner and the Charterer, in accordance with their
     respective interests. The Charterer undertakes to inform the Owner of any
     event whereby the Vessel may be declared a total loss under the terms of
     the insurance clauses.

10.  MORTGAGES

     The Owner as from the date hereof, irrevocably undertakes to create, on the
     Delivery Date, the Mortgage in favour of the Banks III to guarantee the
     return of Loan III by the Charterer.

     The Owner warrants that it has not agreed not shall agree to grant any
     other mortgage, lien or encumbrance other than the Mortgage over the
     Vessel.

11.  SALVAGE.

     Any salvage or towing performed by the Vessel shall be deemed performed for
     the exclusive benefit of the Charterer and the cost of repair of the damage
     caused to the Vessel on account of any such operations shall be exclusively
     borne by the Charterer.

12.  RESCUE AND SALVAGE OF THE VESSEL.

     In the event that the Vessel should sink or cause an obstruction to
     navigation, the Charterer shall be the sole party responsible for paying
     any amounts due to be paid on account of its sinking or obstruction or the
     consequences thereof. Consequently, the Charterer shall keep the Owner
     harmless from such costs and/or compensation payments.

     Similarly,  the Charterer shall fully assume any  liabilities  arising from
     the salvage of the Vessel.

13.  REQUISITION.

     In the event that the Vessel is requisitioned for hire by any governmental
     or other competent authority (the "Requisition for Hire"), irrespective of
     the date during the Term when Requisition for Hire may occur and
     irrespective of the length thereof, and whether or not this occurs for an
     indefinite or a limited period of time, and independently of whether it may
     or will remain in force for the remainder of the Term, the Agreement shall
     not be deemed thereby or thereupon to interrupted or cancelled, and the
     Charterer shall continue to pay charter hire in accordance with the
     provisions of this Agreement until termination hereof, in accordance with
     any provisions hereunder, and in no event shall there be a return of any
     amounts paid in advance; always taking into account that in the event of
     "Requisition for Hire", any compensation received or receivable by the
     Owner shall, if received by the Charterer, be retained by it and, if
     received by the Owner, shall be payable to the Charterer on the three
     business days following the date on which it is received by the Owner. As a
     complement to the foregoing, the Owner hereby irrevocably assigns to the
     Charterer the right to collect any amounts as payment in respect of any
     Requisition for Hire.

14.  WAR.

     Save as a result of requirements motivated by the Time-Charter Agreement
     (and provided that the relevant extra-premium is paid to maintain the level
     of insurance cover), the

<PAGE>

                                SWORN TRANSLATION

     Vessel may not be instructed to initiate or go to any place or on any
     journey, nor be used in services which may take it to any dangerous area as
     a result of a state of war or threat of war, hostilities, war operations,
     acts of piracy, hostility or sabotage against it or any other vessel or its
     cargo by any person, organisation or State, revolution, civil war, civil
     commotion, or the effects of the application of International Law, nor be
     exposed in any way to any risk or penalty which results in the imposition
     of sanctions, nor transport goods which may expose it in any way to risk of
     attachment, arrest, seizure, fines or any interference of any kind by the
     belligerent or fighting powers or parties or by any government or
     authority.

     The Vessel shall be free to comply with any order or instruction in respect
     of the departure, arrival, course, ports of call, stops, destinations,
     deliveries or any other order given by the government of the country under
     whose flagship the Vessel is sailing, or any other government, person
     (corporation) acting or attempting to act with the Authority of such
     government or committee or person entitled under the terms of the war risk
     insurance to give such orders or instructions.

     In the event of a breakout of hostilities, (with or without declaration of
     war) among any two or more States, none of the parties hereunder shall be
     entitled to cancel the Agreement.

15.  GROSS AVERAGE AND PARTICULAR AVERAGE

     In the case of gross average, the Owner shall not be obliged to disburse,
     pay, contribute to or in any other manner support the consequences which
     such general average has involved for the Vessel, its cargo, any third
     party, other ships and other cargoes. Therefore, irrespective of any rights
     the Charterer may have or hold against any third party in respect of such
     events, the Charterer shall be the sole Party having obligations with
     respect to the Owner, to repair the Vessel and to bear any consequences in
     respect of the gross average.

     The Owner hereby assigns to the Charterer any action or right to which it
     may be entitled against any third party as the result of gross average.

     The same rules shall apply in the event of a particular average.

16.  BILL OF LADING

     The Charterer will ensure that all of the Bills of Lading issued for the
     transport of goods under this Agreement contain the Paramount clause,
     encompassing any legislation whatsoever in relation to the liability of the
     carrier as may be compulsory in traffic. If such legislation does not
     exist, the British Carriage of Goods by Sea shall be included in the Bills
     of Lading. The Bills of Lading shall also include the revised New Jason
     clause and the Both-to-Blame Collision clause.

     The Charterer agrees to compensate the Owner for all consequences or
     liabilities resulting from the signing of the Bills of Lading or other
     documents by the Captain, Officers or agents.

17.  OTHER OBLIGATIONS OF THE CHARTERER

     17.1 Not to resolve on the dissolution of the Charterer until the
          completion of its obligations with regard to the Owner in accordance
          with this Agreement or any other Related Agreement.

     17.2 To communicate immediately to the Owner any inaccuracy observed in the
          data, documents or information provided thereto as a prerequisite for
          the execution hereof, and of the occurrence of any circumstance which
          could in any way adversely affect the rights or interests of the Owner
          derived from or in connection with this Agreement or the Vessel.

<PAGE>

                                SWORN TRANSLATION

     17.3 To apply for and/or keep in force whatever authorisations, licenses,
          permits or registration entries as are, currently or in the future,
          necessary for the execution and delivery of this Agreement or in order
          to operate the Vessel.

     17.4 In general, to use, possess and operate the Vessel in compliance with
          all applicable Spanish and international regulations, and not to
          operate nor to place the Vessel (or ensure that it does not operate or
          situate itself) in areas excluded from the cover of any of the
          insurances provided for in this Agreement.

     17.5 To pay in due time and form any amount which, in accordance with
          Spanish, international or local law of the country concerned, if not
          duly paid, could constitute a Maritime Lien and/or give rise to any
          kind of lien, encumbrance or attachment against the Vessel.

     17.6 Not to encumber the Vessel, nor to allow it to be encumbered, nor to
          allow any kind of lien or encumbrance to subsist on the Vessel other
          than the Mortgage mentioned in Recital II.

     17.6 To comply with the terms and conditions of the Loan Agreement II and
          other Related Agreements to which they are a party.

18.  CALL OPTION

     18.1 In accordance with the provisions of this Clause, the Owner hereby
          grants the Charterer a call option (the "Call Option I") over the
          Vessel. If the Call Option I is exercised, the purchase price of the
          Vessel shall be the amount set out in Schedule 2 (the "Selling Price
          I").

     18.2 The Charterer may at any time during the period falling between one
          hundred and eighty days (180) days and ninety (90) days prior to the
          Expiry Date, exercise the Call Option I by means of a letter sent to
          the Owner drafted in accordance with the form attached as Schedule 3
          to this Agreement, forming integral part hereof.

          If the Charterer exercises the Call Option I in the manner described
          above, the Charterer shall be necessarily obliged to pay the Owner, on
          the Expiry Date, the Selling Price I; pursuant to the payment of the
          Selling Price, the Charterer shall be entitled to acquire full title
          over the Vessel ("as is" on the Expiry Date and wherever it is located
          at such a time), for which purpose, the Owner and the Charterer shall
          execute, on the Expiry Date, any documents reasonably requested by the
          Charterer to the Owner and which are usual in this type of
          transactions, provided that on the Expiry Date or prior thereto, the
          Charterer should also have paid the Amounts owed by the Charterer or
          payable to the Owner hereunder.

     18.3 In the event that, after the expiration of the period provided under
          section (ii) above, the Charterer should not have exercised its Call
          Option I over the Vessel, the provisions of the following Clause shall
          apply.

     18.4 The provisions of this Clause concerning the Call Option I or the
          exercise thereof (and, also, the provisions of the following Clause
          concerning the Put Option I or the exercise thereof) shall in no way
          affect the Charterer's obligation to pay the charter hire in
          accordance with the payment schedule set forth in Schedule 1
          hereunder, nor any other obligation of the Charterer hereunder.

     18.5 The Selling Price I shall coincide with the remaining amount of the
          Deposit II on the Expiry Date, for which reason the payment of such
          Selling Price I shall be made by the Owner's debiting such amount to
          the Deposit II, all of which subject to the terms and conditions of
          Pledge II.

<PAGE>

                                SWORN TRANSLATION

19.  PUT OPTION

     19.1 The Charterer hereby grants the Owner a put option (the "Put Option
          I") over the Vessel, exclusively in the event that the former should
          not exercise the Call Option I to which it is entitled in accordance
          with the foregoing Clause.

          If the Put Option I is exercised, the sale and purchase price of the
          Vessel shall be the Selling Price I.

     19.2 The Owner may, at any time after the expiration of the period during
          which the Charterer could have exercised its Call Option I without
          having done so, at least ten (10) days prior to the Expiry Date,
          exercise the Put Option I, by means of a letter sent to the Charterer
          drafted in accordance with the form attached as Schedule 4 to this
          Agreement, forming integral part hereof.

     19.3 If the Owner exercises the Put Option I in the manner described above,
          the Charterer shall be necessarily obliged to pay on the Expiry Date,
          the Selling Price I; and to acquire on such date full title over the
          Vessel (as is at such time and wherever it is located at such a time),
          provided that on the Expiry Date it should not owe the Owner any
          amount, unless the Owner, at its sole discretion should decide to
          perform the sale ad purchase even in the absence of payment of these
          final amounts, without prejudice to subsequently claiming the payment
          thereof.

          On the Expiry Date, the Owner and the Charterer shall execute any
          documents reasonably requested by the Charterer to the Owner and which
          are usual in this type of transactions.

     19.4 As regards payment of the Selling Price, the provisions of section
          18.5 of Clause 18 above shall apply.

     19.5 Both in the case of the Call Option I or the Put Option I, the Vessel
          must be free of all liens and encumbrances created by the Owner, save
          for the Mortgage. Thus, the Vessel may be disposed of to the Charterer
          with any lien or encumbrance relating to maritime traffic and/or
          trade.

20.  AUTOMATIC EARLY TERMINATION OF THIS AGREEMENT

     In the event that:

     20.1. the relevant insurance Company should declare the Vessel to be a
          total loss or a constructive total loss, or

     20.2. the Vessel is expropriated by any government or other competent
          authority, or the Owner is in any other way deprived of the ownership
          of the Vessel by such authority, or

     20.3. the Owner loses legal title to the Vessel on account of any lien,
          encumbrance (other than the Mortgage), maritime lien, liability or any
          other event associated with trade or navigation, or

     20.4. the Owner loses legal title to the Vessel as a result of foreclosure
          of the Mortgage or as a result of any debt owed by the Charterer,

     20.5. the Shipbuilding Contract or the Sale and Purchase Agreement should
          be terminated in advance,

     this agreement shall be deemed terminated early on the date of occurrence
     of any of the foregoing events.

21.  CONSEQUENCES OF AUTOMATIC EARLY TERMINATION

     Upon the occurrence of an event of automatic early termination, the
     following shall apply:

     21.1. If the events occurred are as listed under sections 20.1 to 20.4
          above:

<PAGE>

                                SWORN TRANSLATION

          21.1.1 The Charterer hereby, taking into account (i) that the Owner
               has accepted to constitute a Mortgage (which, among other things,
               implies that the main beneficiary of the insurance in the event
               of total loss will be the Banks III up to the total amount owed
               by the Charterer), (ii) that the loss of title to the Vessel in
               the events of sections 20.3 and 20.4 of Clause 20 above would be
               based on debts incurred by the Charterer or as a result of
               maritime traffic or trade performed thereby, (iii) that in the
               event of loss of title over the Vessel according to the event of
               section 20.2 of Clause 20 above the amounts applied to repayment
               of Loan III will inure to the benefit of the Charterer as debtor
               of such Loan and (iv) the impairment to the net assets of the
               Owner entailed by the loss of the Vessel, in order to
               re-establish the balance between reciprocal obligations between
               the parties hereunder and under the Related Agreements,
               irrevocably undertakes not to claim the repayment of any amounts
               paid as charter hire up to the date thereof, which amounts have
               constitute firm payments without a right of repayment.

               In all such cases, the Charterer will pay the Owner the remaining
               amounts due under the Agreement until termination hereof
               (including the price of the options). As such amounts shall be
               the same as those owed by the Owner to the Bank II, the amounts
               owed by Bank II under Deposit II shall be deemed received by the
               Owner in performance of such obligation.

          21.1.2 If the event causing early termination were as provided in
               section 20.1 (total loss of the Vessel), amounts received from
               the insurance company shall be allocated in the following order:
               (i) to repayment of Loan III, up to the amount of the outstanding
               live balance thereof; (ii) to repayment of AIE's equity for the
               principal effectively contributed by the partners, plus an
               interest calculated at EURIBOR plus 2%; (iii) to the Charterer,
               to pay, as the case may be, and if it should be bound to do so,
               damages under the Time-Charter agreement executed with Repsol;
               (iv) to the AIE, to compensate the loss of tax financial return
               from the Tax Lease structure and (v) the excess, if any, to the
               Charterer.

          21.1.3 If the event causing early termination were as provided in
               section 20.2, the amounts obtained from the expropriating
               authority shall be allocated in the following order: (i) to
               repayment of Loan III, up to the amount of the outstanding live
               balance thereof; (ii) to repayment of AIE's equity for the
               principal effectively contributed by the partners, plus an
               interest calculated at EURIBOR plus 2%; (iii) to the Charterer,
               to pay, as the case may be, and if it should be bound to do so,
               damages under the Time-Charter agreement executed with Repsol;
               (iv) to the AIE, to compensate the loss of tax financial return
               from the Tax Lease structure and (v) the excess, if any, to the
               Charterer.

          21.1.4 If the event causing early termination were as provided in
               section 20.4, the amounts obtained from disposal of the Vessel
               shall be allocated in the following order: (i) to payment of any
               charges motivating the enforcement and disposal; (ii) to
               repayment of Loan III, up to the amount of the outstanding live
               balance thereof; (iii) to repayment of AIE's equity for the
               principal effectively contributed by the partners, plus an
               interest calculated at EURIBOR plus 2%; (iv) to AIE, to
               compensate the loss of tax financial return from the Tax Lease
               structure and (v) the excess, if any, to the Charterer.

          21.1.5 If the event causing early termination were as provided in
               section 20.4, the amounts obtained from the mortgage foreclosure
               shall be allocated, in the following order: (i) to repayment of
               Loan III, up to the amount of the outstanding live balance
               thereof; (ii) to repayment of AIE's equity for the

<PAGE>

                                SWORN TRANSLATION

               principal effectively contributed by the partners, plus an
               interest calculated at EURIBOR plus 2%; (iii) to AIE, to
               compensate the loss of tax financial return from the Tax Lease
               structure and the excess, if any, to the Charterer.

     21.2 In the event of early termination pursuant to the early termination of
          the Shipbuilding Contract and the Sale and Purchase Agreement, the
          provisions of the Sale and Purchase Agreement shall govern the
          relations between the Charterer and the Owner for the repayment of the
          amounts paid by the Owner on account of the purchase price of the
          Vessel.

22.  VOLUNTARY EARLY TERMINATION

     In the event that:

     22.1. the Charterer breaches its obligation to pay amounts into the
          Deposits in accordance with the provisions of the following Clauses or
          to pledge said amounts in favour of Bank II; or

     22.2 the Charterer breaches its maintenance or insurance obligations over
          the Vessel; or

     22.3 the Charterer should submit an application to be declared subject to
          suspension of payments or bankruptcy or, if, in this last case, the
          application comes from a third party and is admitted pursuant to a
          court resolution, or if the Charterer should acknowledge its inability
          to pay all or a substantial part of its debts upon maturity thereof or
          if it should initiate a renegotiation of all or a substantial part of
          its payment responsibilities, or

     22.4 if the Charterer should allow protests of acceptance or should in any
          way be in breach of any payment obligations vis-a-vis third parties in
          general for an amount exceeding 75,000 Euro or their equivalent, or

     22.5 if for any reason the Charterer should cease to conduct its business,
          resolve on its dissolution, liquidation or the closure of the majority
          of its commercial establishments, or

     22.6 the Charterer should breach any other material obligations hereunder,
          or

     22.7 the Vessel should be abandoned by the Charterer, or

     22.8 for reasons attributable to the Charterer the Owner (or its partners),
          in view of the fact that the former has not obtained or is not
          expected to obtain the expected economic or financial-accounting
          result for the present transactions (without limitation, such
          circumstance shall be deemed to occur in the event that the Owner
          cannot be registered, in respect of the Vessel, as a naval entity in
          the Registry for vessels and seafaring companies in the territory of
          the Autonomous Region of the Canary Islands, created by Additional
          Provision 15, Law 27/1992, or the Vessel cannot be registered with
          such registry, in both cases, for causes attributable to the
          Charterer), or

     22.9 if any of the Related Agreements were terminated early or should be
          declared null and void (save if for causes attributable to the Owner)

     the owner shall be entitled, but not obliged, to terminate early this
     Agreement forthwith.

23.  CONSEQUENCES OF A VOLUNTARY EARLY TERMINATION

     Upon the occurrence of an event of automatic early termination provided
     under Clause 22 above, the following shall apply:

     23.1 If any of the foregoing events should occur prior to delivery of the
          Vessel, early cancellation of the Sale and Purchase Agreement shall
          take place, with the consequences determined therein.

<PAGE>

                                SWORN TRANSLATION

     23.2 If any of the foregoing events should occur after the delivery of the
          Vessel, as well as there being no right to repayment of amounts
          already paid by the Charterer, the following shall apply:

          23.2.1 Put Option

          In the event of any of the foregoing events, the Charterer hereby
          grants the Owner a put option (the "Put Option II") over the Vessel,
          so that, if voluntarily exercised by the Owner, the sale of the Vessel
          in favour of the Charterer shall be deemed made on the date on which
          the Owner issues a notice of exercise of the Put Option.

          The Owner may exercise the Put Option II within 30 days following the
          date of early termination hereof.

          The selling price (the "Selling Price II") which the Charterer shall
          be necessarily obliged to pay shall be equal to the amount deposited
          at the time in the Deposit II, and shall be paid with the funds
          existing at such time, by the relevant debit thereof.

          The Owner and the Charterer shall execute any documents reasonably
          requested by the Charterer to the Owner and which are usual in this
          type of transactions.

          The Vessel shall be disposed of under the conditions provided in
          Clause 18.5 above.

          As well as the foregoing, if the event causing early termination were
          as provided in sections 22.1 or 22.2 above, and the Owner should
          exercise the Put Option II for such reason, the price payable by the
          Charterer for the Vessel shall be the Selling Price II increased by
          the amounts advanced, as the case may be, by the Owner for the
          aforementioned items, motivating the breach.

          If the event causing early termination were as provided in sections
          22.1 to 22.7 and 22.8 and 22.9 above (if in these two last cases it
          were for causes directly attributable to the Charterer), the Charterer
          shall compensate the Owner for all expenses and damages caused by its
          breach, including the loss of tax financial return from the Tax Lease
          structure, Subsidy 442 and Canary Islands Registry, and the costs of
          undoing hedging positions (derivatives) linked to such financial
          structure. If the result of settling such hedging transactions were
          positive, said amount shall be applied to the Charterer's
          aforementioned compensation obligation.

26.  EXONERATION OF LIABILITY AND COMPENSATION

     The Charterer may not incur in nor allow any kind of withholding or
     encumbrance for itself or through its agent, which could take priority over
     the title and interest of the Owner in and to the Vessel.

     The Charterer also agrees to place a plaque in a visible position on the
     Vessel, and to keep it there throughout the duration of the Agreement, with
     the following text:

     "This Vessel is the property of POSEIDON GAS, AIE, is chartered to NAVIERA
     F. TAPIAS GAS III, S.A., and, in accordance with the terms of a charter
     agreement, neither the Charterer nor the captain has any right, power or
     authority to effect or incur or to allow any kind of encumbrance to be
     imposed upon the Vessel".

     The Charterer shall compensate and shall keep the Owner harmless from any
     encumbrances of any nature whatsoever as may arise with regard to the
     Vessel during the Term or during any other period during which the Vessel
     is under the control of the Charterer, and from any claims against the
     Owner derived from the operation of the Vessel, or from any negligence on
     the part of the Charterer in relation to the Vessel or its operation. If
     the Vessel were to be arrested as a result of claims or encumbrances
     derived

<PAGE>

                                SWORN TRANSLATION

     from its operation by the Charterer, the Charterer shall take all
     reasonable steps, at its expense, in order to ensure that, within a
     reasonable length of time, the Vessel will be released and shall also
     deposit, also at its expense, a bond which will ensure the release of the
     Vessel.

     The foregoing representations and warranties include any claim whatsoever
     from a third party for reasons of civil liability relating to the Vessel or
     its cargo, claims from the captain or the crew, claims relating to gross or
     particular average, salvage of or by the Vessel, rescue of the Vessel or
     any other claim directly or indirectly related to navigation or maritime
     traffic.

25.  RETURN

     The Charterer shall at the end of the Term return the Vessel to the Owner,
     in the event of failure to exercise the options provided hereunder, at a
     safe port without ice, as set forth in box 16. The Charterer shall give a
     preliminary notice, at least 30 days in advance, and a final notice, at
     least 14 days in advance of the expected date, of the port of return of the
     Vessel. Any change as from such moment to the location of the Vessel must
     be immediately communicated to the Owner.

     Where the Vessel is on a voyage the duration whereof exceeds the Term, the
     Charterer may use the Vessel to complete the journey, if a reasonable
     calculation of the duration of the voyage allows the Vessel to be returned
     at a date similar to the date of termination of the agreement.

     The Vessel shall be returned to the Owner in the same or as good structure,
     state, condition and class as that in which she was delivered, fair wear
     and tear excepted, which does not affect its class.

     The Vessel, at the time of its return, shall have an up-to-date revision
     cycle and class certificates with validity lasting at least the number of
     months set forth in box 12.

26.  DEPOSIT II

     The Charterer hereby undertakes to make payments into Deposit II in the
     amounts provided in the Framework Agreement. The payments mentioned above
     shall be paid by the Charterer into such Deposit on the same date as it is
     to make payments to the Shipbuilder in accordance with the Shipbuilding
     Contract.

     Said amounts, although to be pledged in favour of Bank II to answer for the
     payment of Loan II by Pledge II, are deposited in their turn to secure the
     payments mentioned hereunder.

27.  ASSIGNMENT AND SUBLEASE

     This Agreement may not be assigned to third parties. The Vessel may be
     bareboat subleased by the Charterer with the prior consent of Banks II and
     of the Owner, provided that (i) the sub-lessees accept all obligations
     relating to navigation, insurance, maritime trade, registration and
     flagship of the Vessel provided hereunder; (ii) the aforementioned
     sub-lease in no way releases the Charterer from any of its obligations and
     commitments hereunder, including those mentioned in section (i) above.

28.  REGISTRATION

     The Vessel shall sail under the Spanish flag and shall be registered,
     together with this Agreement, with the Registry for vessels and seafaring
     companies in the territory of the Autonomous Region of the Canary Islands -
     Rebeca-, created by Additional Provision 15, Law 27/1992 and with the
     Commercial Registry.

     The Vessel, during the Term, may not be registered with any registry other
     than Rebeca nor, consequently, sail under a flag other than the Spanish
     flag.

<PAGE>

                                SWORN TRANSLATION

29.  NAME OF THE VESSEL.

     The name of the Vessel shall be as set forth in Box 5. Notwithstanding the
     foregoing, the Charterer may modify such name. Such change must be notified
     forthwith to the Owner, Banks II and Banks III.

30.  LIMITED RECOURSE.

     30.1 The Charterer, with express waiver of any right to which it may be
          entitled, including application of article 1911 of the Civil Code,
          hereby declares that the Owner shall only be liable against the
          Charterer for the Vessel, for any claim which the latter may have
          against the former relating to the Vessel or to this Agreement,
          excluding any other present or future goods or rights included,
          currently or in the future, in the assets of the Owner or its
          partners. Consequently, the Charterer may only enforce against the
          Vessel pursuant to any action its rights against the Owner.

     30.2 Similarly, the Owner, with express waiver of any right to which it may
          be entitled, including application of article 1911 of the Civil Code,
          hereby declares that the Charterer shall only be liable against the
          Owner for any claim which the latter may have against the former for
          payment of the charter hire and/or the sale and purchase price of the
          Vessel and/or amounts payable as a direct result of the early
          termination hereof, with Deposit II, excluding any other present or
          future goods or rights included, currently or in the future, in the
          assets of the Charterer or its partners. Consequently, the Owner may
          only enforce against Deposit II pursuant to any action its rights in
          such cases.

          Any other payment not expressly mentioned in the foregoing paragraph
          is excepted from the limited recourse agreement provided in this
          section 30.2, including, without limitation, any claim made by the
          Owner to the Charterer as a result of (a) any third party claim
          against the Owner derived from any act, fact or circumstance or event
          relating hereto, to the Vessel or to its navigation or maritime trade
          (Clause 24 above); (b) payment of the Vessel's insurance by the Owner,
          in the event that the Charterer should have failed to pay such
          insurance; (c) compensation obligations provided hereunder and (d) any
          kind of expense or tax relating hereto or to the performance hereof,
          in accordance with Clause 32 below, which must be borne by the
          Charterer.

     This Clause shall remain in force although the agreement should be early
     terminated, so that, although it should be terminated prior to the Delivery
     Date, the Owner shall repay Loan II in the form and manner provided
     hereunder.

31.  NET PAYMENTS

     All amounts which the Charterer is obliged to pay under this Agreement
     shall be paid without any deductions or withholding tax, and the Charterer
     shall bear any taxes and expenses which may apply to such payments,
     currently or in the future, but excluding in any event, Companies' Tax (or
     any tax replacing it) which applies to the returns obtained by the Owner.
     If for any reason the Charterer should be irredeemably obliged to make a
     deduction or withholding, it shall do so, but shall pay the Owner such
     complementary amounts as may be necessary, in order that the amounts paid
     by the Charterer shall be the same as if such deductions or withholdings
     did not exist.

32.  EXPENSES AND TAXES

     The Charterer shall undertake the obligation to pay any expenses, taxes,
     duties, encumbrances, professional fees, Notaries Public and registries
     (administrative and commercial) and other current or future items which may
     arise or accrue as a result of the execution of this Agreement or the
     performance thereof, and any provisions hereunder, including put and call
     options, assignments or rights etc. Similarly, the Charterer shall bear any
     taxes which currently or in the future may apply to the property or
     possession of

<PAGE>

                                SWORN TRANSLATION

     vessels such as the Vessel, even if such taxes are payable by the Owner.
     Notwithstanding the foregoing, taxes on capital gains resulting from the
     sale of the Vessel as a result of the exercise of the call or put options
     mentioned above shall be exempted from the foregoing, as shall the
     Companies' Tax applicable to returns obtained by the Owner.

33.  ENTRY INTO FORCE

     This Agreement shall enter into force simultaneously to the execution and
     entry into force of the Related Agreements.

34.  APPLICABLE LAW AND JURISDICTION

     This Agreement shall be governed by English law.

     The parties hereby submit to the jurisdiction of the High Court of England
     and Wales for the resolution of any disputes, litigations or controversies
     as may arise herefrom.

And, in witness whereof, both parties hereby sign the present agreement in three
counterparts, to one sole effect, at the place and date mentioned above.


        [illegible signature]                     [illegible signature]
-------------------------------------   ----------------------------------------
              THE OWNER                               THE CHARTERER