Exhibit 10.17


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 2044


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-ten Ltd.


AS “Buyer”


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED
MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS
(*****). 


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TABLE OF CONTENTS


	
  

 	
  

 
	
 PREAMBLE

 	
 3

 
	
 ARTICLE I HEALTH, SAFETY,
 SECURITY AND ENVIRONMENT (“HSSE”)

 	
 4

 
	
 ARTICLE II GENERAL
 REQUIREMENTS

 	
 9

 
	
 ARTICLE III DIMENSIONS,
 DEADWEIGHT, SPEED, FUEL CONSUMPTION

 	
 12

 
	
 ARTICLE IV CLASS AND
 REGULATIONS

 	
 14

 
	
 ARTICLE V DELIVERY

 	
 16

 
	
 ARTICLE VI DISCHARGE OF
 LIENS

 	
 22

 
	
 ARTICLE VII PRICE, PAYMENT, REFUND, CURRENCY AND PAYMENTS

 	
 23

 
	
 ARTICLE VIII ADJUSTMENTS TO
 CONTRACT PRICE

 	
 28

 
	
 ARTICLE IX DEFAULT IN
 PAYMENT

 	
 32

 
	
 ARTICLE X BUILDER’S PAYMENT AND REPAYMENT, AND INTEREST THEREON

 	
 33

 
	
 ARTICLE XI BANK GUARANTEE

 	
 34

 
	
 ARTICLE XII BUYER-FURNISHED EQUIPMENT

 	
 35

 
	
 ARTICLE XIII INSURANCE

 	
 36

 
	
 ARTICLE XIV BUILDER’S GUARANTEE

 	
 39

 
	
 ARTICLE XV ALTERATIONS AND
 APPROVALS

 	
 44

 
	
 ARTICLE XVI INSPECTION

 	
 47

 
	
 ARTICLE XVII TRIALS

 	
 50

 
	
 ARTICLE XVIII INDEPENDENT
 CONTRACTOR; SUBCONTRACTING

 	
 53

 
	
 ARTICLE XIX TAXES AND
 DUTIES

 	
 54

 
	
 ARTICLE XX GOVERNMENTAL APPROVALS AND LICENSES

 	
 55

 
	
 ARTICLE XXI LAWS AND
 PERMITS; CONFLICTS

 	
 56

 
	
 ARTICLE XXII INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 	
 58

 
	
 ARTICLE XXIII CONTRACTUAL
 RESPONSIBILITIES AND PROCEDURES; AUDIT RIGHTS

 	
 60

 
	
 ARTICLE XXIV CONTRACT AND AMENDMENTS; CONSTRUCTION

 	
 62

 
	
 ARTICLE XXV ARBITRATION

 	
 64

 
	
 ARTICLE XXVI NOTICES

 	
 66

 
	
 ARTICLE XXVII EFFECTIVE
 DATE

 	
 68

 
	
 SCHEDULE 1

 	
 1

 
	
 APPENDIX A: FORM OF LETTER
 OF GUARANTEE

 	
 2

 
	
 APPENDIX B: PROTOCOL OF
 DELIVERY AND ACCEPTANCE

 	
 5

 
	
 APPENDIX C: FORM OF
 TRI-PARTITE AGREEMENT

 	
 6

 
	
 APPENDIX D: FORM OF
 PERFORMANCE GUARANTEE

 	
 10

 



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PREAMBLE


THIS
CONTRACT (hereinafter called the “Contract”) made and entered into on July 3,
2011, by and between:


Samsung Heavy Industries Co., Ltd., a corporation incorporated and existing
under the laws of the Republic of Korea, having its registered office at 34th
Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea,
137-857 (hereinafter called the “Builder”), on the one part, and 


GAS-ten Ltd. a corporation organized and existing under the laws of Bermuda having
the registered office at Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda (hereinafter called the “Buyer”), on the other part; and taken together
referred to as the “Parties”; 


WITNESSETH


In
consideration of the mutual covenants herein contained, the Builder agrees to
design, build, launch and complete one (1) single screw dual fuel electric propulsion
driven Liquefied Natural Gas (“LNG”) carrier as described in Article II(a) at
the Builder’s shipyard located on Geoje Island, Korea (hereinafter called the
“Shipyard”) and to deliver and sell the same to the Buyer, and the Buyer hereby
agrees to purchase and accept delivery of the Vessel from the Builder and to
pay for the same upon the terms and conditions hereinafter set forth. 


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ARTICLE I HEALTH, SAFETY, SECURITY AND ENVIRONMENT

(“HSSE”)


	
  

 	
  

 	
  

 
	
 (a)

 	
 HSSE
 Management System 

 
	
  

 	
  

 
	
  

 	
 The
 Buyer places utmost importance on HSSE and requires Builder and its
 subcontractors to subscribe to and actively pursue the highest HSSE
 standards. The Builder confirms that it also is committed to health, safety,
 security and protection of the environment and that the Builder has a written
 statement of health, safety, security and environmental conservation policy
 which is actively supported and compatible with the Buyer’s HSSE policies.
 The Builder undertakes to observe and comply with the following HSSE provisions:
 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder shall fulfill the requirements of the Specification. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 The
 Builder’s HSSE management system shall be adequately documented and shall be
 shown to be effective in implementing the Builder’s written HSSE policy. This
 system shall include metrics which demonstrate that all of its employees and
 its sub-contractors’ employees are competent to perform their tasks safely
 and ensure that in performance of its obligations under this agreement, all
 hazards to the health, safety and security of such employees, including
 Buyer’s employees and contractors, have been identified, assessed and
 eliminated where possible or are being controlled using formal planning
 methods and procedures. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 The
 Builder shall be responsible for ensuring that all of its sub-contractors and
 their employees understand the principles and requirements of the HSSE
 provisions set out in this Article and that its sub-contractors apply
 equivalent standards in their HSSE management systems. 

 
	
  

 	
  

 
	
 (b)

 	
 Compatibility
 of HSSE Management Systems 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder’s HSSE management system shall, where relevant, be compatible with
 the Buyer’s HSSE management system. The Builder shall liaise with the
 authorized Representative to ensure that the roles

 


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 and responsibilities in
 both systems are clearly defined and allocated and are clearly understood by
 all parties involved in the construction of the Vessel. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 Within
 the framework of the Builder’s HSSE management system, the Builder shall
 apply HSSE performance standards which are compatible with those in the
 Buyer’s HSSE management system. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 All
 critical interfaces between the Builder and the Buyer shall be documented in
 the Builder’s Safety Management System Document. 

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE
 Plan 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder shall prepare a document, known as the “HSSE Plan”, for the
 management of all HSSE aspects of the performance of its obligations under
 this Contract. The Builder’s HSSE Plan shall be based on the requirements of
 the Builder’s HSSE management system and shall incorporate a “Bridging
 Document” identifying all critical interfaces between the Builder and the
 Buyer. No work on the construction of the Vessel or the fabrication of any
 blocks or sub-assemblies shall be commenced by the Builder or any of its
 subcontractors until the Builder’s HSSE Plan has been prepared and agreed
 with the Buyer. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 The
 Builder’s HSSE Plan shall include a “Risk Assessment Template” which shall be
 used to perform a risk assessment of all identifiable HSSE risks associated
 with the performance by the Builder of its obligations under this Contract
 and indicating the proposed
 method of controlling those risks to an acceptable level. It shall also
 include measurable and realistic targets for HSSE performance. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 The
 Builder’s HSSE Plan shall include details of the method of auditing the
 effectiveness of the Builder’s HSSE management system as applied to the
 performance of its obligations under this Contract. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 The
 Builder undertakes to submit progress drafts of the HSSE Plan, including the
 Bridging Document, to the Buyer, at intervals of not more than thirty (30)
 days, to enable the Buyer to review it and to propose amendments during its
 development. The Builder shall submit

 


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 the final version of the HSSE Plan,
 including the Bridging Document, to the Buyer for final approval no later
 than one hundred (100) days after the date of signature of this Contract. The
 Builder’s HSSE Plan, once approved by the Buyer shall form part of this
 Contract and shall be reviewed at least annually and updated as necessary to
 incorporate any changes to this Contract or the performance of the Builder’s
 obligations under this Contract. 

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Reporting
 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder shall issue a monthly written HSSE report to the Buyer, covering the
 following matters in relation to the performance of this Contract: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effectiveness
 of the HSSE Plan. 

 
	
  

 	
  

 	
 An
 overview of all accidents and near-miss events.

 
	
  

 	
  

 	
 Performance
 against HSSE targets.

 
	
  

 	
  

 	
 Total
 working hours for all personnel. 

 
	
  

 	
  

 	
 Details
 of the quantity and nature of any emissions and wastes generated. 

 
	
  

 	
  

 	
 A
 summary of the status of any remedial actions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 The
 Builder shall also issue an annual HSSE report to the Buyer which summarizes
 the Builder’s and its sub-contractors’ HSSE performance in the performance of
 the Builder’s obligations under this Contract in the preceding year. This
 report shall include the cumulative total number of accidents, near-misses and
 hours worked. 

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Statutory
 and Other Requirements 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 In
 the performance of its obligations under this Contract the Builder shall
 observe and comply with, and shall ensure that all of its employees comply
 with, all applicable laws and regulations, approved and international
 standards and codes of practice and with all official guidance on HSSE
 matters, in each case as current from time to time during the term of this
 Contract. 

 



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 ii)

 	
 The
 Builder warrants that it is familiar with all of the requirements in
 sub-clause (i) above and the implications thereof for the performance of its
 obligations under this Contract and that it has allowed for compliance with
 all such requirements in the Contract Price. 

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 Working
 Conditions 

 
	
  

 	
  

 
	
  

 	
 The
 Builder shall ensure that all of its employees and sub-contractors’ employees
 are: 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 fully
 conversant with the working conditions at the Shipyard, the Builder’s rules
 and standards relating to the environment and the hazards and risks
 associated with the construction of the Vessel; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 fully
 aware that they are under an obligation to bring to the immediate notice of
 their supervisor any HSSE risk which they believe has not been adequately
 assessed and is not under adequate control, so that the Builder can take
 immediate appropriate action to prevent
 potential death, injuries, or other losses and provide a safe, secure and
 healthy workplace.

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Operational
 Health and Medical Fitness 

 
	
  

 	
  

 
	
  

 	
 The
 Builder shall ensure that all of its employees and sub-contractors’ employees
 are medically fit for the work they are required to do in the performance of
 this Contract. 

 
	
  

 	
  

 
	
 (h)

 	
 Waste
 disposal and Environmental Safeguards 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder shall ensure that all of its sub-contractors shall at all times
 minimize the total quantity of wastes arising in the performance of this
 Contract. 

 
	
  

 	
  

 
	
  

 	
 ii)

 	
 The
 Builder shall, both during and after performance of its obligations under
 this Contract, observe and comply with all applicable laws and regulations
 controlling the production, carrying, keeping, treating and/or disposal of
 wastes. 

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Right
 of Audit 

 


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 The
 Buyer reserves the right to audit the Builder and its sub-contractors and
 their respective premises in connection with the performance of this Contract
 to assure itself that HSSE matters are being managed and controlled in
 accordance with the declared requirements of the Builder’s HSSE management
 system. 

 
	
  

 	
  

 
	
 (j)

 	
 Remedies
 for HSSE Defaults 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 Pursuant
 to Article XVI herein, the Buyer will appoint a Buyer’s site HSSE
 Representative as one of its Representatives to be present at the Shipyard
 throughout the term of this Contract. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 If,
 in the sole and reasonable opinion of such Buyer’s site HSSE Representative,
 the Builder is failing at any time to comply with the Builder’s HSSE
 management system and/or the HSSE Plan, the Buyer’s site HSSE Representative
 shall notify the Builder in writing of such failure, stating the remedial
 steps to be taken by the Builder, a reasonable time within which they are to
 be implemented and stating whether or not he requires construction of the
 Vessel, or any part thereof, or commissioning, testing, or trials thereof to
 be suspended until the failure has been remedied. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 The
 Builder shall immediately commence implementation of the remedial steps set
 out in the notice referred to in sub-clause (ii) above and, if required
 pursuant to such notice, shall immediately suspend construction of the
 Vessel, or the relevant part thereof, or commissioning, testing, or trials
 thereof, as the case may be until the failure has been remedied. Any delay
 due to a suspension under this Article shall be considered a delay caused by
 Builder. 

 


8 of 68





ARTICLE II GENERAL REQUIREMENTS


THE VESSEL 


	
  

 	
  

 
	
 (a)

 	
 The
 Builder shall, at the Shipyard, design, construct, launch, equip, supply, and
 in all respects complete so as to be ready for immediate operation, and
 deliver to the Buyer a 154,800 cubic meter LNG carrier, to be designated as
 Hull No. 2044, together with all machinery, materials, parts, supplies,
 equipment, appurtenances, and all other items necessary to and for the said
 construction, completion, delivery, and operation of the Vessel. 

 
	
  

 	
  

 
	
 (b)

 	
 The
 Vessel shall be designed, built and completed as subsequent vessels of HN1641
 in accordance with the following Specifications, Plans, Manufacturers List
 and Minutes: 

 
	
  

 	
  

 
	
 Technical
 Specifications (hereinafter called “Specifications”) 

 
	
  

 	
 Specification
 shall be in accordance with the Plans, Manufacturers List and Minutes of
 Meeting. 

 
	
 Plans
 (collective hereinafter called “As-Built Plan”) 

 
	
  

 	
 As-built
 Plans have been prepared for HN1641s based on the Specification, together
 with any additions or amendments thereto agreed in written between the
 parties as of dated April 14, 2010. 

 
	
  

 	
  

 
	
 Manufacturers
 List 

 
	
  

 	
 Manufacturers
 of equipment shall be identical to agreed manufacturers applied for HN1641
 series built except following systems; 

 






	
  

 	
  

 	
  

 
	
 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 Cargo Safety valve

 	
  

 	
 FUKUI

 
	
 Elevator

 	
  

 	
 HYUNDAI ELEVATOR

 
	
 HV Main and Cargo

 	
  

 	
 HYUNDAI H.I. or

 
	
 Distribution Transformer

 	
  

 	
 KOC ELECTRIC

 
	
 Centralized UPS

 	
  

 	
 POWERWARE Agent in Korea

 
	
 (POWERWARE)

 	
  

 	
  

 
	
 Integrated Navigation
 System

 	
  

 	
 FURUNO

 


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 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 CCTV system

 	
  

 	
 SAMSUNG

 
	
 Cargo Containment System

 	
  

 	
 Selection of supplier of
 material to be builder’s option subject to GTT’s approval & Buyer’s
 approval that will not be unreasonable withheld.

 
	
 *’ Main Generator Engine (DF engine)

 	
  

 	
 Wartsila-Hyundai or MAN Diesel Licensee (STX engine)

 
	
 * Integrated Automation System (IAS)

 	
  

 	
 Kongsberg or Samsung

 
	
 * Electric Propulsion Package

 	
  

 	
 ABB or Converteam

 






	
  

 	
  

 
	
  

 	
 *) For the marked three (3) items,
the Buyer shall assist the Builder, to the maximum possible extent, to achieve cost
competitiveness for the above systems. The Buyer and the Builder shall
mutually agree on the selection of Manufacturer in good faith
which will not have an impact on the Contract Price. 

 




Minutes of Meeting 


	
  

 	
  

 
	
  

 	
 Technical
 clarification for 155,000m3 LNG Carrier Vessels (DFDF) (HN1641s repeat) dated
 September 24, 2009. 

 
	
  

 	
  

 
	
  

 	
 Notwithstanding
 the foregoing, the Builder is encouraged to apply innovations and
 improvements in technology within the functional intent of the
 Specifications, particularly in the areas of rapidly developing sectors of
 the shipbuilding industry, such as, environmental protection, electronics,
 controls, communications, navigation, etc. If in the judgment of the Builder,
 these improvements exceed the Contract requirements, they shall be considered
 as provided in Article XV. 

 
	
  

 	
  

 
	
  

 	
 Should
 there be any discrepancy between this Contract and the Plans or the
 Specifications, the provisions of this Contract shall prevail. Should there
 be any discrepancy between the Specifications and the Plans, the As-built
 Plans shall prevail. When there is no specific description in the
 Specifications, Builder shall apply generally accepted shipbuilding practices
 applied to the construction of the HN1641 series.. 

 
	
  

 	
  

 
	
 (c)

 	
 The
 Builder, at its expense, shall, unless otherwise specifically provided
 herein, procure and furnish all items and permissions necessary to perform
 its

 


10 of 68









	
  

 	
  

 
	
  

 	
 obligations hereunder including, but not limited to, (i) specifications
 (in addition to the Specifications), labor, machinery, materials, parts,
 supplies, equipment, appurtenances, and (ii) licenses, permits, inspections,
 surveys and approvals. 

 
	
  

 	
  

 
	
 (d)

 	
 Shifting
 and Cargo Containment System Installation: 

 
	
  

 	
  

 
	
  

 	
 The
 shifting of the VESSEL during cargo containment construction will be avoided
 as far as practicable particularly during triplex bonding work. If BUILDER
 wishes to shift the vessel at any time during vessel construction the
 agreement of the BUYER must first be obtained. If movement of the vessel is
 inevitable due to environmental circumstances but not just for BUILDER’s
 convenience, the BUILDER will inform to the BUYER prior to the shifting of
 the VESSEL. Before moving the VESSEL triplex work and other time critical
 work shall be stopped for an amount of time agreed by BUYER and BUILDER
 before the VESSEL is moved. Upon agreement of BUYER, work shall restart after
 preparation of proper working condition. Double Banking is not allowed
 without BUYER’s approval. 

 
	
  

 	
  

 
	
  

 	
 At
 a minimum of three (3) months prior to the VESSEL’s steel cutting milestone,
 BUILDER’s proposal for the secondary barrier bonding process and the
 documentation detailing this process shall be submitted to BUYER for
 approval. BUILDER’s submission shall include, at minimum, GTT and
 Classification Society’s approval of BUILDER’s proposed process and OTT and
 Classification Society’s underlying report that supports each organization’s
 approval of the process including suitability and approval of glue, triplex,
 and all bonding components. BUYER shall review the submitted documentation
 and shall either accept or reject within twenty-eight (28) days BUILDER’s
 proposed process. Unless otherwise agreed by BUYER, BUILDER shall resubmit
 its proposal for BUYER’s approval prior to the VESSEL’s steel cutting
 milestone. BUYER
 shall review the re-submitted documentation and shall either accept or reject
 within twenty-eight (28) days BUILDER’ s proposed process. 

 


11 of 68






ARTICLE III DIMENSIONS, DEADWEIGHT, SPEED, FUEL

CONSUMPTION


	
  

 	
  

 
	
 (a)

 	
 The basic dimensions of the
 Vessel shall be: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Parameter

 	
  

 	
 Value

 	
  

 	
 Units

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Length, overall

 	
  

 	
 285

 	
  

 	
 meters

 
	
 Length, between
 perpendiculars

 	
  

 	
 274

 	
  

 	
 meters

 
	
 Breadth, moulded

 	
  

 	
 43.4

 	
  

 	
 meters

 
	
 Depth, moulded to upper
 deck at side

 	
  

 	
 26.0

 	
  

 	
 meters

 
	
 Design draft, moulded

 	
  

 	
 11.5

 	
  

 	
 meters

 
	
 Summer loaded draft,
 moulded

 	
  

 	
 12.1

 	
  

 	
 meters

 
	
 Scantling draft, moulded

 	
  

 	
 12.5

 	
  

 	
 meters

 
	
 Cargo Containment System

 	
  

 	
 GTT
 Mark-III Membrane

 
	
 Minimum Cargo tank capacity
 (100% at 20oC)

 	
  

 	
 154,800

 	
  

 	
 Cubic
 meters

 
	
 Boil Off Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic
 meters

 
	
 Air Draft above baseline
 with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement at design
 draft

 	
  

 	
 105,900

 	
  

 	
 Metric
 tons

 
	
 Displacement at summer
 draft

 	
  

 	
 112,200

 	
  

 	
 Metric
 tons

 






	
  

 	
  

 
	
 (b)

 	
 The
 deadweight capacity (hereinafter called “DWT”) of the Vessel defined in the
 Specifications, shall be 74,600 metric tons in salt water of 1.025 specific
 gravity on the design draft (moulded) of 11.5 meters (“Design Draft”). 

 
	
  

 	
  

 
	
  

 	
 Should
 the final draft on delivery be more than the Design Draft plus or minus any
 draft changes clue to Alterations, as defined in Article XV, a payment for
 such deficiency shall be allowed, as specified in Article VII1(b). 

 
	
  

 	
  

 
	
 (c)

 	
 The
 main generator unit for the Vessel shall consist of four (4) dual fuel engines
 to be assembled and tested by WARTSILA-HYUNDAI ENGINE COMPANY(WHEC) having a
 propulsion shaft power of 24,950 kW at about 87.5 rpm. 

 


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 (d)

 	
 The
 Vessel is guaranteed to obtain a service speed of 19.5 knots, measured during
 sea trials as defined in the Specifications. 

 
	
  

 	
  

 
	
 (e)

 	
 The
 specific fuel consumption of each main generator engine with engine driven
 pumps shall be measured at manufacturer’s shop trial with 5% tolerance. The
 figures below shall be based on arithmetic average value of total engines. If
 the shop trial conditions are different from the conditions below, the
 results shall be corrected in accordance with the manufacturer’s standards. 

 
	
  

 	
  

 
	
  

 	
 Gas
 operation 

 
	
  

 	
  

 
	
  

 	
 Specific
 energy consumption value at MCR with engine driven pumps shall be 7,300
 kJ/kWh, with 1.0g/kWh for pilot fuel. 

 
	
  

 	
  

 
	
  

 	
 Operation
 on back-up fuel: marine gas oil (MGO) 

 
	
  

 	
  

 
	
  

 	
 Specific
 fuel oil consumption value at MCR with engine driven pumps shall be 190g/kWh.
 

 
	
  

 	
  

 
	
  

 	
 Fuel
 consumption at MCR shall be measured according to ISO 3046/1-1995, using MGO
 with lower heat value of 42,700 kJ/kg. 

 


13 of 68





ARTICLE IV CLASS AND REGULATIONS


	
  

 	
  

 
	
 (a)

 	
 The
 Vessel, including its machinery, equipment, and outfittings, shall be classed
 with the American Bureau of Shipping (hereinafter called the “Classification
 Society”), and shall be built to Class X A1, , Liquefied gas carrier, ship type 2G
 (Membrane tank, Maximum pressure 25 kPaG and minimum temperature -163oC), SH,
 SH-DLA, SHCM, RES, X AMS, X ACCU, SFA(40), NIBS, X APS, ENVIRO, PORT, POT, CRC, DFD, UWILD.
 The Vessel shall comply with all applicable laws, rules, and regulations. The
 Vessel shall also comply with recommendations and requirements set forth in
 the Specification recommendations and requirements set forth in the
 Specifications including those amendments which are being officially
 declared, published by the concerned authority and to be compulsory applied
 to the Vessel and which shall be brought into force within five (5) years
 after Contract (as defined in the ABS’s “Summary of SOLAS, MARPOL, Load Line,
 AFS and BWM Requirements to be Complied with in 2007 and Beyond for All Ship
 Types - Oct 2009”). 

 
	
  

 	
  

 
	
 (b)

 	
 The Builder,
 at its expense, shall obtain certificates as provided in the Specifications
 and deliver such to the Buyer in triplicate (one (1) original and two (2)
 copies). If formal certificate(s) cannot be obtained upon the Vessel’s
 Delivery, the Builder may furnish provisional one(s) in substitution for the
 formal certificate(s). The Builder shall pay the charges for official
 inspection and certifications required by the Government of Registry
 specified in Specifications, and the registration of the Vessel shall be the
 responsibility of the Buyer. 

 
	
  

 	
  

 
	
 (c)

 	
 Any
 revisions to the drawings set forth in Article II which may be required by
 the Classification Society shall be implemented by the Builder without any
 cost to the Buyer; provided that this will only apply to revisions which are
 based upon standards of the Classification Society in effect on the date of
 this Contract. In the event that there should be any amendments or additions
 not identified in the Specifications, following the date of this Contract, to
 the laws,

 


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 rules, or regulations
 of any governmental or regulatory body, or the Classification Society, which
 require any compulsory revision(s) of or to the Plans and Specifications or
 to this Contract, the Buyer shall authorize any such revision(s) to the
 Vessel that are necessary to comply with such amendments or additions unless
 the Buyer shall obtain from such governmental or regulatory body a written
 waiver of compliance therewith. In the event that Alterations (as defined in
 Article XV(a)) are required, they shall be handled in accordance with the
 provisions of Article XV. 

 


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ARTICLE V DELIVERY


	
  

 	
  

 
	
 (a)

 	
 The
 Vessel shall be delivered to the Buyer (hereinafter called the “Delivery”)
 fully complete, supplied (including lubricating oil and fresh water in the
 system but excluding ship’s stores such as food, utensils, miscellaneous
 consumables, etc.) and ready for immediate operation, after having passed the
 tests and met the standards set forth in the Specifications and Articles III,
 IV, and XVII hereof on or before ***** 2015 (hereinafter called the “Delivery
 Date”). The Buyer may delay Delivery beyond the Delivery Date by giving
 written notice of the revised date (herein after called “Revised Delivery
 Date”) for Delivery not later than two (2) months before keel laying of the
 Vessel. Buyer may give up to only one (1) notice for a delay of [90]
 days. Notwithstanding the foregoing, in the event defects that could affect
 the Vessel’s seaworthiness or impair the operation of Vessel are discovered
 after the Vessel has passed the tests and met standards set forth in the
 Specifications and prior to Delivery of the Vessel, Buyer shall have the
 right to require the Builder to make the necessary correction(s) at the
 Builder’s expense prior to Delivery. 

 
	
  

 	
  

 
	
 (b)

 	
 The
 Builder shall use its best efforts and all due diligence and dispatch,
 including, but not limited to, the ordering, expediting and inspection of all
 machinery, parts and materials, to complete and deliver the Vessel on or
 prior to the Delivery Date. 

 
	
  

 	
  

 
	
 (c)

 	
 The
 Builder shall assist the Buyer to bunker and store the Vessel (beyond the
 conditions set forth in Article V(a) above) at Buyer’s expense to be ready
 for departure. Delivery shall be made at the Shipyard at a wharf side where
 there shall be sufficient water for the Vessel always to be afloat and from
 which it can safely depart, or at such other safe and secure place as may be
 mutually agreed. Upon Delivery, the Vessel shall be free and clear of all
 liens, encumbrances, taxes and claims of any nature. 

 


16 of 68









	
  

 	
  

 
	
 (d)

 	
 If,
 at any time, either the commencement of construction, construction or
 Delivery of the Vessel or any performance required hereunder as a
 prerequisite to the Delivery thereof is delayed by any of the following
 events: namely war, acts of state or government, blockade, revolution,
 insurrections, riots, strikes, sabotage, lockouts or other labor disturbances
 (excluding disturbances within the control of the Builder), Acts of God,
 plague or other epidemics, quarantines, prolonged failure or restriction of
 electric current, freight embargoes, earthquakes, tidal waves, typhoons,
 hurricanes, unusually prolonged or unusually severe weather conditions,
 destruction of the premises of works of the Builder or its subcontractors, or
 of the Vessel, or any part thereof, by fire, landslides, flood, lightning,
 explosion, or other causes beyond the reasonable control of (and not caused
 by the actions of) the Builder or its subcontractors, as the case may be
 (collectively called “Force Majeure”), then, in the event of delays due to
 the happening of any of the aforementioned contingencies, the number of days
 by which Delivery is late under this Contract (i.e., after the scheduled
 Delivery Date of the Vessel) shall be reduced, subject to the provisions of
 this Article V(d), by a period of time which shall not exceed the total
 number of working days lost due to such delays. Notwithstanding the
 foregoing, acts of commission or omission (irrespective as to negligence and
 whether voluntary or compulsory) of employees, independent contractors or
 subcontractors, representatives, agents, or others engaged by the Builder,
 including their officers, employees, crews, inspectors, and pilots (whether
 voluntary or compulsory) shall not excuse the Builder for delay hereunder. 

 
	
  

 	
  

 
	
 (e)

 	
 The
 Builder shall notify the Buyer in writing within ten (10) days after the
 beginning of any period of claimed delay as to the facts establishing that
 the claimed delay is excusable pursuant to Article V(d) and the estimated
 period of delay. The Buyer shall have the right to verify the basis of the
 claimed delay and, if there is a disagreement, the issue shall be resolved by
 arbitration in accordance with the provisions of Article XXV. An extension of
 the Delivery Date shall only be allowed if the event(s) above designated
 adversely affects the Delivery Date of the Vessel, as determined
 on the date that the

 


17 of 68









	
  

 	
  

 	
  

 
	
  

 	
 Vessel is actually delivered. Should the Builder fail to
 timely give required notice under this Article V(e) demonstrating that the
 claimed event(s) directly affect the Delivery Date, it shall not be excused
 for any such delay. 

 
	
  

 	
  

 
	
 (f)

 	
 If,
 following any notice (oral or written) by Builder of a delay, Buyer
 determines in its reasonable discretion (taking into account the opinion of
 Builder), other than due to delays caused by the Buyer, that Delivery of the
 Vessel likely will be delayed for any reason whatsoever (including without
 limitation Force Majeure) for a period of more than two hundred (200) days
 beyond the Delivery Date, the Buyer shall have the following options: 

 
	
  

 	
  

 
	
  

 	
 i)

 	
 to
 continue this Contract reserving Buyer’s right to liquidated damages for the
 time period that late Delivery is not excused by Force Majeure (if properly
 claimed) as provided in Article VIII(a); or 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 to
 cancel this Contract, in which event the Buyer shall be entitled to a refund
 in accordance with Article VII(g) and no liquidated damages. 

 
	
  

 	
  

 	
  

 
	
  

 	
 If
 Builder gives Buyer written notice of a delay under Article XXVI, Buyer shall
 have thirty (30) days to exercise the rights under this subarticle (f) with
 respect to such delay (though further delays still remain subject to Buyer’s
 rights under this subarticle (f)). 

 
	
  

 	
  

 
	
 (g)

 	
 i)

 	
 Should
 the Vessel be completed for Delivery before the Delivery Date and the Builder
 has so informed the Buyer at least four (4) months in advance of the early
 delivery date suggested by Builder, the Buyer may take Delivery at Buyer’s
 option, but not earlier than 90 days prior to the Delivery Date, provided
 that all the terms and conditions of this Contract have been fulfilled.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 If
 Buyer elects to exercise the option described in (g)(i) above, and if
 Delivery occurs more than 30 days prior to the Delivery Date, then Buyer
 agrees to pay Builder an early delivery
 charge of United States Dollars ***** for each day in excess of 30 days that
 the Vessel is delivered early, up to a maximum of 60 days (if the Vessel is
 delivered 90 or more days early). This charge, if applicable, shall be
 included with other adjustments due with the Final Installment. In no event
 shall 

 


18 of 68









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 there be any charge for early delivery if the Vessel is delivered less
 than 31 days early. 

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 In
 any case, the Builder shall notify the Buyer the expected approximate
 delivery date during construction in the following manner: 

 
	
  

 	
  

 
	
  

 	
 i.)

 	
 Five
 (5) months prior to the expected delivery date notifying the expected
 delivery date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

 	
 Three
 (3) months prior to the expected delivery date notifying the scheduled
 delivery date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

 	
 One
 (1) month prior to the expected delivery date notifying the scheduled
 delivery date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

 	
 Seven
 (7) days prior to the expected delivery date notifying the definite delivery
 date subject to the satisfactory completion of the sea trials, cryogenic
 trials and gas trials. 

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Upon
 Delivery, the Builder shall furnish the Buyer with the following documents in
 a form satisfactory to Buyer: 

 
	
  

 	
  

 
	
  

 	
 i.)

 	
 PROTOCOL
 recording all trials and tests of the Vessel made pursuant to this Contract
 and the Specifications. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

 	
 PROTOCOL
 OF INVENTORY of the equipment of the Vessel, including spare parts and the
 like, all as specified in the Specifications. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

 	
 PROTOCOL
 OF CONSUMABLES identifying all fuels, lubricants, consumable stores, fresh
 water and liquefied gases supplied by Builder and Buyer remaining onboard at
 Delivery, including the original purchase price thereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

 	
 PROTOCOL
 OF LNG supplied by Builder remaining onboard at Delivery, including the
 original purchase price thereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
 v.)

 	
 ALL
 CERTIFICATES and STATEMENTS OF FACT including the notarized and legalized
 BUILDER’s CERTIFICATE required to be

 


19 of 68









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 furnished upon delivery of the Vessel
 pursuant to this Contract and the Specifications. 

 
	
  

 	
  

 	
  

 
	
  

 	
 vi.)

 	
 DECLARATION
 OF WARRANTY OF FREEDOM FROM LIENS AND CLAIMS of the Builder that the Vessel
 is delivered to the Buyer free and clear of any liens, charges, claims,
 mortgages, or other encumbrances upon the Buyer’s title thereto, and in
 particular, that the Vessel is absolutely free of all burdens in the nature
 of imposts, taxes or charges imposed by any governmental authorities (local
 as well as national) including any claim by the Guarantor by reason of its
 Letter of Guarantee under Article XI (as such terms are defined in such
 Article) as well as of all liabilities of the Builder to its subcontractors,
 employees and crew, and of all liabilities arising from the operation of the
 Vessel in trial runs, or otherwise, prior to delivery. 

 
	
  

 	
  

 	
  

 
	
  

 	
 vii.)

 	
 DRAWINGS
 AND PLANS pertaining to the Vessel as stipulated in the Specifications.

 
	
  

 	
  

 	
  

 
	
  

 	
 viii.)

 	
 COMMERCIAL INVOICE

 
	
  

 	
  

 	
  

 
	
  

 	
 ix.)

 	
 Notarized
 and legalized BILL OF SALE 

 
	
  

 	
  

 	
  

 
	
  

 	
 x.)

 	
 And
 such other certificates and documents as the Buyer may request evidencing
 transfer to the Buyer of a free and clear title in and to the Vessel. 

 




	
  

 	
  

 
	
 (j)

 	
 The
 Buyer shall remove the Vessel from the premises of the Shipyard within five
 (5) Business Days after Delivery. If the Buyer does not remove the Vessel
 from the premises of the Shipyard within the aforesaid five (5) days, the
 Buyer shall pay to the Builder the direct and documented costs for anchoring
 the Vessel in a safe anchorage outside the Shipyard’s breakwater, such costs
 to include moving the Vessel to the anchorage, maintaining the Vessel and
 restoring the Vessel if necessary. However, the Builder shall take all
 reasonable steps to minimize such expenses. The maximum period at anchor
 shall not exceed 3 weeks from Delivery. 

 


20 of 68









	
  

 	
  

 
	
 (k)

 	
 Upon
 satisfactory completion of the trials as specified in Article XVII, and
 fulfillment of the terms and conditions of this Contract, the Buyer and the
 Builder shall execute a PROTOCOL OF DELIVERY AND ACCEPTANCE (hereinafter
 referred to as “Acceptance”). Upon execution of the Acceptance, title and
 risk of loss of the Vessel shall pass to the Buyer. As stated above, it being
 expressly understood that until such Delivery and Acceptance is effected,
 title to the Vessel and its equipment (except for the Buyer-furnished
 Equipment subject to the provisions of Article XII), are vested in the
 Builder and at its risk. 

 


21 of 68







ARTICLE VI DISCHARGE OF LIENS


The
Builder shall, before Delivery, discharge all claims, liens, or right in rem of
any kind against the Vessel, including any claims for taxes or by the Guarantor
made by reason of its Letter of Guaranty under Article XI hereof, and shall
indemnify and hold the Buyer harmless including attorneys’ fees and costs with
respect thereto. Upon Delivery, the Builder shall furnish the Buyer with a
warranty (as defined in Article V (i)), that the Vessel is free and clear of
all liens, encumbrances, taxes, and claims of any nature. 


22 of 68






ARTICLE
VII PRICE, PAYMENT, REFUND, CURRENCY AND PAYMENTS


	
  

 	
  

 
	
 (a)

 	
 Contract Price:

 
	
  

 	
  

 
	
  

 	
 The net purchase price of the Vessel is ***** United
 States Dollars ***** (hereinafter called the “Contract Price”) to be paid by
 the Buyer to the Builder for the design, construction and completion of the
 Vessel and Delivery and Acceptance (exclusive of Buyer-furnished Equipment as
 provided in Article XII). This Contract Price is subject to change only as
 expressly provided elsewhere in this Contract. To the extent the Builder
 might, under any applicable law, regulation, or decree (including those of
 Korea), have any such right(s) to escalate or change the Contract Price, such
 right(s) are hereby waived. The Contract Price includes all costs and
 expenses incurred by the Builder performing calculations for designing and
 supplying all necessary drawings, certificates and other documents for the
 Vessel, in accordance with the Specifications.

 
	
  

 	
  

 
	
 (b)

 	
 Currency:

 
	
  

 	
  

 
	
  

 	
 All payments by the Buyer to the Builder under this
 Contract shall be made in United States Dollars (“US$”).

 
	
  

 	
  

 
	
 (c)

 	
 Progress Payment:

 
	
  

 	
  

 
	
  

 	
 The Contract Price shall be due and payable by the
 Buyer to the Builder in installments as indicated on Schedule 1 attached
 hereto.

 
	
  

 	
  

 
	
 (d)

 	
 Method of Payment:

 
	
  

 	
  

 
	
  

 	
 The term “Business Day” as used in this Contract
 shall be defined as any day except Saturday, Sunday, and legal bank holidays
 in London, Monaco, Piraeus, or Seoul. Except as otherwise specifically provided for in this Article VII,
 all payments to the Builder due under this Contract shall be paid in United
 States Dollars by wire to the bank identified in Article VII(d)(i) below.

 
	
  

 	
  

 
	
 i)

 	
 First Installment

 
	
  

 	
 Within five (5) Business Days after Buyer’s receipt
 of a photocopy of the Letter of Guarantee issued by the Guarantor under
 Article XI by 

 



23 of 68









	
  

 	
  

 
	
  

 	
 facsimile, of which the original shall be
 simultaneously delivered to Buyer in accordance with Article XXVI, the Buyer
 shall remit by wire transfer the First Installment in the amount set forth in
 Schedule 1 to Shinhan Bank, Head Office Seoul, Korea (BIC:SHBKKRSE, A/C No.
 181-000-051075) with Chase Manhattan Bank, New York (BIC: CHASUS33, A/C No.
 001-1-544-541) in favor of Samsung Heavy Industries Co., Ltd., or to such
 other bank which the Builder may designate in writing at least ten (10) days
 in advance of the Initiating Event defined in Schedule 1, in favor of Samsung
 Heavy Industries Co., Ltd (hereinafter called the “Builder’s Bank”) under
 advice by authenticated cable or facsimile to the Builder’s Bank.

 
	
  

 	
  

 
	
 ii)

 	
 Second, Third and Fourth Installments

 
	
  

 	
 Each installment shall be payable when Buyer
 receives, from Builder, notice, certified by the Classification Society and
 Buyer’s Representative, that the Initiating Event identified in Schedule 1
 has occurred. Buyer shall remit installments by wire transfer to the
 Builder’s Bank. Notwithstanding the foregoing, Buyer shall not be deemed to
 be in default if Buyer is able to provide evidence to Builder that the
 payment was made within one Business Day of the Initiating Event.

 
	
  

 	
  

 
	
 iii)

 	
 Final Installment

 
	
  

 	
 The Final Installment shall be deposited with the
 Builder’s Bank by telegraphic transfer remittance at least three (3) Business Days prior to the
 scheduled Delivery of the Vessel notified by the Builder, with instructions
 that the said installment is payable to the Builder against presentation by
 the Builder to the Builder’s Bank of a duplicate original copy of the
 Protocol of Delivery and Acceptance of the Vessel signed by the Builder and
 the Buyer. Such deposit shall be on terms that if the duly executed Protocol
 of Delivery and Acceptance of the Vessel has not been submitted to the
 Builder’s Bank within seven (7) days, the deposit shall be returned to the
 Buyer together with any interest accrued thereon.

 



The Final Installment shall be adjusted as set forth
below:


24 of 68









	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 any adjustments or payments due from the Buyer to
 the Builder at the time of Delivery and Acceptance in accordance with the
 terms of this Contract, including payment for any additional Alterations (as
 such term is defined in Article XV hereof), for which extra payments have
 been agreed under Article XV(b).

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 any adjustments, savings, credits, or payments
 including but not limited to liquidated damages due from the Builder to the
 Buyer at the time of the Vessel’s Delivery pursuant to the provisions of this
 Contract,

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 any adjustment resulting from settlement of the
 costs of any LNG, fuel oil, lubricating oils and greases (except in the
 Vessel’s systems) or unbroached consumable stores (furnished by Builder for
 trials), and remaining on board the Vessel after acceptance of the Vessel by
 Buyer, at the cost thereof to either the Builder or Buyer as may be
 applicable.

 
	
  

 	
  

 	
  

 
	
  

 	
 Not later than five (5) Business Days prior to the
 scheduled date for Delivery, the Parties hereto shall execute and deliver an
 agreement setting forth the ascertained adjustments of the Contract Price, if
 any, known at the time. It is the intention of the Parties to settle all
 amounts prior to Delivery and Acceptance.

 
	
  

 	
  

 
	
  

 	
 It is understood, however,
 that any net, after setoff, outstanding adjustments and settlements by either
 party to the other, not determined prior to Delivery, shall be payable when
 determined as soon as possible after Delivery; in no event shall Delivery of
 the Vessel be delayed pending final determination of any such adjustments and
 settlements. Any disputes as to adjustments shall be settled in accordance
 with Article XXV.

 
	
  

 	
  

 	
  

 
	
 iv)

 	
 Default Interest and Others

 
	
  

 	
 In the event of default in the payment of any installments
 in the above Paragraphs (i), (ii), and (iii), the Buyer shall pay any default
 interest, charges and expenses in accordance with Paragraph (b) of Article IX
 hereof.

 



25 of 68









	
  

 	
  

 
	
 (e)

 	
 Notice of Payment on or before Delivery:

 
	
  

 	
  

 
	
  

 	
 With the exception of the first installment, the
 Builder shall give the Buyer seven (7) Business Days’ prior notice by
 facsimile of the anticipated due date and amount of each installment payable
 on or before Delivery of the Vessel.

 
	
  

 	
  

 
	
 (f)

 	
 Expenses:

 
	
  

 	
  

 
	
  

 	
 Expenses and bank charges for remitting payments and
 any expenses and fees connected with such payment shall be for account of the
 Buyer, except for any bank charges incurred by receiving Bank or the
 Builder’s bank.

 
	
  

 	
  

 
	
 (g)

 	
 Refund:

 
	
  

 	
  

 
	
  

 	
 All payments made by the Buyer hereunder in United
 States Dollars and prior to the Delivery and Buyer’s acceptance of the Vessel
 shall be in the nature of installments to the Builder. In the event that the
 Vessel is rejected by the Buyer or this Contract is terminated by the Buyer,
 in accordance with the terms of this Contract, or the terms of Article XX(c)
 are triggered, then, and in any such event the Builder shall refund to the
 Buyer the full amount of all sums paid by the Buyer to the Builder including
 but not limited to the cost of Buyer-furnished Equipment, together with
 interest thereon at the rate of LIBOR (the rate which appears on the display
 designated as the British Bankers’ Association Interest Settlement Rate as
 quoted on the relevant page of the Telerate Monitor, currently page 3750, for
 deposits in United States Dollars for a six month period, determined at 11:00
 am London time, as quoted on the date from which interest is accrued under
 this Contract)(hereinafter called “LIBOR”) plus 1.5 percent per annum from
 the date of payment to the date of remittance by wire transfer of such
 refund. Such refunds by the Builder to the Buyer shall forthwith discharge
 all obligations, duties, and liabilities of each of the Parties hereto to the
 other under this Contract.

 
	
  

 	
  

 
	
  

 	
 Any and all refunds made to the Buyer under this
 Article VII(g) shall be due and payable in United States Dollars. Throughout
 this Contract, whenever interest is due on any amounts to be paid or refunded
 by either party, said 

 



26 of 68









	
  

 	
  

 
	
  

 	
 interest shall be calculated as simple interest, based
 on the actual number of days divided by 360.

 
	
  

 	
  

 
	
  

 	
 All refunds made by the Builder to the Buyer under
 this Contract shall be paid in United States Dollars by telegraphic transfer
 to the Buyer’s account or its assignee’s account as set forth in a written
 notice to the Builder from such party.

 
	
  

 	
  

 
	
 (h)

 	
 Builder Default

 
	
  

 	
  

 
	
  

 	
 Should any event occur which may result in the
 Builder being unable to continue the construction of the Vessel or being
 unable to fulfill any obligations of the Builder under this Contract, the
 Buyer may terminate the Contract in accordance with Article VII(g).

 



27 of 68





ARTICLE
VIII ADJUSTMENTS TO CONTRACT PRICE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Delayed Delivery Price Adjustment:

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 No payment shall be made by the Builder to the Buyer
 for a delay in the Delivery of the Vessel of up to thirty (30) days beyond
 the Delivery Date as specified in Article V(a), and as may be adjusted under
 the provisions of Article IV(c), IX(b), XII, or XV(b).

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 If the Delivery is delayed more than the aforesaid
 thirty (30) days, the Builder shall pay the Buyer, as liquidated damages (not
 as penalty), the amount of United States Dollars ***** for each calendar day
 of delay beyond the aforesaid thirty (30) days up to and including two
 hundred (200) days after the Delivery Date and the Contract Price shall be
 reduced by the amount of such liquidated damages.

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 Under the conditions set forth in Article V(f), if
 Delivery of the Vessel is delayed for a period of more than two hundred (200)
 days beyond the Delivery Date, the Buyer may reject the Vessel or,
 alternatively, the Buyer may accept the Vessel with a longer delay in
 Delivery at an agreed future date for delivery and upon reduction in the
 Contract Price. The Buyer shall make such election to delay Delivery with
 liquidated damages or reject the Vessel within fifteen (15) days following
 expiration of the two hundred (200) days following the Delivery Date. If the
 Buyer does not make an election within fifteen (15) days as provided, the
 Buyer shall be deemed to have not rejected the Vessel and to have agreed to
 permit delayed Delivery and the payment of liquidated damages by Builder. The
 Parties shall negotiate in good faith the amount of these liquidated damages,
 which shall in no event be less than as would be the case for a delay of one
 hundred and seventy days counting from midnight of the thirtieth (30th) day
 after the Delivery Date (the “Floor”) at the above specified rate of
 reduction.

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 In the event that the Buyer elects to reject the
 Vessel as allowed under this Article VIII(a), the Builder shall immediately
 repay to the Buyer the amounts set forth in Article VII(g), whereupon this
 Contract shall terminate and such payment shall forthwith discharge all
 obligations, 

 



28 of 68









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 duties and liabilities of each party hereto to the
 other under this Contract.

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

 	
 The liquidated damages calculated under this Article
 shall be reduced by the number
 of days excused for Force Majeure under Article V(d) for which proper notice
 was given under Article V(e). Such Force Majeure offset shall be applied
 prior to applying the Floor in subarticle (a)(iii).

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Performance

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The Builder warrants that the Vessel shall be built
 so that it meets the “Performance Criteria” listed in the table below.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 If at Delivery with respect to all Items in the
 table immediately below except for Boil Off Rate, or at an agreed time after
 Delivery with respect to Boil Off Rate, the Vessel does not meet the
 Performance Criteria within the “Allowable Margin” specified in the following
 table, the Builder shall pay the Buyer liquidated damages (not as a penalty)
 in U.S. Dollars, an amount calculated by multiplying the actual excess or
 deficiency outside the allowable margin by the appropriate “Liquidated
 Damages Payable for Performance Outside Allowable Margin” in the following
 table.

 





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside 

 Allowable 

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Design Service Speed

 	
  

 	
 Min. 19.5 knots

 	
  

 	
 0.2 knots

 	
  

 	
 US$*****

 	
  

 	
 0.5 knots

 deficiency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Specific Fuel

 Consumption

 (each fuel mode)

 	
  

 	
 Gas Operation:
7,300 kJ/kWh,
with 1.0g/kWh
for pilot fuel

 

 Back-up fuel
(MGO)
operation: 190
g/kWh

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 









29 of 68







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside 

 Allowable 

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Gross Cargo Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000 M3

 deficiency

 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 




	
  

 	
  

 	
  

 
	
 Notes

 	
  

 	
 Relevant Specification Section

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Design
 Service Speed

 	
  

 	
 Chapter 0
 Section 091

 
	
  

 	
  

 	
  

 
	
 Specific
 Fuel Consumption

 	
  

 	
 Chapter 0
 Section 092

 
	
  

 	
  

 	
  

 
	
 Gross Cargo
 Tank Capacity

 	
  

 	
 Chapter 0
 Section 093

 

 Chapter 0 Section 015

 
	
  

 	
  

 	
  

 
	
 Boil-Off Rate

 	
  

 	
 Chapter 0
 Section 094

 

 Chapter 3 Section 303 and the latest version of Gaz Transport & Technigaz
 External Number 1392

 
	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Chapter 0
 Section 012

 

 Chapter 0 Section 041

 

 Chapter 0 Section 095

 




	
  

 	
  

 
	
  

 	
 If any deficiency is greater than the Maximum Excess
 or Deficiency specified in the preceding table, and Builder is unable to
 rectify such deficiency Buyer may reject the Vessel or, alternatively, Buyer
 may accept the Vessel as is, upon payment by Builder of liquidated damages
 (not a penalty) calculated by multiplying the appropriate “Maximum Excess or
 Deficiency” by the “Liquidated
 Damages Payable for Performance Outside Allowable Margin” Buyer shall make
 such elections within fifteen (15) days following receipt of a notice 

 



30 of 68









	
  

 	
  

 	
  

 
	
  

 	
 from Builder stating that
 Builder is unable to rectify a deficiency or excess which shall be
 expeditiously provided to Buyer after the associated trials.

 
	
  

 	
  

 
	
  

 	
 iii)

 	
 No payment shall be made for any increase in the
 speed of the Vessel

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Schedule of Payments due to Price Adjustments:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All payments due to price adjustments, if any,
 pursuant to this Article VIII shall be made on the Delivery Date in
 accordance with Article VII(d)(iv) except for Boil Off Rate Liquidated
 Damages, if any.

 



31 of 68





ARTICLE
IX DEFAULT IN PAYMENT


	
  

 	
  

 
	
 (a)

 	
 The Buyer shall be deemed to be in default in the
 event that it should fail to make any payment with respect to the Contract
 Price, when due and payable as provided in Article VII.

 
	
  

 	
  

 
	
 (b)

 	
 If the Buyer is in default as provided herein, then,
 and in such event, the Buyer shall, commencing with and including the day
 next following the payment date, pay interest on the payment which has not
 been paid to the Builder from the date when it should have been paid at the
 rate of LIBOR plus 1.5% per annum from and including such day until paid. If
 such default continues for more than five (5) Business Days, then the
 Delivery Date shall be extended by one day for each day the Buyer remains in
 default thereafter, hereunder.

 
	
  

 	
  

 
	
 (c)

 	
 Subject to the provisions of Article IX(b), if any
 such default shall prevail for more than fifteen (15) Business Days, the
 Builder shall have the option of canceling this Contract, by giving written
 notice of said cancellation to the Buyer within seven (7) Business Days
 following this fifteen (15) Business Day period and retaining, as security
 for the payment of its legal damages, any and all funds then paid to it by
 the Buyer, and the Builder shall have a right to sell the Vessel at the best
 price available at a public or private auction, advertised internationally,
 including an invitation to the Buyer to participate, but otherwise on
 customary terms and conditions as the Builder may reasonably determine, and
 any resulting losses to the Builder shall be an element of legal damages. If
 the proceeds of the sale are insufficient to compensate losses to the Builder
 due to the Buyer’s default, the Buyer shall promptly pay the deficiency to
 the Builder on demand. If the Vessel is sold for more than the Contract
 Price, the Buyer shall receive any such excess the Builder receives, after
 reasonable and customary service fees have been deducted.

 



32 of 68





ARTICLE
X BUILDER’S PAYMENT AND REPAYMENT, AND INTEREST THEREON


	
  

 	
  

 
	
 (a)

 	
 Any payments or repayments required to be made by
 the Builder to the Buyer under this Contract shall be made as provided for in
 Article VII(g). The Buyer shall receive the gross amount of the principal and
 interest due. Any applicable withholding tax payments shall be paid by the
 Builder.

 
	
  

 	
  

 
	
 (b)

 	
 If the Builder is required to make payment to the
 Buyer of any moneys as liquidated damages under this Contract, the Builder
 shall pay such amounts to the Buyer at Delivery of the Vessel. However,
 should this payment be delayed, there shall be added to each such payment
 interest at the rate of LIBOR plus 1.5% per annum from the date the said
 payment becomes due until paid.

 
	
  

 	
  

 
	
 (c)

 	
 Set-off

 
	
  

 	
  

 
	
  

 	
 Notwithstanding anything herein contained to the contrary,
 either party hereto may set off against any moneys due and payable to the
 other by such party hereunder.

 



33 of 68





ARTICLE
XI BANK GUARANTEE


Within three (3) weeks after signing this Contract,
the Builder shall, at its cost, furnish the Buyer with a “Letter of Guarantee”
given by Shinhan Bank (hereinafter referred to as “Guarantor”) or an
international bank with a long term credit rating of “A-” or better by Standard
& Poors’ or Fitch (or if either such agency changes its rating system, the
equivalent rating applied by such agency at such time) that is acceptable to
Buyer, to the Buyer substantially in the form of Appendix A attached hereto.
The Letter of Guarantee shall guarantee payment to the Buyer in United States
Dollars, at such place as the Buyer or its assignee may designate, of all sums
payable or repayable by the Builder to the Buyer under this Contract (including
liquidated damages, if applicable) with interest thereon as provided in Article
VII(g), upon receipt by said Guarantor from the Buyer of a written claim that
it is entitled to such payment or repayment and that the Builder has failed to
make same.


Within three (3) weeks after signing this Contract,
the BUYER shall provide the BUILDER with a parent company guarantee in the
form of Appendix D attached hereto to secure due and faithful performance
of the BUYER’s contractual obligations including without limitation to, prompt
payment of the Contract Price to the BUILDER.

34 of 68




ARTICLE
XII BUYER-FURNISHED EQUIPMENT


The Contract Price for the Vessel is exclusive of the
costs of equipment specified in the Specifications as the “Buyer-furnished
Equipment” (and hereinafter so referred to), which shall be supplied and
delivered by the Buyer to the Builder, at the Shipyard and at the Buyer’s cost
and expense. The Builder shall undertake to install the agreed Buyer-furnished
Equipment without extra cost to the Buyer, provided that they are delivered by
the Buyer to the Builder in sufficient time to permit installation without
delaying construction of the Vessel.


Delivery of the Buyer-furnished Equipment shall be in
accordance with a reasonable time schedule, designated by the Builder and made
available to the Builder prior to the start of any impacted construction
activity for the Vessel. Should any or all of the Buyer-furnished Equipment
arrive late and should the Builder and Buyer mutually agree to have Builder
install those Buyer-furnished Equipment so delayed, any change in construction
time directly resulting from such late arrival shall accordingly extend the
Delivery Date. Furthermore, if the delay in the Buyer-furnished Equipment
should exceed thirty (30) days, the Builder shall be entitled to proceed with
the construction of the Vessel, either without installation of such
Buyer-furnished Equipment in or onto the Vessel, or using equipment (of
comparable performance and quality to what the Buyer would have supplied)
supplied by the Builder, without prejudice to the Builder’s right to extend the
Delivery Date and to compensation for losses and damages as hereinabove
provided, and the Buyer shall not be entitled to reject the Vessel for failure
to install Buyer-furnished Equipment. All the Buyer-furnished Equipment shall
be subject to the Builder’s reasonable right of rejection in the event the same
are found to be unsuitable or not in proper condition for installation. The
Builder shall not be responsible for the quality or capacity of the
Buyer-furnished Equipment and shall not be liable for any defect in the
Buyer-furnished Equipment; however, the Builder shall receive and upon receipt
safely store and insure, against loss or damage, all the said Buyer-furnished
Equipment. Any technical assistance, information and/or royalties required for
the installation of the Buyer-furnished Equipment shall be the responsibility
of the Buyer. Both Parties clearly understand that the provisions of this
Article XII shall not
apply to machinery or equipment other than those specified in the
Specifications as the Buyer-furnished Equipment.


35 of 68




ARTICLE
XIII INSURANCE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Without in any way limiting Builder’s liability
 pursuant to this Contract, Builder shall, at its own expense, maintain the
 following insurance and all other insurance that may be required under the
 laws, ordinances and regulations of any relevant governmental authority, with
 companies and on terms satisfactory to Buyer with the Builder’s sole
 discretion subject to Buyer’s reasonable review of Builder’s financial
 condition:

 
	
  

 	
  

 
	
  

 	
 i)

 	
 Workers’ Compensation and Employer’s Liability
 Insurance, including insurance covering liability (if applicable) under the
 Jones Act. Builder warrants that the limit of insurance for Employer’s
 Liability shall be based on local employee wages/salary in accordance with
 local law and regulation.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 Builder’s Risk Insurance covering the Vessel and all
 machinery and equipment, appurtenances and outfits, including the
 Buyer-furnished Equipment built into or installed in or upon the Vessel,
 against all risk under the “Institute Clauses for Builder’s Risk,” including
 the following:

 






	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Institute War Clauses Builder’s Risk (1/6/88) and
 Institute Strikes Clauses Builder’s Risk (1/6/88).

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Collision Liability.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Protection & Indemnity

 
	
  

 	
  

 	
  

 
	
  

 	
 with Samsung Fire and Marine Insurance Company or
 its equivalent first class Korean insurance company. The amount of such
 insurance shall, up to the date of Delivery of the Vessel, not be less than
 the aggregate amount of all payments paid by the Buyer to the Builder, plus
 the value of agreed Alterations at the time of launching and of the
 Buyer-furnished Equipment in the custody of the Shipyard. From the time of
 arrival to the time of launching, any losses and damages to the
 Buyer-furnished Equipment shall be covered, without a deductible, by the
 Builder’s Insurance policy against the Shipyard.

 



36 of 68









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 Commercial General Liability (Bodily Injury and
 Property Damage) Insurance with a limit of not less than US $10 million per
 occurrence including the following supplementary coverages:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

 	
 Explosion, collapse and underground hazard coverage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Hull and Machinery Insurance, including collision
 liability, on all vessels and barges, if any, used by Builder in the
 performance of this Contract with a limit equal to or greater than the fair
 market value of each vessel and barge.

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

 	
 Protection & Indemnity
 Insurance, including coverage for excess collision liabilities, pollution
 liabilities and injuries to or death of masters, mates and crews for all
 vessels used by Builder in the performance of this Contract. The limit of
 such insurance shall not be less than US $10 million per occurrence.

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

 	
 Policy Endorsements: The above insurance shall
 provide Buyer with 30 days’ written notice prior to the effective date of any
 cancellation of the insurance. The insurance specified in Article XIII(a)(ii)
 shall name Buyer as an additional insured and as a Loss Payee for its
 respective interest. The insurance specified in Article XIII(a)(i) and (iv)
 shall contain a waiver of subrogation in favor the Buyer and the insurance specified
 in Article XIII(a)(iii) and (v) shall name the Buyer as an additional insured
 with respect to operations performed hereunder. Any coverage provided Buyer
 by Builder’s insurance, shall be primary to any other insurance carried by
 Buyer.

 
	
  

 	
  

 	
  

 
	
  

 	
 vii)

 	
 Evidence of Insurance: Builder shall, before
 commencing work, provide Buyer with certificates or other documentary
 evidence satisfactory to Buyer of the above insurance and endorsements.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 In the event that the Vessel shall be damaged from
 any insured cause other than the Builder’s default at any time before
 Delivery of the Vessel, and in the further event that such damage shall not
 constitute an actual or constructive total loss of the Vessel, the amount
 received in respect of the insurance shall be applied by the Builder in
 repair of such damage, satisfactory to the Classification Society and other
 concerned regulatory bodies, and the Buyer 

 



37 of 68









	
  

 	
  

 
	
  

 	
 shall accept the Vessel under this Contract if
 completed in accordance with this Contract, the Specifications, and Plan,
 subject, however, to any applicable extension of Delivery time under Article
 V(d) hereof.

 
	
  

 	
  

 
	
  

 	
 Should the Vessel from any cause other than the
 Builder’s default become an actual or constructive total loss, the Builder
 and the Buyer will, in good faith, consult and reach mutual agreement to:

 






	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 proceed in accordance with the terms of this
 Contract, in which case the amount received in respect of the insurance shall
 be applied to the construction and repair of damage to the Vessel, provided
 the Parties hereto shall have first agreed thereto in writing and to such
 reasonable extension of Delivery time as may be necessary for the completion
 of such reconstruction and repair; or

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 refund promptly to the Buyer, in accordance with Article VII (g), the
 full amount of all sums paid by the Buyer to the Builder in advance of
 Delivery of the Vessel, and deliver to the Buyer all Buyer-furnished
 Equipment (or the insurance proceeds paid with respect thereto), in which
 case this Contract shall be deemed to be automatically terminated and all
 rights, duties, liabilities and obligations of each of the Parties to the
 other shall forthwith cease and terminate.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 The Builder shall be under no obligation to insure
 the Vessel hereunder after Delivery of the Vessel.

 



38 of 68





ARTICLE
XIV BUILDER’S GUARANTEE


	
  

 	
  

 
	
 (a)

 	
 Builder shall guarantee the Vessel in accordance
 with the terms and conditions of this Contract (hereinafter called the
 “Guarantee”). If, within twenty-four (24) months, or such longer period as
 might be specified with respect to certain equipment or machinery in the
 Specifications or in this Article XIV (hereinafter called the “Guarantee
 Period”) after the Delivery and Acceptance of the Vessel, any defect in the
 Vessel (except the Buyer-furnished Equipment), its design, machinery,
 equipment, or other appurtenances, due to defective materials or workmanship,
 or failure to construct in conformity with the Plans and Specifications (all
 hereinafter referred to as “Guarantee Defects”), shall be discovered (other
 than defects solely due to normal wear and tear, negligence or improper acts
 of the operator or crew of said Vessel, or overloading, improper loading,
 stowage, and accident), the Builder shall as quickly as possible after
 receipt of the Buyer’s written notice thereof, correct, replace, or repair
 such defect at its own expense at its Shipyard; provided that if, in the
 Buyer’s opinion, the Vessel cannot conveniently be brought to the Shipyard,
 and if no other agreement can be reached between the Parties, the Builder
 shall pay to the Buyer the reasonable cost of making repairs or replacements
 in a first class shipyard, at the prices prevailing at the time such repairs
 or replacements are made.

 
	
  

 	
  

 
	
  

 	
 The ballast tank coatings shall be guaranteed for
 twenty-four (24) months after Delivery by the Builder and for a further
 thirty-six (36) months by the paint manufacturer.

 
	
  

 	
  

 
	
  

 	
 Builder guarantees the cargo containment system
 against any design or construction defect or failure for sixty (60) months
 after Delivery.

 
	
  

 	
  

 
	
  

 	
 Replacement parts or materials to be furnished to
 the Buyer by Builder for making of repairs under this Guarantee which are
 performed other than at the Shipyard or in such other facility of the Builder shall be
 transported to the place of repair at the Builder’s expense.

 



39 of 68









	
  

 	
  

 
	
  

 	
 In principle, such transportation shall be by the
 most expeditious public surface transportation. If required to keep the
 Vessel in operation, the Builder shall arrange for and bear the cost of
 transporting necessary parts or materials by air transportation. The Builder
 shall in every case use its best efforts to expedite the furnishing to the
 Buyer of replacement parts or materials required under this Guarantee.

 
	
  

 	
  

 
	
  

 	
 Technicians and specialists necessary to perform repairs
 under the Guarantee are to be furnished by the Builder at the Builder’s
 expense, including transportation costs to and from the Vessel in case that
 the Buyer and the Builder mutually agree or such repairs seriously affect the
 operation of the Vessel. Repairs under this Article are guaranteed for the
 balance of the period set out in paragraph (a) of this Article; however,
 major repairs shall be guaranteed for the longer of (x) the balance of the
 period set out in paragraph (a) of this Article, or (y) two (2) months from
 the date of completion of such major repairs, but in no event longer than
 twenty-six (26) months after the Delivery Date. For purposes of this
 paragraph, “major repairs” shall be any repair costing more than Thirty Five
 Thousand United States Dollars (US$35,000).

 
	
  

 	
  

 
	
  

 	
 If a Guarantee Defect can
 be repaired or replaced by the Vessel’s crew, the Buyer will give prior
 notice to the Builder of such defect, and upon the Builder’s acceptance that
 the Buyer may remedy such defect, the Builder will reimburse the Buyer for
 the incremental costs of the crew’s labor so incurred, or the cost of such
 labor at the Builder’s Shipyard, whichever is the lesser, excluding normal
 maintenance. Guarantee Defects that affect the safety of the Vessel or crew
 and/or constitute an emergency, shall be repaired either by the crew or the
 Buyer-selected contractor in a reasonable manner under the circumstances
 without the Builder’s prior approval, and the Builder shall be notified as
 soon as possible after the repairs are undertaken and such repair work will
 be subject to mutual agreement between the parties; provided any such repair
 work shall not adversely affect any provisions of this Article XIV as to any
 other Guarantee Defect. In any case, the Builder shall also reimburse 

 



40 of 68









	
  

 	
  

 
	
  

 	
 the Buyer for the actual
 cost, in the currency incurred, of any temporary repairs necessary to enable
 the Vessel to present itself for permanent repairs.

 
	
  

 	
  

 
	
  

 	
 Builder’s liability for
 defects in the Vessel, its machinery, equipment or other appurtenances, shall
 be as provided in this Article XIV, and the Builder shall be under no obligation
 for defects in workmanship or contractor supplied materials in any part of
 the Vessel which have been replaced or in any way repaired by any contractor,
 unless such contractors have been appointed or approved by the Builder, such
 appointment or approval not to be unreasonably withheld or delayed. In no
 event shall the Builder be liable for any consequential damages or for any
 loss of hire or time in operation on repair of the Vessel. The Parties hereto
 agree that there are no warranties intended or given, which extend beyond
 those specified in this Contract, and that the provisions of this Article XIV
 exclude and negate any warrantee, express or implied (including any implied
 warranty of merchantability or fitness for particular purpose), or other or
 responsibility or liability imposed by law, statute, or otherwise with
 respect to the Vessel.

 
	
  

 	
  

 
	
 (b)

 	
 For the detection of any underwater Guarantee
 Defects, which cannot be detected while the Vessel is afloat, the Buyer at
 its expense may drydock the Vessel within the Guarantee Period. The Buyer
 shall pay, at its expense, the haul day and lay days required to accomplish
 the Vessel’s normal drydocking maintenance. However, if any underwater
 Guarantee Defects are discovered, and the correction of which requires
 additional drydocking time, the Builder, in addition to the cost of
 correcting Guarantee Defects, shall also pay the drydocking charge for the
 additional days spent in the drydock, if any.

 
	
  

 	
  

 
	
  

 	
 Alternatively, the Buyer may choose to conduct an
 underwater survey in lieu of drydocking within the Guarantee Period to
 determine if any defects exist as to any area of the Vessel, which is below
 the waterline for the Vessel. If any underwater Guarantee Defects are found,
 the Builder shall pay to correct the defects at Vessel’s first drydocking. In
 addition to remedying the Guarantee Defects, the Builder shall pay the
 drydocking charge for each additional day beyond those needed for routine
 maintenance.

 



41 of 68









	
  

 	
  

 
	
  

 	
 The Buyer shall notify the Builder of the time and
 place of any drydocking or underwater survey for the purpose of discovery of
 underwater Guarantee Defects so that the Builder may attend at its own
 expense, if it so desires.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding the foregoing, if at any time during
 Guarantee Period it becomes necessary to drydock the Vessel for correction of
 any Guarantee Defects, the cost of the entire drydocking as well as the cost
 of remedying Guarantee Defects shall be at the expense of the Builder;
 provided that if any work is carried out for the Buyer during such
 drydocking, the Buyer shall pay the drydocking charge for the additional days
 spend in the dry doc k, if any.

 
	
  

 	
  

 
	
 (c)

 	
 The Buyer shall notify the Builder in writing, or by
 facsimile, of any defects for which claim is made under this Guarantee within
 a reasonable time after the discovery thereof. The Buyer’s written notice
 shall describe in detail the nature and ascertainable cause and extent of the
 defects. The Builder shall in any event have no obligation in respect of any
 defects, unless notice of such defects is received by the Builder not later
 than fourteen (14) days after the expiry of the Guarantee Period.

 
	
  

 	
  

 
	
 (d)

 	
 Upon Buyer’s request the Builder shall assign a
 “Guarantee Engineer” to the Vessel, who shall be fully conversant with the
 construction and maintenance of the machinery, for a period of three (3)
 months following Delivery. At the option of the Buyer, the Buyer may request
 the services of the Guarantee Engineer for an additional period of up to six
 (6) months beyond the initial three (3) months,

 
	
  

 	
  

 
	
  

 	
 While said Guarantee Engineer shall remain the
 employee of the Builder, he shall sign the Vessel’s Articles, be accorded the
 status of chief engineer, and shall receive from the Buyer free lodging,
 board, medical care, and communication services equal to one of the Vessel’s
 officers, and if required, free passage to Korea. The Buyer shall pay to the
 Builder for the services of the Guarantee Engineer the sum of Five Thousand
 United States Dollars (US$5,000) per month as compensation for the services
 of the Guarantee Engineer. The detailed terms and conditions on assignment of
 the Guarantee 

 



42 of 68









	
  

 	
  

 
	
  

 	
 Engineer shall be the subject of a separate agreement
 to be executed on or before the date of Delivery.

 



43 of 68






ARTICLE XV ALTERATIONS AND APPROVALS


	
  

 	
  

 
	
 (a)

 	
 The Builder shall not depart from the requirements of the Plans and
 the Specifications unless such departure is approved in writing by the Buyer,
 but the Buyer may, subject to the remaining terms and conditions of this
 Article, correct any errors or omissions in and/or make deletions from, or
 additions to, the Plans and the Specifications (such corrections, deletions,
 modifications, changes, and additions hereinafter also called the
 “Alterations”).

 
	
  

 	
  

 
	
 (b)

 	
 The Alterations requested in writing by the Buyer, or required under
 the provisions of Article IV(c), shall be carried out by the Builder,
 provided such Alterations are reasonable with respect to the design of the
 Vessel. Prior to performing any Alterations, the Buyer shall have first
 agreed in writing to an adjustment of the Contract Price, if any, the date of
 Delivery, if any, alteration in Design Draft, if any, and other terms of this
 Contract or the Specifications as may then be necessary. If the Parties are unable
 to agree as to these adjustments, the dispute shall be resolved by
 arbitration in accordance with the provisions of Article XXV. All payments
 (or credits), if any, resulting from Alterations as may be agreed as set
 forth herein, shall be included in (or off-set from) the invoice for the
 payment due the Builder at Delivery, as set forth in Article VII(d).

 
	
  

 	
  

 
	
 (c)

 	
 Notwithstanding the foregoing, the Builder may, and is encouraged to,
 propose Alterations as innovations and improvements for the Vessel in technology
 either as design developments, improved constructability of the Vessel or
 advances in shipbuilding technology, particularly in sectors of shipbuilding
 subject to rapid advances such as environmental protection, electronics,
 controls, communications, navigation etc. Such Alterations shall be proposed
 by the Builder in writing and agreed to between the Builder and the Buyer as
 provided in paragraph (b) above.

 
	
  

 	
  

 
	
 (d)

 	
 The drawing approval shall not be carried out, but the drawing
 approval shall be applicable only in the case of the design changes from
 HN1641s “as built”,

 


44 of 68









	
  

 	
  

 
	
  

 	
 including specific requirement for drawing approval from the Class
 and/or Authority concerned. The Builder’s drawings and equipment
 specifications as specified in the Specifications shall be submitted to the
 Buyer or its designated agent, at the address set forth in Article XXVI, or
 as may be designated by the Buyer as the address of its agent, for handling
 in accordance with the Specifications before major work associated with these
 drawings and equipment specifications is commenced. Buyer or its agent shall
 give Builder notice of approval or disapproval of such drawings and equipment
 specifications within thirty (30) calendar days of receipt thereof by the
 Buyer, except the plans which are critical to the design schedule and agreed
 by the Buyer shall be returned within fourteen (14) days. It is understood
 that the Buyer may reserve comments upon or remarks with respect to the
 drawings and specifications at the time of their approval, and details
 concerning construction and/or outfitting may be discussed and agreed upon
 between the Builder and the Buyer or its agent since such prompt approval is
 essential to timely Delivery. All drawing approval procedures shall be done per
 the Specifications. Approval by Buyer shall not have the effect of reducing
 or modifying any obligations of Builder under this Contract or limiting the
 rights of Buyer otherwise provided herein.

 
	
  

 	
  

 
	
  

 	
 The plans submitted for approval shall be deemed to have been
 approved without any comment when the Buyer does not dispatch the plans
 within thirty (30) calendar days, except fourteen (14) calendar days for
 those agreed by the Buyer, counting from the date of arrival at the Buyer’s
 office. Builder will give Buyer advance notice in the event that no plan
 comment has been received prior to the end of the 30 day review period.

 
	
  

 	
  

 
	
  

 	
 Copies of all significant correspondence to and from the
 Classification Society and the regulatory authorities referred to in the Specifications,
 together with all Plans approved by the Classification Society, shall be
 furnished to the BUYER by the BUILDER as soon as practicable upon dispatch
 and receipt.

 
	
  

 	
  

 
	
  

 	
 Buyer to have access (status information and read only) to Class
 design data base (O2E) during design and construction.

 


45 of 68









	
  

 	
  

 
	
  

 	
 On
 board test method and seal gas trials procedures, spare parts lists /
 inventories and Inspection and Testing Plan should be submitted to Buyer for
 review and approval 3 months prior to respective tests.

 
	
  

 	
  

 
	
 (e)

 	
 In the event that any of the materials required by the Specifications
 and the Plans, or otherwise under this Contract, for the construction of the
 Vessel cannot be procured in time to effect Delivery, or are in short supply,
 the Builder may, provided the Buyer so agrees in writing, supply other
 materials capable of meeting the requirements of the Classification Society
 and the Rules, Regulations, Requirements and Recommendations with which the
 construction of the Vessel must comply at no additional cost to the Buyer.

 
	
  

 	
  

 
	
 (f)

 	
 In case any additional steel is required as a result of Buyer and/or
 Classification Society’s required modifications within the period from
 signing of this Contract until the completion of hull structure design, the steel
 price shall be fixed at United States Dollars Eight Hundred Thirty (US$830)
 per metric ton.

 


46 of 68





ARTICLE XVI INSPECTION


	
  

 	
  

 	
  

 
	
 (a)

 	
 The Buyer may assign, at its own cost and expense, one or more
 representatives (herein called individually or collectively the
 “Representative”) to be stationed at the Shipyard, one of whom will be
 designated the Buyer’s “Construction Manager.” The scheduled arrival date of
 the Construction Manager at the Shipyard will be provided to the Builder
 within twelve (12) months of Contract signing. In order to permit inspection
 of the work, the Buyer, or its Representative, shall have free access, during
 working hours or outside working hours, to the Shipyard and to all of the
 Builder’s (including subcontractors) drawing offices and workshops where the
 Vessel or its parts are being designed and/or manufactured. The Builder shall
 take immediate remedial action as to any valid and reasonable criticism of,
 or exception made as to, the material or workmanship by the Buyer or its Representative.

 
	
  

 	
  

 	
  

 
	
  

 	
 Valid and reasonable criticism or exceptions shall refer to
 non-conformity with this Contract, Plans, Specifications, good shipbuilding
 practice, or unsafe working conditions for the Buyer or its Representative.
 If the Builder so requests, or the Buyer so desires, the Buyer or its
 Representative shall specify such criticism or exception in writing. The
 Representative shall make every effort to carry out inspections as scheduled
 by the Builder, providing the procedures specified in the Builder’s “Quality
 Management System” (“QMS”) included in the Specifications, are followed. The
 Representative and Builder shall utilize the previously mentioned “QMS” to
 record inspection results and resolve the Buyer’s comments, if any.

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding anything to the contrary in this Contract, inspection
 and/or approval by Buyer shall not have the effect of reducing or modifying
 any obligations of Builder under this Contract or limiting the rights of
 Buyer otherwise provided herein.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 At a minimum, for the period from one month before steel cutting
 until one month after Delivery, Builder shall provide to Buyer, at no
 additional cost, in a

 


47 of 68









	
  

 	
  

 	
  

 
	
  

 	
 location that permits safe, secure and reasonable access to work
 areas, suitably lighted, heated and air conditioned facilities, including but
 not limited to:

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office
 space for up to 12 persons,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 four (4)
 private telephone lines,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one (1)
 private facsimile telephone line,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one (1) direct broad band
 line and appropriate modern for connection to an Internet Service Provider
 (ISP),

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 telephone
 handsets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 facsimile
 machine,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 file
 cabinets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 desks,
 chairs, drawing tables, etc.

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 additional office space
 for Vessel’s crew during latter part of Vessel’s construction with broadband
 local area network (LAN) line to the Representative’s main office,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office
 cleaning services,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 clean boiler
 suit service, hardhats,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 safety shoes, safety
 goggles, ear protection plugs and other normal services, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 sanitation facilities,
 changing rooms,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 labor and material
 necessary for the safe and convenient conduct, in the Shipyard, of such
 inspection(s).

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 noon meals
 for the Representatives free of charge for a maximum of twelve (12) persons
 at the Builder’s employee restaurant while work is proceeding under this
 Contract.

 
	
  

 	
  

 	
  

 
	
  

 	
 The Builder shall also provide apartments furnished to Western
 standards, in the Builder’s practice, for the Buyer’s Construction Manager
 and ten (10) other Representatives at the Buyer’s expense. If the Buyer
 requests Builder to provide the Buyer with special furniture and facilities
 beyond the Builder’s practice, any additional costs there from, if any, shall
 be borne by the Buyer.

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Builder shall also arrange for the Buyer, or its Representative, to have free
 access to the drawing offices and workshops of subcontractors and suppliers 

 


48 of 68









	
  

 	
  

 	
  

 
	
  

 	
 engaged
 by the Builder. All salaries and personal expenses of said Representative, or
 others employed by the Buyer, shall be for the Buyer’s account. International
 and long distance telephone/facsimile charges, postage, cable charges and
 other miscellaneous expenses incurred by the Representative shall be for the
 Buyer’s account.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Builder shall give the Buyer notice of any scheduled tests and
 inspections in accordance with the Specifications.

 
	
  

 	
  

 	
  

 
	
  

 	
 Buyer may elect not to personally attend any such inspections. The
 consequences of such action shall be per the Specifications.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 The BUILDER shall submit to the BUYER each month, commencing on the
 date falling one month before steel-cutting under this Contract until
 Delivery, the following documentation, the accuracy of which the BUILDER
 hereby warrants:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i) a status report on the VESSEL’s construction as compared with the
 Milestone Event Dates including an updated detailed critical path;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii) a report setting out the actual progress in performance of this
 Contract during the previous month, including comparison with the Milestone
 Event Dates;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii) a list of Modifications (if any) agreed or resolved by an
 expert during the previous month, including adjustments to the Contract, if
 any, agreed or resolved by such expert;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)
 a report on the delivery of sub-contracted materials during the previous
 month.

 


49 of 68





ARTICLE XVII TRIALS


	
  

 	
  

 
	
 (a)

 	
 When construction, fitting out and testing of the Vessel have been
 substantially completed, the Builder shall carry out in strict compliance
 with the Specifications, all cryogenic trials, gas trials, sea trials, tests
 and commissioning of the various machinery and equipment which are detailed
 for subsequent vessels as specified in the Specifications so as to
 demonstrate that such machinery and equipment are in accordance with the
 requirements of the Specifications, and shall further demonstrate that the
 Vessel and all systems function properly.

 
	
  

 	
  

 
	
  

 	
 The Builder shall notify the Buyer at least two (2) weeks prior to
 the trial dates that the Vessel shall be ready for its trials, and the Buyer
 shall promptly acknowledge receipt of said notices, and said trials shall be
 carried out in accordance with this Article XVII and the Specifications at
 the Builder’s sole risk and expense, but in the presence of the Surveyor and
 the Representatives, in order to ascertain whether said Vessel complies with
 this Contract. The Builder shall provide fifteen (15) berths on board the
 Vessel for the Buyer’s Representatives during trials. The said trials shall
 be carried out regardless of whether or not the Representatives attend.
 Failure of the Buyer and/or its Representative to attend said trials of the
 Vessel, after due notice to the Buyer as provided herein, shall be deemed to
 be a waiver by the Buyer of its right to have the Buyer and/or its Representative
 on board the Vessel at the trials. In such case, the Buyer shall accept the
 results of the trials on the basis of the Builder’s statement, certified by
 the Classification Society. The Builder shall be responsible for all acts or
 omissions (whether negligent or not) of its employees or representatives,
 including its officers, crew and pilots, or any compulsory pilots or
 inspectors required for the trials. The said trials shall be conducted in
 accordance with the Specifications. Unless the said trials reveal
 deficiency(ies) and/or failures and therefore valid complaints as to the
 fulfillment of this Contract, the Vessel shall be delivered as provided for
 in Article V.

 


50 of 68









	
  

 	
  

 
	
 (b)

 	
 The Buyer or its Representative shall have access to all data being
 taken and all calculations during the said trials, and if the Buyer or its
 Representative should detect any deficiencies and/or failures during the said
 trials, the Buyer or its Representative shall give to the Builder (as soon as
 possible but in any event within seventy-two (72) hours after the completion
 of the trials) notice that such deficiencies and/or failures exist with a
 short description of said deficiencies and/or failures. Rectification of any
 such deficiencies and/or failures shall be made in accordance with the terms
 of this Article XVII.

 
	
  

 	
  

 
	
 (c)

 	
 If any said deficiencies and/or failures are detected during the said
 trials, the Builder shall rectify same and then, by a fresh trial of like
 duration, or necessary trials/tests of the specific parts rectified,
 establish that said deficiencies and/or failures have been rectified in
 accordance with the Plans, Specifications and this Contract.

 
	
  

 	
  

 
	
 (d)

 	
 Any delay in Delivery arising as a result of said trials shall be the
 sole responsibility of the Builder.

 
	
  

 	
  

 
	
 (e)

 	
 In the event of unfavorable weather as agreed between the Builder and
 Buyer, on the date specified for the said trials, they shall take place on
 the first available day thereafter that the weather conditions permit. It is
 agreed that if during the trials of the Vessel the weather should suddenly
 become unfavorable, as would have precluded the commencement of the trials
 had the change in weather occurred before the trials had started, then, and
 in such event, the trials of the Vessel shall be discontinued and postponed
 until the first favorable day next following, unless the Buyer shall assent
 in writing to Acceptance of the Vessel on the basis of the trials made prior
 to such sudden change in weather conditions. Any delay of the trials of more
 than forty-eight (48) hour caused by such unfavorable weather conditions
 shall extend the Delivery Date by the period of delay occasioned by such
 unfavorable weather conditions.

 


51 of 68









	
  

 	
  

 
	
 (f)

 	
 Fuel oil, lubricating oils and greases required for any and all
 trials shall be purchased and supplied by the Buyer with the assistance of
 the Builder if requested, unless the Parties shall agree otherwise. The
 Builder shall pay the Buyer the cost of the fuel oil, lubricating oils and
 greases actually consumed by the Builder up to the date of Delivery at the
 Buyer’s original purchase prices.

 
	
  

 	
  

 
	
 (g)

 	
 Following
 completion of sea trials, Builder shall obtain, and load the Vessel with a
 sufficient quantity of LNG for the purpose of carrying out gas trials in
 accordance with the Specifications. Buyer shall provide reasonable
 assistance, if desired to obtain the needed LNG. Builder shall bear the cost
 and risk of:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 providing and loading sufficient LNG and/or other liquefied gases, to
 completely test the cargo system.

 
	
  

 	
 ii)

 	
 discharging the LNG or other liquefied gases remaining on board after
 completion of trials.

 
	
  

 	
  

 	
 A.

 	
 If at Buyer’s request, the Vessel must depart the trial location such
 that there is insufficient time to discharge the LNG remaining on board (less
 vapors), Buyer shall reimburse Builder for the liquid remains at a price
 equivalent to that paid by Builder to the LNG provider.

 
	
  

 	
 iii)

 	
 any such gases consumed during trials.

 
	
  

 	
 iv)

 	
 all costs associated with the use of the gas terminal including port
 charges.

 




	
  

 	
  

 
	
 (h)

 	
 Following completion of gas trials, the Vessel and its appurtenances
 shall be inspected in accordance with the Specifications to the satisfaction
 of the Buyer’s Representative.

 


52 of 68





ARTICLE XVIII INDEPENDENT CONTRACTOR;
SUBCONTRACTING


	
  

 	
  

 
	
 (a)

 	
 In the performance of the work covered by this Contract, the Builder
 shall act as an independent contractor, maintaining complete control over and
 authority to supervise the Builder’s employees. Builder, its employees,
 agents and representatives are not employees or agents of Buyer. None of
 Builder’s personnel shall be entitled to receive any compensation, benefits
 or other incidents of employment from Buyer. Nothing in this Contract shall
 be deemed to constitute a partnership or joint venture between Buyer and
 Builder. Neither Builder nor Buyer shall be or become liable or bound by any
 representation, act or omission whatsoever of the other.

 
	
  

 	
  

 
	
 (b)

 	
 The Builder may, as its sole responsibility, subcontract minor
 portions of the construction work of the Vessel, but the Builder shall, in
 any event, be responsible for all subcontractors, agents and representatives,
 and their collective employees, such that performance or non-performance of
 this Contract by subcontractors of any tier shall be deemed performance or
 non-performance by Builder. Any work to be done outside the Builder’s
 Shipyard shall be disclosed to the Buyer in advance. It is agreed that all
 major structural building components of the Vessel shall be done in the
 Builder’s Shipyard, located on Geoje Island, Republic of Korea and or by
 subcontractors located in Korea within the vicinity of Geoje Island and the
 city of Pusan who are under the direct supervision of Builder. If Buyer
 agrees in writing in advance, Builder may perform certain work in Builder’s
 Ningbo and Builder’s future other factory in China.

 


53 of 68





ARTICLE XIX TAXES AND DUTIES


The Builder shall be responsible for and pay, without recourse to the
Buyer, any and all taxes, assessments, duties or other similar levies or
charges, imposed by any governmental authorities, whether national, municipal
or local, with respect to the period up to and including Delivery (even though
assessed, determined or imposed thereafter) on or in respect of (i) this
Contract or any act or transaction hereunder, (ii) the Vessel or any part
thereof, or (iii) any imports of material or equipment, and including without
limitation, any tax imposed with respect to the sale or Delivery to the Buyer
or the Vessel’s export from Korea. Should the Buyer, at any time before or
after Delivery, be assessed or required to pay any such taxes, assessments,
duties or other similar levies or charges imposed by the Korean authorities,
the Builder shall reimburse the Buyer such amounts. The Builder’s liabilities
with regard to taxes shall be limited to the foregoing.


Taxes, assessments, duties or other charges imposed by any governmental
authority on the Buyer-furnished Equipment supplied or exported to Korea by the
Buyer or its Representative shall be the responsibility of the Buyer. The Buyer
shall bear and pay all taxes, duties, stamps, and fees incurred outside of
Korea in connection with the Buyer’s execution and/or performance of this Contract, except for taxes, duties and other
fees imposed upon those items to be procured by the Builder for construction of
the Vessel.


54 of 68





ARTICLE XX GOVERNMENTAL APPROVALS AND
LICENSES


	
  

 	
  

 
	
 (a)

 	
 Builder is an entity duly organized, validly existing and in good
 standing under the laws of its jurisdiction of incorporation. Builder has all
 requisite entity power and authority to execute, deliver and perform this
 Contract and to carry on its business as presently conducted and as proposed
 to be conducted under this Contract.

 
	
  

 	
  

 
	
 (b)

 	
 The Builder shall obtain all approvals and licenses, if any, required
 for the Builder’s performance under this Contract by any government or the
 Classification Society, including, without limitation, for registration by
 the Buyer under the flag of the Bermuda. The Builder shall assist the Buyer
 in obtaining any licenses, permits, or other authorizations, or waivers,
 necessary for the Representative to enter and/or reside in Korea to perform
 his functions as set forth herein or attend the trials specified in Article
 XVII hereof.

 
	
  

 	
  

 
	
 (c)

 	
 In case the Vessel, during construction or prior to Delivery, should
 be requisitioned or seized by a government authority, the Builder shall
 forthwith pay to the Buyer the amounts set forth in Article VII(g) hereof,
 and such refund shall forthwith release both Parties from all obligations
 under this Contract.

 


55 of 68





ARTICLE XXI LAWS AND PERMITS; CONFLICTS


	
  

 	
  

 
	
 (a)

 	
 The Builder shall ensure that the Builder, its employees and
 representatives, shall at all times comply with all applicable laws,
 ordinances, statutes, rules, and regulations set forth by any governmental
 entity or the Classification Society, including, without limitation, those
 relating to wages, hours and working conditions and insurance. The Builder,
 at its expense, shall procure all priorities, permits, licenses, inspections,
 approvals and certificates required in connection with the construction and
 completion of the Vessel and Delivery in the Shipyard. If required to permit
 performance of the work, the Builder shall furnish any bond, security or
 deposits so required. Compliance with the foregoing shall not be required to
 the extent such compliance might subject either Party to liabilities or
 penalties under U.S. laws (e.g., anti-boycott laws). Builder shall promptly
 notify Buyer of any known violation of this Article XXI(a) and, upon receipt,
 submit to Buyer a copy of each notice or statement received by Builder which
 threaten or might subject Buyer to liability.

 
	
  

 	
  

 
	
 (b)

 	
 No director, employee or agent of Builder shall give or receive any
 commission, fee, rebate, gift or entertainment of significant cost or value
 in connection with this Contract or enter into any other business arrangement
 with any director, employee or agent of Buyer or any of its affiliates
 without prior written notification to Buyer. Any representative(s) authorized
 by Buyer may audit any and all records of Builder for the sole purpose of
 determining whether there has been compliance with this clause.

 
	
  

 	
  

 
	
 (c)

 	
 Neither Builder nor his/her employees, agents or subcontractors, or
 their employees or agents, shall make any payment or give anything of value
 to any official of any government or public international organization
 (including any officer or employee of any government department, agency or
 instrumentality) to influence his/her or its decision, or to gain any other
 advantage for the Buyer or Builder in connection with the work performed
 hereunder. Builder shall immediately notify the Buyer of any violation of
 this clause and shall immediately reimburse the Buyer out of any and all
 monies paid by the Buyer

 


56 of 68









	
  

 	
  

 
	
  

 	
 to Builder, an amount equal to the amount of the payment or the value
 of the gift to such an official which gives rise to such violation. Also,
 Builder shall hold the Buyer harmless for all losses and expenses arising out
 of such violation. In the event of any violation of this clause the Buyer
 may, at its sole option, terminate this agreement at any time and
 notwithstanding any other provision of this agreement, pay no compensation or
 reimbursement to Builder whatsoever for any service performed after the date
 of such violation.

 
	
  

 	
  

 
	
 (d)

 	
 Builder shall defend and indemnify Buyer against all claims, damages
 and costs (including any fees and expenses incurred in defense thereof)
 resulting from Builder’s failure to comply with this Article XXI.

 


57 of 68





ARTICLE XXII INTELLECTUAL PROPERTY AND
CONFIDENTIALITY


	
  

 	
  

 
	
 (a)

 	
 Except for the aforesaid Buyer-furnished Equipment, all royalties and
 licensing and engineering fees required for incorporating patented features
 or proprietary articles into the Vessel shall be paid by the Builder. The
 Builder shall indemnify and save the Buyer harmless from all claims, damages
 and costs (including any fees and expenses incurred in defense thereof)
 resulting from any alleged patent, trademark or trade name infringement based
 upon the design, construction or use of the Vessel or any part thereof
 furnished by the Builder, its suppliers or subcontractors. The Buyer shall
 notify the Builder of any such claim of which the Buyer has notice, and the
 Builder shall assume the responsibility and defense thereof at the Builder’s
 expense.

 
	
  

 	
  

 
	
  

 	
 The Builder retains all rights with respect to the Specifications,
 the plans and working drawings, technical descriptions, calculations, test
 results, and other data, information, and documents concerning the design and
 construction of the Vessel, and the Buyer undertakes therefore not to
 disclose the same or divulge any information contained therein to any third
 parties, without prior consent of the Builder, which shall not be
 unreasonably withheld, except where it is necessary for operation, repair and
 maintenance of the Vessel or to any charterer of the Vessel from the Buyer or
 to any purchaser of the Vessel from the Buyer or as otherwise required by
 law.

 
	
  

 	
  

 
	
  

 	
 All inventions, discoveries and improvements, patentable and
 unpatentable and all patent rights thereto arising under this Contract shall
 belong to the party which made or conceived them.

 
	
  

 	
  

 
	
 (b)

 	
 The Parties agree not to disclose any of the terms and conditions set
 forth in this Contract except as necessary to enforce this Contract, unless
 otherwise mutually agreed or as otherwise required by law.

 
	
  

 	
  

 
	
  

 	
 During the performance of work under this Contract it may be
 necessary for Buyer to make available to Builder technical information that
 is designated by Buyer to be confidential. Builder shall hold all such
 information in confidence

 


58 of 68









	
  

 	
  

 
	
  

 	
 and same shall not be disclosed to any third party or used for any
 purpose other than provided herein without the prior written consent of the
 Buyer.

 
	
  

 	
  

 
	
  

 	
 Builder represents and warrants that each of its subcontractors,
 vendors and employees involved in the construction of Vessel or that have
 access to confidential technical information, as designated by Buyer, shall be
 obligated to Builder as set forth in this Article.

 


59 of 68





ARTICLE XXIII CONTRACTUAL RESPONSIBILITIES AND
PROCEDURES; AUDIT RIGHTS


	
  

 	
  

 
	
 (a)

 	
 Notwithstanding any other provision in this Article XXIII, Buyer is
 permitted to assign or novate all its rights and obligations under this
 Contract to a direct or indirect subsidiary of Gaslog Ltd. or to a joint
 venture project where Gaslog Ltd is a 15% or greater participant. Upon prior
 written consent by the Builder, not to be unreasonably withheld, the Buyer is
 permitted to assign or novate all its rights and obligations under this
 Contract to a third party acquiring ownership of the Vessel to charter the
 Vessel to a direct or indirect subsidiary of Gaslog Ltd or to a joint venture
 project where Gaslog Ltd is a 15% or greater participant. Such third party
 would assume all Buyer’s rights and obligations under this Contract.

 
	
  

 	
  

 
	
  

 	
 Builder may not assign its rights and obligations under this Contract
 without the prior written consent of Buyer and/or its assignee which consent
 shall not be unreasonably withheld.

 
	
  

 	
  

 
	
 (b)

 	
 Upon signing this Contract the Buyer intends to register the Vessel
 under the Bermuda flag but may elect an alternate registry within a
 reasonable time prior to Delivery (subject to mutual agreement on necessary
 alterations as provided for in Article XV(b)).

 
	
  

 	
  

 
	
 (c)

 	
 Buyer may assign or novate all of its rights, duties and obligations
 under this Contract to another company (hereinafter called “NewCo”) provided
 that NewCo shall demonstrate to the reasonable satisfaction of the Builder
 that it is financially able to meet the Buyer’s rights, duties and
 obligations hereunder. Such assignment or novation shall release and
 discharge Buyer from all of its liabilities under this Contract. In case that Buyer’s Charterer requires
 Novation as security for its rights under its charter and/or Buyer’s lenders
 or financiers as part of financing the acquisition cost of the Vessel require
 Assignment, Builder and Buyer in good faith agree to enter promptly into a
 Tri-partite Agreement in a form of Appendix C and/or the Form of Appendix E
 attached hereto with such Party regulating the responsibilities and right of
 the respective parties.

 


60 of 68









	
  

 	
  

 
	
 (d)

 	
 Builder shall pay the charges for official inspection and
 certifications required by the Government of Registry specified in
 Specifications, and the registration of the Vessel shall be the
 responsibility of the Buyer.

 
	
  

 	
  

 
	
 (e)

 	
 Builder shall maintain true and correct records in connection with
 its performance relating to this Contract and payments made in connection
 therewith throughout the term of this Contract and for a period of not less
 than twenty-six (26) months after termination of this Contract. Builder shall
 make such records available to the Buyer as may be needed. The Buyer shall
 undertake to view such records without undue disruption to the Builder’s
 business. Builder shall use best efforts to make available subcontractor and
 supplier books and records in connection with payments made or performance
 rendered in connection with this Contract if necessary.

 
	
  

 	
  

 
	
 (f)

 	
 Builder agrees to execute and provide Buyer (and its assigns) all
 additional supplemental documentation as may be necessary for Buyer to take
 Delivery and perform post-Delivery activities contemplated by this Contract.

 


61 of 68





ARTICLE XXIV CONTRACT AND AMENDMENTS;
CONSTRUCTION


	
  

 	
  

 
	
 (a)

 	
 This Contract and the Plans and the Specifications have been prepared
 in the English language, which shall control. The Contract has been signed in
 duplicate, one counterpart being retained by the Builder and one by the
 Buyer. The Plan and the Specifications have been signed in duplicate, one
 counterpart being retained by the Builder and one by the Buyer.

 
	
  

 	
  

 
	
 (b)

 	
 No representative of either party shall have authority to make, and
 neither party shall be bound by, nor liable for, any statement,
 representation, promise or agreement not set forth herein. No changes,
 amendments, or modifications shall be valid unless reduced to writing and
 signed by the Parties.

 
	
  

 	
  

 
	
 (c)

 	
 The validity, enforcement and interpretation of this Contract shall
 be governed by the Laws of England without regard to its conflicts of law
 rules.

 
	
  

 	
  

 
	
 (d)

 	
 The language of this Contract shall be construed simply according to
 its fair meaning and not strictly for or against any party. The headings of
 articles and paragraphs are for convenience only and do not limit or construe
 their contents. Capitalized words shall have the meanings defined where such
 terms occur in quotation marks in this Contract. All words used in any number
 or gender shall extend to include any other numbers or gender as the context
 may require.

 
	
  

 	
  

 
	
 (e)

 	
 If any provision of this Contract is capable of more than one
 construction, one of which would render the provision void and the other of
 which would render the provision valid, then the provision shall have the meaning
 which renders it valid. The word “including” shall be construed to include
 the words “without limitation.”

 
	
  

 	
  

 
	
 (f)

 	
 This Contract may be executed in multiple copies, each of which shall
 be deemed an original.

 


62 of 68









	
  

 	
  

 
	
 (g)

 	
 Every part of this Contract shall be considered severable. If for any
 reason any part of this Contract is held to be invalid, that determination
 shall not impair the other parts of this Contract.

 
	
  

 	
  

 
	
 (h)

 	
 A party may by written instrument unilaterally waive or reduce any
 obligation of the other under this Contract. No failure of either of the
 Parties to exercise any power reserved to either of them in this Contract, or
 to insist upon compliance by the other with any obligation or condition in
 this Contract and no custom or practice of the Parties at variance with the
 terms hereof, shall constitute a waiver of either party’s rights to demand
 exact compliance with any of the terms of this Contract. Waiver by either party
 of any particular default shall not affect or impair such party’s right with
 respect to any subsequent default of the same or of a different nature; nor
 shall any delay, forbearance, or omission of either party to exercise any
 power or right arising out of any breach or default by the other party of any
 of the terms, provisions, or covenants of this Contract affect or impair
 either party’s rights; nor shall such constitute a waiver by either party of
 any rights hereunder or rights to declare any subsequent breach or default.

 


63 of 68





ARTICLE XXV ARBITRATION


	
  

 	
  

 
	
 (a)

 	
 If any dispute arises between the Parties hereto with regard to the
 application or interpretation of rules for construction and classification of
 vessels promulgated by the Classification Society (or other matters deemed
 appropriate by the Parties), the Parties may by mutual consent refer the
 dispute to the Classification Society, or to such other expert as may be
 mutually agreed upon between the two Parties hereto, and whose decision shall
 be final, conclusive and binding upon the Parties hereto. For any difference
 of opinion on inspections or tests, the Buyer’s Representative and Builder’s
 inspector shall refer to the opinion of the Class’ surveyor for the
 settlement of matter related to Class.

 
	
  

 	
  

 
	
 (b)

 	
 Should any dispute of any nature arise out of or in respect of this
 Contract, its performance or interpretation or any breach of this Contract
 which is not decided in accordance with Article XXV(a) above, such dispute
 shall be settled by arbitration in London, England in accordance with the
 rules of the London Maritime Arbitrators Association (the “LMAA”) and
 otherwise in accordance with the provisions of the Laws of England without
 regard to its conflicts of law rules. The party who desires arbitration of
 any such dispute shall give written notice to the other party. The notice
 shall state the name and address of the arbitrator whom it appoints and
 describe the specific nature of the particular dispute. Such notice shall be
 sent by registered air mail and shall be addressed in the manner set forth in
 Article XXVI, and the other party shall, within thirty (30) days following
 the receipt of said notice, give written notice to the party requesting the
 arbitration as to the name and address of the arbitrator whom it appoints,
 which notice shall be sent by registered air mail and shall be addressed in
 the manner set forth in Article XXVI, provided that if the other party should
 fail to so appoint its arbitrator, the arbitrator appointed by the party desiring
 the arbitration may proceed with the arbitration hearing and issue an award.
 Otherwise the two arbitrators so chosen shall select a third arbitrator. The
 applicable law of England on all matters at issue shall apply without regard to conflicts of law rules.

 


64 of 68









	
  

 	
  

 
	
  

 	
 A judgment based upon the decision of the majority of the arbitrators
 or the sole arbitrator, as the case may be, may be entered in the appropriate
 court of any country having jurisdiction of either party. The arbitrators
 shall also decide which party, or the extent to which each party, shall pay
 costs of arbitration. Unless and to the extent otherwise determined by the
 arbitrator(s), reference to arbitration shall not relieve the Builder of its
 obligation diligently to proceed with the construction, completion and
 delivery of the Vessel, but the majority of the arbitrators or the sole
 arbitrator, as the case may be, shall decide the extent to which the Delivery
 Date shall be extended by virtue of the dispute having been referred to
 arbitration.

 


65 of 68





ARTICLE XXVI NOTICES


Unless
otherwise specified, all notices hereunder shall be made in writing and
delivered personally or by registered mail, postage prepaid, or by cable, or
facsimile to the Builder and to the Buyer at the following respective
addresses, unless changed by notice duly given in accordance with this Article
XXVI:


	
  

 	
  

 
	
 To the Builder, at:

 
	
  

 	
  

 
	
 Samsung
 Heavy Industries Co., Ltd.

 
	
 34th Fl.,
 Samsung Life Insurance Seocho Tower

 
	
 1321-15
 Seocho-Dong, Seocho-Gu,

 
	
 Seoul Korea
 137-955

 
	
 Telefax:

 	
 82-2-3458-7329
 (Sales Department) /82-2-3458-7319 (Sales Planning Department)

 
	
 Telephone:

 	
 82-2-3458-7331
 (Sales Department) /82-2-3458-7312 (Sales Planning Department)

 
	
  

 
	
 Or
 preferably to its Geoje Shipyard:

 
	
  

 
	
 Samsung
 Heavy Industries Co., Ltd 

 
	
 Geoje
 Shipyard

 
	
 530
 Jangpyung-ri, shinyn-up

 
	
 Geoje City,
 Kyungnam, Korea 656-800

 
	
  

 
	
 Telefax:

 	
 82-55-630-5135
 (Design Department)

 
	
  

 	
 82-55-630-3950
 (CS Group)

 
	
  

 
	
 To the
 Buyer, at:

 
	
  

 
	
 GAS-ten Ltd

 
	
 c/o GasLog
 Monaco SAM

 
	
 Gildo Pastor Center

 
	
 7, rue du Gabian

 
	
 MC 98000 Monaco

 
	
 Attention:

 	
 Mr. Jan E.
 Petersen

 
	
  

 	
  

 
	
 Telefax:

 	
 +377
 97975124

 
	
 Telephone:

 	
 +377
 97975115

 


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 Copy to:

 
	
  

 
	
 Ceres LNG
 Services Ltd

 
	
 69 Akti
 Miaouli

 
	
 Piraeus
 18537, Greece

 
	
  

 
	
 Attention:

 	
 Mr.
 Theodoros Katemidis (Technical Matters)

 
	
  

 	
  

 
	
 Telefax:

 	
 +30 210
 4591251

 
	
 Telephone:

 	
 +30 210 4591967

 


67 of 68





ARTICLE XXVII EFFECTIVE DATE


This Contract
shall become effective upon execution by all Parties (herein called the
“Effective Date”).


IN WITNESS
WHEREOF, the Parties hereto executed this Contract as of the date first set
forth above.


	
  

 	
  

 
	
 For the
 Builder:

 	
 Samsung
 Heavy Industries Co., Ltd.

 
	
  

 	
  

 
	
  

 	
 /s/ I. S.
 Roh

 
	
  

 	

 


 
	
  

 	
 By: I. S.
 Roh

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
 For the
 Buyer:

 	
 GAS-ten Ltd.
 

 
	
  

 	
  

 
	
  

 	
 /s/ Peter
 Livanos

 
	
  

 	

 


 
	
  

 	
 By: /s/
 Peter Livanos

 
	
  

 	
 Title:

 


68 of 68





SCHEDULE 1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Installment

 	
  

 	
 Percent of

 Purchase Price

 	
  

 	
 Initiating Event

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 First

 	
  

 	
 ***** of
 contract price

 	
  

 	
 Upon signing
 of shipbuilding contract by both Parties and receipt of the Letter of
 Guarantee required by Article XI

 
	
  

 
	
 Second

 	
  

 	
 *****

 	
  

 	
 Steel
 Cutting not earlier than seventeen (17) months prior to delivery

 
	
  

 
	
 Third

 	
  

 	
 *****

 	
  

 	
 Keel Laying
 not earlier than eleven (11) months prior to delivery

 
	
  

 
	
 Fourth

 	
  

 	
 *****

 	
  

 	
 Launching
 not earlier than nine (9) months prior to delivery

 
	
  

 
	
 Final

 	
  

 	
 ***** ± any
 adjustments

 	
  

 	
 Delivery of
 the Vessel

 


1






APPENDIX A: FORM OF LETTER OF GUARANTEE


IRREVOCABLE
INSTALLMENT PAYMENT 

LETTER OF GUARANTEE 

[STATIONARY OF GUARANTOR BANK] 


_______________, 2011


[Name of
Buyer] 


Gentlemen: 


We hereby open our irrevocable letter of guarantee No _____ in favor of
__________ (hereinafter called the “Buyer”) for account of Samsung Heavy
Industries Co., Ltd. (hereinafter collectively called the “Builder”) as follows
in consideration of the shipbuilding contract dated (hereinafter called the
“Contract”) made by and among the Buyer and the Builder for the construction of
one (1) single screw LNG carrier having Builder’s Hull No. _____ (hereinafter
called the “Vessel”). 


If in connection with the terms of the Contract the Buyer shall become
entitled to a refund of the installments paid made to the Builder prior to the
delivery of the Vessel, we hereby irrevocably guarantee the repayment of the
same to the Buyer immediately on demand US$__________ (Say U.S. Dollars          only)
together with interest thereon at the rate of _____ (_____ ) per cent per annum
from the date following the date of receipt by the Builder to the date of
remittance by telegraphic transfer of such refund. 


The amount of this guarantee will be automatically increased, not more
than three (3) times, upon Builder’s receipt of the respective installment:
each time by the amount of installment of USD _____, USD _____, and USD _____
respectively plus interest thereon as provided in the Contract, but in any
eventuality the amount of this guarantee shall not exceed the total sum of
US$__________ (Say U.S. Dollars only) plus interest thereon at the rate of
_____ (_____) percent per annum from the date following the date of Builder’s
receipt of each installment to the date of remittance by telegraphic transfer
of the refund. 


In case any refund is made to you by the Builder or by us under this
guarantee, our liability hereunder shall be automatically reduced by the amount
of such refund. 


2





In the event of cancellation of the Contract being based on delays due
to force majeure or other causes beyond the control of the Builder in Article
V(d), interest shall be paid at the rate of _____ ( ) percent per annum from
the date following the date of Builder’s receipt of each installment to the
date of remittance by telegraphic transfer of the refund. 


Refund under this letter of guarantee is available against our simple
receipt and signed statement certifying that Buyer’s demand for refund has been
made in conformity with Article VII(g) of the Contract and the Builder has
failed to make the refund within four (4) weeks after your demand to the
Builder. Refund shall be made to you by telegraphic transfer in United States
Dollars. 


This letter of guarantee shall expire and become null and void upon
receipt by the Buyer of the sum guaranteed hereby or upon acceptance by the
Buyer of the delivery of the Vessel in accordance with the terms of the
Contract in any case, this letter of guarantee shall be returned to us. This
guarantee shall be in force and effect from the date of the Builder’s actual
receipt of the 1 st installment until delivery or in the event of delayed
delivery until such time as the Vessel is delivered by the Builder to the Buyer
in accordance with the terms of the Contract. 


Notwithstanding the provisions hereinabove, in case we receive
notification from you or the Builder confirmed by an Arbitrator stating that
your claim to cancel the Contract or your claim for refundment hereunder has
been disputed and referred to Arbitration in accordance with the provisions of
the Contract, the period of validity of this guarantee shall be extended until
thirty(30) days after the final award shall be rendered in the Arbitration and
a copy thereof acknowledged by the Arbitrators. In such case, this guarantee
shall not be available unless and until such acknowledged copy of the final
award in the Arbitration justifying your claim is presented to us. 


This Letter of Guarantee is assignable by the Buyer in accordance with
the terms of Contract and we hereby confirm that we shall specifically consent
to any such transfer upon receipt of a written request by you. Prior written
notice of any such assignment or transfer should be given to us and the
BUILDER. A new letter of Guarantee will be issued in the event of novation of
the Contract to a charterer of the Vessel and this letter of Guarantee shall be
returned to us. 


3





Any notice or demand under this letter of guarantee shall be given by
facsimile and sent to: 


This guarantee shall be governed by the Laws of England without regard
to conflicts of laws rules. 


Any dispute, claim or controversy which cannot be resolved amicably
arising out of or in connection with this letter of guarantee shall be finally
settled under the English Arbitration Act, 1996. The seat of arbitration will
be London, England and the language to be used in the arbitration proceedings
shall be English. 


Very truly yours, 


4





APPENDIX B: PROTOCOL OF DELIVERY AND
ACCEPTANCE


PROTOCOL OF
DELIVERY AND ACCEPTANCE 


KNOW ALL MEN
BY THESE PRESENTS: 


That the undersigned, ____________________, _____ (“the Builder”) does
hereby deliver at _____ hours (_____ time) on __________, __________ or it’s
Assignee (the “Buyer”), the vessel described hereunder in accordance with the
provisions of the Shipbuilding Contract dated __________, 20__, as amended,
made by the Builder and the Buyer. 


	
  

 	
  

 
	
  

 	
 Name of
 Vessel:

 
	
  

 	
 Builder’s
 Hull No.

 
	
  

 	
 Type of
 Vessel: 154,800 cubic meter LNG carrier

 


That the undersigned, ____________________ or it’s Assignee does hereby
accept delivery of the aforesaid vessel and certify that the same is delivered
in accordance with the provisions of the said Shipbuilding Contract, and that
this PROTOCOL OF DELIVERY AND ACCEPTANCE does not release the Builder from its
responsibilities under the Builder’s Guarantee Clause as defined in Article XIV
of said Shipbuilding Contract. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
 Attorney-in-Fact

 	
  

 	
  

 	
 Attorney-in-Fact

 
	
 Date:

 	
  

 	
  

 	
 Date:

 	
  

 


5





APPENDIX C: FORM OF TRI-PARTITE AGREEMENT


NOVATION AGREEMENT


This Novation Agreement (hereinafter called “this Agreement”) made on
this _____ day of ,__________, 20xx. 


BETWEEN: 


	
  

 	
  

 	
  

 
	
 1)

 	
 Samsung Heavy Industries Co., Ltd., a company organised and existing
 under the laws of Korea having its principal office at 34 Fl. Samsung Life
 Insurance Seocho Tower, 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857
 (hereinafter called the “Builder”); and 

 
	
 2)

 	
  

 	
 (hereinafter called “the Original Buyer”); and

 
	
 3)

 	
  

 	
 , (hereinafter called “the New Buyer”).

 


WHEREAS:


	
  

 	
  

 
	
 A.

 	
 By a Shipbuilding Contract dated xxxx made between the Builder and
 the Original Buyer, as the same may be amended for time to time, (the
 “Building Contract”), the Builder agreed to build and deliver to the Original
 Buyer an Liquefied Natural Gas Carrier to be known during construction as
 Hull No. 2044 upon the terms contained therein.

 
	
  

 	
  

 
	
 B.

 	
 The Hull No. 2044 (the “Vessel”) which expression shall include,
 where appropriate, every part thereof and all appurtenances and components
 from time to time appropriated or intended for the Vessel is to be
 constructed in the Builder’s yard in accordance with the Building Contract
 and the Specifications.

 
	
  

 	
  

 
	
 C.

 	
 In accordance with the terms of the Building Contract and a time
 charterparty dated xxxx and made between the Original Buyer and the New Buyer
 (the “Charterparty”) the parties have entered into this Agreement, the terms
 of which shall only become effect on the Effective Date (as hereinafter
 defined).

 
	
  

 	
  

 
	
 D.

 	
 The Builder and the Original Buyer (each on their own part) are
 willing for the New Buyer to be substituted in the place of the Original
 Buyer as aforesaid upon terms and conditions herein contained.

 
	
  

 	
  

 
	
 E.

 	
 This Agreement is supplemental to the Building Contract 

 


6









	
  

 	
  

 
	
 NOW IT IS HEREBY AGREED between the parties hereto as follows: 

 
	
  

 
	
 1.

 	
 All expressions used in this Agreement and which are defined in the
 Building Contract shall bear the same meaning in this Agreement and
 references herein to the Building Contract shall (where the Building Contract
 so admits) be deemed to include references to the Building Contract as
 novated and amended by this Agreement. 

 
	
  

 	
  

 
	
 2.

 	
 In consideration of the New Buyer accepting and assuming the
 liabilities and obligations of the Original Buyer under the Building Contract
 in the manner herein provided (the sufficiency of which consideration the
 Original Buyer hereby acknowledges), the Original Buyer hereby assigns and
 transfers to the New Buyer with the consent of the Builder and the New Buyer
 hereby agree that, with effect on and from the Effective date as hereinafter
 defined, the New Buyer shall be and is hereby substituted in the place of the
 Original Buyer as a party to and as the Buyer of the Vessel under the
 Building Contract and that the Building Contract shall, with effect on and
 from the said Effective Date, be construed and treated in all respects as if
 the New Buyer were named therein instead of the Original Buyer. 

 
	
  

 	
  

 
	
 3.

 	
 The Builder hereby agrees with the New Buyer that, in the event that
 the Builder becomes entitled to rescind the Building Contract in accordance
 with the terms, the Builder will notify the New Buyer prior to exercising
 such right to rescind the Building Contract. 

 
	
  

 	
  

 
	
 4.

 	
 The New Buyer hereby agrees with the Builder that, with effect from
 the Effective Date hereinafter defined, the New Buyer shall duly and
 punctually perform and discharge all liabilities and obligations whatsoever
 from time to time to be performed or discharged by it under or by virtue of
 the Building Contract in all respects as if the New Buyer were named therein
 instead of the Original Buyer. 

 
	
  

 	
  

 
	
 5.

 	
 Subject as provided in Clause 6 hereof, the Builder hereby agrees
 with the New Buyer that, with effect on and from the Effective Date, the
 Builder shall be bound by the Building Contract in all respects as if the New
 Buyer were named therein instead of the Original Buyer.

 


7









	
  

 	
  

 	
  

 
	
 6.

 	
 With effect on and from the
 Effective Date, the Builder and the Original Buyer hereby mutual release and
 discharge each other from all other liabilities, obligations, claims and
 demand whatsoever touching or concerning the Building Contract and in respect
 of anything done or omitted to be done under or in connection therewith but
 without prejudice to the rights of the New Buyer and the Builder against each
 other in respect of any such liabilities, obligation, claims and demands.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 This Agreement shall be
 deemed in all respects to take effect on and from the date on which the New
 Buyer, by written notice, notifies both the Builder and the Original Buyer
 that: (i) a breach of the Charterparty has occurred pursuant to Clauses xxxxx
 thereof, (ii) having been advised by the Builder (pursuant to Clause 3 of
 this Agreement), circumstances have arisen that entitles the Builder to
 rescind the Building Contract or (iii) having been advised by the Original
 Buyer, circumstances have arisen that entitles the Original Buyer to rescind
 the Building Contract and, in each such case, the New Buyer intends for the
 rights and obligations of the parties herein to become effective (such date
 being herein called the “Effective Date”).

 
	
  

 	
  

 	
  

 
	
 8.

 	
 (A) This Agreement shall be
 construed and interpreted and be enforceable according to English Law

 
	
  

 	
  

 	
  

 
	
  

 	
 (B) In the event of any
 dispute, difference or claim arising out of or relating to or in connection
 with this Agreement the same shall be subject to the exclusive jurisdiction
 of the English High Court of Justice in London. For the purpose of any
 proceedings hereunder the parties hereby irrevocably nominate the following
 as their agents for the service of process:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 For the Original Buyer:

 
	
  

 	
 (ii)

 	
 For the New Buyer:

 
	
  

 	
 (iii) 

 	
 For the Builder

 


8





IN WITNESS
WHEREOF the parties hereto have caused this Agreement to be duly executed the
day and year first above written. 


Signed by: 


for and on behalf of:- 


	
  

 	
  

 	
  

 
	
 Samsung Heavy Industries Co., Ltd.

 
	
  

 	
  

 	

 


 
	
 in the presence of:-

 	
  

 	
  

 
	
  

 
	
 Signed by:

 	
  

 	
  

 
	
  

 
	
 for and on
 behalf of:-

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
 in the presence of:-

 	
  

 	
  

 
	
  

 
	
 Signed by:

 	
  

 	
  

 
	
  

 
	
 for and on
 behalf of:-

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
 in the presence of:-

 	
  

 	
  

 


9






APPENDIX D: FORM OF PERFORMANCE GUARANTEE


Samsung Heavy Industries Co., Ltd,

34th Floor,
Samsung Life Insurance Seocho Tower

1321-15, Seocho-dung, Seocho-Gu,
Seoul, Republic of Korea 137-857


In consideration
of the shipbuilding Contract dated 3rd July 2011 (the “Contract”)
between you and GAS-ten Ltd. (hereinafter called the “BUYER”), for the
construction of a 154,800 Cubic Meter LNG Carrier having your Hull No.2044
(hereinafter called the “VESSEL”) providing among other things for payment of
the Contract Price amounting to United States Dollars *****;


We, the
undersigned, hereby irrevocably and unconditionally guarantee to you, your
successors, and assigns the due and faithful performance by the BUYER of all of
its liabilities and responsibilities under the Contract and any supplement,
amendment, change or modification hereafter made thereto, including but not
limited to, due and prompt payment of the Contract Price by the BUYER to you,
your successors and assigns under the Contract and any supplement, amendment,
change or modification as aforesaid (hereby expressly waiving notice of any
such supplement, amendment, change or modification as may be agreed to by the
BUYER and confirming that this Guarantee shall be fully applicable to the
Contract as so supplemented, amended, changed or modified).


This
Guarantee automatically expires and becomes null and void upon the receipt of
the final installment by yourselves and the execution of the Protocol of
Delivery and Acceptance of the Vessel by the Buyer and yourselves, whereupon
this Guarantee shall be returned to us.


This
Performance Guarantee shall be governed by the laws of England and Article XXV (Arbitration) shall be
applicable hereto.


SIGNED FOR AND ON BEHALF OF

GUARANTOR :

BY :

TITLE :
WITNESS :


10





APPENDIX E: FORM OF MULTI-PARTY
AGREEMENT


DATED
[          ] 20[Ÿ]


 [SECURITY
TRUSTEE]


AND


GAS-TEN LTD.]


AND


SAMSUNG
HEAVY INDUSTRIES CO., LTD


AND


 [                              ]


	
  

 
	

 


 
	
 
MULTIPARTY
 AGREEMENT

 
	
  

 
	
 Samsung
 Heavy Industries Co., Ltd Hull No. [Ÿ]



 
	

 


 



11





THIS MULTIPARTY AGREEMENT is made the [Ÿ] day of [Ÿ], 20[Ÿ]


Between:-


	
  
 	
  
 
	
 (1)
 	
  [NAME OF
 BUYER’S LENDERS’ SECURITY TRUSTEE], a company
 incorporated in [Ÿ], acting for the purposes of this Agreement through its
 office at [Ÿ] (the “Security
 Trustee”);
 
	
 (2)
 	
 [GAS-ten
 Ltd.], a
 corporation organised and existing under the laws of Bermuda, having its
 registered office at Clarendon House, 2 Church Street, Hamilton, HM11,
 Bermuda (the “Buyer”);
 
	
 (3)
 	
 Samsung Heavy Industries Co., Ltd, a corporation organised and existing under the laws of the Republic
 of Korea, having its registered office at [Ÿ] (the “Builder”);
 and
 
	
 (4)
 	
 [Ÿ], a company incorporated according to the
 laws of [Ÿ] whose registered
 office is at [Ÿ] (the “Charterer”),
 
	
 (the
 “Parties”).
 
	
  
 	
  
 
	
 WHEREAS
 
	
  
 	
  
 
	
 (A)
 	
 The
 Buyer and the Builder have entered into a shipbuilding contract dated [Ÿ] (as amended hereby and as it may be
 further amended and/or supplemented from time to time, the “Shipbuilding Contract”) for the construction and sale by the
 Builder and the purchase by the Buyer of a 154,800 cbm LNG Carrier with the
 Builder’s Hull No [Ÿ] (the “Vessel”).
 
	
 (B)
 	
 By an agreement dated
 [Ÿ] (the “Loan Agreement”) and made between (inter alios) (1) the
 Buyer, (2) the banks and financial institutions listed therein as lenders
 and/or swap providers (the “Finance Parties”) and (3) the Security
 Trustee as facility agent and as security trustee, the Finance Parties agreed
 to advance by way of loan to the Buyer, upon the terms and conditions therein
 contained, a sum not exceeding [Ÿ].
 
	
 (C)
 	
 The
 Buyer, the Builder and the Charterer are party to a Step-In Agreement dated [Ÿ] (the “Step-in Agreement”) which gives effect to certain rights of the Charterer and certain
 obligations of the Buyer under a Master Agreement dated [Ÿ] made between the Buyer as owner and the
 Charterer as charterer 
 



12









	
  
 	
  
 
	
  
 	
 providing,
 inter alia, for the chartering of the Vessel by the Buyer to the Charterer
 pursuant to the Charter (the “Master Agreement”).
 
	
 (D)
 	
 Pursuant
 to the Loan Agreement, the Buyer has agreed, inter alia, to assign its rights
 under the Shipbuilding Contract and the Refund Guarantee (as defined below)
 to the Security Trustee as security trustee for the Finance Parties by way of
 security for the Secured Liabilities (as defined below).
 
	
 (E)
 	
 Pursuant
 to the Master Agreement it is a condition precedent to such assignment by the
 Buyer that the Security Trustee would enter into this Agreement.
 
	
  
 	
  
 
	
 NOW THEREFORE the Security Trustee, the Builder, the Buyer and the Charterer hereby
 agree as follows:
 
	
  
 	
  
 
	
 1.
 	
 Definitions and Interpretation
 
	
 1.1
 	
 Expressions defined in
 the Shipbuilding Contract shall, unless otherwise expressly provided herein or the context otherwise
 requires, have the same meanings when used in this Agreement.
 
	
 1.2
 	
 In this Agreement, the
 following expressions shall have the following meanings:
 
	
  
 	
  
 
	
  
 	
 “Charter” means the maiden
 voyage charter of the Vessel and the time charter of the Vessel both entered
 or to be entered into between the Buyer and the Charterer pursuant to the
 Master Agreement.
 
	
  
 	
  
 
	
  
 	
 “Encumbrance” means any
 mortgage, charge, (whether fixed or floating), pledge, lien, hypothecation,
 assignment, trust arrangement or security interest or other encumbrance of
 any kind securing any obligation of any person or having the effect of
 conferring security or any type of preferential arrangement (including,
 without limitation, title transfer and/or retention arrangements having a
 similar effect).
 
	
  
 	
  
 
	
  
 	
 “Novation Agreement” means
 the novation agreement in respect of the Shipbuilding Contract to be entered
 into by the Builder, the Buyer and the Charterer pursuant to Clause 4.1 or
 Clause 4.3, as may be applicable.
 



13









	
  
 	
  
 	
  
 
	
  
 	
 “Permitted
 Encumbrance” means:
 
	
  
 	
 (a)
 	
 the assignment of the Buyer’s rights, title, interest
 and benefits in the Shipbuilding Contract and the Refund Guarantee to the
 Security Trustee pursuant to the Pre-Delivery Security Assignment;
 
	
  
 	
 (b)
 	
 any lien for taxes of any kind either not yet
 assessed or, if assessed, not yet due and payable or being contested in good
 faith by appropriate proceedings; and
 
	
  
 	
 (c)
 	
 any encumbrance arising out of claims, judgments or
 awards against the Buyer which are being contested in good faith or which are
 the subject of a pending appeal and for which there shall have been granted a
 stay of execution pending such appeal.
 
	
  
 	
  
 	
  
 
	
  
 	
 “Pre-Delivery Security Assignment”
 means the assignment to be entered into by the Buyer and the Security Trustee
 in the form of Exhibit A to this Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 “Refund Guarantee” means the refund guarantee dated [Ÿ]
 issued by the Refund Guarantor relating to the Vessel.
 
	
  
 	
  
 	
  
 
	
  
 	
 “Refund Guarantor” means [Ÿ] of [Ÿ].
 
	
 1.3
 	
 In this Agreement,
 unless otherwise specified or the context requires otherwise:
 
	
  
 	
 (a)
 	
 Words denoting the
 plural number include the singular and vice versa.
 
	
  
 	
 (b)
 	
 Words denoting persons
 include corporations, partnerships, associations of persons (whether
 incorporated or not) or governmental or quasi-governmental bodies or
 authorities and vice versa.
 
	
  
 	
 (c)
 	
 References to Recitals,
 Clauses and Exhibits are references to recitals and clauses of, and the
 exhibits to, this Agreement.
 
	
  
 	
 (d)
 	
 The headings and
 contents page are for the purpose of reference only, have no legal or other
 significance, and shall be ignored in the interpretation of this Agreement.
 
	
  
 	
 (e)
 	
 References to any
 document are, unless the context otherwise requires, references to those
 documents as amended, supplemented, novated or replaced from time to time.
 



14









	
  
 	
  
 	
  
 
	
  
 	
 (f)
 	
 References
 to statutes or provisions of statutes are references to those statutes, or
 those provisions, as from time to time amended, replaced or re-enacted.
 
	
  
 	
 (g)
 	
 References to the
 Security Trustee, the Finance Parties, the Builder, Buyer or Charterer
 include their respective successors, transferees and assignees.
 
	
  
 	
 (h)
 	
 References to the “Parties” shall
 be references to the Security Trustee, the Builder, the Buyer and the
 Charterer.
 
	
  
 	
 (i)
 	
 A reference to a “Party” shall
 be a reference to the Security Trustee, the Builder, the Buyer or the
 Charterer, as applicable.
 
	
 1.4
 	
 This Agreement forms
 part of the trust property which pursuant to the Loan Agreement the Security Trustee holds on trust for
 [itself and] the Finance Parties.
 
	
 1.5
 	
 As between the Buyer,
 the Charterer and the Builder, the terms of this Agreement shall supersede and replace the terms of the
 Step-In Agreement in all respects.
 
	
 2.
 	
 Consent
 to Pre-Delivery Security Assignment
 
	
 2.1
 	
 The Charterer and
 Builder hereby consent to the assignment by the Buyer in favour of the Security Trustee of the Buyer’s rights
 under the Shipbuilding Contract and the Refund Guarantee pursuant to the
 Pre-Delivery Security Assignment.
 
	
 2.2
 	
 Simultaneously with the
 execution of this Agreement, the Buyer and the Security Trustee shall enter into the Pre-Delivery Security
 Assignment and the Buyer shall sign and date and give notice of assignment to
 the Builder and the Charterer in the respective forms contained in
 [schedules/exhibits][Ÿ] and [Ÿ] to the Pre-Delivery Security Assignment,
 and the Builder and the Charterer shall sign and deliver to the Security
 Trustee their respective acknowledgements of such notices of assignment in
 the respective forms contained [schedules/exhibits] [Ÿ] and [Ÿ] to the Pre-Delivery Security Assignment.
 
	
 2.3
 	
 If the security
 constituted by the Pre-Delivery Security Assignment is released and discharged, the Security Trustee shall
 promptly notify the other Parties in writing of such release and discharge
 and thereafter the Security Trustee shall 
 



15









	
  
 	
  
 	
  
 	
  
 
	
  
 	
 have
 no further rights or obligations under this Agreement and all the references
 to the Security Trustee shall be disregarded.
 
	
 3.
 	
 Restrictions on the Buyer
 
	
 3.1
 	
 The Buyer and the
 Charterer hereby give notice to the Builder and the Security Trustee, and the Builder and the Security Trustee
 hereby each acknowledge, that pursuant to the Master Agreement the Buyer has
 agreed that it shall not, except with the prior consent of the Charterer:
 
	
  
 	
 (a)
 	
 except by way of assignment in favour of the
 Security Trustee pursuant to the Pre-Delivery Security Assignment, transfer, novate or assign or agree
 to transfer, novate or assign any of its rights or obligations under the
 Shipbuilding Contract or the Refund Guarantee other than to the Charterer; or
 
	
  
 	
 (b)
 	
 except for a Permitted Encumbrance, place or permit
 to exist any Encumbrance on the Shipbuilding Contract or the Refund Guarantee
 or on any of the Buyer’s rights thereunder; or
 
	
  
 	
 (c)
 	
 release the Builder from any of its duties and
 liabilities under the Shipbuilding Contract or waive any breach of any of the
 said duties and liabilities or consent to any such act or omission of the
 Builder which would otherwise constitute such a breach; or
 
	
  
 	
 (d)
 	
 waive any right of the
 Buyer under the Shipbuilding Contract or agree to any concessions being
 made to the Builder under the Shipbuilding Contract (including,
 without limitation permission for the Builder to perform any building work at
 the Builder’s factories in China); or 
 
	
  
 	
 (e)
 	
 amend or vary the Shipbuilding Contract or the
 Specifications; or 
 
	
  
 	
 (f)
 	
 agree to defer the remedy of any defect or
 deficiency in the Vessel until after delivery of the Vessel under the
 Shipbuilding Contract; provided, however, that the foregoing shall not
 prevent the Buyer from agreeing on the deferral of the remedy of any defects
 or deficiencies which are minor or insubstantial; or
 
	
  
 	
 (g)
 	
 except upon giving the
 Charterer prior written notice as required under the Master Agreement:
 
	
  
 	
  
 	
 (i)
 	
 consent or agree to the
 cancellation, rescission or other termination of the Shipbuilding Contract;
 or
 



16









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 (ii)
 	
 exercise or permit or
 suffer to be exercised any right which the Buyer may have to cancel, rescind
 or otherwise terminate the Shipbuilding Contract or claim that the
 Shipbuilding Contract has become frustrated or exercise any rights or
 remedies upon the occurrence of a Builder default under the Shipbuilding
 Contract or the occurrence of any event entitling the Buyer to terminate the
 Shipbuilding Contract; or
 
	
  
 	
  
 	
 (iii)
 	
 fail
 to exercise any right or take any action that would prevent such
 cancellation, rescission or other termination; or
 
	
  
 	
 (h)
 	
 exercise or permit or suffer to be exercised any
 right which the Buyer may have to postpone or advance
 the time for delivery of the Vessel under the Shipbuilding Contract; or
 
	
  
 	
 (i)
 	
 consent to any assignment
 or transfer by the Builder of any of its rights or obligations under the
 Shipbuilding Contract; or
 
	
  
 	
 (j)
 	
 agree to any amendment of or variation to the Refund
 Guarantee; or
 
	
  
 	
 (k)
 	
 release the Refund Guarantor from any of its duties
 and liabilities under the Refund
 Guarantee or waive any breach of any of the said duties and liabilities or
 consent to any such act or omission of a guarantor which would otherwise
 constitute such a breach.
 





	
  
 	
  
 	
  
 
	
 3.2
 	
 As between the Buyer
 and the Charterer, the provisions of Clause 3.1 take effect subject to the provisions of the Master Agreement,
 provided that, where the Charterer’s consent is required as referred to in
 Clause 3.1:
 
	
  
 	
 (a)
 	
 neither the Builder nor the Security Trustee shall
 be bound to enquire whether the conditions of the Master Agreement which are
 applicable to the giving or withholding of such consent by the Charterer, or
 which provide for the deemed giving of such consent by the Charterer, have or
 have not been satisfied; and
 
	
  
 	
 (b)
 	
 neither the Builder nor the Security Trustee shall
 be entitled to assume that the Buyer has obtained such consent of the
 Charterer, or that such consent is deemed to have been given by the
 Charterer, unless the Charterer has confirmed this in writing to it.
 
	
 3.3
 	
 The Charterer confirms
 that at the date of this Agreement it has not received any notice of any
 assignment or transfer by the Buyer of any of its rights or obligations under
 the Shipbuilding Contract or the Refund Guarantee, other 
 



17









	
  
 	
  
 	
  
 
	
  
 	
 than in favour of the Security Trustee pursuant to
 the Pre-Delivery Security Assignment.
 
	
 3.4
 	
 The provisions of
 Clause 3.1 are in addition to and without prejudice to the provisions of the
 notices of assignment in respect of the Pre-Delivery Security Assignment
 referred to in Clause 2.2. As between the Buyer and the Security Trustee, the
 provisions of such notices of assignment take effect subject to the
 provisions of the Pre-Delivery Security Assignment, provided that, where the
 Security Trustee’s consent is required for any matter as referred to in the
 notices of assignment:
 
	
  
 	
 (a)
 	
 neither the Builder nor the Charterer shall be bound
 to enquire whether the conditions of the Pre-Delivery Security Assignment
 which are applicable to the giving or withholding of such consent by the
 Security Trustee[, or which provide for the deemed giving of such consent by
 the Security Trustee,] have or have not been satisfied; and
 
	
  
 	
 (b)
 	
 neither the Builder nor the Charterer shall be
 entitled to assume that the Buyer has obtained such consent of the Security Trustee[, or
 that such consent is deemed to have
 been given by the Security Trustee,] unless the Security Trustee has
 confirmed this in writing to it.
 
	
 4.
 	
 Charterer’s and Security Trustee’s right to cure Buyer’s
 defaults and Charterer’s right to require novation of the Shipbuilding
 Contract
 
	
 4.1
 	
 The Builder shall not
 exercise any option or right it may have under the Shipbuilding Contract or at law to cancel, rescind or
 otherwise terminate the Shipbuilding Contract, nor accept any purported
 cancellation, rescission or termination of the Shipbuilding Contract by the
 Buyer or any claim by the Buyer that the Shipbuilding Contract has become
 frustrated, nor otherwise treat the Shipbuilding Contract as having been
 repudiated by the Buyer unless:
 
	
  
 	
 (a)
 	
 where such option or right arises by reason of any
 default of the Buyer under the Shipbuilding Contract, the Builder has
 promptly notified the Charterer and the Security Trustee in writing of such
 default and has given each of them the option, to be exercised by it within [30] days
 after receipt of such notice, of remedying the default; and
 
	
  
 	
 (b)
 	
 in any case, the Builder has promptly notified the
 Charterer and the Security Trustee that such option or right it may have
 under the Shipbuilding Contract or at law to cancel, rescind or otherwise 
 



18









	
  
 	
  
 	
  
 
	
  
 	
  
 	
 terminate the Shipbuilding Contract or otherwise to
 treat the Shipbuilding Contract as having been repudiated by the Buyer has
 arisen, or that the Buyer has purported to cancel, rescind or terminate the
 Shipbuilding Contract or claim that the Shipbuilding Contract has become
 frustrated, and the Builder has given the Charterer the option, to be
 exercised by it within [30] days after receipt of such notice, of requiring
 the Shipbuilding Contract to be novated from the Buyer to the Charterer or to
 such party as it may nominate.
 
	
 4.2
 	
 The Security Trustee
 shall not be bound to exercise the option conferred upon it referred to in Clause 4.1(a) and the Charterer shall
 not be bound to exercise either of the options conferred upon it referred to
 in Clauses 4.1(a) and Clause 4.1(b), and, unless and until the Shipbuilding
 Contract shall have been novated to the Charterer or its nominee in
 accordance with the Novation Agreement, the Buyer shall remain liable to
 perform all the obligations assumed by it under the Shipbuilding Contract and
 neither the Charterer nor the Security Trustee shall be under any obligation
 of any kind whatsoever in relation thereto or be under any liability
 whatsoever in the event of any failure by the Buyer to perform its
 obligations under the Shipbuilding Contract.
 
	
 4.3
 	
 In addition to and with
 prejudice to the provisions of Clauses 4.1 and 4.2, the Buyer and the Charterer hereby notify the Builder and
 the Security Trustee that, pursuant to the Master Agreement, the Charterer
 has the right, in the circumstances specified in the Master Agreement, to
 require the Buyer to novate the Shipbuilding Contract to the Charterer
 or its nominee. Neither the Builder nor the Security Trustee shall be
 concerned to enquire whether the Charterer is entitled to exercise such
 right, and, as between the Builder and the Security Trustee on the one hand
 and the Buyer and the Charterer on the other hand, the exercise by the
 Charterer of such right shall be deemed to be conclusive of its entitlement
 to do so and that the right has been validly exercised in accordance with the
 Master Agreement.
 
	
 4.4
 	
 The provisions of this
 Clause 4.4 are solely for the benefit of the Security Trustee and the
 Charterer. The Charterer and the Security Trustee each undertake to the other
 of them that it shall within [14] days after receipt of a notice from the
 Builder under Clause 4.1(a) of a default by the Buyer notify the other of
 them whether it will exercise the option under that Clause to 
 



19









	
  
 	
  
 	
  
 
	
  
 	
 remedy the Buyer’s
 default and, if so, specifying in reasonable detail the action that it proposes
 to take for such purpose. Where each of the Security Trustee and the
 Charterer notify the other of them within such period of [14] days that it
 will exercise that option, then the [Charterer’s][Security Trustee’s notice]
 shall prevail. Where either of those Parties fails to notify the other of
 them within such period of [14] days that it will exercise such option, it
 shall be deemed to have waived such option with respect to the default in
 question. The Builder shall be entitled to assume that whichever, if any, of
 the Charterer and the Security Trustee exercises the option to remedy a
 Buyer’s default is entitled to do so.
 
	
 4.5
 	
 If the Charterer wishes
 to exercise the option or right to require the Shipbuilding Contract to be
 novated to it or its nominee in accordance with Clauses 4.1 or 4.3, the
 Charterer shall give notice in writing to the Builder, the Security Trustee
 and the Buyer specifying that it is exercising that option or right and,
 where the Charterer requires the Shipbuilding Contract to be novated to its
 nominee, the Charterer shall additionally specify the name, place of
 incorporation and registered office (and, if different, the principal place
 of business) of the nominee. It is a condition of the Charterer’s nomination
 of a nominee that the Charterer shall execute and deliver to the Builder a
 guarantee of the nominee’s obligations under the Shipbuilding Contract as
 novated to the nominee substantially in the terms, mutatis mutandis, of the
 Performance Guarantee attached to the Shipbuilding Contract as Appendix [Ÿ].
 
	
 4.6
 	
 It is a further
 condition of the Charterer’s exercise of the option or right to require the Shipbuilding Contract to be novated to it
 or its nominee in accordance with Clause 4.1 or 4.3, that, unless the
 security constituted by the Pre-Delivery Security Assignment has been
 previously released and discharged and the Security Trustee has so notified
 the other Parties in accordance with Clause 2.3, upon the execution by the
 Builder, the Buyer and the Charterer of the Novation Agreement as provided in
 Clause 4.7 below, the Charterer shall pay to the Security Trustee or as it
 may direct the aggregate amount which the Charterer is obliged to pay to the
 Buyer under clause 4.9.4(b) of the Master Agreement with respect to the
 Vessel. Upon receipt of 
 



20









	
  
 	
  
 	
  
 	
  
 
	
  
 	
 such
 amount, the Security Trustee shall forthwith release and discharge the
 security constituted by the Pre-Delivery Security Assignment and shall
 simultaneously notify the Builder, the Refund Guarantor, the Charterer, and
 the Buyer in writing of such release and discharge.
 
	
 4.7
 	
 Unless
 otherwise agreed between, inter alios, the Parties hereto:
 
	
  
 	
 (a)
 	
 promptly upon receipt of such notice from the
 Charterer under Clause 4.5, the Builder and the Buyer shall enter into the
 Novation Agreement substantially in the terms of Exhibit 1 to this Agreement
 with the Charterer or its nominee, as may be applicable; and
 
	
  
 	
 (b)
 	
 subject to that Party having received from the
 Security Trustee the written notification of the release and discharge by it
 of the Pre-Delivery Security Assignment referred to in Clause 4.6:
 
	
  
 	
  
 	
 (i)
 	
 the Builder and the
 Buyer shall promptly take such action as the Charterer or its nominee may
 require to perfect the assignment of the Refund Guarantee contained in the
 Novation Agreement;
 
	
  
 	
  
 	
 (ii)
 	
 the Builder shall
 release and return to the Buyer any guarantee given to the Builder of the
 Buyer’s obligations under the Shipbuilding Contract; and
 
	
  
 	
  
 	
 (iii)
 	
 the Builder and the
 Buyer shall each sign, perfect, do, execute and register all such further
 assurances, documents, acts and things as the Charterer or its nominee may
 require to give effect to the novation of the Shipbuilding Contract contained
 in the Novation Agreement.
 
	
 4.8
 	
 As between the Builder
 on the one hand and the Buyer and the Charterer on the other hand, the Buyer and the Charterer shall be
 jointly and severally liable to the Builder for any reasonable legal and
 other costs and expenses which the Builder may be obliged to incur in order
 to give effect to the novation of the Shipbuilding Contract.
 
	
 5.
 	
 Amendment
 of Shipbuilding Contract
 
	
  
 	
 The Builder and the
 Buyer agree that, to the extent that they are inconsistent with the terms of
 the Shipbuilding Contract, the terms of this Agreement shall prevail and
 shall take effect as an amendment of the Shipbuilding Contract, but that
 otherwise, subject as amended by this Agreement, the Shipbuilding
 



21









	
  
 	
  
 	
  
 	
  
 
	
  
 	
 Contract shall continue
 in full force and effect and where necessary shall be read and construed as
 if the terms of this Agreement were inserted thereon by way of addition or substitution
 (as the case may be).
 
	
 6.
 	
 Miscellaneous
 
	
 6.1
 	
 The Charterer may
 assign or novate this Agreement, on notice to each of the other Parties, to
 any other          ]
 Affiliate which has substantially the same financial standing as the
 Charterer.
 
	
 6.2
 	
 This Agreement may be
 executed in any number of counterparts each of which shall be original but
 which shall together constitute the same instrument.
 
	
 6.3
 	
 A person who is not a
 party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement
 under the Contracts (Rights of Third Parties) Act 1999 and, without
 limitation, no consent of any such person shall be required for the
 rescission or amendment of this Agreement, but this does not affect any right
 or remedy of a third party which exists or is available apart from that Act.
 Notwithstanding any other provision of this Agreement, whether express or
 implied, this Agreement shall not impose any obligations or liabilities on
 any party who is not a Party to this Agreement, including, without
 limitation, any party who may be an affiliate of a Party or any servant or
 agent of any Party.
 
	
 6.4
 	
 This Agreement does not
 constitute a partnership between any of the Parties, nor, unless expressly
 provided, does it make any Party the agent of another.
 





	
  
 	
  
 	
  
 	
  
 
	
 7.
 	
 Notices
 
	
  
 	
 Unless otherwise
 specified, all notices hereunder shall be made in writing and delivered personally or by registered mail,
 postage prepaid, or by cable, or facsimile to the Parties at the following
 respective addresses, unless changed by notice given to each of the
 other Parties duly given in accordance with this Clause 7:
 
	
  
 	
 (a)
 	
 To the Builder at:
 
	
  
 	
  
 	
 Name:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Address:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Facsimile:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Telephone:
 	
 xxxxxxxxxxxxxx
 



22









	
  
 	
  
 	
  
 	
  
 
	
  
 	
 (b)
 	
 To the Buyer at:
 
	
  
 	
  
 	
 Name:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Address:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Facsimile:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Telephone:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
 (c)
 	
 To the Charterer at:
 
	
  
 	
  
 	
 Name:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Address:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Facsimile:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Telephone:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
 (d)
 	
 To the Security Trustee at:
 
	
  
 	
  
 	
 Name:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Address:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Facsimile:
 	
 xxxxxxxxxxxxxx
 
	
  
 	
  
 	
 Telephone:
 	
 xxxxxxxxxxxxxx
 





	
  
 	
  
 	
  
 
	
 8.
 	
 Governing
 Law and Arbitration
 
	
 8.1
 	
 This Agreement and any
 non-contractual obligations arising out of or in connection with this Agreement shall be governed by and
 construed in accordance with English Law.
 
	
 8.2
 	
 Should any dispute of
 any nature arise out of or in respect of this Agreement, its performance or interpretation or any breach
 of this Agreement, such dispute shall be settled by arbitration in London,
 England in accordance with the rules of the London Maritime Arbitrators
 Association (the “LMAA”), as modified by this Clause 8 and
 otherwise in accordance with the provisions of the Laws of England without regard to its conflicts of law rules. The Party who desires arbitration of any
 such dispute shall give written notice to the other Parties. The notice shall
 describe the specific nature of the particular dispute. Such notice shall be
 sent by registered air mail and shall be addressed in the manner set forth in
 Clause 7. The applicable law of England on all matters at issue shall apply
 without regard to conflicts of law rules.
 
	
 8.3
 	
 Unless all the Parties
 agree that there shall be a sole arbitrator, the number of arbitrators shall be three. The arbitrators, or sole
 arbitrator, as the case may be, shall be appointed by the President of the
 LMAA.
 



23









	
  
 	
  
 	
  
 
	
 8.4
 	
 Any Party may submit
 claims, counterclaims or crossclaims against any other Party, irrespective of whether either such Party
 was named as a party in an existing request for arbitration, counterclaim or
 crossclaim, provided that:
 
	
  
 	
 (a)
 	
 each such new claim, counterclaim or crossclairn is
 substantially related to the dispute, controversy or claim in a previously submitted
 request for arbitration or counterclaim or cross claim; and
 
	
  
 	
 (b)
 	
 such new claims, counterclaims or cross claims are
 submitted by written notice to the LMAA and to all the other Parties within
 either [30] days from the receipt by such Party of the relevant request for
 arbitration, counterclaim or crossclaim, or such longer time as may be
 determined by the LMAA.
 
	
 8.5
 	
 Any
 joined or intervening Party shall be bound by any award rendered by
 the arbitral tribunal even if
 such Party chooses not to participate in the arbitral proceedings.
 
	
 8.6
 	
 A judgment based upon
 the decision of the majority of the arbitrators or the sole arbitrator, as the case may be, may be
 entered in the appropriate court of any country having jurisdiction of any
 Party. The arbitrator(s) shall also decide which Party, or the extent to
 which each Party, shall pay costs of arbitration.
 
	
 8.7
 	
 Unless and to the
 extent otherwise determined by the arbitrator(s), reference to arbitration shall not relieve the Builder of its obligation
 under the Shipbuilding Contract diligently to proceed with the construction,
 completion and delivery of the Vessel, but the majority of the arbitrators or
 the sole arbitrator, as the case may be, shall decide the extent to which the
 Delivery Date shall be extended by virtue of the dispute having been referred
 to arbitration.
 



24





IN WITNESS of which
this Agreement has been duly executed and delivered the day and year first
before written.


Signed:


	
  
 	
  
 	
  
 
	
 GAS-TEN LTD.
 	
  
 	
 SAMSUNG HEAVY INDUSTRIES 
 
	
 By:
 	
  
 	
 CO., LTD
 
	
 Title:
 	
  
 	
 By:
 
	

 
 	
  
 	
 Title:
 
	
  
 	
  
 	

 
 
	
  
 
	
 [                                        ]
 	
  
 	
  [SECURITY
 TRUSTEE]
 
	
 By:
 	
  
 	
 By:
 
	
 Title:
 	
  
 	
 Title:
 
	

 
 	
  
 	

 
 



25






Exhibit 1


Form of Novation Agreement


NOVATION AGREEMENT


THIS AGREEMENT is made the [Ÿ] day of
[Ÿ] 201[Ÿ] BETWEEN:


	
  

 	
  

 
	
 (1)

 	
 [GAS-ten Ltd.], a
 corporation organised and existing under the laws of Bermuda, having its
 registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
 (the “Original
 Buyer”);

 
	
  

 	
  

 
	
 (2)

 	
 Samsung Heavy Industries Co., Ltd, a
 corporation organised and existing under the laws of the Republic of Korea,
 having its registered office at [Ÿ] (the “Builder”); and

 
	
  

 	
  

 
	
 (3)

 	
 [               ],
 a company incorporated according to the laws of
 [          ] whose
 registered office is at [               ]
 or [[Ÿ], a company incorporated
 according to the laws of [Ÿ] whose registered office is at [Ÿ]] (the “New Buyer”)
 (the “Parties”)

 
	
  

 	
  

 
	
 WHEREAS:

 
	
  

 	
  

 
	
 (A)

 	
 The Original Buyer and
 the Builder have entered into a shipbuilding contract dated [Ÿ] (the “Shipbuilding
 Contract”, which expression shall include the same together with
 the Specifications, as amended, supplemented, novated or replaced from time
 to time and the plans and drawings as approved by the Original Buyer to date)
 for the construction and sale by the Builder and the purchase by the Buyer of
 a 154,800 cbm LNG Carrier with the Builder’s Hull No. [Ÿ] (the “Vessel”).

 
	
  

 	
  

 
	
 (B)

 	
 Pursuant to a
 Multiparty Agreement dated [Ÿ] made between [Ÿ] (the “Security Trustee”), the
 Builder, the Original Buyer and [the New
 Buyer][          ], (the “Multiparty
 Agreement”, which expression shall include the same as amended,
 supplemented, novated or replaced from time to time) the Parties have agreed
 to enter this Agreement to give effect to the novation of the Shipbuilding
 Contract from the Original Buyer to the New Buyer.

 



26









	
  

 	
  

 
	
 NOW IT IS HEREBY AGREED
 as follows: -

 
	
  

 	
  

 
	
 1.

 	
 This Agreement is
 supplemental to the Shipbuilding Contract and the Multiparty Agreement and
 shall be read and construed together with the Shipbuilding Contract and the
 Multiparty Agreement. Expressions defined in the Multiparty Agreement shall,
 unless otherwise expressly provided herein or the context otherwise requires,
 have the same meanings when used in this Agreement. The provisions of clause 6
 of the Multiparty Agreement shall be deemed to be incorporated into this
 Agreement.

 
	
  

 	
  

 
	
 2.

 	
 In this Agreement, the
 “Effective
 Date” means the date upon which the Security Trustee notifies the
 Builder, the Buyer and the Charterer in writing of the release and discharge
 of the Pre-Delivery Security Assignment as provided in clause 4.6 of the
 Multiparty Agreement. The provisions of Clauses 3 to 9 of this Agreement are
 conditional upon the Effective Date having occurred. Where the Pre-Delivery
 Security Assignment has been released prior to the date of this Agreement,
 the Effective Date shall be deemed to be the date of this Agreement.

 
	
  

 	
  

 
	
 3.

 	
 In consideration of the
 New Buyer accepting and assuming the liabilities and obligations of the
 Original Buyer under the Shipbuilding Contract in the manner herein provided
 and for other good and valuable consideration (receipt and the sufficiency of
 which consideration the Original Buyer hereby acknowledges), the Original
 Buyer hereby assigns and transfers to the New Buyer with effect on and from
 the Effective Date with the consent of the Builder and subject as provided in
 this Agreement:

 
	
  

 	
  

 
	
 3.1

 	
 all its rights,
 liabilities, obligations and interest under and in the Shipbuilding Contract;
 and

 
	
  

 	
  

 
	
 3.2

 	
 all its rights and
 interest under the Refund Guarantee.

 
	
  

 	
  

 
	
 4.

 	
 The Builder, the
 Original Buyer and the New Buyer hereby agree that, with effect on and from
 the Effective Date, the New Buyer shall be and is hereby substituted in the
 place of the Original Buyer as a party to, and as the Buyer of the Vessel
 under, the Shipbuilding Contract and that the Shipbuilding Contract shall,
 with effect on and from the Effective Date, be construed and treated in all respects as if the
 New Buyer were named therein instead of the Original Buyer.

 


27









	
  

 	
  

 	
  

 
	
 5.

 	
 The New Buyer hereby
 agrees with the Builder that, with effect on and from the Effective Date, the
 New Buyer shall duly and punctually perform and discharge all liabilities and
 obligations whatsoever from time to time to be performed or discharged by it
 under or by virtue of the Shipbuilding Contract in all respects, as if the
 New Buyer were named therein instead of the Original Buyer.

 
	
  

 	
  

 
	
 6.

 	
 Subject as provided in
 Clause 7 below, the Builder hereby agrees with the New Buyer that, with
 effect on and from Effective Date, the Builder shall be bound by the
 Shipbuilding Contract in all respects as if the New Buyer were named therein
 instead of the Original Buyer.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 With effect on and from
 Effective Date:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Builder and the
 Original Buyer hereby mutually release and discharge each other; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Builder hereby
 releases and discharges Gaslog Ltd., of Bermuda, from all liabilities,
 obligations, claims and demands whatsoever touching or concerning the
 Shipbuilding Contract and/or the Performance Guarantee (as the case may be)
 and in respect of anything done or omitted to be done under or in connection
 therewith, but without prejudice to the rights of the New Buyer and the
 Builder against each other in respect of such liabilities, obligations,
 claims and demands.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 With effect on and from
 the Effective Date, the Shipbuilding Contract shall be read and construed in
 all respects as if:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 references therein to
 the Original Buyer were references to the New Buyer;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 references therein to
 the “Contract”
 were references to the Shipbuilding Contract as novated and amended by
 this Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 [further amendments as
 applicable].

 




	
  

 	
  

 
	
 9.

 	
 Subject as novated and
 amended by this Agreement, the Shipbuilding Contract shall continue in full
 force and effect and where necessary shall be read and construed as if the
 terms of this Agreement were inserted thereon by way of addition or
 substitution (as the case may be).

 
	
  

 	
  

 
	
 10.

 	
 The Original Buyer
 represents and warrants to the New Buyer that[, other than by way of
 assignment to the Security Trustee pursuant to the Pre-Delivery Security
 Assignment,] it has not assigned or otherwise transferred or charged

 






28









	
  

 	
  

 
	
  

 	
 or otherwise encumbered the Shipbuilding Contract or any part of its rights or
 interests therein.

 
	
  

 	
  

 
	
 11.

 	
  

 
	
  

 	
  

 
	
 11.1

 	
 This Agreement and any
 non-contractual obligations arising out of or in connection with this
 Agreement shall be governed by and construed in accordance with English Law.

 
	
  

 	
  

 
	
 11.2

 	
 Should any dispute of
 any nature arise out of or in respect of this Agreement, its performance or
 interpretation or any breach of this Agreement, such dispute shall be settled
 by arbitration in London, England in accordance with the rules of the London
 Maritime Arbitrators Association (the “LMAA”), as modified by this Clause 11 and otherwise in accordance with the provisions of the Laws of England without
 regard to its conflicts of law rules. The Party who desires arbitration of
 any such dispute shall give written notice to the other Parties. The notice
 shall describe the specific nature of the particular dispute. Such notice
 shall be sent by registered air mail and shall be addressed in the manner set
 forth in clause 7 of the Multiparty Agreement (for which purpose the address
 of the New Buyer shall be that of the Charterer as specified in clause 7
 of the Multiparty Agreement). The applicable law of England on all matters at
 issue shall apply without regard to conflicts of law rules.

 






	
  

 	
  

 
	
 11.3

 	
 Unless all the Parties
 agree that there shall be a sole arbitrator, the number of arbitrators shall
 be three. The arbitrators, or sole arbitrator, as the case may be, shall be
 appointed by the President of the LMAA.

 
	
  

 	
  

 
	
 11.4

 	
 Any Party may submit
 claims, counterclaims or crossclaims against any other Party, irrespective of
 whether either such Party was named as a party in an existing request for
 arbitration, counterclaim or crossclaim, provided that:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 each such new claim,
 counterclaim or crossclaim is substantially related to the dispute,
 controversy or claim in a previously submitted request for arbitration or
 counterclaim or cross claim; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 such new claims,
 counterclaims or cross claims are submitted by written notice to the LMAA and
 to all the other Parties within either [30] days from the receipt by such
 Party of the relevant request for arbitration, counterclaim or crossclaim, or
 such longer time as may be determined by the LMAA.

 



29









	
  

 	
  

 	
  

 
	
 11.5

 	
 Any joined or
 intervening Party shall be bound by any award rendered by the arbitral
 tribunal even if such Party chooses not to participate in the arbitral
 proceedings.

 
	
  

 	
  

 	
  

 
	
 11.6

 	
 A judgment based upon
 the decision of the majority of the arbitrators or the sole arbitrator, as
 the case may be, may be entered in the appropriate court of any country having jurisdiction of any Party. The arbitrator(s) shall also decide which
 Party, or the extent to which each Party, shall pay costs of arbitration.

 
	
  

 	
  

 	
  

 
	
 11.7

 	
 Unless and to the
 extent otherwise determined by the arbitrator(s), reference to arbitration
 shall not relieve the Builder of its obligation under the Shipbuilding
 Contract diligently to proceed with the construction, completion and delivery
 of the Vessel, but the majority of the arbitrators or the sole arbitrator, as
 the case may be, shall decide the extent to which the Delivery Date shall be
 extended by virtue of the dispute having been referred to arbitration.

 



30






IN WITNESS whereof the parties hereto have executed
this Agreement as a Deed the day and year first above written


	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 Samsung Heavy Industries Co., Ltd,

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 the Republic of Korea

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 





	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 GAS-ten Ltd.

 	
 )

 
	
 a company incorporated in Bermuda

 	
 )

 
	
 by

 	
 

 
	
 ,

 	
 )

 
	
 being a person who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, is acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 
	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 



31









	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 


32