Exhibit 10.5 



Private and Confidential


MASTER TIME CHARTER PARTY




Between



GAS-one Ltd, GAS-two Ltd, GAS-three Ltd,

GAS-four Ltd, GAS-five Ltd and GAS-six Ltd




And




Methane Services Limited




9 May 2011


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 (*****).


Page 1 of 81







Private and Confidential


TABLE OF CONTENTS



	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Description
 and Condition of Vessel

 	
  

 	
 5

 
	
 2.

 	
 Shipboard
 Personnel and their Duties

 	
  

 	
 8

 
	
 3.

 	
 Duty to
 Maintain

 	
  

 	
 10

 
	
 4.

 	
 Trading
 Limits and Safe Places

 	
  

 	
 11

 
	
 5.

 	
 Bunkers and
 LNG Heel at Delivery and Redelivery

 	
  

 	
 12

 
	
 6.

 	
 Grade of
 Bunkers

 	
  

 	
 13

 
	
 7.

 	
 Period,
 Delivery, Redelivery, Laydays and Cancelling

 	
  

 	
 13

 
	
 8.

 	
 Owners to
 Provide

 	
  

 	
 14

 
	
 9.

 	
 Charterers
 to Provide

 	
  

 	
 14

 
	
 10.

 	
 Rate of Hire

 	
  

 	
 15

 
	
 11.

 	
 Payment of
 Hire

 	
  

 	
 15

 
	
 12.

 	
 Space
 Available to Charterers

 	
  

 	
 16

 
	
 13.

 	
 Instructions
 and Logs

 	
  

 	
 16

 
	
 14.

 	
 Bills of
 Lading

 	
  

 	
 17

 
	
 15.

 	
 Conduct of
 Vessel’s Personnel

 	
  

 	
 18

 
	
 16.

 	
 LNG
 Retention/Supply for Operational Purposes

 	
  

 	
 19

 
	
 17.

 	
 Pilots and
 Tugs

 	
  

 	
 20

 
	
 18.

 	
 Super-Numeraries

 	
  

 	
 20

 
	
 19.

 	
 Sub-letting/Assignment/Novation

 	
  

 	
 21

 
	
 20.

 	
 Final Voyage

 	
  

 	
 21

 
	
 21.

 	
 Loss of
 Vessel

 	
  

 	
 22

 
	
 22.

 	
 Off-hire

 	
  

 	
 22

 
	
 23.

 	
 Ship to Ship
 Transfers and FPSO/FSRU Cargo Operations

 	
  

 	
 25

 
	
 24.

 	
 Periodical
 Dry-Docking & Cargo Containment System Inspection

 	
  

 	
 26

 
	
 25.

 	
 Ship
 Inspection

 	
  

 	
 29

 
	
 26.

 	
 Key Vessel
 Performance Criteria

 	
  

 	
 29

 
	
 27.

 	
 Salvage

 	
  

 	
 31

 
	
 28.

 	
 Lien

 	
  

 	
 31

 
	
 29.

 	
 Exceptions

 	
  

 	
 31

 
	
 30.

 	
 Injurious
 Cargoes

 	
  

 	
 32

 
	
 31.

 	
 Disbursements

 	
  

 	
 32

 
	
 32.

 	
 Laying-up

 	
  

 	
 32

 
	
 33.

 	
 Requisition

 	
  

 	
 33

 
	
 34.

 	
 Outbreak of
 War

 	
  

 	
 33

 
	
 35.

 	
 Additional
 War Expenses

 	
  

 	
 33

 
	
 36.

 	
 War Risks

 	
  

 	
 33

 
	
 37.

 	
 Piracy

 	
  

 	
 34

 
	
 38.

 	
 Both to
 Blame Collision Clause

 	
  

 	
 36

 
	
 39.

 	
 New Jason
 Clause

 	
  

 	
 36

 
	
 40.

 	
 Clause
 Paramount

 	
  

 	
 37

 
	
 41.

 	
 Insurance/ITOPF

 	
  

 	
 37

 
	
 42.

 	
 Export
 Restrictions

 	
  

 	
 38

 
	
 43.

 	
 Business
 Principles

 	
  

 	
 38

 


Page 2 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 44.

 	
 Drugs and
 Alcohol

 	
  

 	
 39

 
	
 45.

 	
 Pollution
 and Emergency Response

 	
  

 	
 39

 
	
 46.

 	
 ISPS
 Code/USMTSA 2002

 	
  

 	
 40

 
	
 47.

 	
 Law and
 Litigation

 	
  

 	
 41

 
	
 48.

 	
 Confidentiality

 	
  

 	
 41

 
	
 49.

 	
 Construction

 	
  

 	
 41

 
	
 50.

 	
 Notices

 	
  

 	
 41

 
	
 51.

 	
 Invoices

 	
  

 	
 43

 
	
 52.

 	
 Ship Contact
 details

 	
  

 	
 43

 
	
 53.

 	
 Definitions

 	
  

 	
 43

 
	
 54.

 	
 Claim
 Validity Period

 	
  

 	
 45

 
	
 54.

 	
 Eligibility
 & Compliance

 	
  

 	
 45

 
	
 55.

 	
 Vapour
 Pressure

 	
  

 	
 48

 
	
 56.

 	
 Cargo
 Transfer Inspection and System Calibration

 	
  

 	
 48

 
	
 57.

 	
 Vessel Performance
 Data

 	
  

 	
 49

 
	
 58.

 	
 Third Party
 Vetting Information

 	
  

 	
 49

 
	
 59.

 	
 Taxes

 	
  

 	
 49

 
	
 60.

 	
 U.S.
 Compliance

 	
  

 	
 49

 
	
 61.

 	
 Compliance
 with The Bribery Act, 2010 (England and Wales) and the US Foreign Corrupt
 Practices Act (FCPA)

 	
  

 	
 49

 
	
 62.

 	
 Owners’
 Defaults

 	
  

 	
 52

 
	
 63.

 	
 Charterers’
 Defaults

 	
  

 	
 54

 
	
 64.

 	
 Quiet
 Enjoyment

 	
  

 	
 55

 
	
 65.

 	
 Construction

 	
  

 	
 55

 
	
 66.

 	
 *****

 	
  

 	
 54

 
	
 67.

 	
 Rights of
 Third Parties

 	
  

 	
 55

 
	
 68.

 	
 Consequential
 Losses

 	
  

 	
 56

 
	
 69.

 	
 Health,
 Safety, Security, Environment Reporting Requirements

 	
  

 	
 56

 
	
 APPENDIX A –
 List Of Primary Terminals

 	
  

 	
 60

 
	
 APPENDIX B –
 Monthly HSSE Report

 	
  

 	
 63

 
	
 APPENDIX C –
 Detailed Performance Criteria

 	
  

 	
 64

 
	
 APPENDIX D –
 Crew Experience Matrix

 	
  

 	
 74

 
	
 APPENDIX E –
 Ship Construction Requirements

 	
  

 	
 76

 
	
 APPENDIX F –
 BG Group Business Principles

 	
  

 	
 78

 


Page 3 of 81






Private and Confidential


This Master
Time Charter party is hereby agreed between each of the entities listed on Page
1 hereof (each hereinafter referred to as “Owners”), a company designated in
the applicable confirmation memorandum (“Confirmation Memorandum”) and Methane
Services Limited, a company incorporated under the laws of England and Wales
and having its registered office at 100 Thames Valley Park Drive, Reading,
Berkshire RG6 1PT, United Kingdom (hereinafter referred to as “Charterers”).


This Master
Time Charter party shall be the basic document regulating the respective rights
and obligations of the relevant Owners from the one part and the Charterers
from the other part arising in respect of all services rendered by the relevant
Owners to the Charterers subject to and pursuant to the terms and conditions
contained herein, as is each time supplemented by the relevant Confirmation
Memorandum, and which shall be specifically applicable to and shall control
each provision of services agreed under this Master Time Charter party, as is
each time supplemented by the applicable Confirmation Memorandum executed by
the respective parties thereto (this Master Time Charter party, as supplemented
by the applicable Confirmation Memorandum in respect of the designated Vessel,
shall be referred to as “Agreement” and/or “Charter”), The Master Time Charter
party shall apply solely to the relevant Owners, as they are more specifically
designated under each Confirmation Memorandum and for the services to be
rendered by those Owners and the respective Vessel owned by them, with effect
on and from the execution of each such Confirmation Memorandum.


This Agreement
shall set forth the terms and conditions for the charter of the good Liquefied
Natural Gas Vessel, as described in Clause 1, and specifically designated and
nominated in the Confirmation Memorandum.


The
Confirmation Memorandum and all Appendices referenced in this Agreement are
made a part of this Agreement. The Confirmation Memorandum and any Appendix
hereto are an integral part of this Agreement and are deemed incorporated by
reference herein. The Confirmation Memorandum and any Appendix annexed hereto
are expressly made a part of this Agreement as though fully set forth herein.
This Agreement (including any of the Confirmation Memorandum and any Appendix
hereto or thereto) constitutes the entire agreement among the parties hereto,
In the event of conflict, each and every Confirmation Memorandum shall override
the provisions of the text of this Agreement as applicable to the relevant
Owners and the Vessel owned by them.


The
obligations of the Owners under this Agreement and the applicable Confirmation
Memorandum are several. The failure of any Owners to perform such obligations
shall not impose any further obligations or liabilities to any other Owners
under this Agreement nor shall any Owners be responsible for the obligations of
any other Owners under this Agreement nor shall allow any rights (including
rights of set-off) to arise in favour of the Charterers under this Agreement in
respect of such other Owners.


Notwithstanding any other term
of this Agreement, the interests of the Owners are several and the extent of
the obligations and the liabilities assumed hereunder by any such Owners
towards the Charterers is a separate and independent responsibility, obligation
and liability.


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Private and Confidential


Any Owners shall have the right to protect and enforce its rights
arising out of this Agreement and it shall not be necessary for any other
Owners to be joined as an additional party in any proceedings for this purpose.


Termination of the
employment of the Vessel for any reason whatsoever hereunder shall not in any
way affect prejudice nor imperil the employment of any other Vessel under this
Charter.


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Description and Condition of Vessel

 
	
  

 	
  

 	
  

 	
  

 
	
 At the date of delivery of the Vessel under this
 charter and throughout the charter period:

 
	
  

 
	
 (a)

 	
 she shall be classed by
 a classification society (“Classification Society”), which is a member of the
 International Association of Classification Societies;

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 if she is fifteen years
 old or over she shall obtain and maintain a LNG Condition Assessment
 Programme (“CAP”) of not less than two (2);

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 she shall be in every
 way fit to load, carry, discharge and measure Liquefied Natural Gas (“LNG”);

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 she shall be tight,
 staunch, strong, in good order and condition, and in every way fit for the
 service, with her machinery, boilers, hull and other equipment (including but
 not limited to hull stress calculator, radar, computers and computer systems)
 in a good and efficient state;

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
 her tanks, valves and
 pipelines shall be liquid and gas tight; she shall have a working inert gas
 system and nitrogen generator with officers and crew experienced in the
 operation of both;

 
	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
 she shall be in every
 way fitted for burning fuels, in accordance with the grades specified in
 Clause 6 hereof:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 at sea, fuel oil in any
 proportion with LNG Boil-Off or 100% LNG Boil-Off for main propulsion
 (allowing the use of diesel oil for pilot). When transiting and manoeuvring
 in restricted waters only dual fuel mode is permitted; Owners and Charterers
 will discuss in good faith future operational process changes to allow 100%
 boil-off during transiting and manoeuvring (provided it can be demonstrated
 to be safe and reliable for the proposed operating modes); and heavy fuel
 oil, marine diesel oil and marine gas oil for auxiliaries;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in port, fuel oil in
 boilers; and fuel oil in any proportion with LNG Boil-Off or 100% LNG
 Boil-Off (however always using a minimal amount of diesel oil for pilot
 purposes) for power generation;

 


Page 5 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 in all cases able to
 comply with all national and international emissions compliance regulations
 applicable to Charterers’ required trading routes in force at the keel laying
 date for a minimum of six (6) days at NCR without burning LNG; although
 Charterers shall allow Owners to take advantage of all relevant national and
 international waivers that exist related to the year of construction for
 future changes in regulations.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 in all eases able to
 maintain continuous safe operation of the vessel and all auxiliary equipment
 during switchover between different types of fuel in any consumer.

 
	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
 she shall have all her
 instrumentation calibrated and certified in accordance with the requirements of
 the Vessel’s Classification Society;

 
	
  

 	
  

 	
  

 	
  

 
	
 (h)

 	
 she shall have her
 cargo measuring equipment calibrated by a recognised calibration company as
 referenced in Clause 57 hereof and certified in accordance with the
 requirements of the Vessel’s Classification Society;

 
	
  

 	
  

 	
  

 	
  

 
	
 (i)

 	
 she shall have her
 inter-barrier and insulation spaces prepared and performing as per
 international regulations, and her containment system design conditions

 
	
  

 	
  

 	
  

 	
  

 
	
 (j)

 	
 she shall comply with
 the regulations in force so as to enable her, if her size permits, to pass
 through the Suez Canal by day and night without delay;

 
	
  

 	
  

 	
  

 	
  

 
	
 (k)

 	
 she shall have on board
 all certificates, documents and equipment required from time to time by any
 applicable law to enable her to perform the charter service without delay.
 For the avoidance of doubt this will include, but will not be limited to, the
 Vessel’s Certificate of Financial Responsibility;

 
	
  

 	
  

 	
  

 	
  

 
	
 (l)

 	
 she shall comply with
 the description in the LNG Gas Form C appended to the Confirmation
 Memorandum, provided however that if there is any conflict between the
 provisions of this Form C and any other provision, including this Clause 1,
 of this charter such other provisions shall govern;

 
	
  

 	
  

 	
  

 	
  

 
	
 (m)

 	
 her ownership
 structure, flag, registry, Classification Society and management company
 shall not be changed without prior approval of Charterers, which shall not be
 unreasonably withheld.

 
	
  

 	
  

 	
  

 	
  

 
	
 (n)

 	
 Owners shall complete
 the daily VRS Lite ShipNet template (Charterers’ Voyage Management System) on
 board the Vessel.

 
	
  

 	
  

 	
  

 	
  

 
	
 (o)

 	
 Owners shall arrange at
 their expense for a Ship Inspection Report (SIRE) inspection to be carried
 out at intervals of six (6) months plus or minus thirty (30) days. Upon
 delivery, Owners shall be responsible for obtaining a non-operational SIRE
 inspection prior to or at the first loading under this charter. If a
 non-operational SIRE inspection is completed prior to the first loading then
 Owners are responsible for ensuring that a full 

 


Page 6 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 operational SIRE inspection is carried out within
 three (3) months of the vessel delivery date or at first vessel discharge
 port, whichever is later.

 
	
  

 	
  

 
	
 (p)

 	
 Owners shall operate:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 a Safety Management
 System (“SMS”) that shall comply as a minimum with the following regulations
 and/or industry standards, plus any additions, modifications or subsequent
 versions thereof: International Safety Management Code (“ISM Code”) for the
 Safe Operation of Ships and for Pollution Prevention, International Ship and
 Port Security Code (“ISPS”), International Convention for the Prevention of
 Pollution From Ships, 1973 as modified by the Protocol of 1978 (“MARPOL”),
 International Convention for Safety of Life at Sea, 1974 (“SOLAS”),
 International Convention on Standards of Training, Certification and Watchkeeping
 for Seafarers, 1995 (“STCW”), best practice recommendations from the Tanker
 Management Self Assessment (“TMSA”), the International Safety Guide for Oil
 Tankers and Terminals (“ISGOTT”), Society of International Gas Tanker and
 Terminal Operators (“SIGTTO”) and the Code Of Safe Working Practices
 (“COSWOP”);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 a documented safe
 working procedures system within the SMS to address the Health Safety
 Security and Environment (“HSSE”) risks specific to the scope of work set out
 in this charter party and the management of controls to eliminate, reduce or
 mitigate these risks as low as reasonably practicable. Owners’ operations
 shall be certified, as a minimum to ISO:9001:2008;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  a documented
 environmental management system to protect environmental resources by
 applying best available techniques in to minimise or, where possible,
 eliminate any direct or indirect impact from operations; Owners shall meet
 the requirements of ISO 14001;2004 or demonstrate that plans are in place to
 obtain this certification within the next twelve (12) months from the charter
 start date,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

  	
 Owners and Charterers
 shall undertake to create and operate a Ship Energy Efficiency Management
 Plan (SEEMP) that is in line with the operating protocol for all Charterers
 owned fleet which is managed by Ceres LNG Services Ltd., of Bermuda, in
 accordance with IMO MEPC.1/Circ.683, to establish a mechanism for the company
 and / or the vessel to continuously improve the efficiency of ship
 operations. A key component of the SEEMP, the Energy Efficiency Operational
 Indicator (EEOI), shall be calculated in accordance with IMO MEPC.1/Circ.684.
 This plan and EEOI performance index shall be shared with the Charterers to
 facilitate a dialogue to collaborate on continuously improving the efficiency
 of ship operations and reduction of harmful emissions throughout the charter
 period;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
  a documented
 accident/incident reporting system compliant with flag state requirements.

 


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Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 (q)

 	
 Owners shall ensure
 that all crew are provided an orientation training programme for the Vessel
 with training relevant under the SMS. Owners shall ensure that all
 subcontractors visiting the Vessel shall receive a briefing or information on
 the parts of the SMS relevant to their visit and comply with the Owners’ HSSE
 policies and procedures during the visit.

 
	
  

 	
  

 
	
 (r)

 	
 Owners and Charterers
 shall discuss in good faith how the Vessel’s ballast water treatment system
 is fitted and operated in accordance with the International Convention for
 the Control and Management of Ships’ Ballast Water and Sediments and any
 additional national or local requirements that may be more stringent than the
 IMO requirements. The operation of this system shall not be the limiting
 factor for vessel loading or discharging times or any other vessel operation.
 Owners shall be allowed to take advantage of any IMO waivers that may be
 applicable in the fitting of such system.

 
	
  

 	
  

 	
  

 	
  

 
	
 (s)

 	
 At Charterers sole
 election and cost, the Vessel shall have a continuous emissions monitoring
 system on all exhaust gas emissions from non-emergency equipment to measure
 NOx, SOx and CO2 emissions, which shall be operated and maintained
 to the IMO NOx Technical Code, EU and the USA EPA guidelines for exhaust
 stack emissions monitoring, and shall have a tamper-proof design as per
 MARPOL requirements.

 
	
  

 	
  

 	
  

 	
  

 
	
 (t)

 	
 Owners shall take all
 necessary precautions and measures specific for piracy deterrence in piracy
 prone areas of the world. This shall include using reference material and
 industry guidelines such as OCIMF Best management Practices (BMP).

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Shipboard Personnel and their
 Duties

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 At the date of delivery
 of the Vessel under this Charter and throughout the charter period:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 she shall have a full
 and efficient complement of master, officers and crew for a Vessel of her
 tonnage, who shall in any event be not less than the number required by the
 laws of the flag state and who shall be trained to operate the Vessel and her
 equipment competently and safely;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 all shipboard personnel
 shall hold valid certificates of competence in accordance with the
 requirements of the law of the flag state;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 all shipboard personnel
 shall be trained in accordance with Appendix D and the relevant provisions of
 the International Convention on Standards of Training, Certification and
 Watchkeeping (STCW) for Seafarers, 1995 or any additions, modifications or
 subsequent versions thereof. Shipboard personnel shall be trained to the
 SIGTTO “LNG Shipping Suggested Competency Standards 2005” or subsequent
 versions thereof and, preferably, certified to the SIGTTO “LNG Shipping
 Suggested Competency Standards 2005” or subsequent versions thereof.

 


Page 8 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 there shall be on board
 sufficient personnel with a good working knowledge of the English language to
 enable cargo operations at loading and discharging places to be carried out
 efficiently and safely and to enable communications between the Vessel and
 those loading the Vessel or accepting discharge therefrom to be carried out
 quickly and efficiently;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 the terms of employment
 of the Vessel’s staff and crew shall always remain acceptable to the
 International Transport Worker’s Federation and the Vessel shall at all times
 carry a Blue Card;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 Vessel shall always
 operate with safe manning levels as designated in Appendix D. The Vessel
 shall maintain a STCW record of deviation hours for all officers aboard the
 Vessel and provide this record to the Charterers upon request. If Charterers
 express concern with the STCW deviation hours, Charterers and Owners shall
 discuss and agree to a mitigation plan that shall ensure the Vessel can
 comply with the requisite STCW rest hours.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 Charterers shall have the right to review the
 qualifications of the Master, Chief Officer, Chief Engineer, Second Engineer,
 Electrical Engineer, Electronics Officer, and the Gas Engineer. Charterers
 shall also have the right to interview these officers, at Charterers’ cost.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 Crew Experience levels shall fall within the
 requirements shown in Appendix D.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 Owners and Charterers shall discuss in good faith
 how to develop and employ a “Ship Operating Performance Profile” for the
 Vessel. Such Ship Operating Performance Profile shall be in accordance with, or
 similar to, the Ship Operating Performance Profile that Ceres LNG employs on
 BG owned vessels that they manage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Owners guarantee that
 throughout the charter service the master shall with the Vessel’s officers
 and crew, unless otherwise ordered by Charterers:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 prosecute all voyages
 with the utmost despatch;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 render all customary assistance; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 load and discharge
 cargo as rapidly as possible when required by Charterers or their agents to
 do so, by night or by day, but always in accordance with the laws of the
 place of loading or discharging (as the case may be) and in each case in
 accordance with any applicable laws of the flag state and within the safe
 capabilities of the Vessel,

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Owners shall at all times
 have responsibility for the proper stowage of the cargo and shall keep a
 strict account of all cargo loaded, Boil-Off, commencement and termination of
 forced cargo vaporisation and cargo discharged.

 


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Private and Confidential


	
  

 	
  

 	
  

 
	
 3.

 	
 Duty to Maintain

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 Throughout the charter service Owners shall, whenever the passage of
 time, wear and tear or any event (whether or not coming within Clause 29
 hereof) requires steps to be taken to maintain or restore the conditions
 stipulated in Clauses 1 and 2(a), exercise due diligence so to maintain or
 restore the Vessel.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 If at any time whilst the Vessel is on hire under this Charter the
 Vessel fails to comply with the requirements of Clauses 1, 2(a) or 12 then
 hire shall be reduced to the extent necessary to indemnify Charterers for
 such failure. If and to the extent that such failure affects the time taken
 by the Vessel to perform any services under this Charter, hire shall be
 reduced by an amount equal to the value, calculated at the rate of hire, of
 the time so lost.

 
	
  

 	
 Any reduction of hire under this sub-Clause (b) shall be without
 prejudice to any other remedy available to Charterers, but where such
 reduction of hire is in respect of time lost; such time shall be excluded
 from any calculation under Clause 26 and Appendix C.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 If Owners are in breach of their obligations under Clause 3(a),
 Charterers may so notify Owners in writing and if, after the expiry of *****
 following the receipt by Owners of any such notice, Owners have failed to
 demonstrate to Charterers reasonable satisfaction the exercise of due
 diligence as required in Clause 3(a), the Vessel shall be off-hire, and no
 further hire payments shall be due, until Owners have so demonstrated that
 they are exercising such due diligence.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Owners shall advise Charterers immediately, in writing, should the
 Vessel fail an inspection by, but not limited to, a governmental and/or port
 state authority, and/or terminal and/or major charterer of similar tonnage.
 Owners shall simultaneously advise Charterers of their proposed course of
 action to remedy the defects, which have caused the failure of such
 inspection.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 If, in Charterers reasonably held view:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 failure of an inspection, or,

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any finding of an inspection,

 
	
  

 	
  

 	
  

 
	
  

 	
 referred to in Clause 3 (d), prevents normal commercial operations
 then Charterers shall have the option to place the Vessel off-hire from the
 date and time that the Vessel fails such inspection, or becomes commercially
 inoperable, and the Vessel shall remain off hire until the earlier of the
 date and time that the Vessel passes a re-inspection by the same
 organisation, or until the date and time that Owners and Charterers mutually
 agree that the Vessel is in a condition to pass such re-inspection or until
 the date and time that the Vessel becomes commercially operable, which shall
 be in a position no less favourable to Charterers than at which she went
 off-hire.

 


Page 10 of 81






Private and Confidential


	
  

 	
  

 
	
 (f)

 	
 Furthermore, at any time while the Vessel is off-hire for a continued
 period of ***** under this Clause 3 (with the exception of Clause 3 (e)(ii)),
 Charterers have the option to terminate this Charter by giving notice in
 writing with effect from the date on which such notice of termination is
 received by Owners or from any later date stated in such notice. This
 sub-Clause (f) is without prejudice to any rights of Charterers or
 obligations of Owners under this Charter or otherwise (including without
 limitation Charterers’ rights under Clause 22 and 62 hereof).

 
	
  

 	
  

 
	
 4.

 	
 Trading Limits and Safe Places

 
	
  

 	
  

 
	
 (a)

 	
 The Vessel shall be used for the purpose of carrying all lawful
 merchandise (subject always to Clause 30) including in particular, LNG, in
 any part of the world as Charterers shall direct, subject to the limits of
 the current British Institute Warranties and any subsequent amendments
 thereof. Notwithstanding the foregoing, but subject to Clause 36, Charterers
 may order the Vessel beyond such limits provided that Owners consent thereto
 (such consent not to be unreasonably withheld) and that Charterers pay for
 any insurance premium required by the Vessel’s underwriters as a consequence
 of such order.

 
	
  

 	
  

 
	
 (b)

 	
 Charterers shall use due diligence to ensure that the Vessel is only
 employed between and at safe places (which expression when used in this
 Charter shall include ports, berths, wharves, docks, anchorages, submarine
 lines, alongside vessels or lighters, bunker barges and other locations
 including locations at sea, subject to rights and obligations under Clause
 23) where she can safely lie always afloat. Notwithstanding anything
 contained in this or any other Clause of this Charter, Charterers do not
 warrant the safety of any place to which they order the Vessel and shall be
 under no liability in respect thereof except for loss or damage caused by
 their failure to exercise due diligence as aforesaid. Subject as above, the
 Vessel shall be loaded and discharged at any places as Charterers may direct.

 
	
  

 	
  

 
	
 (c)

 	
 Owners warrant that the Vessel is compatible with the LNG Terminals
 listed in Appendix A for berthing, unberthing, loading and discharging LNG
 cargo without modification to the Vessel. In the event that such modification
 to the Vessel becomes necessary as a result of changes in international
 regulations, national law or standards and/or are required by the Vessel’s
 Classification Society or flag state, the cost of such modification shall be
 for Owners’ account, and the Vessel shall be off-hire for the time required
 to effect such modifications unless this can be achieved without affecting
 the performance of the Vessel under this Charter.

 
	
  

 	
  

 
	
 (d)

 	
 If Charterers request, Owners shall agree to perform compatibility
 studies of terminals not listed as Primary Terminals in Appendix A hereof.
 Costs of routine communications and documentation support, such as submission
 of Gas Form C, Optimoor® studies and other data requests shall be for
 Charterers’ account. Required travel by Owners’ representative to the
 terminal as specifically requested and approved by Charterers shall be for
 Charterers’ account. If following such compatibility studies, Owners deem a
 terminal compatible; such terminal shall be added to the Primary Terminals
 list in Appendix A.

 


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 (e)

 	
 If Charterers direct the Vessel to any LNG loading or receiving
 facilities other than the LNG Terminals listed in Appendix A, Charterers
 shall give notice to Owners sufficiently in advance thereof so as to enable
 Owners to comply with environmental, fire prevention, health, safety and
 other similar regulations, including but not limited to compatibility studies
 of those terminals, applicable at such other place including any alteration
 in ship design. The reasonable cost and the necessary time taken to comply
 with such regulations, necessary, solely, to allow the Vessel to load or
 discharge at such other place, shall be for Charterers account. Charterers
 shall reimburse such costs to Owners against presentation to Charterers of
 appropriate invoices and supporting vouchers, except insofar as Owners are
 otherwise obliged to bear such costs in accordance with this Charter. For
 purposes of this sub Clause 4(d), should an alteration in ship design be
 required, Charterers and Owners shall discuss in good faith the requirement
 and its impact on the Vessel, with the aim of ensuring that Owners are not
 penalized by lower performance, reduced residual value, or similar.

 
	
  

 	
  

 
	
 (f)

 	
 In the event that at any time during the term of this Charter,
 Charterers request and Owners agree that upgrading works shall be carried out
 to the Vessel which constitute an alteration on the Vessel from that
 prevailing at the time of Delivery, the cost of such upgrading shall be
 agreed between Owners and Charterers. For the avoidance of doubt, if a
 “Change of Law” requires the Vessel to be modified in order for the Vessel to
 continue to operate in accordance with Clause 4 and this Charter, the cost of
 such modification shall be for Owners’ account. For the purpose of this sub
 Clause (f), “Change of Law” shall be defined as any law, statute, act,
 ordinance, rule, regulation, requirement or order of any international or
 national government or regulatory agency that comes into effect after the
 date of execution of this Charter.

 
	
  

 	
  

 
	
 (g)

 	
 Notwithstanding the above, the Vessel shall not be required to force
 ice or to follow icebreakers.

 
	
  

 	
  

 
	
 5.

 	
 Bunkers and LNG Heel at Delivery and
 Redelivery

 
	
  

 	
  

 
	
 (a)

 	
 Upon delivery, Charterers shall purchase all LNG (up to a maximum of
 8,000 cbm unless otherwise mutually agreed), FIFO, gas oil and diesel on
 board at the documented cost of each. Original supplier invoices must be
 provided by Owners to Charterers.

 
	
  

 	
  

 
	
 (b)

 	
 Upon redelivery, Owners shall purchase all LNG (up to a maximum of
 8,000 cbm unless otherwise mutually agreed), HFO, gas oil and diesel on board
 at the documented cost of each. Original supplier invoices must be provided
 by Charterers to Owners.

 
	
  

 	
  

 
	
 (c)

 	
 Owners shall make reasonable endeavours, but not be obligated, to
 deliver the Vessel with cargo tanks inerted or under natural gas vapours.

 
	
  

 	
  

 
	
 (d)

 	
 The Vessel shall be redelivered to Owners with its cargo tanks under
 natural gas vapours.

 
	
  

 	
  

 
	
 (e)

 	
 Throughout the Charter (and upon delivery and redelivery) the Vessel
 shall operate with at least a quantity of bunkers or Fuel Oil Equivalent, as
 defined in Clause 53, and a 

 


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 quantity of diesel oil and nitrogen (if nitrogen is applicable) on
 board sufficient to prosecute safely each voyage or reach the nearest safe
 bunker port. The above amount shall be in addition to a safety reserve of
 fuel oil, which would enable the Vessel to steam at the Service speed defined
 in this Charter for a total of five days.

 
	
  

 	
  

 
	
 (f)

 	
 Notwithstanding anything contained in this Charter all bunkers and
 LNG Heel on board the Vessel shall, throughout the duration of this Charter,
 remain the property of Charterers or their nominee and can only be purchased
 on the terms specified in the Charter at the end of the charter period or, if
 earlier, at the termination of the Charter.

 
	
  

 	
  

 
	
 6.

 	
 Grade of Bunkers

 
	
  

 	
  

 
	
 (a)

 	
 Charterers shall supply fuel oil whose properties comply at a minimum
 with those set out in ISO Standard 8217:2010 for RMH380 and diesel oil as per
 ISO 8217:2010 DMB (with any subsequent amendments thereto) and marine gas oil
 as per ISO 8217:2010 DMX (with any subsequent amendments thereto). If Owners
 require the Vessel to be supplied with more expensive bunkers they shall be
 liable for the extra cost thereof.

 
	
  

 	
  

 
	
 (b)

 	
 Should Charterers trade the Vessel into a Emissions Control Area
 (“ECA”) as defined in Annex VI of MARPOL, then the Charterers shall either
 supply low sulphur fuel oil of a quality which the Vessel can use and which
 will satisfy the ECA requirements or allow forced vaporisation of cargo for
 fuel, sufficient for the Vessel’s need while in the restricted area, and the
 Owners shall provide segregated storage for the low sulphur fuel oil. If
 Owners are unable to provide segregated bunker tanks, then Owners shall
 reimburse Charterers for the additional cost of purchasing low sulphur fuel
 oil which is consumed outside of a ECA zone. This sub Clause 6(b) is not
 applicable to GasLog Singapore and GasLog Savannah; Charterers and Owners
 shall discuss in good faith how these two vessels can comply with this sub
 Clause 6(b).

 
	
  

 	
  

 
	
 (c)

 	
 Owners and Charterers can request the other party to provide bunker
 survey data to verify the quality of the bunkers on board, This request can
 be made at any time during the charter period or the Claim Validity Period.

 
	
  

 	
  

 
	
 7.

 	
 Period, Delivery, Redelivery, Laydays and
 Cancelling

 
	
  

 	
  

 
	
 (a)

 	
 Owners agree to let and Charterers agree to hire the Vessel
 commencing from the time and date of delivery to Charterers as provided in
 Clause 7(b) until time and date of redelivery to Owners as provided in Clause
 7(c).

 
	
  

 	
  

 
	
 (b)

 	
 The Vessel shall be tendered for delivery in accordance with the
 stipulations of Article 3 of the Confirmation Memorandum.

 
	
  

 	
  

 
	
 (c)

 	
 The Vessel shall be redelivered in accordance with the stipulations
 of Article 4 of the Confirmation Memorandum.

 


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Private and Confidential


	
  

 	
  

 
	
 (d)

 	
 Charterers shall have the option to extend the Charter as stipulated
 in Article 5 of the Confirmation Memorandum.

 
	
  

 	
  

 
	
 (e)

 	
 Any time during which the Vessel is off-hire under this Charter may
 be added to the charter period in Charterers’ option up to the total amount
 of time spent off-hire. In such cases the rate of hire will be that
 prevailing at the time the Vessel would, but for the provisions of this
 Clause, have been redelivered. Charterers shall exercise this option no later
 than ***** before the date on which the Charter would otherwise terminate.
 Any periods of off-hire occurring after the time and date on which Charterers
 have declared their option may be added to the charter period as long as
 Charterers have declared that they will be so added within ***** of the end
 of the relevant period of off-hire.

 
	
  

 	
  

 
	
 8.

 	
 Owners to Provide

 
	
  

 	
  

 
	
 Owners undertake to provide and to pay for all provisions, wages
 (including but not limited to all overtime payments), and shipping and
 discharging fees and all other expenses of the master, officers and crew;
 also, except as provided in Clauses 4, 9(c) and 35 hereof, for all insurance
 on the Vessel, for all deck, cabin and engine-room stores, lubricating oil,
 and for water; for all dry-docking, overhaul, maintenance and repairs to the
 Vessel; and for all fumigation expenses and de-rat certificates. Owners’
 obligations under this Clause 8 extend to all liabilities for taxes, customs
 or import duties arising at any time during the performance of this Charter
 in relation to the personal effects of the master, officers and crew, and in
 relation to the stores, provisions and other matters aforesaid which Owners
 are to provide and pay for and Owners shall refund to Charterers any sums
 Charterers or their agents may have paid or been compelled to pay in respect
 of any such liability. Any amounts allowable in general average for wages and
 provisions and stores shall be credited to Charterers insofar as such amounts
 are in respect of a period when the Vessel is on-hire.

 
	
  

 	
  

 
	
 9.

 	
 Charterers to Provide

 
	
  

 	
  

 
	
 (a)

 	
 Charterers shall provide and pay for all fuel (which includes fuel
 consumed for the production of nitrogen and all Boil-Off gas, which in
 accordance with Charterers instructions is to be used as fuel) which must be
 supplied from a bunker supplier who applies the standards required by a first
 class operator, towage and pilotage and shall pay agency fees, port charges,
 commissions, expenses of loading and unloading cargoes, canal dues and all
 charges other than those payable by Owners in accordance with Clause 8
 hereof, provided that all charges for the said items shall be for Owners’
 account when such items are consumed, employed or incurred for Owners’
 purposes or while the Vessel is off-hire (unless such items reasonably relate
 to any service given or distance made good and taken into account under
 Clause 22); and provided further that any fuel used in connection with a
 general average sacrifice or expenditure shall be paid for by Owners.

 
	
  

 	
  

 
	
 (b)

 	
 In respect of blinkers consumed for Owners’ purposes these will be
 charged on each occasion by Charterers at the Fuel Price.

 


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Private and Confidential


	
  

 	
  

 
	
 (c)

 	
 If the trading limits
 of this Charter include ports in the United States of America and/or its
 protectorates then Charterers shall reimburse Owners for port specific
 charges relating to additional premiums charged by providers of oil pollution
 cover, when incurred by the Vessel calling at ports in the United States of
 America and/or its protectorates in accordance with Charterers’ orders.

 
	
  

 	
  

 
	
 10.

 	
 Rate
 of Hire

 


Subject as herein
provided, Charterers shall pay for the use and hire of the Vessel at a daily
hire rate, and pro rata for any part of a day, which shall consist of *****
commencing at and from the time and date of her delivery (local time) to
Charterers until the time and date of redelivery (local time) to Owners. The
***** are stipulated in Article 6 of the Confirmation Memorandum.


This daily hire rate
applicable for all Charter extension periods is stipulated in Article 6 of the
Confirmation Memorandum.


	
  

 	
  

 
	
 11.

 	
 Payment
 of Hire

 


Subject to Clause 3 (c)
and 3 (e), payment of hire shall be made in immediately available funds to the
account(s) stipulated in Article 7 of the Confirmation Memorandum in United
States Dollars per calendar month in advance, less:


	
  

 	
  

 
	
 (a)

 	
 any hire paid which
 Charterers reasonably estimate to relate to off-hire periods, and;

 
	
  

 	
  

 
	
 (b)

 	
 any amounts disbursed
 on Owners’ behalf, any advances and commission thereon, and charges which are
 for Owners’ account pursuant to any provision hereof, and;

 
	
  

 	
  

 
	
 (c)

 	
 any amounts due or
 reasonably estimated to become due to Charterers under Clause 3 (b), 16 or 26
 and Appendix C hereof,

 


any such adjustments to
be made at the due date for the next monthly payment after the facts have been
ascertained. Charterers shall not be responsible for any delay or error by
Owners’ bank in crediting Owners’ account provided that Charterers have made
proper and timely payment.


In default of such proper
and timely payment:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Owners shall notify
 Charterers of such default and Charterers shall within ***** of receipt of
 such notice pay to Owners the amount due, including interest, failing which
 Owners may withdraw and/or terminate the Vessel from the service of
 Charterers without prejudice to any other rights Owners may have under this
 Charter or otherwise. The period of ***** shall be extended by any period during
 which the Charterers are prevented from making payment by the Office of
 Foreign Asset Control in the United States of America; and

 


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 (ii)

 	
 interest on any amount
 due but not paid on the due date shall accrue from the day after that date up
 to and including the day when payment is made, at a rate per annum which
 shall be ***** per annum above LIBOR (as in effect on the day when such sum
 was originally due), or, if no such interest rate is published on that day,
 the interest rate published on the next preceding day on which such a rate
 was so published, computed on the basis of a 360 day year of twelve 30-day
 months, compounded semi-annually.

 





	
  

 	
  

 
	
 12.

 	
 Space
 Available to Charterers

 


The whole reach, burthen
and decks (but no more than she can reasonably stow and safely carry) on the
Vessel and any passenger accommodation (including Owners’ suite) shall be at
Charterers’ disposal, reserving only proper and sufficient space for the
Vessel’s master, officers, crew, tackle, apparel, furniture, provisions and
stores, provided that the weight of stores on board shall not, unless specially
agreed, exceed 1,000 tonnes at any time during the charter period.


	
  

 	
  

 
	
 13.

 	
 Instructions
 and Logs

 


Charterers shall from
time to time give the master all requisite instructions and sailing directions,
and the master shall keep a full and correct log of the voyage or voyages,
which Charterers or their agents may inspect as required. The master shall when
required furnish Charterers or their agents with a true copy of such log and
with properly completed loading and discharging port sheets and voyage reports
for each voyage and other returns as Charterers may require. Charterers shall
be entitled to take copies at Owners’ expense of any such documents, which are
not provided by the master.


A controlled copy of
Charterers’ Instructions will be placed on board the Vessel. The instructions
in this document shall be followed by the crew. If the Vessel or crew cannot
comply with such Instructions, immediate notification is required in accordance
with Clause 50. In the event of any conflict between the Instructions and this
Charter, the Charter shall prevail.


Owners shall be
responsible for any time, cost, delay or loss associated with Vessel deviating
from Charterers’ voyage instructions, including loading any cargo quantity in
excess or short of voyage orders provided such time, cost delay or loss is due
to Owners’ fault and negligence. If a discrepancy arises at a loading terminal,
the Master shall notify Charterers immediately and in any event before loading
to clarify the situation. Owners shall be responsible for any consequences or
additional expenses arising from Owners’ non-compliance with this Clause.


	
  

 	
  

 	
  

 
	
 14.

 	
 Bills of Lading 

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 The master (although
 appointed by Owners) shall be under the orders and direction of Charterers as
 regards employment of the Vessel, agency and other arrangements, and shall
 sign Bills of Lading as Charterers or their agents may direct (subject always
 to 

 


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 Clauses 36 (a) and 41)
 without prejudice to this Charter. Charterers hereby indemnify Owners against
 all consequences or liabilities that may arise:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 from signing Bills of
 Lading in accordance with the directions of Charterers or their agents, to
 the extent that the terms of such Bills of Lading fail to conform to the
 requirements of this Charter, provided, however, that no further indemnity
 beyond that expressed in this Clause 14 or elsewhere in this Charter shall be
 implied against Charterers;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 from any irregularities
 in papers supplied by Charterers or their agents.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 If Charterers by telex,
 facsimile or other form of written communication that specifically refers to
 this Clause request Owners to discharge a quantity of cargo either without
 Bills of Lading and/or at a discharge place other than that named in a Bill
 of Lading and/or that is different from the Bill of Lading quantity, then
 Owners shall discharge such cargo in accordance with Charterers’ instructions
 in consideration of receiving the following indemnity, which shall be deemed
 to be given by Charterers on each and every such occasion and which is
 limited in value to ***** of the CIF value of the cargo carried on board:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Charterers shall
 indemnify Owners and Owners’ servants and agents in respect of any liability
 loss or damage of whatsoever nature (including legal costs as between
 attorney or solicitor and client and associated expenses) which Owners may
 sustain by reason of delivering such cargo in accordance with Charterers’
 request.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If any proceeding is
 commenced against Owners or any of Owners’ servants or agents in connection
 with the Vessel having delivered cargo in accordance with such request,
 Charterers shall provide Owners or any of Owners’ servants or agents from
 time to time on demand with sufficient funds to defend the said proceedings.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 If the Vessel or any
 other vessel or property belonging to Owners should be arrested or detained,
 or if the arrest or detention thereof should be threatened, by reason of discharge
 in accordance with Charterers’ instruction as aforesaid, Charterers shall
 provide on demand such bail or other security as may be required to prevent
 such arrest or detention or to secure the release of such Vessel or property
 and Charterers shall indemnify Owners in respect of any loss, damage or
 expenses caused by such arrest or detention whether or not same may be
 justified.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Charterers shall, if
 called upon to do so at any time while such cargo is in Charterers’
 possession, custody or control, redeliver the same to Owners.

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 As soon as all original
 Bills of Lading for the above cargo which: a) name as discharge port the
 place where delivery actually occurred and, b) in the case of a negotiable
 bill of lading, entitle, either by consignment or endorsement, the party 

 


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 to whom the cargo was
 released to take delivery of said cargo, arrived and/or come into Charterers’
 possession, Charterers shall produce and deliver the same to Owners whereupon
 Charterers liability hereunder shall cease.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Provided however, if
 Charterers have not received all such original Bills of Lading by 24.00 hours
 on the day ***** calendar months after the date of discharge, that this
 indemnity shall terminate at that time unless before that time Charterers
 have received from Owners’ written notice that aaa) Some person is making a
 claim, in connection with Owners delivering cargo pursuant to Charterers’
 request or,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 bbb) Legal proceedings
 have been commenced against Owners and/or carriers and/or Charterers and/or
 any of their respective servants or agents and/or the Vessel for the same
 reason.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 When Charterers have
 received such a notice, then this indemnity shall continue in force until
 such claim or legal proceedings are settled. Termination of this indemnity
 shall not prejudice any legal rights a party may have outside this indemnity.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 Owners shall promptly
 notify Charterers if any person (other than a person to whom Charterers
 ordered cargo to be delivered) claims to be entitled to such cargo and/or if
 the Vessel or any other property belonging to Owners is arrested by reason of
 any such discharge of cargo.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 This indemnity shall be
 governed and construed in accordance with English law and each and any
 dispute arising out of or in connection with this indemnity shall be subject
 to the jurisdiction of the High Court of Justice of England.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Owners warrant that the
 Master will comply with orders to carry and discharge against one or more
 duly endorsed Bills of Lading from a set of original negotiable Bills of
 Lading should Charterers so require. Once delivery has been completed against
 one bill of lading, the others are to stand void.

 
	
  

 	
  

 	
  

 
	
 15.

 	
 Conduct
 of Vessel’s Personnel

 
	
  

 	
  

 	
  

 
	
 If Charterers complain
 of the conduct of the master or any of the officers or crew, Owners shall
 immediately investigate the complaint. If the complaint proves to be well
 founded, Owners shall, without delay, make a change in the appointments and
 Owners shall in any event communicate the result of their investigations to
 Charterers as soon as possible.

 
	
  

 	
  

 	
  

 
	
 16.

 	
 LNG
 Retention/Supply for Operational Purposes

 


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 a)

 	
 Unless Charterers
 stipulate otherwise, Owners shall retain on board the Vessel following
 completion of discharge sufficient LNG Heel (which will be agreed with
 Charterers) to enable the Vessel to arrive at the next load port in a cold
 and ready to load condition and to remain in that condition for not less than
 twenty-four (24) hours.

 
	
  

 	
  

 	
  

 
	
 b)

 	
 ***** shall provide and
 pay for LNG required for cooling the Vessel’s cargo tanks and other handling
 systems to the temperatures necessary to commence loading only in the
 following circumstances:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 in the event that the
 quantity of LNG Heel retained on board pursuant to Clause 16 (a) is not
 sufficient to enable the Vessel to arrive at the next loading port in a cold
 and ready to load condition unless such insufficiency is the result of a
 direct act or omission on the part of Owners or fault of the Vessel;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 when LNG is required by
 reason of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (aa) strikes,
 quarantine restrictions, seizure under legal process, restraint of labour,
 none of which arise in connection with the Vessel or crew; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (bb) an act of God, act
 of war, lock outs, riots, piracy, civil commotions, restraint of princes,
 rulers or people;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 when LNG is required by
 reason of any Restricted Period as defined in Appendix C Article 2 (e) (i) to
 (viii), or by reason of Charterers changing the SAT, or by reason of
 Charterers ordering the Vessel to steam at any speed other than the Service
 Speed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 upon return of the
 Vessel to the first load port after any lay-up ordered by Charterers pursuant
 to Clause 32, after any underwater cleaning ordered under Appendix C Article
 11 (a), or after the Vessel has been withdrawn from service at the request or
 convenience of Charterers as a result of which the Vessel has been warmed up
 and/or gas freed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 where the LNG is
 required and caused directly by Charterers’ breach of this Charter.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 where the Vessel is
 presenting for the first time / maiden voyage

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 where the loading of
 the Vessel has been delayed by forces beyond Owners’ control.

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 following Periodical
 Dry-docking under Clause 24.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 ***** shall pay for LNG
 required for gassing up and cooling down the Vessel’s cargo tanks at the LNG
 Price,:

 


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 (i)

 	
 following periods of
 off-hire and such off-hire has solely caused the need to cool down. If the
 off-hire event is partially responsible for the requirement to gas up and/or
 cool down, both parties shall mutually discuss the allocation of costs;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 following requisition
 under Clause 33;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 where the LNG is
 required and directly caused by Owners’ breach of this Charter.

 
	
  

 	
  

 	
  

 
	
  

 	
 Quantities required for
 gas up and cool down shall be in accordance to the cool down tables that
 shall be provided by Owners to Charterers upon request.

 
	
  

 	
  

 	
  

 
	
  

 	
 In all cases where
 Owners are required to pay for LNG required for cooling hereunder, the LNG
 shall nevertheless be supplied by Charterers who shall be entitled to deduct
 the cost from the next payment of hire due to Owners at the LNG Price.

 
	
  

 	
  

 
	
 17.

 	
 Pilots
 and Tugs

 


Owners hereby indemnify
Charterers, their servants and agents against all losses, claims, responsibilities
and liabilities arising in any way whatsoever from the employment of pilots or
tugboats, who although employed by Charterers shall be deemed to be the
servants of and in the service of Owners and under their instructions (even if
such pilots or tugboat personnel are in fact the servants of Charterers their
agents or any affiliated company); provided, however, that the foregoing
indemnity shall not exceed the amount to which Owners would have been entitled
to limit their liability if they had themselves employed such pilots or
tugboats. The Master shall have the right to reject pilots, stevedores or
similar contractors and tugs which in Master’s reasonable opinion are below
industry standard.


	
  

 	
  

 
	
 18.

 	
 Super-Numeraries

 


Charterers may send up to
two representatives in the Vessel’s available accommodation upon any voyage
made under this Charter, Owners providing provisions and all requisites as
supplied to officers, except alcohol.


Charterers shall pay at
the rate of United States Dollars 15 (fifteen) per day for each representative
while on board the Vessel.


Owners shall ensure that
all supernumeraries are provided an orientation training programme to the
Vessel with training relevant under the SMS.


	
  

 	
  

 
	
 19.

 	
 Sub-letting/Assignment/Novation

 
	
  

 	
  

 
	
 (a)

 	
 Charterers may sub-let the Vessel, but shall always
 remain responsible to Owners for due fulfilment of this Charter.

 
	
  

 	
  

 
	
 (b)

 	
 Additionally Owners and Charterers may assign or
 novate this Charter to any of their affiliates who have comparable credit
 worthiness and competence, with the benefit of 

 


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 parent company guarantees, subject to the consent of
 the other party, such consent not to be unreasonably withheld.

 
	
  

 	
  

 
	
 (c)

 	
 For the avoidance of doubt, neither party hereto
 shall transfer its rights or obligations by sale, assignment, novation or
 other disposition to a non-affiliate.

 
	
  

 	
  

 
	
 (d)

 	
 In the event that Owners are desirous of
 transferring its rights, obligations, title and/or interest in the Vessel to
 an entity as part of a lease structure or to a bank or financial institution
 in respect of Owners’ financing and mortgaging of the Vessel, Owners shall
 seek Charterers’ consent. Such consent shall not be unreasonably withheld. In
 any case, Charterers shall respond to Owners request in ten (10) business
 days. Should response not be provided within the ten (10) business days
 period, Charterers shall be deemed to have given their consent.
 Notwithstanding anything in this sub Clause 19(d); Owners shall be fully
 obligated to provide a crew that is in accordance with all terms under this
 Charter.

 
	
  

 	
  

 
	
 20.

 	
 Final Voyage

 


If when a payment of hire
is due hereunder Charterers reasonably expect to redeliver the Vessel before
the next payment of hire would fall due, the hire to be paid shall be assessed
on Charterers’ reasonable estimate of the time necessary to complete
Charterers’ programme up to redelivery, and from which estimate Charterers may
deduct amounts due or reasonably expected to become due for:


	
  

 	
  

 
	
 (a)

 	
 disbursements on Owners behalf or charges for
 Owners’ account pursuant to any provision hereof, and

 
	
  

 	
  

 
	
 (b)

 	
 bunkers and LNG Heel on board at redelivery pursuant
 to Clause 5,

 


promptly, and in any
event not later than thirty (30) days after redelivery any overpayment shall be
refunded by Owners or any underpayment made good by Charterers.


Notwithstanding the
provisions of Clause 7, if at the time this Charter would otherwise terminate
in accordance with Clause 3 the Vessel is on a ballast voyage to a port of
redelivery or is upon a laden voyage, Charterers shall continue to have the use
of the Vessel at the same rate and conditions as stand herein for as long as
necessary to complete such ballast voyage, or to complete such laden voyage at
service speed and return to a port of redelivery as provided by this Charter,
as the case may be.


	
  

 	
  

 
	
 21.

 	
 Loss of Vessel

 


Should the Vessel be
lost, this Charter shall terminate and hire shall cease at noon on the day of
her loss; should the Vessel be a constructive total loss, this Charter shall
terminate and hire shall cease at noon on the day on which the Vessel’s
underwriters agree that the Vessel is a constructive total loss; should the
Vessel be missing, this Charter shall terminate and hire shall cease at noon on
the day on which she was last heard of. Any hire paid in advance and not earned
shall be returned to Charterers and Owners shall reimburse Charterers for the
value of the 


Page 21 of 81






Private and Confidential


estimated
quantity of bunkers on hoard at the time of termination, at the price paid by
Charterers at the last bunkering port.


22.      Off-hire


	
  

 	
  

 	
  

 
	
 (a)

 	
 On each and every occasion that there is loss of time or
 unavailability of the Vessel to Charterers (whether by way of interruption in
 the Vessel’s service or, from reduction in the Vessel’s performance, or in
 any other manner whatsoever):

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 due to deficiency of personnel or stores; repairs; gas-freeing for
 repairs; time in and waiting to enter dry-dock for repairs; breakdown
 (whether partial or total) of machinery, boilers or other parts of the Vessel
 or her equipment (including without limitation tank coatings); overhaul,
 maintenance or survey; collision, stranding, accident or damage to the
 Vessel; or any other cause whatsoever preventing the efficient working of the
 Vessel; and such loss or unavailability continues for more than *****
 consecutive hours (if resulting from interruption in the Vessel’s service) or
 cumulates to more than ***** (if resulting from partial loss of service); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 due to industrial action, refusal to sail, breach of orders or
 neglect of duty on the part of the master, officers or crew; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 for the purpose of obtaining medical advice or treatment for or
 landing any sick or injured person (other than a Charterers’ representative
 carried under Clause 18 hereof) or for the purpose of landing the body of any
 person (other than a Charterers’ representative), and such loss continues for
 more than ***** consecutive hours; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 due to any delay in quarantine arising from the master, officers or
 crew having had communication with the shore at any infected area without the
 written consent or instructions of Charterers or their agents, or to any
 detention by customs or other authorities caused by smuggling or other
 infraction of local law on the part of the master, officers, or crew; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 due to detention of the Vessel by authorities at home or abroad
 attributable to legal action against or breach of regulations by the Vessel,
 the Owners (unless brought about by the act or neglect of Charterers); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 due to pre-docking and repair procedure including warming, gas
 freeing and inerting post arrival at the dry-dock port; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 due to scheduled dry-docking and maintenance, maintaining,
 overhauling, repairing or dry-docking the Vessel and submitting her for
 survey; waiting for any of the aforesaid purposes; and whilst at, any port or
 place for any of the aforesaid purposes; or

 
	
  

 	
  

 	
  

 


Page 22 of 81





Private
and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 due to post-docking or repair procedure including inerting, if such
 inerting is undertaken prior to sailing from the dry-dock port, gassing and
 cooling in excess of that undertaken for normal loading; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 due to any other circumstances where the Vessel is off-hire under
 this Charter; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 due to late arrival for allocated opening for canal transit when such
 late arrival is due to Owners’ negligence or Vessel breakdown, or

 
	
  

 	
  

 	
  

 
	
  

 	
 then without prejudice to Charterers’ rights under Clause 3 or to any
 other rights of Charterers hereunder, or otherwise, the Vessel shall be
 off-hire from the commencement of such loss of time until she is again ready
 and in an efficient state to resume her service from a position not less
 favourable to Charterers than that at which such loss of time commenced;
 provided, however, that any service given or distance made good by the Vessel
 whilst off-hire shall be taken into account in assessing the amount to be
 deducted from hire.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 If the Vessel fails to proceed at any Guaranteed Speed (as defined in
 Appendix C Article 2 (a) (iv)) pursuant to Clause 26 and Appendix C, and such
 failure arises wholly or partly from any of the causes set out in Clause
 22(a) above, then the following provisions shall apply:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 if the Vessel is unable to maintain a speed of at least 85% of the
 Guaranteed Speed under Clause 26 in wind and sea state not exceeding Beaufort
 force 5, Charterers shall have the option to place the Vessel off-hire but
 any distance made good by the Vessel whilst off-hire shall be taken into
 account in accordance with Clause 22(a);

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 except where Charterers have placed the Vessel off-hire pursuant to
 Clause 22(b)(i), failure of the Vessel to proceed at any Guaranteed Speed
 shall be dealt with under Clause 26 and Appendix C and the Vessel will not be
 off-hire under Clause 22.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Further and without prejudice to the foregoing, in the event of the
 Vessel deviating (which expression includes without limitation putting back,
 or putting into any port other than that to which she is bound under the
 instructions of Charterers) for any cause or purpose mentioned in Clause 22
 (a), the Vessel shall be off-hire from the commencement of such deviation
 until the time when she is again ready and in an efficient state to resume
 her service from a position not less favourable to Charterers than that at
 which the deviation commenced, provided, however, that any service given or
 distance made good by the Vessel whilst so off-hire shall be taken into
 account in assessing the amount to be deducted from hire. If the Vessel, for
 any cause or purpose mentioned in Clause 22 (a), puts into any port other
 than the port to which she is bound on the instructions of Charterers, the
 port charges, pilotage and other expenses at such port shall be borne by 

 


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Private
and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 Owners. Should the Vessel be driven into any port or anchorage by
 stress of weather hire shall continue to be due and payable during any time
 lost thereby.

 
	
  

 	
  

 
	
 (d)

 	
 If the Vessel’s flag state becomes engaged in hostilities, and
 Charterers in consequence of such hostilities find it commercially
 impracticable to employ the Vessel and have given Owners’ written notice
 thereof then from the date of receipt by Owners of such notice until the
 termination of such commercial impracticability the Vessel shall be off-hire
 and Owners shall have the right to employ the Vessel on their own account.

 
	
  

 	
  

 
	
 (e)

 	
 Time during which the Vessel is off-hire under this Charter shall
 count as part of the charter period except where Charterers declare their
 option to add off-hire periods under Clause 4 (b).

 
	
  

 	
  

 
	
 (f)

 	
 All references to “time” in this Charter party shall be references to
 local time except where otherwise stated.

 
	
  

 	
  

 
	
 (g)

 	
 (i)

 	
 If as a consequence of any cause or purpose mentioned in this Clause
 22 or in Clause 16 (c), the Vessel presents for loading with tank temperatures
 other than that which would otherwise allow bulk loading to commence within
 1/2 (half) an hour after cooling of the loading arms, any time lost as a
 consequence thereof, including without limitation any time lost in additional
 cooling of tanks prior to loading shall count as off-hire and the cost of any
 LNG supplied for such additional cooling shall be paid for by Owners at the
 LNG Price.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If any LNG is lost as Boil-Off during periods of off-hire, Owners
 shall reimburse Charterers for the LNG lost at the LNG Price, less any
 Boil-off consumed in distance made good during the off-hire period by Owners.

 
	
  

 	
  

 	
  

 
	
  

 	
 Where accurate measurement of LNG lost as Boil-Off during any such
 off-hire period is impossible for whatever reason, the LNG lost as Boil-Off
 shall be assumed to have occurred at a constant rate equal to that obtained
 by measurement between official gaugings of the cargo in question in
 accordance with Appendix C Article 8 (b). Where, due to the off-hire
 occurring during a ballast passage, all LNG Heel is lost as Boil-Off prior to
 the Vessel next commencing to load, such Boil-Off shall be deemed to have
 occurred at a constant rate equal to that which occurred during the Vessel’s
 last previous ballast voyage.

 


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Private
and Confidential


	
  

 	
  

 	
  

 
	
 (h)

 	
 If the cargo capacity of the Vessel is reduced for any reasons,
 Charterers shall have the option of putting the Vessel off-hire or using the
 Vessel, in which case hire shall be reduced pro rata to the reduction in the
 Vessel’s cargo capacity from the commencement of loading at the loading port
 until the Vessel is again ready to load at the next loading port without such
 reduction in capacity. Notwithstanding the option granted to Charterers by
 the foregoing and subject to Chatterers’ need for transportation, Charterers
 may agree (such agreement not to be unreasonably withheld) to allow Owners to
 repair the tanks of the Vessel at the earliest opportunity.

 
	
  

 	
  

 
	
 (i)

 	
 The Vessel shall additionally be off-hire as provided in this Clause
 22 whenever there is loss of time:

 
	
  

 	
  

 
	
  

 	
  i)

 	
 as a result of a boycott arising in connection with the business of
 Owners, the terms or conditions of employment of Owners’ servants, or
 employment, trades, or cargoes of the Vessel other than under this Charter;

 
	
  

 	
  

 	
  

 
	
  

 	
  ii)

 	
 due to restraint or interference in the Vessel’s operation by any
 governmental authority in connection with the ownership, registration, or
 obligations of Owners or the Vessel, or stowaways, or in connection with
 smuggling or other prohibited activities, unless such restraint or
 interference involves a cargo carried under this Charter, or Charterers
 themselves, or the shippers or receivers of such a cargo; or

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 due to strikes, labour boycotts or any other
 discrimination/difficulties against the Vessel because of Owners and/or their
 affiliates’ previous trade and/or the ownership and/or flag and/or officers
 and crew and/or officers and crews’ employment conditions;

 
	
  

 	
  

 	
  

 
	
  

 	
 and all losses, damages and expenses directly or indirectly incurred
 thereby (including bunkers consumed) shall be for Owners’ account.

 
	
  

 	
  

 
	
 (k)

 	
 In the event that the Vessel is off-hire for any reason other than in
 connection with periodical dry-docking pursuant to Clause 24 for any period
 in excess of ***** consecutive days or exceeding ***** days in any period of
 three hundred and sixty five (365) days, Charterers shall have the option to
 terminate this Charter by giving notice in writing with effect from any date
 stated in such notice provided that the Vessel is free of cargo (other than
 LNG Heel) at the time when such notice becomes effective. This Clause 22(j)
 is without prejudice to any other rights or obligations of Owners or Charterers
 under this Charter. For the purposes of this Clause 22(j), in the event of
 partial, loss of service, the period of off-hire shall be the total period
 during which the Vessel is not fully efficient rather than the resulting loss
 of time.

 
	
  

 	
  

 	
  

 
	
 23.

 	
 Ship to Ship Transfers and FPSO/FSRU Cargo
 Operations

 
	
  

 	
  

 
	
 (a)

 	
 Subject to the provisions of Clause 23 (b), Owners shall allow a
 transhipment of the cargo to another ship or floating storage re-gasification
 unit (FSRU) or loading from 

 


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Private
and Confidential


	
  

 	
  

 
	
  

 	
 floating production storage and offloading unit (FPSO) to be carried
 out, provided that a suitably documented formalised risk assessment is carried
 out, identifying potential hazards, probability and consequences and all
 risks identified can be mitigated adequately to the reasonable satisfaction
 of Charterers and Owners.

 
	
  

 	
  

 
	
 (b)

 	
 Such cargo operation shall be carried out in accordance with the
 recommendations set out in the latest version of ICS/OCIMF Ship-to-Ship
 Transfer Guide (Liquefied Gases), and SIGTTO’s “Considerations for Planning a
 Ship-to-Ship Transfer of LNG” as amended from time to time. Owners shall
 permit, at Charterers’ expense, personnel nominated by Charterers to attend
 any pre operation risk assessment workshops and to attend on board, subject
 to Clause 18, to observe in the transhipment operation although such
 operation shall always be the responsibility of Owners. All expenses required
 for the Ship-to-Ship Transfer shall be provided by the Charterers at
 Charterers’ expense, except insofar as Owners are otherwise obliged to bear
 such costs in accordance with this Charter.

 
	
  

 	
  

 
	
 (c)

 	
 Any transfer operations (herein also referred to as “lighterage”) to
 another ship, FSRU, or FPSO, and any extra equipment required for such, will
 be for Charterers’ account. All time including shifting time, if any, from
 the Vessel’s arrival and tendering notice of readiness at lighterage position
 until disconnection of hoses upon completion of lighterage operation or the
 removal /unloading of all fendering, hoses and other lighterage equipment
 (whichever is the later), to count as time on hire. All and any time during
 which the lighterage operation is discontinued due to breakdown of the
 Vessel’s equipment and/or operational inefficiency arising as a direct
 consequence of the additional requirements on the Vessel by the need to
 conduct such lightering operation, shall not count as off hire. All time and
 cost used and incurred for steaming/mooring, at Charterers request, from the
 Vessel’s arrival at the originally agreed lighterage location, shall count as
 time on hire. All port expenses, if any, incurred as a consequence of such
 lighterage operation always to be for Charterers’ account. If Owners are
 obliged to extend their existing insurance policies to cover lighterage
 operations, Charterers shall reimburse Owners for additional premium
 incurred, provided that Charterers are given prior notification (if possible)
 of the additional amount involved, Charterers must obtain permission from
 proper authorities to perform lighterage operation and all expenses in this
 connection shall be for Charterers’ account.

 
	
  

 	
  

 
	
 (d)

 	
 The loading or discharge at FSRUs, FPSOs, and to another ship shall
 be subject to Clause 23 and shall, for the avoidance of doubt, always be at
 the sole discretion of the Master and if at any time the loading or discharge
 operations are, or become unsafe then he/she may discontinue such operations.

 
	
  

 	
  

 
	
 24.

 	
 Periodical Dry-Docking & Cargo
 Containment System Inspection

 
	
  

 	
  

 
	
 (a)

 	
 Owners shall dry-dock the Vessel at least once in any ***** year
 period for the purposes of maintaining the Vessel’s underwater area, undergo
 cargo tank inspection and to effect equipment overhaul, scheduled
 maintenance, other necessary repairs, and re-certification, so that the
 Vessel is fit in every way for service under this Charter. Provided that
 Owners 

 


Page 26 of 81





Private
and Confidential


	
  

 	
  

 
	
  

 	
 can demonstrate to the Charterers satisfaction that a performing five
 year coating system has been applied to the hull, intermediate dockings will
 be permitted to be carried out afloat. If Owners elect to apply a five (5)
 year dry-docking cycle, they shall provide to Charterers a detailed master
 maintenance plan clearly showing how they will overhaul and maintain all
 critical equipment, including diesel generator engines, Low Duty gas
 compressors, and the GCU fans, between the major overhaul periods.

 
	
  

 	
  

 
	
 (b)

 	
 Owners shall give Charterers approximately twelve (12) months notice
 of any intended non-emergency dry-docking and the proposed locations,
 together with the reasons, for such dry-docking. Owners and Charterers shall
 work together to find the most optimal economic location for the dry-docking
 for both parties. The costs for different dry-dock locations shall be
 disclosed by Owners. If Charterers incur costs in delivering the Vessel to a
 cheaper dry-dock location versus one that falls outside the Vessel’s actual
 trade route, Owners and Charterers shall mutually agree an equitable economic
 solution. Owners and Charterers shall agree the actual date that the Vessel
 will be required to enter the dry-dock port ninety (90) days prior to such
 date.

 
	
  

 	
  

 
	
  

 	
 In addition to any technical superintendent, the Owners shall supply
 a superintendent whose primary function is HSSE, to attend dry-docking
 periods. The suitability of the HSSE superintendant shall be agreed by the
 Owners and Charterers.

 
	
  

 	
  

 
	
  

 	
 Charterers shall have the right to review the dry docking
 specifications and programme and, at Charterers’ costs, shall have the right
 to send up to two personnel to witness the dry docking.

 
	
  

 	
  

 
	
 (c)

 	
 In the event of dry-docking, the Vessel shall be off-hire when the
 vessel arrives at the dry-dock port on the actual date. On completion of
 dry-docking, the Vessel will be on-hire again upon exit from the dry-dock
 yard.

 
	
  

 	
  

 
	
 (d)

 	
 All dry-dock expenses and expenses of preparing the Vessel for
 dry-dock shall be for Owners’ account. Any natural gas vapour lost in gas
 freeing for the purpose of dry-docking shall be for Charterers’ account
 provided that during the last discharge prior to dry-docking Owners shall use
 their reasonable endeavours to pump out the maximum amount of cargo.

 
	
  

 	
  

 
	
 (e)

 	
 Provided that Charterers have been previously notified and agreed to
 the period in advance, Charterers agree to provide the Owners with a
 preventative maintenance window or windows that shall not exceed ***** per
 annum following Delivery until the first anniversary thereof and thereafter for
 each twelve (12) month period beginning on each anniversary of the Delivery
 (the “Yearly Allowance”). Owners shall be entitled to use the Yearly
 Allowance to carry out, with the approval of Charterers, scheduled
 preventative maintenance work to the Vessel. Owners shall provide Charterers
 with a completed Maintenance Request Form and subsequent maintenance reports
 on completion of maintenance.

 


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 After the first special survey of the Vessel; this Yearly Allowance shall
 increase to up to ***** per annum, provided that Charterers is able to
 provide up to ***** in underutilised time and that the maintenance has no impact on Charterers’
 commercial operations. For the avoidance of doubt, the Yearly Allowance shall
 never be lower than *****.

 
	
  

 	
  

 
	
 (f)

 	
 Notwithstanding any other part of this Clause 24, Owners agree to
 carry out a secondary barrier integrity test (GTT Low Pressure Drop Test
 (LPDT) and Charterers’ Low Pressure Secondary Barrier Tightness Test (LPSBTT)
 or another mutually agreed testing methodology collectively the “Tests”) and
 inspection of primary barrier (cargo tank internal inspection) on the Vessel
 in accordance with established procedures every 30 months (+/- 6 months) and
 to review the results with Charterers. With regards to the Tests and cargo
 tank internal inspections, the following specific provisions shall apply:

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 The Vessel shall remain on hire during the Tests and any cost
 associated with performing the Tests included but not limited to cost of gas
 freeing, inerting, gassing up and cooling down the tanks, shall be for
 Charterers’ account.

 
	
  

 	
  

 	
 ii.

 	
 Charterers shall have the right to send up to two personnel to attend
 these tests and cargo tank internal inspection;

 
	
  

 	
  

 	
 iii.

 	
 At least thirty (30) days prior to the occurrence of any Tests,
 Owners and Charterers will consult and agree based on the track record of
 historical data of these tests obtained by both Owners and Charterers, on the
 acceptance criteria (“Acceptance Criteria”). Owners and Charterers shall also
 receive clarification from the Classification Society as to the acceptance
 criteria for any primary barrier deformation;

 
	
  

 	
  

 	
 iv.

 	
 If the results of the Tests do not meet the Acceptance Criteria, then
 Owners hereby agree to take the Vessel out of service within sixty (60) days
 to conduct a full SBTT test following class approved GTT procedures. If the
 class approved SBTT test does not meet the pre-agreed Classification Society
 acceptance criteria, Owners agree, at their costs, to carry out investigation
 and repair works to the secondary barrier, using the latest industry approved
 techniques, to demonstrate that the vessel and cargo containment system fully
 meets the requirements of the International Gas Carrier Code to the satisfaction
 of the Classification Society. Charterers have the right to attend and
 observe all testing, investigation, and repair works;

 
	
  

 	
  

 	
 v.

 	
 If the class approved SBTT result meets the pre-agreed acceptance
 criteria of the Classification Society but in Charterers’ sole discretion
 does not meet Charterers’ internal criteria, Charterers shall have the right
 to request Owners and Owners shall thereby agree to repair the secondary
 barrier, to the satisfaction of Charterers. The costs of the repairs stated in
 this sub Clause (iv) shall be for Charterers’ account.

 
	
  

 	
  

 	
 vi.

 	
 If the primary barrier deformation does not meet the Classification
 Society acceptance criteria, Owners agree to take the Vessel out of service
 and 

 


Page 28 of 81





Private
and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 investigate, and if necessary repair the primary barrier, to the
 satisfaction of the Classification Society.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Owners and Charterers hereby agree that following positive results
 being achieved on secondary barrier integrity testing and inspection of
 membrane primary barrier (cargo tank internal) of the *****; that Owners and
 Charterers will conclude that ***** frequency of secondary barrier integrity
 testing and inspection of primary barrier will become normal operating
 procedure. If defects or potential defects are found in either the secondary
 or primary barriers on any of these vessels, then the applicable secondary
 barrier integrity testing or primary barrier inspection shall continue at the
 *****.

 





	
  

 	
  

 	
  

 
	
 25.

 	
 Ship Inspection

 
	
  

 	
  

 	
  

 
	
 Charterers or their representatives shall have the right at any time
 during the charter period to make such inspection of the Vessel or necessary
 operational and condition audits of the Vessel crew, Owners’ office or
 Vessel’s technical manager as they may consider necessary. This right may be
 exercised as often and at such intervals as Charterers in their absolute
 discretion may determine and whether the Vessel is in port or on passage.

 
	
  

 
	
 Owners shall afford all necessary co-operation and accommodation on
 board provided, however:

 
	
  

 
	
 (a)

 	
 that neither the exercise nor the non-exercise, nor anything done or
 not done in the exercise or non-exercise, by Charterers of such right shall
 in any way reduce the master’s or Owners’ authority over, or responsibility
 to Charterers or third parties for, the Vessel and every aspect of her
 operation, nor increase Charterers’ responsibilities to Owners or third
 parties for the same;

 
	
  

 	
  

 
	
 (b)

 	
 that Charterers shall not be liable for any act, neglect or default
 by themselves, their servants or agents in the exercise or non-exercise of
 the aforesaid right;

 
	
  

 	
  

 
	
 (c)

 	
 that any cost incurred by such inspections or audits shall be for
 Charterers’ account provided such costs have been disclosed to and approved
 by Charterers in advance;

 
	
  

 	
  

 
	
 (d)

 	
 that any inspection carried out by Charterers shall be made without
 interference with or hindrance to the Vessel’s safe and efficient operation,
 and shall be limited to a maximum of two persons; and

 
	
  

 	
  

 
	
 (e)

 	
 that any overnight stays shall be subject to Clause 18.

 
	
  

 	
  

 
	
 26.

 	
 Key Vessel Performance Criteria

 
	
  

 	
  

 
	
 Subject to Appendix C, Owners guarantee that:

 
	
  

 
	
 (a)

 	
 the Laden Service Speed shall be ***** knots;

 


Page 29 of 81






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Confidential


	
  

 	
  

 	
  

 
	
 (b)

 	
 the Ballast Service Speed shall be ***** knots;

 
	
  

 	
  

 
	
 (c)

 	
 the Minimum Speed shall be ***** knots;

 
	
  

 	
  

 
	
 (d)

 	
 the Vessel shall be capable of loading and discharging the cargo as
 follows:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 a full cargo may be loaded within twelve (12) hours if the Vessel’s
 cargo tanks are colder than the tank design temperature for commencement of
 loading, excluding the time for connecting; disconnecting; cooling down;
 topping up and custody transfer measurement, and provided that the loading
 terminal is capable of pumping at least 13,000 cubic meters of LNG per hour
 to the Vessel at not less than 230 kPa (gauge) pressure at the flange
 connection between ship and terminal utilising a minimum of two liquid
 loading arms, and provided that the terminal is capable of receiving all
 return vapour from the Vessel that may be generated when loading the Vessel
 at the above specified flow rate of LNG;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 a full cargo may be discharged within thirteen (13) hours, excluding
 the time for connecting; disconnecting; cooling down; starting up pumps;
 ramping up; ramping down for stripping at end of discharge and custody
 transfer measurement, and provided that the discharge terminal is capable of
 receiving LNG at a rate of at least 12,000 cubic meters of LNG per hour with
 a back pressure at the flange connection between ship and terminal not
 exceeding 100 metres of liquid LNG of specific gravity of 0.47 utilising a
 minimum of two liquid unloading arms. The terminal must also be capable of
 providing sufficient return vapour to the Vessel to compensate for the
 displacement of the LNG being discharged from the Vessel;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 If Charterers request either slow loading or slow discharging, Owners
 shall permit such operations.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 the Vessel’s guaranteed maximum fuel consumption on the laden leg
 shall be as defined by the table shown in Article 9(a) of the Confirmation
 Memorandum.

 
	
  

 	
  

 
	
 (f)

 	
 the Vessel’s guaranteed maximum fuel consumption on the ballast leg
 shall be as defined by the table shown in Article 9(b) of the Confirmation
 Memorandum:

 
	
  

 	
  

 
	
  

 	
 Consumption figures in the above sub-Clauses (e) and (f) shall be
 *****.

 
	
  

 	
  

 
	
 (h)

 	
 The fuel oil equivalent factor (tonnes fuel oil per cubic metre (or
 mmBtu) of LNG) shall be calculated using actual bunker survey reports and LNG
 quality reports and engine performance data as provided in Gas Form C and
 shall be agreed upon by both Owners and Charterers.

 
	
  

 	
  

 
	
 (i)

 	
 the maximum laden Boil-Off shall be zero point one five percent
 (0.15%) per day of the Cargo Capacity on fully laden sea passages (or pro
 rated by the ratio of volumetric cargo loaded to cargo capacity if all tanks
 are not used);

 


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 (j)

 	
 the maximum ballast Boil-Off shall be ***** per day of the cargo
 capacity where the previous sea passage was fully laden and provided heel is
 carried in maximum two tanks and no spray cooling is required.

 
	
  

 	
  

 
	
 27. 

 	
 Salvage 

 
	
  

 	
  

 
	
 Subject to the provisions of Clause 22 hereof, all loss of time and
 all expenses (excluding any damage to or loss of the Vessel or tortious
 liabilities to third parties) incurred in saving or attempting to save life
 or in successful or unsuccessful attempts at salvage shall be borne equally
 by Owners and Charterers provided that Charterers shall not be liable to contribute
 towards any salvage payable by Owners arising in any way out of services
 rendered under this Clause 27.

 
	
  

 
	
 All salvage and all proceeds from derelicts shall be divided equally
 between Owners and Charterers after deducting the master’s, officers’ and crew’s
 share.

 
	
  

 
	
 28. 

 	
 Lien 

 
	
  

 	
  

 
	
 Owners shall have a lien upon all cargoes and all freights,
 sub-freights and demurrage for any amounts due under this Charter; and
 Charterers shall have a lien on the Vessel for all monies paid in advance and
 not earned, and for all claims for damages arising from any breach by Owners
 of this Charter.

 
	
  

 
	
 29. 

 	
 Exceptions 

 
	
  

 	
  

 
	
 (a)

 	
 Unless caused by the actual fault or privity of the Owners or the
 Vessel, the Vessel, her master and Owners shall not, unless otherwise in this
 Charter expressly provided, be liable for any loss or damage or delay or
 failure arising or resulting from any act, neglect or default of the
 master, pilots, mariners or other servants of Owners in the navigation or
 management of the Vessel; fire, collision or stranding; dangers and accidents
 of the sea; explosion, bursting of boilers, breakage of shafts or any latent
 defect in hull, equipment or machinery; provided, however, that Clauses
 1, 2, 3 and 26 hereof shall be unaffected by the foregoing. Further, neither
 the Vessel, her master or Owners, nor Charterers shall, unless otherwise in
 this Charter expressly provided, be liable for any loss or damage or delay or
 failure in performance hereunder arising or resulting from act of God, act of
 war, seizure under legal process, quarantine restrictions, strikes,
 lock-outs, riots, restraints of labour, civil commotion or arrest or
 restraint of princes, rulers, pirates or people,

 
	
  

 	
  

 
	
 (b)

 	
 The Vessel shall have liberty to sail with or without pilots, to tow
 or go to the assistance of vessels in distress and to deviate for the purpose
 of saving life or property.

 
	
  

 	
  

 
	
 (c)

 	
 Clause 29 (a) shall not apply to, or affect any liability of Owners
 or the Vessel or any other relevant person in respect of:

 


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 (i)

 	
 loss or
 damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or
 crane or other works or equipment whatsoever at or near any place to which
 the Vessel may proceed under this Charter, whether or not such works or
 equipment belong to Charterers; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 any claim
 (whether brought by Charterers or any other person) arising out of any loss
 of or damage to or in connection with cargo. Any such claim shall be subject
 to the Hague-Visby Rules or the Hague Rules or the Hamburg Rules, as the case
 may be, which ought pursuant to Clause 40 hereof to have been incorporated in
 the relevant Bill of Lading (whether or not such Rules were so incorporated)
 or, if no such Bill of Lading is issued, to the Hague-Visby Rules unless the Hamburg
 Rules compulsorily apply in which case to the Hamburg Rules.

 
	
  

 	
  

 
	
 (d)

 	
 In
 particular and without limitation, the foregoing subsections (a), (b) and (c)
 of this Clause shall not apply to or in any way affect any provision in this
 Charter relating to off-hire or to reduction of hire or Boil-Off or bunkers
 consumed during periods of off-hire.

 
	
  

 	
  

 
	
 30. 

 	
 Injurious
Cargoes 

 
	
  

 
	
 No acids,
 explosives or cargoes injurious to the Vessel shall be shipped and without
 prejudice to the foregoing any damage to the Vessel caused by the shipment of
 any such cargo, and the time taken to repair such damage, shall be for
 Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes
 loaded, that would expose the Vessel to capture or seizure by rulers or
 governments.

 
	
  

 	
  

 
	
 31. 

 	
 Disbursements 

 
	
  

 
	
 Should the
 master require advances for ordinary disbursements up to a cap of United
 States Dollars twenty-five thousand ($25,000) at any port, Charterers or
 their agents shall make such advances to him, in consideration of which
 Owners shall pay a commission of two and a half per cent, and all such
 advances and commission shall be deducted from hire.

 
	
  

 	
  

 
	
 32. 

 	
 Laying-up 

 
	
  

 
	
 Charterers
 shall have the option, after consultation with Owners, of requiring Owners to
 lay up the Vessel at a safe place nominated by Charterers, taking into
 account questions of maintenance access and security and with Owners’ consent
 and always subject to Clause 4, in which case the hire provided for under
 this Charter shall be adjusted to reflect any net increases in expenditure
 reasonably incurred or any net saving which should reasonably be made by
 Owners as a result of such lay up. Charterers may exercise the said option
 any number of times during the charter period.

 


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 33. 

 	
 Requisition 

 
	
  

 
	
 Should the
 Vessel be requisitioned by any government, de facto or de jure, during the
 period of this Charter, the Vessel shall be off-hire during the period of
 such requisition, and any hire paid by such governments in respect of such
 requisition period shall be for Owners’ account. Any such requisition period
 shall count as part of the charter period.

 
	
  

 
	
 34. 

 	
 Outbreak of
War 

 
	
  

 
	
 If war or
 hostilities break out between any two or more of the following countries:
 United States of America, the countries or republics having been part of the
 former U.S.S.R (except that declaration of war or hostilities solely between
 any two or more of the countries or republics having been part of the former
 USSR shall be exempted), Peoples Republic of China, United Kingdom, and the
 country that the Vessel is registered in, then both Owners and Charterers
 shall have the right to cancel this Charter provided that such war or
 hostilities materially and adversely affect the trading of the Vessel for a
 period of at least 30 days.

 
	
  

 	
  

 
	
 35. 

 	
 Additional
War Expenses 

 
	
  

 	
  

 
	
 If the
 Vessel is ordered to trade in areas where there is war (de facto or de jure)
 or threat of war, Charterers shall reimburse Owners for any additional
 insurance premiums, crew bonuses and other expenses which are reasonably
 incurred by Owners as a consequence of such orders, provided that Charterers
 are given notice of such expenses as soon as practicable, and provided
 further that Owners obtain from their insurers a waiver of any subrogated rights
 against Charterers in respect of any claims by Owners under their war risk
 insurance arising out of compliance with such orders.

 
	
  

 
	
 Any payments
 by Charterers under this Clause will only be made against proven
 documentation. Any discount or rebate refunded to Owners, for whatever
 reason, in respect of additional war risk premium shall be passed on to
 Charterers.

 
	
  

 
	
 Charterers
 shall have the option of providing war risk coverage for the Vessel, subject
 to Owners’ consent, such consent not to be unreasonably withheld. Charterers
 shall always make Owners aware of the cover limits to ensure Owners have
 excess War P&I cover available under their respective P&I Club
 entries.

 
	
  

 	
  

 
	
 36. 

 	
 War Risks 

 
	
  

 	
  

 
	
 (a)

 	
 The master
 shall not be required or bound to sign Bills of Lading for any place which in
 his or Owners’ reasonable opinion is dangerous or impossible for the Vessel
 to enter or reach owing to any blockade, war, hostilities, warlike
 operations, civil war, civil commotions, terrorism or piracy revolutions.

 
	
  

 	
  

 
	
 (b)

 	
 If in the
 reasonable opinion of the master or Owners it becomes, for any of the reasons
 set out in Clause 36 (a) or by the operation of international law, dangerous,
 impossible or prohibited for the Vessel to reach or enter, or to load or
 discharge cargo at, any place to 

 


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 which the
 Vessel has been ordered pursuant to this Charter (a “place of peril”), then
 Charterers or their agents shall be immediately notified in writing or by
 radio messages, and Charterers shall thereupon have the right to order the
 cargo, or such part of it as may be affected, to be loaded or discharged, as
 the case may be, at any other place within the trading limits of this Charter
 (provided such other place is not itself a place of peril). If any place of
 discharge is or becomes a place of peril, and no orders have been received
 from Charterers or their agents within 48 hours after dispatch of such
 messages, then Owners shall be at liberty to discharge the cargo or such part
 of it as may be affected at any place suitable for the discharge of LNG which
 they or the master may in their or his discretion select within the trading
 limits of this Charter and such discharge shall be deemed to be due
 fulfilment of Owners obligations under this Charter so far as cargo so
 discharged is concerned.

 
	
  

 	
  

 
	
 (c)

 	
 The Vessel
 shall have liberty to comply with any directions or recommendations as to
 departure, arrival, routes, ports of call, stoppages, destinations, zones,
 waters, delivery or in any other wise whatsoever given by the government of
 the state under whose flag the Vessel sails or any other government or local
 authority or by any person or body acting or purporting to act as or with the
 authority of any such government or local authority including any de facto
 government or local authority or by any person or body acting or purporting
 to act as or with the authority of any such government or local authority or
 by any committee or person having under the terms of the war risks insurance
 on the Vessel the right to give any such directions or recommendations. If by
 reason of or in compliance with any such directions or recommendations
 anything is done or is not done, such shall not be deemed a deviation. If by
 reason of or in compliance with any such direction or recommendation the
 Vessel does not proceed to any place of discharge to which she has been
 ordered pursuant to this Charter, the Vessel may proceed to any place which
 the master or Owners in his/her or their discretion select and there
 discharge the cargo or such part of it as may be affected. Such discharge
 shall be deemed to be due fulfilment of Owners’ obligations under this
 Charter so far as cargo so discharged is concerned.

 
	
  

 	
  

 
	
  

 	
 Charterers
 shall procure that all Bills of Lading issued under this Charter shall
 contain the Chamber of Shipping War Risks Clause 1952.

 
	
  

 	
  

 
	
 37. 

 	
 Piracy 

 
	
  

 	
  

 
	
 a)

 	
 Subject to
 Clause 37(e) below, if the Vessel proceeds to or through an area in which
 there is a current risk of piracy, verified by the International Group of
 P&I Clubs, Owners shall be entitled:

 
	
  

 	
  

 
	
  

 	
 i)

 	
 to take
 reasonable preventive measures to protect the Vessel, her crew and cargo by
 proceeding in convoy, using escorts, avoiding day or night navigation,
 adjusting speed or course, or engaging security personnel or equipment
 (provided that where security personnel or equipment are supplied by third
 party, private sector, or 

 
	
  

 	
  

 	
  

 


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Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 nongovernmental
 entities, such security personnel shall not be armed and such equipment shall
 be non-lethal), on or about the Vessel;

 
	
  

 	
  

 
	
  

 	
 ii)

 	
 to follow
 any orders given by the flag state, any governmental or supra governmental
 organization; and

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 where there
 is an actual, imminent act of piracy, and only after giving Charterers
 reasonable advance notice, to take a safe and reasonable alternative route in
 place of the normal, direct or intended route to the next port of call,
 provided that such alternative route does not, in the case of the Gulf of
 Aden, physically extend beyond the transit of the Gulf of Aden in which case
 Owners shall give Charterers reasonable advance notice of the alternative
 route, an estimate of time and bunker consumption and a revised estimated
 time of arrival.

 
	
  

 	
  

 	
  

 
	
 b)

 	
 Subject to
 sub Clause 37(e) below, *****.

 
	
  

 	
  

 
	
 c)

 	
 Subject to
 Clause 37(e), the Vessel shall remain on-hire for any time lost taking the
 measures referred to in sub Clause 37(a) of this Clause.

 
	
  

 	
  

 
	
 d)

 	
 Where,
 notwithstanding the taking of any of the measures referred to in sub Clause
 37(a) above, and where not caused by a lack of due diligence on Owners’ part,
 and where Charterers have not purchased off-hire insurance pursuant to sub
 Clause 37(e) below, the Vessel is captured by pirates, hire shall be payable
 at 100% of the hire rate for the duration of any such capture. As is further
 set forth in sub Clause 37(e) and for the avoidance of doubt, should
 Charterers purchase the off-hire insurance more fully described below, the
 Vessel shall be off-hire during the attack or seizure by pirates.

 
	
  

 	
  

 
	
 e)

 	
Charterers shall have the option, where the Vessel
is scheduled to transit to or through an area in which there is a current risk
of piracy, verified by the International Group of P&I Clubs, to require Owners
to either (a) extend existing war risk insurance; or (b) purchase off-hire
insurance, adding Charterers as co-assured, and which in either case will cover
loss of hire, the cost of which shall be reimbursed by Charterers, provided
always that (i) the terms of cover and cost have been disclosed to, and agreed
by, Charterers prior to the purchase of such
insurance; and (ii) that following the exercise of such option, the Vessel shall
be off-hire for any time lost as a result of an attack or capture by
pirates.

 
	
  

 	
  

 	
  

 
	
 f)

 	
 Charterers
 may elect, at any time, to pay any relevant insurances as described in sub
 Clause 37(e) directly.

 
	
  

 	
  

 
	
 g)

 	
 Boil-off
 losses during piracy shall be for Charterers’ account.

 


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Private and Confidential


	
  

 	
  

 
	
 38. 

 	
 Both to
Blame Collision Clause 

 
	
  

 	
  

 
	
 If the
 liability for any collision in which the Vessel is involved while performing
 this Charter falls to be determined in accordance with the laws of the United
 States of America, the following provision shall apply:

 
	
  

 
	
 “If the ship
 comes into collision with another ship as a result of the negligence of the
 other ship and any act, neglect or default of the master, mariner, pilot or
 the servants of the carrier in the navigation or in the management of the
 ship, the owners of the cargo carried hereunder will indemnify the carrier
 against all loss, or liability to the other or non-carrying ship or her
 owners in so far as such loss or liability represents loss of, or damage to,
 or any claim whatsoever of the owners of the said cargo, paid or payable by
 the other or non-carrying ship or her owners to the owners of the said cargo
 and set off, recouped or recovered by the other or non-carrying ship or her
 owners as part of their claim against the carrying ship or carrier.”

 
	
  

 
	
 “The
 foregoing provisions shall also apply where the owners, operators or those in
 charge of any ship or ships or objects other than, or in addition to, the
 colliding ships or objects are at fault in respect of a collision or
 contact.”

 
	
  

 
	
 Charterers
 shall procure that all Bills of Lading issued under this Charter shall
 contain a provision in the foregoing terms to be applicable where the
 liability for any collision in which the Vessel is involved falls to be
 determined in accordance with the laws of the United States of America.

 
	
  

 
	
 39. 

 	
 New Jason
Clause 

 
	
  

 	
  

 
	
 General
 average contributions shall be payable according to York/Antwerp Rules, 1994,
 as amended from time to time, and shall be adjusted in London in accordance
 with English law and practice but should adjustment be made in accordance
 with the law and practice of the United States of America, the following
 position shall apply:

 
	
  

 
	
 “In the
 event of accident, danger, damage or disaster before or after the
 commencement of the voyage, resulting from any cause whatsoever, whether due
 to negligence or not, for which, or for the consequence of which, the carrier
 is not responsible by statute, contract or otherwise, the cargo, shippers,
 consignees or owners of the cargo shall contribute with the carrier in
 general average to the payment of any sacrifices, losses or expenses of a
 general average nature that may be made or incurred and shall pay salvage and
 special charges incurred in respect of the cargo.”

 
	
  

 
	
 “If a
 salving ship is owned or operated by the carrier, salvage shall be paid for
 as fully as if the said salving ship or ships belonged to strangers. Such
 deposit as the carrier or his agents may deem sufficient to cover the
 estimated contribution of the cargo and any salvage and special charges
 thereon shall, if required, be made by the cargo, shippers, consignees or
 owners of the cargo to the carrier before delivery.”

 


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 Charterers
 shall procure that all Bills of Lading issued under this Charter shall
 contain a provision in the foregoing terms, to be applicable where adjustment
 of general average is made in accordance with the laws and practice of the
 United States of America.

 
	
  

 
	
 40. 

 	
 Clause
Paramount 

 
	
  

 	
  

 
	
 Charterers
 shall procure that all Bills of Lading issued pursuant to this Charter shall
 contain the following:

 
	
  

 
	
 “(a)

 	
 Subject to
 sub-clause (b) or (c) hereof, this Bill of Lading shall be governed by, and
 have effect subject to, the rules contained in the International Convention
 for the Unification of Certain Rules relating to Bills of Lading signed at
 Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the
 Protocol signed at Brussels on 23rd February 1968 (hereafter the “Hague-Visby
 Rules”). Nothing contained herein shall be deemed to be either a surrender by
 the carrier of any of his rights or immunities or any increase of any of his
 responsibilities or liabilities under the Hague-Visby Rules.”

 
	
  

 	
  

 
	
 “(b)

 	
 If there is
 governing legislation which applies the Hague Rules compulsorily to this Bill
 of Lading, to the exclusion of the Hague-Visby Rules, then this Bill of
 Lading shall have effect subject to the Hague Rules. Nothing therein
 contained shall be deemed to be either a surrender by the carrier of any of
 his rights or immunities or an increase of any of his responsibilities or
 liabilities under the Hague Rules.”

 
	
  

 	
  

 
	
 “(c)

 	
 If there is
 governing legislation which applies the United Nations Convention on the
 Carriage of Goods by Sea 1978 (hereafter the “Hamburg Rules”) compulsorily to
 this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this
 Bill of Lading shall have effect subject to the Hamburg Rules. Nothing
 therein contained shall be deemed to be either a surrender by the carrier of
 any of his rights or immunities or an increase of any of his responsibilities
 or liabilities under the Hamburg Rules.”

 
	
  

 	
  

 
	
 “(d)

 	
 If any term
 of this Bill of Lading is repugnant to the Hague-Visby Rules, or Hague Rules,
 or Hamburg Rules, as applicable, such term shall be void to that extent but
 no further.”

 
	
  

 	
  

 
	
 “(e)

 	
 Nothing in
 this Bill of Lading shall be construed as in any way restricting, excluding
 or waiving the right of any relevant party or person to limit his liability
 under any available legislation and/or law.”

 
	
  

 	
  

 
	
 41. 

 	
 Insurance/ITOPF 

 
	
  

 	
  

 
	
 Owners
 warrant that the Vessel is now, and will throughout the duration of the
 Charter:

 
	
  

 	
  

 
	
 (a)

 	
 be owned or
 demise chartered by a member of the International Tanker Owners Pollution
 Federation Limited;

 
	
  

 	
  

 
	
 (b)

 	
 be properly
 entered in a reputable P&I Club that is a member of the International
 Group of P&I Clubs;

 


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Private and Confidential


	
  

 	
  

 
	
 (c)

 	
 have in
 place insurance cover for oil pollution for the maximum on offer through the
 International Group of P&I Clubs but always a minimum of United States
 Dollars 1,000,000,000 (one thousand million);

 
	
  

 	
  

 
	
 (d)

 	
 have in full
 force and effect Hull and Machinery insurance placed through reputable
 brokers on Institute Time Clauses to a value as would be procured by a first
 class operator of similar such vessels.

 
	
  

 	
  

 
	
 Owners will
 provide, within a reasonable time following a request from Charterers to do
 so, documented evidence of compliance with the obligations in this Clause 41.

 
	
  

 	
  

 
	
 42. 

 	
 Export
Restrictions 

 
	
  

 	
  

 
	
 The master
 shall not be required or bound to sign Bills of Lading for the carriage of
 cargo to any place to which export of such cargo is prohibited under the
 laws, rules or regulations of the country in which the cargo was produced
 and/or shipped.

 
	
  

 	
  

 
	
 Charterers
 shall procure that all Bills of Lading issued under this Charter shall
 contain the following clause:

 
	
  

 	
  

 
	
 “If any laws
 rules or regulations applied by the government of the country in which the
 cargo was produced and/or shipped, or any relevant agency thereof, impose a
 prohibition on export of the cargo to the place of discharge designated in or
 ordered under this Bill of Lading, carriers shall be entitled to require
 cargo owners forthwith to nominate an alternative discharge place for the
 discharge of the cargo, or such part of it as may be affected, which
 alternative place shall not be subject to the prohibition, and carriers shall
 be entitled to accept orders from cargo owners to proceed to and discharge at
 such alternative place. If cargo owners fail to nominate an alternative place
 within 72 hours after they or their agents have received from carriers notice
 of such prohibition, carriers shall be at liberty to discharge the cargo or
 such part of it as may be affected by the prohibition at any safe place on
 which they or the master may in their or his absolute discretion decide and
 which is not subject to the prohibition, and such discharge shall constitute
 due performance of the contract contained in this Bill of Lading so far as
 the cargo so discharged is concerned”.

 
	
  

 	
  

 
	
 The
 foregoing provision shall apply mutatis mutandis to this Charter, the
 references to a Bill of Lading being deemed to be references to this Charter.

 
	
  

 	
  

 
	
 43. 

 	
 Business
Principles 

 
	
  

 	
  

 
	
 Owners shall
 act in a manner consistent with BG Group’s Business Principles set out in
 Appendix F so as to enable Charterers to operate in accordance with those
 principles. Owners shall comply with the procedures for monitoring and
 reporting compliance as set out in the Business Principles Appendix F.

 
	
  

 	
  

 
	
 Owners
 acknowledge that Charterers have a reporting policy and facility respectively
 called the ‘Speak Up Policy’ and ‘Speak Up’. The Speak Up Policy requires
 Charterers’ employees, and

 


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Private and Confidential


	
  

 	
  

 
	
 encourages
 others, to report any situation where there is reason to suspect that there
 has been a breach, or suspected breach, of BG Group’s Business Principles or
 other misconduct, Speak Up provides reporting channels by telephone and
 internet service (accessed via the BG Group website or through
 www.bg-speakup.com) to communicate any concerns confidentially. Owners are
 expected to use Speak Up.

 
	
  

 	
  

 
	
 44. 

 	
 Drugs and
Alcohol 

 
	
 
Owners
 warrant that they have in force an active policy covering the Vessel which
 meets or exceeds the standards set out in the “Guidelines for the Control of
 Drugs and Alcohol On Board Ship” as published by the Oil Companies
 International Marine Forum (OCIMF) dated January 1990 (or any subsequent
 modification, version, or variation of these guidelines) and that this policy
 will remain in force throughout the charter period, and Owners will exercise
 due diligence to ensure the policy is complied with.

 
	
  

 
	
 45. 

 	
 Pollution
and Emergency Response 

 
	
  

 	
  

 
	
 Owners are
 to advise Charterers of organisational details and names of Owners’ personnel
 together with their relevant telephone/facsimile/e-mail details, including
 the names and contact details of Qualified Individuals for OPA 90 response,
 who may be contacted on a 24-hour basis in the event of oil spills or
 emergencies.

 
	
  

 
	
 Notice to
 Owners’ Pollution and Emergency Response Department:

 






	
  

 	
  

 
	
 Attn

 	
 : Emergency
 Response Manager

 
	
 Address

 	
 : 69 Akti
 Miaouli, Piraeus 18537, Greece

 
	
 Telephone

 	
 : +30 210
 4591280-1-2

 
	
 Fax

 	
 : +30 210
 4591240

 
	
 E-mail

 	
 : emergencyresponse@cereslng.com 

 
	
 Cc

 	
 : tkatemidis@cereslng.com; mbourekas@cereslng.com  

 
	
  

 
	
 Notice to
 Charterers’ Pollution and Emergency Response Department:

 
	
  

 
	
 Attn

 	
 : Duty
 Officer

 
	
 Address

 	
 : BG Group,
 811 Main St., Houston, Texas 77002, USA.

 
	
 Telephone

 	
 : +1 713 366
 6248 (primary); +1 713 884 9142 (secondary)

 
	
 Fax

 	
 : +1 713 877
 9212

 
	
 E-mail

 	
 :
AIRIS@bg-group.com 

 
	
  

 	
   shipping@bg-group.com;
LNGCharters@bg-group.com  

 
	
 Cc

 	
 :
bghub.usa@gac.com 

 
	
  

 
	
 Owners shall also refer the initial incident notification
 instructions detailed within the Charterers’ Instructions.

 


Page 39 of 81






Private and Confidential

	
  

 	
  

 
	
 46.

 	
 ISPS Code/USMTSA 2002

 


This Clause 46 makes reference to the International Code for the
Security of Ships and of Port Facilities and the relevant amendments to Chapter
XI of SOLAS (“ISPS Code”) and the US Maritime Transportation Security Act 2002
(“MTSA”),


	
  

 	
  

 	
  

 
	
 (a)

 	
 (i)

 	
 During the currency of this Charter, Owners shall procure
 that both the Vessel and “the Company” (as defined by the ISPS Code) and the
 “owner” (as defined by the MTSA) shall comply with the requirements of the
 ISPS Code relating to the Vessel and “the Company” and the requirements of
 MTSA relating to the Vessel and the “owner”. Upon request Owners shall
 provide documentary evidence of compliance with this Clause 46 (a) (i).

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Except as otherwise provided in this Charter, loss, damage, expense
 or delay, caused by failure on the part of Owners or “the Company”/”owner” to
 comply with the requirements of the ISPS Code/MTSA or this Clause shall be
 for Owners’ account.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 (i)

 	
 Charterers shall provide Owners/Master with their full style contact
 details and shall ensure that the contact details of all sub-charterers are
 likewise provided to Owners/Master. Furthermore, Charterers shall ensure that
 all sub-charter parties they enter into during the period of this Charter
 contain the following provision:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “The Charterers shall provide the Owners with their full style
 contact details and, where sub-letting is permitted under the terms of the
 Charter party, shall ensure that the contact details of all sub-charterers
 are likewise provided to the Owners”.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Except as otherwise provided in this Charter, loss, damage, expense
 or delay, caused by failure on the part of Charterers to comply with this
 sub-Clause 46 (b) shall be for Charterers’ account.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Notwithstanding anything else contained in this Charter costs or
 expenses related to security regulations or measures required by the port
 facility or any relevant authority in accordance with the ISPS Code/MTSA
 including, but not limited to, security guards, launch services, tug escorts,
 port security fees or taxes and inspections, shall be for Charterers’
 account, unless such costs or expenses result solely from Owners’ negligence
 in which case such costs or expenses shall be for Owners’ account All
 measures required by Owners to comply with the security plan required by the
 ISPS Code/MTSA shall be for Owners’ account.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Notwithstanding any other provision of this Charter, the Vessel shall
 not be off-hire where there is a loss of time caused by Charterers’ failure
 to comply with the ISPS Code/MTSA.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 If either party makes any payment, which is for the other party’s
 account according to this Clause, the other party shall indemnify the paying
 party.

 


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 47.

 	
 Law and Litigation

 
	
  

 	
  

 
	
 (a)

 	
 This Charter shall be construed and the relations between the parties
 determined in accordance with the laws of England.

 
	
  

 	
  

 
	
 (b)

 	
 Each of the parties hereto hereby submits to the exclusive
 jurisdiction of the High Court of London for the purposes of all legal
 proceedings arising out of or relating to this Charter or the transactions
 contemplated hereby. Each of the parties hereto hereby irrevocably waives, to
 the fullest extent permitted by law, any objection which it may now or
 hereafter have to the laying of the venue of any such proceeding brought in
 such a court and any claim that any such proceeding brought in such a court
 has been brought in an inconvenient forum.

 
	
  

 	
  

 
	
 (c)

 	
 It shall be a condition precedent to the right of any party to a stay
 of any legal proceedings in which maritime property has been, or may be,
 arrested in connection with a dispute under this Charter, that that party
 furnishes to the other party security to which that other party would have
 been entitled in such legal proceedings in the absence of a stay.

 
	
  

 	
  

 
	
 48.

 	
 Confidentiality

 
	
  

 	
  

 
	
 All terms and conditions of this Charter arrangement shall be kept
 private and confidential. Charterers or Owners shall have the right to
 release information as part of a mandatory audit requirement or third party
 contractual obligation, provided the auditors or third party sign a mutually
 agreed confidentiality agreement.

 
	
  

 	
  

 
	
 49.

 	
 Construction

 
	
  

 	
  

 
	
 The side headings have been included in this Charter for convenience
 of reference and shall in no way affect the construction hereof.

 
	
  

 	
  

 
	
 50.

 	
 Notices

 
	
  

 	
  

 
	
 a)

 	
 Whenever written notices are required to be given by either party to
 the other party, such notices shall be sent by fax, registered mail, e-mail
 or registered airmail to the following addresses:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Notice to
 Owners:

 
	
  

 	
 Attn

 	
 :

 	
 Jan E.
 Peterson

 
	
  

 	
 Address

 	
 :

 	
 Gildo Pastor
 Center, 7, Rue du Gabian, MC-98000 Monaco

 
	
  

 	
 Telephone

 	
 :

 	
 +377
 97975115/ +33 678635471 (AOH)

 
	
  

 	
 Fax

 	
 :

 	
 +377
 97975124

 
	
  

 	
 E-mail

 	
 :

 	
 jpetersen@gaslogltd.com

 
	
  

 	
 Cc

 	
 :

 	
 tkatemidis@cereslng.com

 
	
  

 	
  

 
	
  

 	
 Notice to
 Charterers:

 


Page 41 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Attention

 	
 :

 	
 LNG Charter
 Manager

 
	
  

 	
 Address

 	
 :

 	
 BG Group

 
	
  

 	
  

 	
  

 	
 811 Main
 St.,

 
	
  

 	
  

 	
  

 	
 Houston,
 Texas 77002

 
	
  

 	
  

 	
  

 	
 United State
 of America

 
	
  

 	
 Telephone

 	
 :

 	
 +1 713 599
 4004

 
	
  

 	
 Facsimile

 	
 :

 	
 +1 713 456
 2351

 
	
  

 	
 Email

 	
 :

 	
 LNGCharters@bg-group.com

 
	
  

 	
  

 
	
  

 	
 Notice to
 Owner’s Operations Department:

 
	
  

 	
 Attn

 	
 :

 	
 Duty Manager

 
	
  

 	
 Address

 	
 :

 	
 69 Akti
 Miaouli, Piraeus 18537, Greece

 
	
  

 	
 Telephone

 	
 :

 	
 +30 210
 4591250

 
	
  

 	
 Fax

 	
 :

 	
 +30 210
 2591242

 
	
  

 	
 E-mail

 	
 :

 	
 LNG@cereslng.com

 
	
  

 	
 Cc

 	
 :

 	
 jpetersen@gaslogltd.com;
 thsallis@cereslng.com 

 
	
  

 	
  

 
	
  

 	
 Notice to
 Charters’ Operations Department:

 
	
  

 	
 Attention

 	
 :

 	
 Vessel
 Coordinator

 
	
  

 	
 Address

 	
 :

 	
 BG Group

 
	
  

 	
  

 	
  

 	
 Global LNG
 Shipping,

 
	
  

 	
  

 	
  

 	
 811 Main
 St.,

 
	
  

 	
  

 	
  

 	
 Houston,
 Texas 77002

 
	
  

 	
  

 	
  

 	
 United
 States of America

 
	
  

 	
 Telephone

 	
 :

 	
 +1 713 599
 3747

 
	
  

 	
 Facsimile

 	
 :

 	
 +1 713 456
 2351

 
	
  

 	
 Email

 	
 :

 	
 shipping@bg-group.com

 






	
  

 	
  

 	
  

 
	
  

 	
 or to such other addresses as the parties may respectively from time
 to time designate by notice in writing. Any failure to transmit a copy of the
 notice to a party listed as entitled to receive a copy shall not in any way
 affect the validity of any notice otherwise properly given as provided in
 this Clause,

 
	
  

 	
  

 	
  

 
	
 b)

 	
 Any notice required under this Charter to be given in writing shall
 be deemed to be duly received only:

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 In the case of a letter, whether delivered in course of the post or
 by hand or by courier, at the date and time of its actual delivery if within
 normal business hours on a working day at the place of receipt otherwise at
 the commencement of normal business on the next such working day.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 In the case of a facsimile or e-mail, at the time of transmission
 recorded on the message if such time is within normal business hours (09:00 -
 17:00) in the country of receipt, otherwise at the commencement of normal
 business hours on the next working day at the place of receipt.

 


Page 42 of 81






Private and Confidential


	
  

 	
  

 
	
 51.

 	
 Invoices

 
	
  

 	
  

 
	
 All invoices should be sent to the following contacts and shall be
 deemed to be duly received as per Clause 50(b):

 






	
  

 	
  

 	
  

 
	
 Owners:

 
	
 Attn

 	
 :

 	
 Chief
 Financial Officer

 
	
 Address

 	
 :

 	
 69 Akti
 Miaouli, Piraeus 18537, Greece

 
	
 Telephone

 	
 :

 	
 +30 210
 4591202

 
	
 Fax

 	
 :

 	
 +30 210
 4283544

 
	
 E-mail

 	
 :

 	
 hbjerregaard@gaslogltd.com

 
	
 Cc

 	
 :

 	
 glagonikas@cereslng.com

 
	
  

 	
  

 	
  

 
	
 Charterers:

 
	
 Attention

 	
 :

 	
 LNG Charter
 Manager

 
	
 Address

 	
 :

 	
 BG Group

 
	
  

 	
  

 	
 811 Main
 St.,

 
	
  

 	
  

 	
 Houston,
 Texas 77002

 
	
  

 	
  

 	
 United State
 of America

 
	
 Telephone

 	
 :

 	
 +1 713 599
 3033

 
	
 Facsimile

 	
 :

 	
 +1 713 456
 2351

 
	
 Email

 	
 :

 	
 LNGCharters@bg-group.com

 






	
  

 	
  

 
	
 52.

 	
 Ship Contact details

 
	
  

 	
  

 
	
 The Vessel’s contact details shall be specified in Article 8 of the
 Confirmation Memorandum

 
	
  

 
	
 53.

 	
 Definitions

 
	
  

 	
  

 
	
 In this Charter, save where the context otherwise requires, the
 following words and expressions shall have the meanings respectively assigned
 to them in this Clause;

 






	
  

 	
  

 
	
 “Boil-Off”

 	
 means the vapour, which results from vaporization of LNG in the cargo
 tanks.

 
	
  

 	
  

 
	
 “Cargo
 Capacity”

 	
 means the maximum safe LNG loading limit of the Vessel as per LNG
 Form C.

 
	
  

 	
  

 
	
 “Certificate
 of Financial Responsibility”

 	
 means a certificate of financial responsibility as required by the US
 Oil Pollution Act 1990.

 
	
  

 	
  

 
	
 “Fuel Oil Equivalent”

 	
 refers collectively to its two components, fuel oil and Boil-Off gas
 and is measured in metric tonnes 

 


Page 43 of 81






Private and Confidential


	
  

 	
  

 
	
  

 	
 applying the fuel oil equivalent factor set out in Clause 26 (f).

 
	
  

 	
  

 
	
 “Fuel Price”

 	
 means last invoiced price per increment of volume bunkered in USD
 $per metric tonne (or relevant volumetric unit)

 
	
  

 	
  

 
	
 “Gas Free”

 	
 means the Vessel’s cargo tanks are free off all natural gas vapour
 and under an atmosphere of inert gas.

 
	
  

 	
  

 
	
 “GCU”

 	
 Gas Combustion Unit

 
	
  

 	
  

 
	
 “LNG”

 	
 means natural gas liquefied by cooling and which is in a liquid state
 at or near atmospheric pressure.

 
	
  

 	
  

 
	
 “LNG Heel”

 	
 means cargo retained in the cargo tanks on completion of discharge.

 
	
  

 	
  

 
	
 “LNG Price”

 	
 means the ex-ship price of LNG in USD/mmBtu at the port where the LNG
 was retained, based upon composition of LNG at discharge (except for LNG
 supplied for cool down at a loading port, and for excess LNG boiled off on
 ballast leg, where the price will be based on the price charged by the
 terminal for cool down LNG).

 
	
  

 	
  

 
	
 “NCR”

 	
 “NCR” Normal Continuous Rating

 
	
  

 	
  

 
	
 “Service
 Speed”

 	
 shall have the meaning ascribed to it in Appendix C, Article 1. (a).

 
	
  

 	
  

 
	
 “BG Group”

 	
 mean companies owned directly or indirectly by BO Group plc.

 
	
  

 	
  

 
	
 “Vessel” 

 	
 means each Vessel designated under paragraph 2 of the Confirmation
 Memorandum and such term shall include each of them or any of them or either
 of them, as the context may require.

 


Page 44 of 81






Private and Confidential


	
  

 	
  

 	
  

 
	
 54.

 	
 Claim Validity Period

 
	
  

 	
  

 	
  

 
	
 Any claims arising under this Charter party must be brought within
 twelve (12) months of the conclusion of the Charter.

 
	
  

 	
  

 	
  

 
	
 54.

 	
 Eligibility & Compliance

 
	
  

 	
  

 	
  

 
	
 At all times
 during this Charter;

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 the Vessel shall be in all respects eligible under applicable
 conventions, laws and regulations for, and shall not be prevented for any
 reason whatsoever from, trading to and from the ports and places permitted in
 Clause 4 of the Charter;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Without prejudice to Clause 65, the Vessel shall comply with all
 applicable conventions, laws, rules and regulations of any international,
 national, state or local government entity having jurisdiction and shall have
 on board for inspection by the authorities all necessary certificates,
 records, letters and other documents evidencing such compliance, including
 but not limited to certificates evidencing compliance with international and
 US oil pollution regulations, SOLAS 1974, as amended and MARPOL 1973/1978;
 and

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 the Vessel shall comply fully with all applicable U.S. Federal, U.S.
 Coastguard and State laws, rules, orders, regulations, guidelines and
 circulars now in effect and which may be promulgated (and subsequent
 amendments and successors thereto) including, but not limited to, the
 following provisions relating to maritime safety and oil pollution response:

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 the U.S. Federal Water Pollution Control Act (as amended by the Clean
 Water Act of 1977 (Water Pollution));

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 the U.S. Oil Pollution Act of 1990 and the governmental regulations
 issued thereunder (“OPA-90”);

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 the U.S. Comprehensive Environmental Response, Compensation and
 Liability Act of 1980; and

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 the U.S. Port and Tanker Safety Act;

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

 	
 the U.S. Coastguard Navigational and Vessel Inspection Circular
 No. 8-92;

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

 	
 the Code of Federal Regulations;

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 the compliance with practices and limits for the regulated effluents
 as per the US Environmental Protection Agency’s Vessel General Permit (VGP)
 requirements under the authority of the Clean Water Act (CWA) requirements
 for National Pollutant Discharge Elimination System (NPDES) program. This sub
 Clause 

 


Page 45 of 81






Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 55(c)(vii) is not applicable to GasLog Singapore and GasLog Savannah;
 Charterers and respective Owners shall discuss in good faith how each of
 these two vessels can comply with this sub Clause 55(c)(vii).

 


Page 46 of 81





Private and Confidential


	
  

 	
  

 
	
 (d)

 	
 the Vessel shall have on board throughout the Charter any
 certificates or other documentation required under the said laws, rules,
 orders, regulations, guidelines and circulars and evidencing such compliance,
 which shall include but not be limited to a U.S. Coastguard Certificate of
 Financial Responsibility for Oil Pollution (“COFR”) together with a similar
 certificate for hazardous substances and a Tanker Vessel Examination Letter
 (“TVEL”).

 
	
  

 	
  

 
	
 (e)

 	
 prior to delivery the Owners or the Vessel’s operator shall have
 submitted, and obtained approval from the US Coastguard for a response plan
 for the Vessel (“VRP”) which meets in full the requirements of OPA-90 and of
 the US Coastguard and in accordance with which the Vessel shall at all times
 be operated. Charterers shall reimburse Owners for all port specific OPA
 charges (including but not limited to additional premium to maintain P&I
 cover) incurred by the Vessel calling at ports in the USA in accordance with
 Charterers’ orders. Requirements of a similar nature imposed by other
 countries after the date of this Charter shall be treated in the same way.

 
	
  

 	
  

 
	
 (f)

 	
 to the extent that the Vessel does not at any time comply with any
 USCG regulation now in effect or to be promulgated, all necessary waivers are
 or will be held. Owners will advise Charterers of all such waivers, including
 period of validation and reason(s) for waiver.

 
	
  

 	
  

 
	
 (g)

 	
 Owners shall ensure that the Vessel is free to trade to the USA and
 if Certificate of Compliance (CoC) is not available at the commencement of
 the Charter, then an inspection shall be carried prior to arrival at the
 first USA port or on arrival at the first USA port. Any delay incurred
 carrying out this initial inspection that exceeds three hours shall be
 classified as off-hire. Charterers shall provide sufficient notice to Owners
 to allow Owners to comply with the rules and regulations in USA and LNG
 Terminals not listed in Appendix A.

 
	
  

 	
  

 
	
 (h)

 	
 If the Vessel is required to discharge at a US port during this
 Charter, the Owners are required to install an AIS Pilot Plug as defined by
 SOLAS regulations. Specific regulations can be found in Chapter V, Regulation
 19 and in Title 33 Code of Federal Regulations § 164.46 Automatic
 Identification System (AIS), Paragraph (d) “The AIS Pilot Plug, on each
 vessel over 1600 gross tons on an international voyage, must be available for
 pilot use, easily assessable from the primary conning position of the vessel,
 and near a 120 Volt, AC power, 3-prong receptacle.” Additional information
 regarding proper installation of the AIS Pilot Plug can be found in IMO
 SN/Circ. 227.

 
	
  

 	
  

 
	
 (i)

 	
 When calling at LNG terminals located in ports in the European Union,
 Vessel must be able to meet the requirements of EU Council Directives
 1999/32/EC dated 26 April 1999 and 2005/33/EC dated 6 July 2005.

 
	
  

 	
  

 
	
 Any delays, direct losses, expenses or damages arising from failure
 to comply with this Clause shall be for Owners’ account and Owners shall
 fully indemnify Charterers therefor. Charterers shall not be liable for any
 delay caused by the Vessel’s failure to comply with the foregoing warranty.

 


Page 47 of 81






Private and Confidential


	
  

 	
  

 
	
 For any time lost due to a breach of this Clause the Vessel shall be
 off-hire, and any expenses incurred due to such breach (including bunkers
 consumed) shall be for Owners’ account.

 
	
  

 	
  

 
	
 55.

 	
 Vapour Pressure

 
	
  

 	
  

 
	
 Owners undertake that the Vessel will arrive at each discharge port
 or terminal with the Vessel and its cargo in such a condition that the vapour
 pressure in the Vessel’s cargo tanks meets the requirements of the
 discharging port or terminal as advised to Owners with reasonable prior
 notice. In any event, Owners will follow vapour pressure instructions
 received from Charterers and will not allow vapour pressure to increase
 beyond the pressure permitted by Charterers’ voyage instructions.

 
	
  

 	
  

 
	
 56.

 	
 Cargo Transfer Inspection and System
 Calibration

 
	
  

 	
  

 
	
 Charterers may at their option place their cargo transfer inspection
 representative on board to observe preparation for loading and discharging of
 cargo during periods when the Vessel is in port, at Charterers’ expense. Such
 representative will not, however, under any circumstances order or direct the
 taking of any particular action by the Vessel or crew or interfere in any way
 with the Master’s exercise of his authority.

 
	
  

 	
  

 
	
 The Custody Transfer Measurement Gauging System (CTMS) shall undergo
 a full calibration check and recertification by a recognized calibration
 company at intervals of no more than sixty (60) months. This cheek shall
 include a full in tank calibration check of the Primary Gauging System,
 Secondary Gauging System, in tank temperature monitoring system, tank
 pressure monitoring system, and independent tank hi level alarm(s).
 Charterers shall have access to calibration check reports.

 
	
  

 	
  

 
	
 If the Vessel is required to discharge at a Japanese port during this
 Charter, the Owners are required to start Japan customs approval process for
 the CTMS and cargo tank tables immediately once Charterers notify Owners of
 intention to discharge at a Japanese port. The Vessel shall comply with
 Japanese customs approvals requirements throughout the charter period.

 


Page 48 of 81







Private and Confidential


	
  

 	
  

 
	
 57.

 	
 Vessel Performance Data

 


Charterers shall have full access to daily (and other) reports provided
from the Vessel’s voyage data recorder and or Kyma Ship Performance software or
other equivalent system.


If Vessel is equipped with the Kyma Ship Performance software or
equivalent system, Charterers require that Owners run a performance trial at
sea once per month per Charterers’ Instructions. When available, the ship
performance software (or equivalent) shall be used to record information during
a minimum one hour trial.


A detailed procedure for carrying out the trial shall be included in
Charterers’ Instructions, Owners agree to send the resulting data and/or
summary report of the trial to the Charterers within fifteen (15) days of
carrying out each trial.


	
  

 	
  

 
	
 58.

 	
 Third Party Vetting Information

 


Owners shall permit Charterers to discuss vetting results with third
party vetting companies upon Charterers’ request.


	
  

 	
  

 
	
 59.

 	
 Taxes

 


All taxes and dues on the Vessel and on the Charter hire to be for
Owners’ account. All taxes and dues on cargo to be for Charterers’ account.


	
  

 	
  

 
	
 60.

 	
 U.S. Compliance

 


Owners represent and guarantee that Owners and the Vessel are not in
any way directly owned, controlled by or related to any Cuban, Iranian, Myanmar,
or Sudanese interests.


	
  

 	
  

 
	
 61.

 	
 Compliance with The Bribery Act, 2010
 (England and Wales) and the US Foreign Corrupt Practices Act (FCPA)

 





	
  

 	
  

 	
  

 
	
 a)

 	
 Owners represent, warrant and covenant that it and its
 Representatives comply with applicable corruption law with respect to all
 Matters even if the provisions of applicable corruption law do not strictly
 apply to Owners or its Representatives because of their jurisdictional status
 and references in this Clause 61 to applicable corruption law shall be interpreted
 accordingly. The remaining provisions of this Clause 61 are without prejudice
 to the generality of the foregoing.

 
	
  

 	
  

 
	
 b)

 	
 Owners represent, warrant and covenant that it and its
 Representatives have not Offered and will not Offer with respect to any Matters
 any Advantage to any Public Official which would violate applicable
 corruption law.

 
	
  

 	
  

 
	
 c)

 	
 Owners represent, warrant and covenant that it and its
 Representatives have not Offered and will not Offer with respect to any
 Matters any Advantage to any person or entity which would violate applicable
 corruption law.

 


Page 49 of 81






Private and Confidential


	
  

 	
  

 	
  

 
	
 d)

 	
 Owners represent, warrant and covenant that it and its
 Representatives will not, directly or through any other person or entity,
 Request any service, action or inaction by any other person or entity with
 respect to any Matters which would violate applicable corruption law.

 
	
  

 	
  

 
	
 e)

 	
 Owners represent, warrant and covenant that it and its
 Representatives will not, directly or indirectly with respect to any Matters
 Request an Advantage which would violate the applicable corruption law.

 
	
  

 	
  

 
	
 f)

 	
 Owners represent warrant and covenant that it will provide Charterers
 with a Certificate of Compliance no later than 31 January of each calendar
 year during the term of this Charter.

 
	
  

 	
  

 
	
 g)

 	
 Owners represent, warrant and covenant that it and its Affiliates:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 maintain accurate and complete Books and Records and internal
 controls sufficient and of such quality, consistent with accounting
 principles and practices contained in International Financial Reporting
 Standards so as to permit an audit of its Books and Records by an
 internationally recognised firm of public or chartered accountants or their
 equivalent, and which would, following that audit, result in an unqualified
 audit opinion and will not maintain any off the book accounts or record any
 non existent expenditure nor enter liabilities with incorrect identification
 of their object or use false documents;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 will provide all reasonable assistance to permit the Charterers’
 accountant or internationally recognised firm of public or chartered
 accountants or other advisors (‘Auditor’) to conduct an audit of its Books
 and Records (including without limitation providing copies of documentation,
 when requested) during normal business hours at Owners’ principal place of
 business for the purpose of confirming compliance with this Clause 61;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 will permit Auditor reasonable access to its properties, officers,
 representatives, agents and employees in order to make reasonable inspection
 and examination of the business operations and affairs of the Owners; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 without prejudice to the generality of the foregoing, use its
 reasonable endeavours to procure for Auditor access to any third party, or
 any third party’s properties, employees and Books and Records, where such
 access is reasonably necessary for the purposes of the audit. For the
 avoidance of doubt, access includes providing copies of relevant third party
 documentation where requested.

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 Owners represent, warrant and covenant that it and its
 Representatives have been given adequate training and informed of their
 obligations in relation to applicable corruption law and have in place
 adequate policies and procedures in relation to business ethics and conduct
 and the reporting, investigating and acting upon of suspected violations of
 applicable corruption law.

 


Page 50 of 81





Private and Confidential


	
  

 	
  

 	
  

 
	
 (i)

 	
 (a)

 	
 Owners represent, warrant and covenant that where there exists a
 relationship between, on the one hand, (i) it or any of its Representatives,
 or (ii) any person who is a Connected Person of any of its Representatives,
 and any Public Official on the other, and such relationship may or may
 reasonably be considered to have an influence on the Owners’ performance of
 its obligations hereunder or the performance by the Public Official of
 his/her duties, that the fact and nature of such relationship has been
 notified to the Charterers in writing prior to this Charter being entered
 into.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Owners represent, warrant and covenant that it will promptly take all
 such steps as may be necessary and/or reasonably requested by Charterers
 which are designed to ensure that such relationship does not give rise to any
 conflict of interest or any breach of applicable corruption law.

 
	
  

 	
  

 	
  

 
	
 (j)

 	
 Owners represent, warrant and covenant that to the best of its
 knowledge and belief neither it nor any of its Representatives or Service
 Providers:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 appears on any list of entities or individuals debarred from
 tendering or participating in any project funded by the World Bank, European
 Bank of Reconstruction and Development or any other multi-lateral or
 bi-lateral aid agency;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 has at any time been found by a court in any jurisdiction to have breached
 applicable corruption law;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 has at any time been investigated or is being investigated or is
 involved in an investigation (as a witness or possible suspect) or been
 suspected in any jurisdiction of having engaged in any conduct with respect
 to Matters which would constitute a breach of applicable corruption law.

 
	
  

 	
  

 	
  

 
	
 (k)

 	
 Owners represent, warrant and covenant that if at any time it becomes aware
 that any of the circumstances set out in Clauses 61.9 and 61.10 are not as it
 has confirmed it will notify Charterers immediately in writing and will
 promptly take all such steps as may be necessary and/or requested by the
 Charterers to ensure minimum adverse effect on the Charterers’ reputation or
 on this Charter.

 
	
  

 	
  

 	
  

 
	
 (l)

 	
 Owners represent, warrant and covenant that it will, if requested in
 writing by the Charterers, promptly:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 provide any information which the Charterers may reasonably require
 in order to monitor its compliance with the warranties, covenant and/or
 representations contained in this Clause 61; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 provide, where available, documentation evidencing such compliance.

 


Page 51 of 81





Private and Confidential


	
  

 	
  

 	
  

 
	
 (m)

 	
 Without prejudice to any other express remedies referred to elsewhere
 in this Charter or any rights or remedies available at law or in equity, in
 the event of a breach of this Clause 61 by Owners, Charterers have the right
 to take whatever action it deems appropriate including the right to terminate
 this Charter with immediate effect and will not be liable to pay any
 compensation to Owners for loss of profits or loss of goodwill or for any
 other loss or damage howsoever arising as a result of a termination under
 this Clause 61(m).

 
	
  

 	
  

 
	
 (n)

 	
 Where this Charter is terminated in accordance with Clause 61(m),
 Owners will cease to be entitled to receive any payments which are due or may
 otherwise be due under the terms of this Charter. Where this Charter is
 terminated in accordance with Clause 61(m) Charterers will not be obliged to
 make any payments which are due or may otherwise be due under the terms of
 this Charter where to do so would violate any law or regulation to which
 Charterers are subject.

 
	
  

 	
  

 
	
 (o)

 	
 Owners indemnify and hold Charterers and its Affiliates harmless from
 and against any and all claims, damages, liabilities, losses, penalties,
 fees, costs and expenses arising from or related to, any breach of this
 Clause 61.

 
	
  

 	
  

 
	
 (p)

 	
 The rights and obligations contained in Clauses 61(g), 61(k), 61(1),
 61(m), 61(n) and 61(o) will survive the termination or expiration of this
 Charter.

 
	
  

 	
  

 
	
 (q)

 	
 Owners shall require its Service Providers to act in accordance with
 the requirements of this Clause 61 and applicable corruption law.

 
	
  

 	
  

 
	
 (r)

 	
 Owners will operate a program of regular assessments of its Service
 Providers involved in Matters to verify that they are complying with their
 obligations as set out in Clause 61(q) above and retain the right to
 have an independent auditor review and verify their compliance.

 
	
  

 	
  

 
	
 (s)

 	
 Owners will procure that provisions no less onerous than those set
 out in this Clause 61 are incorporated in all documentation issued to, and
 contracts entered into, with their Service Providers involved in Matters.

 





	
  

 	
  

 	
  

 
	
 62.

 	
 Owners’ Defaults

 
	
  

 	
  

 
	
 (a)

 	
 Each of the following events shall be deemed to be a breach of this Charter
 and an “Owners’ Default” for the purposes of this Charter:

 
	
  

 	
  

 
	
  

 	
 i)

 	
 if any licence, approval, consent, authorisation or registration at
 any time necessary for Owners to comply with their obligations under this
 Charter, or in connection with the ownership and operation of the Vessel, is
 revoked, withheld or expires or is modified so as to prevent or
 materially delay the lawful performance by Owners of their obligations
 hereunder (unless remedied, if capable of remedy, within thirty (30) days);

 


Page 52 of 81





Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 if an order is made, or an effective resolution passed, for the
 compulsory or voluntary winding-up or dissolution of Owners (other than for
 the purposes of amalgamation or reconstruction in respect of which the prior
 written consent of Charterers has been obtained) or if Owners suspend payment
 of or are unable to or admit inability to pay, their debts as they fall due
 or make any special arrangement or composition with their creditors generally
 or any class of their creditors;

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 if an administrator, administrative receiver, receiver or trustee or
 similar official is appointed in respect of the whole, or a material part, of
 the property, assets or undertaking of Owners, and such appointment is not
 discharged within thirty (30) days of the date of such appointment (unless
 such appointment is being contested by Owners in good faith by appropriate
 proceedings) or if Owners apply for, or consent to, any such appointment;

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 if any event occurs in relation to Owners in any jurisdiction which
 has an effect equivalent to any of the events specified in ii) and iii)
 above;

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

 	
 if an encumbrancer takes possession of, or distress or execution is
 levied upon, the whole, or a material part, of the property, assets or
 undertaking of Owners and the same shall not be discharged within thirty (30)
 days of the date of commencement of such action unless such possession or
 levy is being contested by Owners in good faith by appropriate proceedings;

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

 	
 if Owners cease to carry on their business, or dispose of the whole,
 or a material part, of their property, assets or undertaking without
 Charterers’ consent;

 
	
  

 	
  

 	
  

 
	
  

 	
 vii)

 	
 if Owners cease to be a corporation duly registered in good standing
 in its place of incorporation without Charterers’ consent;

 
	
  

 	
  

 	
  

 
	
  

 	
 viii)

 	
 if Owners shall place or permit to exist on the Vessel (A) any
 mortgage other than a mortgage in respect of which a quiet enjoyment
 undertaking has been provided in a form approved by Charterers, such approval
 not to be unreasonably withheld (B) any charge, pledge, consensual security
 interest, lien or encumbrance of any kind (not occasioned by any act,
 omission or default of Charterers) for a period of more than thirty (30) days
 cumulative in one year, other than liens for crew’s wages or salvage or
 otherwise arising in the ordinary course of trading which are regularly
 settled or secured;

 
	
  

 	
  

 	
  

 
	
  

 	
 ix)

 	
 if it becomes impossible or unlawful for Owners to fulfil any of
 their obligations under this Charter, or for Charterers to exercise any of
 the rights vested in them by this Charter, or this Charter for any reason
 becomes invalid or unenforceable or ceases to be in full force and effect or
 Owners repudiate this Charter;

 
	
  

 	
  

 	
  

 
	
  

 	
 x)

 	
 if the Vessel is arrested as a consequence of any claim or event
 other than a claim arising by, through or under acts, deeds or omission of
 Charterers and is not released for any reason from such arrest within
 thirty (30) days after being arrested;

 


Page 53 of 81





Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 xi)

 	
 if Owners are in material breach of any other provision of this
 Charter with serious and adverse consequences to Charterers; and Owners have
 failed to cure such breach or taken all necessary steps within a reasonable
 period of time but in no event longer than thirty (30) days after notice
 of such breach from Charterers (unless such breach has a shorter cure
 period hereunder, in which case, the shorter period shall apply).

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Upon the occurrence of an Owners’ Default and at any time thereafter
 for so long as such default is continuing, and whether or not the Charter has
 commenced, Charterers shall be entitled to terminate this Charter by giving
 notice in writing to Owners. This Clause 61(b) is without prejudice to any
 other rights Charterers may have hereunder or at common law.

 
	
  

 	
  

 	
  

 
	
 63.

 	
 Charterers’ Defaults

 
	
  

 	
  

 
	
 (a)

 	
 Each of the following events shall be deemed to be a breach of this
 Charter and a “Charterers’ Default” for the purposes of this Charter:

 
	
  

 	
  

 
	
  

 	
 i)

 	
 if an order is made, or an effective resolution passed, for the
 compulsory or voluntary winding-up or dissolution of Charterers (other than
 for the purposes of amalgamation or reconstruction in respect of which the
 prior written consent of Owners has been obtained) or if Charterers suspend
 payment of, or are unable to or admit inability to pay, their debts as they
 fall due or make any special arrangement or composition with their creditors
 generally or any class of their creditors;

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 if an administrator, administrative receiver, receiver or trustee or
 similar official is appointed in respect of the whole, or a material part, of
 the property, assets or undertaking of Charterers, and such appointment is
 not discharged within thirty (30) days of the date of such appointment
 (unless such appointment is being contested by Charterers in good faith by
 appropriate proceedings) or if Charterers apply for, or consent to, any such
 appointment;

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 if any event occurs in relation to Charterers in any jurisdiction
 which has an effect equivalent to any of the events specified in (ii) and
 (iii) above;

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 if an encumbrancer takes possession of, or distress or execution is
 levied upon, the whole, or a material part, of the property, assets or
 undertaking of Charterers and the same shall not be discharged within thirty
 (30) days of the date of commencement of such action unless such
 possession or levy is being contested by Charterers in good faith by
 appropriate proceedings;

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

 	
 if Charterers cease to carry on their business, or dispose of the whole,
 or a material part, of their property assets or undertaking without Owners’
 consent;

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

 	
 if Charterers cease to be a corporation duly registered in good
 standing in its place of incorporation without Owners’ consent;

 


Page 54 of 81





Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 vii)

 	
 if it becomes impossible or unlawful for Charterers to fulfil any of
 their obligations under this Charter or for Owners to exercise any of the
 rights vested in them by this Charter, or this Charter for any reason becomes
 invalid or unenforceable or ceases to be in full force and effect or
 Charterers repudiate this Charter;

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Upon the occurrence of a Charterers’ Default and at any time
 thereafter for so long as such default is continuing, and whether or not the
 Charter has commenced, Owners shall be entitled to terminate this Charter by
 giving notice in writing to Charterers. This Clause 63(b) is without
 prejudice to any other rights Owners may have hereunder or at common law.

 
	
  

 	
  

 
	
 64.

 	
 Quiet Enjoyment

 
	
  

 	
  

 
	
 Owners acknowledge that Charterers shall be entitled to the quiet
 enjoyment and use of the Vessel under this Charter throughout the charter
 period without interruption. Except as expressly permitted by this Charter,
 the Owners shall not (either prior to or after delivery of the Vessel
 hereunder) effect or permit to exist any mortgage, lien, claim or encumbrance
 or security interest of whatsoever nature on the Vessel without the prior
 consent of the Charterers. The Charterers hereby consent to the Owners
 executing a mortgage of the Vessel, as security for the financing of the
 Vessel, in favour of (i) an international bank or other financial
 institution, or (ii) a controlled affiliate of an international bank or other
 financial institution, provided that, in either case, the identity of such
 party has been approved by the Charterers (such approval not to be
 unreasonably withheld). It is a condition of the Owners’ consent to any such
 mortgage that the Owners shall procure that the relevant mortgagee executes a
 letter of quiet enjoyment in favour of the Charterers in the form included in
 the Confirmation Memorandum as Annex B.

 
	
  

 	
  

 
	
 65.

 	
 Construction

 
	
  

 	
  

 
	
 During the period prior to delivery of the Vessel, the Charterers
 shall have the rights set out in Appendix E, which shall be fully binding and
 enforceable on the Parties. Without prejudice to any other rights Charterers
 may have in accordance with Appendix E, the Owners confirm and warrant that
 prior to the Vessel’s delivery under Clause 7(b), the Vessel has successfully
 completed sea and gas trials. For the avoidance of doubt, this Clause 65 does
 not apply to vessels which were constructed prior to this Charter.

 





	
  

 	
  

 
	
 66.

 	
 *****

 
	
  

 	
  

 
	
 (a)

 	
 *****

 
	
  

 	
  

 
	
 (b)

 	
 *****

 
	
  

 	
  

 
	
 (c)

 	
 *****

 
	
  

 	
  

 
	
 (d)

 	
 *****

 
	
  

 	
  

 
	
 67.

 	
 Rights of Third Parties

 
	
  

 	
  

 
	
 No provision of this Charter shall, under the Contracts (Rights of
 Third Parties) Act 1999, confer any benefit on, nor be enforceable by, any
 person who is not a party to this Charter.

 


Page 55 of 81





Private and Confidential


	
  

 	
  

 
	
 68.

 	
 Consequential Losses

 
	
  

 	
  

 
	
 Without prejudice to any other provision of this Charter, neither
 Charterers nor Owners (or their Vessel) nor any of the affiliated companies
 or shareholders of either of them shall be liable (by reason of negligence,
 breach of contract or otherwise) for loss of business opportunity, earnings,
 income or profit whether directly or indirectly and whether by the parties
 hereto or others arising out of, or in any way connected to, the performance
 or non-performance of this Charter (“Consequential Loss”). For the avoidance
 of doubt, Consequential Loss within the meaning of this Clause shall not
 include any hire payable (or which would but for breach have been payable)
 under this Charter.

 
	
  

 
	
 69.

 	
 Health, Safety, Security, Environment
 Reporting Requirements

 
	
  

 	
  

 
	
 (a)

 	
 If requested by the Charterers and mutually agreed by both parties,
 Owners may participate in an emergency response exercise;

 
	
  

 	
  

 
	
 (b)

 	
 In the event of a fatality in connection with the charter of the
 Vessel, Owners are to notify Charterers immediately. For any incident, Owners
 shall notify Charterers as per the Charterers’ Instructions. Charterers may
 be invited to participate in any subsequent incident investigation;

 
	
  

 	
  

 
	
 (c)

 	
 Owners shall ensure a Behavioural Based Safety (BBS) system or
 equivalent and/or a near miss reporting system is implemented. Owners shall
 share the observations and lessons learned with the Charterers as they occur,
 but no less than on a monthly basis;

 
	
  

 	
  

 
	
 (d)

 	
 Owners shall submit to Charterers a monthly written report, within
 five (5) days of the end of each month that the Vessel is on hire, detailing
 all accidents/incidents and environmental reporting requirements, in
 accordance with the “HSSE Monthly Report” appended hereto as identified by
 the Owners’ reporting requirement detailed in the Charterers’ Instructions;

 
	
  

 	
  

 
	
 (e)

 	
 Owners shall maintain HSSE records sufficient to demonstrate
 compliance with the requirements of the SMS and provide Charterers the right
 to confirm compliance with HSSE requirements by audit of Owners, including
 but not limited to the right to audit and review Owners’ facilities, services
 and/or performance of its activities as mutually agreed by the Owners;

 
	
  

 	
  

 
	
 (f)

 	
 Owners shall document and report immediately to Charterers any
 incidents of environmental damage, any unforeseen activity or event which
 could have led to environmental damage, a spillage of oil on deck or to the
 water, release or venting of hydrocarbons, breaches or potential breaches of
 environmental regulations or complaint from local groups, organisations
 including enforcement agencies or individuals.

 





	
  

 	
  

 
	
 Appendix A:

 	
 List of Primary Terminals.

 
	
  

 	
  

 
	
 Appendix B:

 	
 Safety and Environmental Monthly Reporting Template, as attached,
 shall be incorporated herein.

 


Page 56 of 81





Private and Confidential


	
  

 	
  

 
	
 Appendix C:

 	
 Detailed Performance Criteria, as attached, shall be incorporated
 herein.

 
	
  

 	
  

 
	
 Appendix D:

 	
 Crew Experience Matrix

 
	
  

 	
  

 
	
 Appendix E:

 	
 Ship Construction Requirements

 
	
  

 	
  

 
	
 Appendix F:

 	
 BG Business Principles

 


Page 57 of 81






Private and Confidential


SIGNATURE PAGE 1 of 2


	
 

	
 

	
 


	
Agreed and signed by Owners

	
 

	
Agreed and signed by Owners


	
 

	
 

	
 


	


	
 

	



	




	
 

	





	
Name: J.
Jensen

	
 

	
Name: J.
Jensen


	
 

	
 

	
 


	
Title:
Chairman & Director

	
 

	
Title:
Chairman & Director


	
 

	
 

	
 


	
Company:
GAS-one Ltd

	
 

	
Company:
GAS-two Ltd


	
 

	
 

	
 


	
Date: 9 May
2011

	
 

	
Date: 9 May
2011


	
 

	
 

	
 


	
Agreed and signed by Owners

	
 

	
Agreed and signed by Owners


	
 

	
 

	
 


	


	
 

	



	




	
 

	





	
Name: J.
Jensen

	
 

	
Name: J.
Jensen


	
 

	
 

	
 


	
Title:
Chairman & Director

	
 

	
Title:
Chairman & Director


	
 

	
 

	
 


	
Company:
GAS-three Ltd

	
 

	
Company:
GAS-four Ltd


	
 

	
 

	
 


	
Date: 9 May
2011

	
 

	
Date: 9 May
2011


	
 

	
 

	
 


	
Agreed and signed by Owners

	
 

	
Agreed and signed by Owners


	
 

	
 

	
 


	


	
 

	



	




	
 

	





	
Name: J.
Jensen

	
 

	
Name: J.
Jensen


	
 

	
 

	
 


	
Title:
Chairman & Director

	
 

	
Title:
Chairman & Director


	
 

	
 

	
 


	
Company:
GAS-five Ltd

	
 

	
Company:
GAS-six Ltd


	
 

	
 

	
 


	
Date: 9 May
2011

	
 

	
Date: 9 May
2011





Page 58 of 81






Private and Confidential


SIGNATURE PAGE 2 of 2


	
 

	
 


	
Agreed and signed by Charterers 

	
 

	
 


	
	
 


	
 

	
 


	


	
 


	




	
 


	
Name: Martin
Houston

	
 


	
 

	
 


	
Title:
Attorney-in-Fact

	
 


	
 

	
 


	
Company:
Methane Services Limited

	
 


	
 

	
 


	
Date: 9 May
2011

	
 





Page 59 of 81






Private and Confidential


 APPENDIX A – List Of Primary Terminals

	
  

 	
  

 	
  

 	
  

 
	
 Project

 	
 Location

 	
 Country

 	
  

 
	
 North West Shelf LNG

 	
 Withnell Bay, Dampier

 	
 Australia

 	
  

 
	
 Darwin

 	
 Darwin

 	
 Australia

 	
  

 
	
 Gorgon LNG

 	
 Barrow Island

 	
 Australia

 	
 (*)

 
	
 Pluto LNG

 	
 Onslow

 	
 Australia

 	
 (*)

 
	
 Queensland Curtis LNG

 	
 Curtis
 Island

 	
 Australia

 	
 (*)

 
	
 Zeebrugge

 	
 Zeebrugge

 	
 Belgium

 	
  

 
	
 Damietta LNG

 	
 Damietta

 	
 Egypt

 	
  

 
	
 Egyptian LNG

 	
 Idku

 	
 Egypt

 	
  

 
	
 EG LNG

 	
 Punta
 Europa

 	
 Equatorial
 Guinea

 	
  

 
	
 Bontang LNG

 	
 Badak
 (1, 2, & 3)

 	
 Indonesia

 	
  

 
	
 Tangguh LNG

 	
 Tangguh

 	
 Indonesia

 	
  

 
	
 MLNG (Saut, Dua, Tiga)

 	
 Bintulu (1, 2)

 	
 Malaysia

 	
  

 
	
 Nigerian LNG

 	
 Bonny Island

 	
 Nigeria

 	
  

 
	
 Snohvit LNG

 	
 Hammerfest

 	
 Norway

 	
  

 
	
 Oman LNG

 	
 Qalhat

 	
 Oman

 	
  

 
	
 Peru LNG

 	
 Pampa Melchorita

 	
 Peru

 	
  

 
	
 Qatargas LNG

 	
 Ras Laffan

 	
 Qatar

 	
  

 
	
 RasGas LNG

 	
 Ras Laffan

 	
 Qatar

 	
  

 
	
 Sakhalin LNG

 	
 Prigorodnoye

 	
 Russia

 	
  

 
	
 Singapore

 	
 Singapore

 	
 Singapore

 	
 (*)

 
	
 Atlantic LNG

 	
 Point Fortin (1, 2)

 	
 Trindad

 	
  

 
	
 Adgas LNG

 	
 Das Island

 	
 UAE

 	
  

 
	
 Freeport LNG

 	
 Freeport

 	
 USA,
 Texas

 	
  

 
	
 Bala de Guanabara

 	
 Guanabara Bay

 	
 Brazil

 	
  

 
	
 Pecem

 	
 Port of Pecem

 	
 Brazil

 	
  

 
	
 Canaport

 	
 Canaport

 	
 Canada

 	
  

 
	
 Mejillones

 	
 Antofagasta

 	
 Chile

 	
  

 
	
 Quintero LNG

 	
 Quintero

 	
 Chile

 	
  

 
	
 Caofeidian (Tangshan)

 	
 Caofeidan

 	
 China

 	
 (*)

 
	
 Dalian LNG

 	
 Dalian

 	
 China

 	
 (*)

 
	
 Dapeng LNG (Guangdong)

 	
 Guangdong

 	
 China

 	
  

 
	
 Fujian

 	
 Fujian

 	
 China

 	
  

 
	
 Hainan LNG

 	
 Yangpu

 	
 China

 	
 (*)

 
	
 Qinhuangdao LNG

 	
 Qinhuangdao

 	
 China

 	
 (*)

 
	
 Rudong (Jiangsu)

 	
 Jiangsu

 	
 China

 	
 (*)

 
	
 Shandong LNG

 	
 Qingdao,
 Shandong

 	
 China

 	
 (*)

 
	
 Shanghai LNG

 	
 Shanghai

 	
 China

 	
 (*)

 


Page 60 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 Wuhaogou
 LNG

 	
 Yangshan

 	
 China

 	
  

 
	
 Yuedong

 	
 Guangdong

 	
 China

 	
 (*)

 
	
 Zhejiang

 	
 Zhejiang Ningbo

 	
 China

 	
 (*)

 
	
 Zhuhai
 LNG

 	
 Zhuhai

 	
 China

 	
 (*)

 
	
 Andres

 	
 Andres Caucedo

 	
 Dominican
 Republic

 	
  

 
	
 Montoir-de-Bretagne

 	
 Montoir

 	
 France

 	
  

 
	
 Revithoussa

 	
 Revithoussa

 	
 Greece

 	
  

 
	
 Dahej

 	
 Dahej

 	
 India

 	
  

 
	
 Hazira

 	
 Hazira

 	
 India

 	
  

 
	
 Chita
 (1, 2, & Midorihama)

 	
 Chita (1, 2, &
 Midorihama)

 	
 Japan

 	
  

 
	
 Higashi-Ohgishima

 	
 Ohgishima

 	
 Japan

 	
  

 
	
 Himeji

 	
 Himeji

 	
 Japan

 	
  

 
	
 Hitachi
 LNG

 	
 Hitachi

 	
 Japan

 	
 (*)

 
	
 Joetsu
 LNG

 	
 Joetsu

 	
 Japan

 	
 (*)

 
	
 Kawagoe

 	
 Kawagoe

 	
 Japan

 	
  

 
	
 Negishi

 	
 Negishi

 	
 Japan

 	
  

 
	
 Niigata

 	
 Niigata

 	
 Japan

 	
  

 
	
 Ohgishima

 	
 Ohgishima

 	
 Japan

 	
  

 
	
 Oita

 	
 Oita

 	
 Japan

 	
  

 
	
 Sakai
 LNG

 	
 Sakai

 	
 Japan

 	
  

 
	
 Senboku
 II

 	
 Senboku

 	
 Japan

 	
  

 
	
 Sodegaura

 	
 Sodegaura

 	
 Japan

 	
  

 
	
 Sodeshi

 	
 Shimizu,
 Sodeshi

 	
 Japan

 	
  

 
	
 Tobata

 	
 Tobata

 	
 Japan

 	
  

 
	
 Yokkaichi
 LNG Centre

 	
 Yokkaichi

 	
 Japan

 	
  

 
	
 Yokkaichi
 Works

 	
 Yokkaichi

 	
 Japan

 	
  

 
	
 Futtsu

 	
 Futtsu

 	
 Japan

 	
  

 
	
 Mina
 Al-Ahmadi GasPort

 	
 Mina
 Al-Ahmadi

 	
 Kuwait

 	
  

 
	
 Altamira

 	
 Altamira

 	
 Mexico

 	
  

 
	
 Costa Azul

 	
 Costa
 Azul

 	
 Mexico

 	
  

 
	
 GATE

 	
 Rotterdam

 	
 Netherlands

 	
 (*)

 
	
 Sines

 	
 Sines

 	
 Portugal

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Pyeongtaek

 	
 Pyongtaek

 	
 South Korea

 	
  

 
	
 Tongyeong

 	
 Tong Yeong

 	
 South Korea

 	
  

 
	
 Gwangyang

 	
 Gwangyang

 	
 South Korea

 	
  

 
	
 Incheon

 	
 Incheon

 	
 South Korea

 	
  

 
	
 Barcelona

 	
 Barcelona

 	
 Spain

 	
  

 
	
 Bilbao

 	
 Bilbao

 	
 Spain

 	
  

 
	
 Cartagena

 	
 Cartagena

 	
 Spain

 	
  

 


Page 61 of 81






Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 Huelva

 	
 Huelva

 	
 Spain

 	
  

 
	
 Reganosa

 	
 Reganosa, Mugardos

 	
 Spain

 	
  

 
	
 Sagunto

 	
 Sagunto

 	
 Spain

 	
  

 
	
 Taichung LNG

 	
 Taichung

 	
 Taiwan

 	
  

 
	
 Yung-An LNG

 	
 Yung-An

 	
 Taiwan

 	
  

 
	
 Map Ta Phut, Rayong

 	
 Map Ta Phut

 	
 Thailand

 	
 (*)

 
	
 Aliaga
 LNG

 	
 Izmir

 	
 Turkey

 	
  

 
	
 Marmara
 Ereglisi

 	
 Marmara Ereglisi

 	
 Turkey

 	
  

 
	
 Dragon
 LNG

 	
 Dragon, Milford Haven

 	
 UK

 	
  

 
	
 Isle of Grain

 	
 Isle of Grain

 	
 UK

 	
  

 
	
 Elba Island

 	
 Elba Island

 	
 USA

 	
  

 
	
 Lake Charles

 	
 Lake Charles, LA

 	
 USA

 	
  

 



At the date of
the Charter, the terminals marked with an asterisk have not been completed, consequently
Owners are not able to guarantee the compatibility. Charterers will reimburse
Owners for the reasonable cost Owners are charged by the Vessel’s technical
manager for ascertaining compatibility with these terminals. In the event,
following the date of this Charter, it transpires that the Vessel is not
compatible with any of the above non-completed Primary Terminals, then such
terminal(s) shall cease to be a Primary Terminal and shall be excluded from the
above list.


Certain ports
act as both load and discharge terminals — Vessel shall be compatible for both
activities.


Depending on
the specific gravity of the cargo loaded and the consumables on board, loading
restrictions on trading to and from certain terminals in the above list may
apply.


Owners and Charterers shall
work together to prioritize the order in which Owners shall complete necessary
work for compatibility approval. Both parties recognise that in certain cases
terminals will not confirm compatibility until such time as they have the vessel
scheduled for delivery.


Page 62 of 81






Private and Confidential


APPENDIX B – Monthly HSSE Report


The items below (1 through 6) are included in the
electronic monthly report which will be sent out to the Vessel as described in
the Charterers’ Instructions and voyage instructions, to be filled out on
board, and sent back to Charterers.


	
  

 	
  

 
	
 1.

 	
 Persons on board:

 
	
  

 	
 1.1 No. of officers

 
	
  

 	
 1.2 No. of ratings

 
	
  

 	
 1.3 No, of stewards

 
	
  

 	
 1.4 No, of cadet & supernumeraries

 
	
  

 	
  

 
	
 2.

 	
 Incidents details for the reporting
 month:

 
	
  

 	
 2.1 No. and details of LTI’s

 
	
  

 	
 2.2 No. and details of Restricted Work Day Cases

 
	
  

 	
 2.3 No. and details of Medical treatment eases

 
	
  

 	
 2.4 No. and details of First Aid Cases and Work
 Related in Illnesses

 
	
  

 	
 2.5 No. and details of Near Miss reports

 
	
  

 	
  

 
	
 3.

 	
 Quality Performance:

 
	
  

 	
 3.1 No. Port State Control Detentions

 
	
  

 	
 3.2 No of Port State Control Deficiencies

 
	
  

 	
 3.3 No. of non-conformities or observations from
 external inspections

 
	
  

 	
 3.4 No. of critical equipment work orders overdue

 
	
  

 	
 3.5 % PMS work orders overdue

 
	
  

 	
 3.6 No. of control loops on manual

 
	
  

 	
 3.7 No. of active safety system overrides

 
	
  

 	
  

 
	
 4.

 	
 Pollutions Management – General

 
	
  

 	
 4.1 Monthly cargo discharged

 
	
  

 	
 4.2 Monthly distance steamed

 
	
  

 	
 4.3 Oil spills

 
	
  

 	
 4.4 Refrigerant gas consumption / type / equipment

 
	
  

 	
  

 
	
 5.

 	
 Pollution Management - Fuel
 Consumption:

 
	
  

 	
 5.1 HFO Consumed/ Sulphur %/ Equipment

 
	
  

 	
 5.2 MDO consumed/ Sulphur %/ Equipment

 
	
  

 	
 5.3 MGO consumed/ Sulphur %/ Equipment

 
	
  

 	
  

 
	
 6.

 	
 Pollution Management - Waste
 Management: 

 
	
  

 	
 6.1 Estimated amount discharged at Sea (CAT 1-6)

 
	
  

 	
 6.2 Non- hazardous - Disposed to shore

 
	
  

 	
 6.3 Non- hazardous - Amount incinerated

 
	
  

 	
 6.4 Hazardous - Disposed to shore

 
	
  

 	
 6.5 Hazardous - Amount incinerated

 


Page 63 of 81






Private and Confidential


APPENDIX C – Detailed Performance Criteria


CONTENTS


	
  

 	
  

 	
  

 
	
 Article 1.

 	
  

 	
 Speed Warranties

 
	
  

 	
  

 	
  

 
	
 Article 2.

 	
  

 	
 Timeliness

 
	
  

 	
  

 	
  

 
	
 Article 3.

 	
  

 	
 Guaranteed Daily Fuel Consumption

 
	
  

 	
  

 	
  

 
	
 Article 4.

 	
  

 	
 Definitions for Fuel Consumption Calculations

 
	
  

 	
  

 	
  

 
	
 Article 5.

 	
  

 	
 Basis of Calculation for Fuel Consumption

 
	
  

 	
  

 	
  

 
	
 Article 6.

 	
  

 	
 Actual Fuel Consumption on a Voyage

 
	
  

 	
  

 	
  

 
	
 Article 7.

 	
  

 	
 Guaranteed Maximum Boil-Off

 
	
  

 	
  

 	
  

 
	
 Article 8.

 	
  

 	
 Boil-Off Calculations

 
	
  

 	
  

 	
  

 
	
 Article 9.

 	
  

 	
 Spray Cooling, Forced Vaporisation and use of
 Boil-Off

 
	
  

 	
  

 	
  

 
	
 Article 10.

 	
  

 	
 Provisions for Gauging

 
	
  

 	
  

 	
  

 
	
 Article 11.

 	
  

 	
 Underwater Cleaning / Waiting at Anchorage

 
	
  

 	
  

 	
  

 
	
 Article 12.

 	
  

 	
 Interpretation

 
	
  

 	
  

 	
  

 
	
 Article 13.

 	
  

 	
 Weather Limits for Performance Warranties

 
	
  

 	
  

 	
  

 
	
 Article 14

 	
  

 	
 Claim Validity Period

 






	
  

 	
  

 
	
 1.

 	
 Speed Warranties

 
	
  

 	
  

 
	
 (a)

 	
 Owners guarantee that the Vessel is capable of
 steaming and, subject to Article 1(b), shall steam at the Laden Service
 Speed or the Ballast Service Speed as set out in Clause 26(a) and (b) as
 applicable (the “Service Speed”).

 
	
  

 	
  

 
	
 (b)

 	
 Charterers may order the Vessel to steam at the
 Service Speed or at any lesser average speed but not less than the Minimum
 Speed as set out in Clause 26 (c) and not at a greater average speed,
 except with Owners’ consent, which shall not be unreasonably withheld. For
 the avoidance of doubt, it is agreed that Owners may decline orders to steam
 at any lesser average speed than the Minimum Speed or at any greater average
 speed than the Service Speed for operational reasons.

 




Page 64 of 81






Private and Confidential


	
  

 	
  

 	
  

 
	
 2.

 	
 Timeliness

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 Prior to each voyage Charterers may, subject to
 Article 1(b), instruct the Vessel to proceed so as to arrive at the
 pilot boarding station at each port at a given date and time (the “Scheduled
 Arrival Time” or “SAT”). Provided however:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 In the event that Charterers fail to provide a SAT
 to Owners the SAT shall be deemed to be the estimated arrival time of the
 Vessel assuming the Vessel steams at the Service Speed by the shortest safe
 route to the named port measured from pilot station to pilot station (a “Sea
 Passage”) (or the route specified by Charterers, if different) from the time
 Charterers instruct the Vessel to proceed.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 The SAT shall in any event not be earlier than the
 estimated arrival time calculated in accordance with Article 2(a)(i).

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Subject to Article 1(b), Charterers may amend the
 SAT from time to time during or prior to each voyage to accommodate changes
 in circumstances concerning the voyage (the “Amended SAT”).

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 The speed at which the Vessel needs to steam in
 order to meet the SAT or the Amended SAT or any permissible speed ordered by
 the Charterers shall be a “Guaranteed Speed”.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Charterers shall compare the actual time of arrival
 of the Vessel at the pilot station at each port with the SAT save that if the
 SAT was amended solely for reasons not attributable to any failure in
 performance by the Vessel, then such comparison shall be made with the
 Amended SAT.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 If the Vessel arrives at the pilot station at the
 arrival port not later than ***** hours after the SAT or Amended SAT, where
 applicable, the Vessel shall be deemed to have arrived “On Time”. If the
 Vessel arrives at the pilot station more than ***** hours after the SAT, or
 Amended SAT where applicable, the Vessel shall be deemed to have arrived
 “Late”.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Subject to Article 2(e) and (f), Charterers shall be
 entitled to make a deduction from hire in respect of any period by which the
 Vessel arrives Late.

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Notwithstanding the foregoing but subject to Article
 2(f), Charterers shall not be entitled to make any deduction from hire if the
 Vessel arrives Late to the extent that such late arrival is caused by one or
 more of the following during the voyage and is not indirectly or directly due
 to Owners’ negligence:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the incidence of bad weather, being any day in which
 the Vessel has to proceed in wind force in excess of Beaufort Force 5 for
 more than ***** hours noon to noon, or

 


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Private and Confidential


	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 poor visibility, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 congested waters, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 alterations in speed or course to avoid areas of bad
 weather, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 any period spent at a waiting area following
 arrival, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 the saving of life or (with Charterers’ consent)
 property, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 time lost waiting for or as a result of a canal
 transit, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 time taken for bunkering during a sea passage in
 accordance with Charterers’ instructions, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 time spent steaming at a reduced speed by mandatory
 order of regulatory bodies having jurisdiction over the Vessel, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 time spent steaming at reduced speed as a result of
 fouling caused by extraordinary delays in port beyond Owners’ control or as a
 result of lay-up or usage as storage vessel (if mutually agreed), or

 
	
  

 	
  

 	
  

 
	
  

 	
 (xi)

 	
 time lost for safe navigation and navigating
 restricted areas

 
	
  

 	
  

 	
  

 
	
  

 	
 (xii)

 	
 time lost in order to observe recommendations as to
 traffic separation and routing as issued by the International Maritime
 Organisation, or any state or agencies whose waters the Vessel may pass.

 
	
  

 	
  

 	
  

 
	
  

 	
 (Article
 2(e)(i)(ii)(iii)(iv)(v),(vi)(vii),(viii),(ix),(x),(xi) and (xii) being known
 as “Restricted Periods”), or

 
	
  

 	
  

 	
  

 
	
  

 	
 (xii)

 	
 any period when the Vessel is off-hire at sea on any
 individual voyage. The master shall record in his daily noon report the time
 lost in the previous 24 hours due to any of the matters referred to in this Article 2(e).

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 If the Vessel arrives Late the following calculation
 shall be made to assess the period in respect of which Charterers shall be
 entitled to deduct hire. The speed of the Vessel shall be calculated over the
 Sea Passage excluding all Restricted Periods (the “Achieved Speed”). If the
 Achieved Speed equals or exceeds the Guaranteed Speed Owners shall be deemed
 to have met the speed warranties. If the Achieved Speed is less than the
 Guaranteed Speed Charterers shall apply the Achieved Speed to the total Sea
 Passage and the time at which the Vessel would have arrived if steaming at
 the Achieved Speed shall be the Deemed Arrival Time. Charterers shall be
 entitled to deduct hire to the extent to which the Deemed Arrival Time
 exceeds the SAT by more than ***** hours.

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 The relationship between this Article 2 and
 Clause 22 shall be as follows:

 


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Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Periods of off-hire
 under Clause 22 shall be excluded for all purposes from calculations under
 this Article 2.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Article 2 shall apply
 to deal with lateness to which Clause 22 does not apply pursuant to Clause 22
 (b).

 






	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Guaranteed Daily Fuel Consumption

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 Owners guarantee that
 subject to the other provisions of Appendix C, the maximum daily fuel
 consumption of the Vessel for all purposes shall not exceed the quantities
 tabulated in Clause 26(e) and, where applicable shall be prorated
 between the speeds shown.

 
	
  

 	
  

 
	
 (b)

 	
 The average speed in
 knots on any Voyage (as defined in Article 4) shall be calculated by
 reference to the observed distance steamed and the duration of the Voyage,
 but excluding from the calculation of average speed the duration of all
 off-hire periods and distance covered in such periods and excluding the
 distance covered during any deviation which is not an off-hire period because
 the Vessel arrives On Time.

 
					






	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Definitions
 for Fuel Consumption

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 In this Appendix C:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 “EOP” means the time
 the Vessel records End of Passage on arrival after any voyage.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 “FAOP” means the time the Vessel proceeds Full Away
 On Passage from her departure point on a voyage.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 “fuel” refers collectively to its two components,
 fuel oil and Boil-Off; measured in tonnes

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 For the purpose of fuel
 consumption calculations a voyage shall, where applicable, be divided into
 separate segments (each a “Voyage”). A Voyage shall be deemed to have started
 either:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 at FAOP or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 immediately after an
 off-hire period, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 at the time the Vessel
 alters speed to comply with an amended SAT or otherwise pursuant to
 Charterers’ orders as the case may be.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 A Voyage shall be
 deemed to have ended either:

 


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Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 at EOP, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 immediately before an off-hire period, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 at the time the Vessel alters speed to comply with
 an amended SAT or otherwise pursuant to Charterers’ orders as the case may
 be.

 






	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Basis
 of Calculation for Fuel Consumption

 
	
  

 	
  

 
	
 (a)

 	
 For each Voyage the
 guaranteed fuel consumption shall be calculated by multiplying the maximum
 daily consumption as determined pursuant to Article 3 by the duration of the
 Voyage calculated on the assumption that the Vessel steamed at the Guaranteed
 Speed. In calculating both the guaranteed fuel consumption and the actual
 fuel consumption Restricted Periods pursuant to Article 2(e) shall be excluded.
 Subject as hereinafter provided, there shall be a saving of fuel for that
 Voyage equal to the amount by which the guaranteed fuel consumption exceeds
 the actual fuel consumption and an excess consumption for that Voyage equal
 to the amount by which the actual fuel consumption exceeds the guaranteed
 fuel consumption. Such saving or excess shall be adjusted to take into
 account the Restricted Periods by dividing such saving or excess by the
 number of miles over which the fuel consumption has been calculated and
 multiplying by the same number of miles plus the miles steamed during the
 Restricted Periods in order to establish the total saving or excess in fuel
 consumption for the Voyage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 If on any Voyage the
 Vessel has to steam faster than the Service Speed or slower than the Minimum
 Speed pursuant to Charterers’ orders, or in order to achieve the SAT
 (provided this is not attributable to any failure of performance by the
 Vessel), the Vessel shall be deemed to have complied with the fuel consumption
 guarantees for the duration of such Voyage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Owners’ warranties
 relating to speed and fuel consumption shall not apply to the period between
 the end of one Voyage and the start of the next Voyage as described in
 Article 4.

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 As soon as practicable
 after receipt of the necessary voyage returns, Charterers shall furnish
 Owners with their calculations determining fuel consumption on each Voyage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
 At the conclusion of
 the charter period or annually (whichever occurs first) (the “Performance
 Period”), the quantities of excess fuel used and the quantities of fuel saved
 on all voyages in the Performance Period shall each be added up. The total of
 fuel saved for the Performance Period shall then be subtracted from the total
 of excess fuel used for the Performance Period and if the balance is positive
 Charterers shall deduct from hire due under Clause 11 an amount calculated by
 multiplying the net excess quantity of fuel consumed for the Performance
 Period by the weighted average price paid by the Charterers for fuel oil for
 the Vessel over the Performance Period in question. If the balance is zero or
 negative, Owners shall be deemed to have complied with their Fuel consumption
 obligations for the Performance Period.

 


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Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Actual
 Fuel Consumption on a Voyage

 
	
  

 	
  

 
	
 (a)

 	
 The actual fuel
 consumption on a Voyage shall, subject to Article 6(b), be the sum of,

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 the fuel oil consumed
 during the Voyage (expressed in tonnes) and excluding any fuel oil used in
 any off-hire period on that voyage; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the fuel equivalent of
 the total volume of cargo lost as Boil-Off during the Voyage (expressed in
 tonnes of Fuel Oil Equivalent) excluding any Boil-Off in any off-hire period
 on that voyage and excluding any Boil-Off in excess of guaranteed maximum
 Boil-Off under the provisions of Article 8, except the excess that is a
 result of Charterers’ orders as per Article 7(b).

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 For the purpose of this
 Article 6 the Fuel Oil Equivalent of the LNG lost as Boil-Off which is
 available as fuel during the voyage shall be assumed to be the total
 volumetric loss of the cargo, measured in cubic meters, as determined from
 the difference between gaugings at the loading and discharging ports (in
 accordance with Article 9), pro rated for the difference between the on
 hire voyage and gauging times and multiplied by the Fuel Oil Equivalent
 factor set out in Clause 26(f).

 
	
  

 	
  

 
	
 7.

 	
 Guaranteed
 Maximum Boil-Off

 
	
  

 	
  

 
	
 (a)

 	
 Owners guarantee that
 Boil-Off shall not exceed:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 the maximum laden Boil-Off percentage stated in
 Clause 26(g); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the maximum ballast
 Boil-Off percentage stated in Clause 26(h).

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 If Charterers give
 orders that require the temperature or vapour pressure of a cargo to fall
 during a laden sea passage and that order is complied with, the Boil-Off
 guarantee shall be deemed to have been complied with on that sea passage.

 
	
  

 	
  

 
	
 8.

 	
 Boll-Off
 Calculations

 
	
  

 	
  

 
	
 (a)

 	
 The Boil-Off excess or
 saving on any sea passage shall be calculated by comparing the guaranteed
 Boil-Off for the sea passage (i.e. the daily guaranteed maximum Boil-Off
 multiplied by the time between gaugings) with the actual Boil-Off.

 
	
  

 	
  

 
	
 (b)

 	
 The actual amount of
 Boil-Off on a sea passage shall be calculated by subtracting the volume of
 LNG contained in the Vessel’s tanks at gauging after the sea passage from the
 volume therein at gauging before the sea passage.

 
	
  

 	
  

 
	
 (c)

 	
 If the Vessel was
 off-hire during any sea passage the excess or saving shall be pro rated in
 the same proportion as the time on hire is to the total time between
 gaugings.

 


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Private and Confidential


	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 At the conclusion of
 the charter period or annually (whichever occurs first) (the Performance
 Period”), the quantities of excess Boil-Off and the quantities of Boil-Off
 saved on all trips in the Performance Period shall each be added up. The
 total Boil-Off saved for any such period shall then be subtracted from the
 total excess Boil-Off in the same period and if the balance is positive
 Charterers may deduct from hire due under Clause 11 an amount calculated by
 multiplying the said balance by the LNG Price or, if more than one LNG Price
 is applicable during the Performance Period, the arithmetical average of such
 LNG Prices. If the balance is zero or negative, then Owners shall be deemed
 to have complied with this Clause for the Performance Period.

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 Spray
 Cooling, Forced Vaporisation and use of Boil-Off

 
	
  

 	
  

 
	
 (a)

 	
 If on any sea passage, Charterers order the Vessel
 to force vaporise LNG to eliminate or minimise the use of bunkers and the
 order is complied with, the Boil-Off guarantee shall be deemed to have been
 complied with on that sea passage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 The master shall notify Charterers if he/she is of
 the opinion that the Vessel will not, on arrival at the loading port, be able
 to commence bulk loading within half an hour after cooling of the loading
 arms without spray cooling on the ballast sea passage.

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Without prejudice to any of Owners’ or Charterers’
 obligations under this Article 9; if Owners intend to order spray cooling at
 any time during the charter period, Owners agree, if requested by Charterers,
 to discuss the reasons and technical basis for spray cooling.

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 Subject to the provisions of this Charter, Owners
 shall have free use of Boil-Off. Owners shall exercise due diligence to
 minimise the use of the GCU during the normal operation of the vessel. At no
 time during the charter period, (except for safety reasons) shall the Vessel
 use the vent system as a primary means of controlling the cargo tank
 pressures. Any such safety related venting, or venting caused by any other
 reason, shall immediately be reported to Charterers (as required in Appendix
 B) with full explanation as to why venting was required and duration and quantity
 of venting.

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
 Each of the Vessel’s four diesel generators is to be
 equipped with a dual system to burn either Boil-Off gas from the LNG carried
 (together with a diesel pilot oil) or, diesel oil alone or heavy fuel oil
 (together with a diesel pilot oil) as independent of the other engines as the
 Vessel’s design allows. The Vessel shall, at Charterers’ option, use the
 available Boil-Off gas, or fuel, or complement the boil-off gas being used as
 fuel by forced vaporised natural gas or by fuel oil, within such limits as
 may be imposed by Charterers and, in any event, by safety regulations and the
 safety of the Vessel.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 Provisions for Gauging

 
	
  

 	
  

 
	
 (a)

 	
 The time at which any
 volume of LNG is determined is referred to in this Charter as a gauging time.

 



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Private and Confidential


	
  

 	
  

 	
  

 
	
 (b)

 	
 In relation to any laden sea passage the cargo volume on loading at
 the start of the laden sea passage shall be the volume of LNG contained in
 the Vessel’s cargo tanks measured promptly after the closing of the Vessel’s
 manifold vapour return valve in the loading port and on discharge at the end
 of the laden sea passage shall be the volume of LNG contained in the Vessel’s
 cargo tanks measured promptly before the opening of the Vessel’s manifold
 vapour return valve in the discharge port.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 In relation to any ballast sea passage the LNG heel volume after
 discharge (i.e. at the start of the ballast sea passage) shall be the volume
 of LNG contained in the Vessel’s cargo tanks measured promptly after the
 closing of the manifold vapour return valve in the discharge port and the LNG
 heel volume on loading (i.e. at the end of the ballast sea passage) shall be
 the volume of LNG contained in the Vessel’s cargo tanks measured promptly
 before the opening of the Vessel’s manifold vapour return valve in the
 loading port.

 
	
  

 	
  

 	
  

 
	
 11.

 	
 Underwater Cleaning / Waiting at Anchorage

 
	
  

 	
  

 
	
 (a)

 	
 Charterers may request Owners at any time to arrange for the cleaning
 afloat of the Vessel’s underwater hull and propeller whereupon Owners shall
 arrange for the said cleaning to take place provided that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Vessel
 is free of cargo but may be under vapour if permitted by the port authority
 and;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 in Owners’ opinion such cleaning will not damage in any way the
 Vessel’s underwater hull coatings and the cleaning method is approved by the
 coating manufacturer, and;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 such cleaning afloat can be carried out safely at a place approved by
 Owners and where the water is sufficiently clear for an underwater survey to
 be made of cleanliness of the Vessel’s hull and propeller immediately
 thereafter. The Vessel shall be considered clean when the hull is
 substantially free from macroscopic and microscopic biofouling.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Charterers may request Owners to perform underwater cleaning to be carried
 out when the vessel is fully loaded to enable access to entire underwater
 area. Owners and Charterers shall agree whether this procedure can be safely
 carried out.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 The cost of such underwater hull and propeller cleaning and
 underwater survey referred to in Article 11 (a) shall be for Charterers’
 account and the Vessel shall remain on hire for their duration. If the
 underwater survey shows that both the Vessel’s underwater hull and propeller
 are substantially free from macroscopic and microscopic biofouling, a
 successful cleaning shall be deemed to have occurred.

 


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Private and Confidential


	
  

 	
  

 
	
 (c)

 	
 If Charterers order the Vessel to wait at anchorage or in lay up for
 more than 20 days on any one occasion or more than 60 days comprising periods
 of not less than 5 days each in any period of 6 months, and, if as a result
 of such waiting or lay up Owners have good reason to believe that the
 performance of the Vessel or her fuel consumption is affected and speed
 and/or fuel warranties can no longer be met because of fouling then Owners
 shall so state by written notice to Charterers and if Charterers request,
 shall carry out an underwater inspection at Charterers’ expense to see if
 there is fouling of the hull and/or propeller.

 
	
  

 	
  

 
	
  

 	
 To prevent hull fouling from marine growth during charter period,
 wherever practically possible, Charterers are required to steam the Vessel
 for a period of 24 hours, every 7 days after anchoring, at a speed between 14
 and 15 knots.

 
	
  

 	
  

 
	
 (d)

 	
 If as a result of the aforesaid inspection, Owners consider that
 there is evidence of such fouling then if Charterers so request, Owners shall
 arrange and carry out cleaning afloat of the Vessel’s underwater hull and
 propeller provided that the provisions of Article 11(a)(i), (ii) and (iii)
 apply.

 
	
  

 	
  

 
	
 (e)

 	
 The cost of such underwater hull and propeller cleaning and
 underwater survey referred to in Article 11 (d) shall be for Charterers’
 account and the Vessel shall remain on hire for their duration. If the
 underwater survey shows that both the Vessel’s underwater hull and propeller
 are substantially free from macroscopic and microscopic biofouling, a
 successful cleaning shall be deemed to have occurred.

 
	
  

 	
  

 
	
 (f)

 	
 If any inspection pursuant to Article 11 (c) reveals the presence of
 hull or propeller fouling, or if Charterers decline to request an inspection
 following receipt of a notice from Owners under Article 11 (c), then from the
 time Owners give written notice that performance is affected by fouling,
 Owners shall be deemed to have complied with the speed and fuel warranties
 until the completion of the next periodic dry-docking or successful cleaning,
 whichever occurs sooner.

 
	
  

 	
  

 
	
 12.

 	
 Interpretation

 
	
  

 	
  

 
	
 (a)

 	
 In this
 Appendix C, “Article” shall mean an Article of this Appendix, and “Clause”
 shall mean a Clause of the Charter.

 
	
  

 	
  

 
	
 (b)

 	
 In the event
 of any conflict between the Charter and Appendix C, Appendix C shall prevail.

 
	
  

 	
  

 
	
 13.

 	
 Weather Limits for Performance Warranties

 


Speed, boil-off and fuel consumption warranties defined in this
Appendix are not valid under weather conditions in which the Vessel has to
proceed in wind force in excess of Beaufort Force 5 for more than ***** hours
noon to noon. 


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Private and Confidential


For the purposes of calculating claims, the Wind Force reported in the
Master’s noon report shall be used. Charterers may employ the services of a
reputable weather reporting company at their own cost. 


In the event of a consistent discrepancy between deck logs and weather
reporting company’s reports, Owners and Charterers shall meet in good faith to
agree which numbers shall be used. 


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Private and Confidential


APPENDIX D – Crew Experience Matrix


BG Group — Experience Requirements for LNG Vessels on Time
Charter


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Navigation Officer Sea
 Experience

 
	

 


 
	
  

 	
  

 	
 Combined

 	
  

 	
 Individual

 
	
  

 	
  

 	

 


 	
  

 	


 
	
 Master

 	
  

 	
 12
 Years

 	
  

 	
 4 Years

 
	
 Chief Officer

 	
  

 	
  

 	
 2 Years

 
	
 Second Officer

 	
  

 	
  

 	
 1 Year

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LNG Specific Experience

 
	

 


 
	
  

 	
  

 	
 Combined

 	
  

 	
 Individual

 
	
  

 	
  

 	

 


 	
  

 	


 
	
 Master

 	
  

 	
 4
 Years

 	
  

 	
 Min 30 day as observer + 4
 years experience with another Dangerous Cargo Endorsement or 2 yrs LNG
 experience

 
	
 Chief Officer

 	
  

 	
  

 	
 At least 1 year

 
	
 Gas Engineer

 	
  

 	
  

 	
 At least 1 year

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Engineering Officer Sea
 Experience – Any type of Tank Vessel

 
	

 


 
	
  

 	
  

 	
 Combined

 	
  

 	
 Individual

 
	
  

 	
  

 	

 


 	
  

 	


 
	
 Chief Engineer

 	
  

 	
 14
 Years

 	
  

 	
 4 Years

 
	
 2nd Engineer

 	
  

 	
  

 	
 2 Years

 
	
 Gas Engineer

 	
  

 	
  

 	
 2 Year

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Engineering Officer
 Steam LNG Vessel Experience

 
	

 


 
	
  

 	
  

 	
 Combined

 	
  

 	
 Individual

 
	
  

 	
  

 	

 


 	
  

 	


 
	
 Chief Engineer

 	
  

 	
 4
 Years

 	
  

 	
 Min 30 day as observer + 4
 years diesel experience or 2 years steam experience

 
	
 2nd Engineer

 	
  

 	
  

 	
 Min 30 day observer + 2
 years diesel experience or 1 year steam experience

 
	
 3rd Engineer

 	
  

 	
  

 	
 1 year combined between 3rd
 Engineers (inclusive or cadet service)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Engineering Officer
 DFDE LNG Vessel Experience

 
	

 


 
	
  

 	
  

 	
 Combined

 	
  

 	
 Individual

 
	
  

 	
  

 	

 


 	
  

 	


 
	
 Chief Engineer

 	
  

 	
 4
 Years or Completion of DFDE Equipment Training Matrix

 	
  

 	
 Min 2 years DFDE Experience
 OR Min 30 day as observer + 2 years steam LNG experience + completion of
 training matrix

 
	
 2nd Engineer

 	
  

 	
  

 	
 Min 1 year DFDE Experience
 OR Min 30 day as observer + 2 years steam LNG experience + completion of
 training matrix

 
	
 3rd Engineer

 	
  

 	
  

 	
 Min 6 months combined DFDE
 experience between 3rd Engineers (inclusive or cadet service) OR 1
 year diesel experience + completion of training matrix

 



All time noted is Sea Time or
time on board.


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Private and Confidential


Global Shipping – LNG
Minimum Safe Manning/Training/Officer Experience Matrix


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DECK OFFICERS

 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Rating

 	
  

 	
 Master

 	
  

 	
 Chief
 Officer

 	
  

 	
 Second
 Officer

 	
  

 	
 Third
 Officer

 	
  

 	
 Third
 Officer

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Work
 Hours

 	
  

 	
 Dayworker

 	
  

 	
 Dayworker

 	
  

 	
 Watch
 Stander

 	
  

 	
 Watch
 Stander

 	
  

 	
 Watch
 Stander

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 STCW
 Certificate of Competency

 	
  

 	
 Class
 1

 	
  

 	
 Class
 2

 	
  

 	
 Class
 3

 	
  

 	
 Class
 3

 	
  

 	
 Class
 3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GMDSS

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tank
 Certification

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 G = Gas, O = Oil

 
	
 STCW
 V para 1 or 2 for current cargo

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
 1

 	
  

 	
 1

 	
  

 	
 1

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1 = Operational

 2 = Management

 
	
 Years
 with operator

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Required
 Sea Service on LNG tanker

 	
  

 	
 3

 	
  

 	
 3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Training
 as per agreed
BGI ceres
LNG Training Matrix

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ENGINEERING OFFICERS

 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Rating

 	
  

 	
 Chief
 Engineer

 	
  

 	
 3rd
 Engineer

 	
  

 	
 Cargo
 Engineer

 	
  

 	
 3rd
 Engineer

 	
  

 	
 3rd
 Engineer

 	
  

 	
 Electronic

 	
  

 	
 Electrical

 	
  

 	
  

 
	
 Work
 Hours

 	
  

 	
 Dayworker

 	
  

 	
 DayWatch

 	
  

 	
 Dayworker

 	
  

 	
 DayWatch

 	
  

 	
 DayWatch

 	
  

 	
 Dayworker

 	
  

 	
 Dayworker

 	
  

 	
  

 
	
 STCW
 Certificate of Competency

 	
  

 	
 Class
 1

 	
  

 	
 Class
 2

 	
  

 	
 Class
 3

 	
  

 	
 Class
 3

 	
  

 	
 Class
 3

 	
  

 	
 Electro-Technical

 	
  

 	
 Electro-Technical

 	
  

 	
  

 
	
 Tanker
 certification

 	
  

 	
 G
 – O

 	
  

 	
 G
 – O

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G

 	
  

 	
 G = Gas, O = Oil

 
	
 STCW
 V para 1 or 2 for current cargo

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
 1

 	
  

 	
 1

 	
  

 	
 1

 	
  

 	
 1

 	
  

 	
 1 = Operational

 2 = Management

 
	
 Years
 with operator

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
 2

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Required
 Sea Service on LNG tanker

 	
  

 	
 3

 	
  

 	
 3

 	
  

 	
 3

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Training
 as per agreed
BGI ceres
LNG Training Matrix

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
 Y

 	
  

 	
  

 






	
  

 
	
 Note: A training program
 shall be established and documented for junior officers to allow them to meet
 the qualification of the PIC of the Cargo Transfer Watch during periods of
 steady state operation to allow the Chief Officer and Cargo Engineer to take
 rest periods if required to meet work hour restrictions. This program shall
 include some mechanism for competency assessment either on a cargo simulator
 or under supervised conditions during an actual cargo transfer onboard the
 vessel.

 


Page 75 of 81






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APPENDIX E – Ship Construction Requirements


During construction of the following vessels ***** respective Owners
shall ensure compliance with the agreed contracted HSSE requirements for
shipbuilding, as defined by the Owners in the shipbuilding contract and
developed in the Owners site project HSSE plan.


Owners shall ensure that copies of all relevant correspondence,
documentation and drawings between the yard and Classification Society, GTT and
key vendors shall be available to Charterers so that Charterers can ensure that
Charterer’s requirements are met. Charterers shall have the right, but not the
obligation, to have access to all of the above vendors through Owners.


The Vessel shall be built in accordance with a mutually agreed technical
specification for the 154,800m3 DFDE LNG Tanker. All modifications
against the agreed technical specification, that affect the operational
performance of the Vessel as defined and described in the Charter, shall be
approved by Charterers.


Owners shall ensure compliance with applicable Charterers technical
standards, Modifications or dispensations against these standards shall be
approved by Chatterers.


Owners shall provide formalised monthly construction reporting
requirements which shall include a summary of construction progress, staff
movements, HSSE performance, non-conformities, design issues, change orders,
test and trial failures and root cause investigations and conclusions related
to such failures.


Charterers shall have the right, but not the obligation, to participate
in or attend all inspections, Factory Acceptance Tests and any trials to the
point of delivery of the vessel as defined in the charter party. This shall
include the right for full attendance and witness of Sea Trials, Cold Trials,
Gas Trials and SBTT. The Owners shall reserve accommodation space on-board for
two persons from BG during sea and gas trials. All costs for Charterers’
representatives shall be borne by Charterers.


Owners shall provide space in the site office, together with internet
access, for up to three Charterers personnel, who may attend the construction
of the vessel. All costs for Charterers’ representatives shall be borne by
Charterers.


Charterers site representative have the right to stop work, by
notifying the Owners site team representatives who will advise the yard, if
they view an unsafe activity that is not in compliance with the agreed HSSE
standards. Work shall only resume when the required safety standards have been
met.


Charterers have the right, but not the obligation, to attend all
technical clarification meetings between Owners and SHI or between Owners and
key vendors. Charterers shall be provided, on request, with copies of ‘Minutes
of Meeting’ for all such meetings.


Owners agree to share all lessons learned and best practices with
Charterers on the design, construction, operation and maintenance of these
vessels throughout the charter period.


Page 76 of 81






Private and Confidential


For the avoidance of doubt, this Appendix E shall not apply to the
following vessels — GasLog Singapore and GasLog Savannah.


Page 77 of 81






Private and Confidential


APPENDIX F – BG Group Business Principles  


The BG Group Business Principles are set out below.


	
  

 	
  

 
	
 Conduct

 
	
 •

 	
 We act with
 integrity, fairness and transparency.

 
	
 •

 	
 We comply
 with legal, regulatory and license requirements.

 
	
 •

 	
 We do not
 tolerate corruption in any form, whether direct or indirect.

 
	
 •

 	
 Our
 investment criteria take account of economic returns, environmental impacts,
 social consequences and human rights.

 
	
 •

 	
 High
 standards of corporate governance are integral to the way we manage our
 business.

 






	
  

 	
  

 
	
 People

 
	
 •

 	
 We treat
 people with fairness, respect and decency.

 
	
 •

 	
 We help
 employees to develop their potential.

 
	
 •

 	
 We believe
 that all injuries are preventable.

 
	
 •

 	
 We provide
 healthy, safe and secure work environments.

 





	
  

 	
  

 
	
 Society

 
	
 •

 	
 We work to
 ensure that neighboring communities benefit from our presence on an enduring
 basis.

 
	
 •

 	
 We listen to
 neighboring communities and take account of their interests.

 
	
 •

 	
 We support
 human rights within our areas of influence.

 





	
  

 	
  

 
	
 Environment

 
	
 •

 	
 We make a
 positive contribution to the protection of the environment.

 
	
 •

 	
 We go beyond
 compliance with local environmental regulation to meet internationally
 accepted best practice.

 
	
 •

 	
 We reduce to
 the minimum practicable any adverse effects of our operations on the
 environment.

 



For further
information on BG Group’s Business Principles and how to implement BG Group’s
Business Principles refer to ‘Principles into Practice at


http://www.bg-group.com/sustainability/Principles/Pages/BusinessPrinciples.aspx


Any breach or potential breach
of BG Group’s Business Principles should be reported through BG Group’s Speak
Up facility via the confidential website www.bg-speakup.com or confidential
telephone line 1-866-482-5517.


Page 78 of 81






Private and Confidential


BUSINESS PRINCIPLES RISK ASSESSMENT AND REPORTING


For the purposes of this Clause “Material Risks” means any potential
events or actions in connection with the performance of the Services/Work under
the Charter that may compromise the Charterers’ ability to operate in
accordance with BG Group’s Business Principles. Table 1 below provides
examples to assist in assessing Material Risks and materiality thresholds.


Prior to commencement of the Charter; Owners, if requested, shall
participate in a joint risk assessment meeting to analyse Material Risks and
identify and allocate actions to mitigate such risks.


Owners shall maintain a ‘Risk Register’ (in addition to any required by
the HSSE provisions in the Charter). This ‘Risk Register’ shall:


	
  

 	
  

 
	
 (c)

 	
 identify
 Material Risks, and any actions to mitigate those Material Risks, that are
 the Owners’ responsibility, resulting from the risk assessment meetings; and

 
	
 (d)

 	
 monitor and
 document the implementation of Owners’ actions to mitigate Material Risks

 



The Parties shall also periodically conduct joint risk assessment
meetings to assess any additional Material Risks and mitigating steps as the
Charter progresses. Owners’ Risk Register shall be updated to reflect the
outcome of such meetings.


Table
1 – Examples of Thresholds for Determining Material Risk


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Impact
 Score

 	
  

 	
 1

 	
  

 	
 2

 	
  

 	
 3

 	
  

 	
 4

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Descriptor

 	
  

 	
 Insignificant

 	
  

 	
 Less
 significant

 	
  

 	
 Significant

 	
  

 	
 Very
 Significant

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Reputation

 	
  

 	
 No
 adverse publicity likely

 	
  

 	
 Adverse
 coverage for BG Group/asset at local level

 	
  

 	
 Adverse
 coverage for BG Group/asset or subsidiaries at national and/or industry level

 	
  

 	
 Adverse
 coverage for BG Group/asset or partners at international level

 
	
  

 
	
 Legal

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Failure
 to comply with legal, regulatory or license requirements

 
	
  

 
	
 Health

 	
  

 	
 Minor
 transient health issue

 	
  

 	
 Medical
 treatment

 	
  

 	
 Widespread
 debilitating illnesses or diseases (i.e. Malaria) / fatality caused by
 occupational illness

 	
  

 	
 Loss
 of lives, fatalities caused by occupational illness

 
	
  

 
	
 Safety

 	
  

 	
 Minor
 / No Injury to workers or the public caused by work-related activity

 	
  

 	
 Reportable
 injury to workers caused by work-related activity

 	
  

 	
 Fatality
 / Major Injury to workers or the public caused by work-related activity

 	
  

 	
 Multiple
 Fatalities to workers or the public caused by work-related activity

 
	
  

 
	
 Security

 	
  

 	
 Minor/No
 intimidation or threats to security

 	
  

 	
 Burglary
 / Robbery / Assault

 	
  

 	
 Fatality
 / Security incidents involving firearms / Threats to life

 	
  

 	
 Multiple fatalities / Direct terrorist attack

 
	
  

 
	
 Environmental Impact

 	
  

 	
 Slight
 or negligible effect / Oil spill < 1 barrel

 	
  

 	
 Minor
 effect / Single breach of prescribed limits / Public complaint / Oil spill
 < 1 tonne

 	
  

 	
 Local
 effect / Significant damage / Repeated breach of statutory or prescribed
 limits / Oil spill 1-100 tonnes

 	
  

 	
 persistent
 damage / Severe nuisance over large area / Constant or extended breach of
 statutory or prescribed limits / Oil spill >100 tonnes

 


Page 79 of 81






Private and Confidential


	
  
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Likelihood Score
	 
	1
	 
	2
	 
	3
	 
	4

	
    	 
	
    	 
	
    	 
	
    	 
	
    
	Descriptor
	 
	Unlikely
	 
	Possible
	 
	Probable
	 
	Almost certain

	
    	 
	
    	 
	
    	 
	
    	 
	
    
	Percentage
	 
	<5%
	 
	5-49% (~30%)
	 
	50-90% (~70%)
	 
	>90%


  




	 	 
	 
	 
	 
	 
	 
	 
	 
	 
	 	 	 
	 	Likelihood
	 
	Impact
	 
	 
	 
	 
	 
	 
	 	 	 
	 	 
	 
	
    	 	 	 
	 	 
	 
	1
	 
	2
	 
	3
	 
	4
	 	 	 
	 	 
	 
	
    	 
	
    	 
	
    	 
	
    	 	 	 
	 	1
	 
	 
	 
	 
	 
	 
	 
	 
	 	Materiality
	 
	 	2
	 
	 
	 
	 
	 
	 
	 
	 
	 	 	 
	 	3
	 
	 
	 
	 
	 
	 
	 
	 
	 	 	 
	 	4
	 
	 
	 
	 
	 
	 
	 
	 
	 	 	 


INCIDENTS


In this Section “Incident” means an event or action in connection with
the performance under this Charter by the Owners, their representatives or
subcontractors that compromises or has the potential to compromise the
Charterers’ ability to operate in accordance with BG Group’s Business
Principles.


Owners’ obligations in this Section are subject only to any legal
obligations restricting the disclosure of information or any information that
is agreed between the Parties to be subject to legal professional privilege.


Within a reasonable time1 of Owners’ actual knowledge of an Incident occurring, Owners shall document and
report it to the Charterers. Subject to any obligations on the Charterers to
disclose information, the Charterers shall treat Incident reports as
confidential. 


Where the Charterers has reasonable grounds for believing that an Incident,


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 is at risk
 of occurring; or

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 has
 occurred; or

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 is reported to the Charterers by Owners, its representatives or
 subcontractor or by a third-party (e.g. through Owners’ ‘whistle blower’ or
 grievance facility, or the Speak-Up facility or risk assessment meetings);

 


the Charterers are entitled to enquire of relevant documents and
personnel of the Owners in order to provide assurance that the Incident, or
potential Incident, is being effectively managed. Owners shall cooperate with
and respond to Charterers enquiries promptly.


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1 For illustration: within seven days, or if not in the public domain
and Owners undertake an internal enquiry within six weeks. 

 



Page 80 of 81






Private and Confidential


Enquiries shall be conducted in a spirit of collaboration between the
parties, initially through a meeting and subsequently, if required, through
self-assessment questionnaires, visits by the Charterers or its representatives
to relevant sites and facilities, or through other appropriate means discussed
by the Parties.


INFORMING SUB-CONTRACTORS


Prior to commencement of the Charter, Owners shall ensure that all
representatives and subcontractors are made aware of BG Group’s Business
Principles and the BG Group Speak-Up facility.


AUDITING COMPLIANCE WITH PROVISIONS


In addition to any entitlement to audit under this Charter, the
Charterers reserve the right at all times to audit, by itself or by a
third-party, Owners’ compliance with the provisions of the Business Principles
Clause and this Exhibit.


GIFTS AND HOSPITALITY REGISTRATION


Regarding Gifts and Hospitality given by Owners to Charterers, Owners
agree to comply with Annex 1 below.


Annex 1 - Gifts and Hospitality Registration/Approval Values


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Single
 gifts/hospitality events

 greater than this value must be

 registered

 	
  

 	
 Single
 gifts/hospitality greater

 than this value must be pre-

 approved

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Column A

 	
  

 	
 Column B

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Position

 	
  

 	
 Gifts

 	
  

 	
 Hospitality

 	
  

 	
 Gifts

 	
  

 	
 Hospitality

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Senior
 Vice President,

 Asset General Manager 

 and Head Function

 	
  

 	
 $

 	
 85

 	
  

 	
 $

 	
 425

 	
  

 	
 $

 	
 425

 	
  

 	
 $

 	
 850

 	
  

 
	
 All other employees

 	
  

 	
 $

 	
 45

 	
  

 	
 $

 	
 170

 	
  

 	
 $

 	
 85

 	
  

 	
 $

 	
 425

 	
  

 


Page 81 of 81