Exhibit 10.10 


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 1947


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-four Ltd.


AS “Buyer”


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


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TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
 PREAMBLE

 	
  

 	
 4

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

 	
  

 	
 5

 
	
 ARTICLE II GENERAL
 REQUIREMENTS

 	
  

 	
 11

 
	
 ARTICLE III DIMENSIONS,
 DEADWEIGHT, SPEED, FUEL CONSUMPTION

 	
  

 	
 14

 
	
 ARTICLE IV CLASS AND
 REGULATIONS

 	
  

 	
 16

 
	
 ARTICLE V DELIVERY

 	
  

 	
 18

 
	
 ARTICLE VI DISCHARGE OF
 LIENS

 	
  

 	
 24

 
	
 ARTICLE VII PRICE, PAYMENT,
 REFUND, CURRENCY AND PAYMENTS

 	
  

 	
 25

 
	
 ARTICLE VIII ADJUSTMENTS TO
 CONTRACT PRICE

 	
  

 	
 31

 
	
 ARTICLE IX DEFAULT IN
 PAYMENT

 	
  

 	
 35

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

 	
  

 	
 36

 
	
 ARTICLE XI BANK GUARANTEE

 	
  

 	
 37

 
	
 ARTICLE XII BUYER-FURNISHED
 EQUIPMENT

 	
  

 	
 38

 
	
 ARTICLE XIII INSURANCE

 	
  

 	
 40

 
	
 ARTICLE XIV BUILDER’S
 GUARANTEE

 	
  

 	
 44

 
	
 ARTICLE XV ALTERATIONS AND
 APPROVALS

 	
  

 	
 49

 
	
 ARTICLE XVI INSPECTION

 	
  

 	
 52

 
	
 ARTICLE XVII TRIALS

 	
  

 	
 56

 
	
 ARTICLE XVIII INDEPENDENT
 CONTRACTOR; SUBCONTRACTING

 	
  

 	
 59

 
	
 ARTICLE XIX TAXES AND
 DUTIES

 	
  

 	
 60

 
	
 ARTICLE XX GOVERNMENTAL
 APPROVALS AND LICENSES

 	
  

 	
 61

 
	
 ARTICLE XXI LAWS AND
 PERMITS; CONFLICTS

 	
  

 	
 62

 
	
 ARTICLE XXII INTELLECTUAL
 PROPERTY AND CONFIDENTIALITY

 	
  

 	
 64

 
	
 ARTICLE XXIII CONTRACTUAL
 RESPONSIBILITIES AND PROCEDURES; AUDIT RIGHTS

 	
  

 	
 66

 
	
 ARTICLE XXIV CONTRACT AND
 AMENDMENTS; CONSTRUCTION

 	
  

 	
 68

 
	
 ARTICLE XXV ARBITRATION

 	
  

 	
 70

 
	
 ARTICLE XXVI NOTICES

 	
  

 	
 72

 
	
 ARTICLE XXVII EFFECTIVE
 DATE

 	
  

 	
 74

 


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 SCHEDULE 1

 	
  

 	
 1

 
	
 APPENDIX A: FORM OF LETTER
 OF GUARANTEE

 	
  

 	
 2

 
	
 APPENDIX B: PROTOCOL OF
 DELIVERY AND ACCEPTANCE

 	
  

 	
 5

 


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PREAMBLE


THIS CONTRACT (hereinafter called the “Contract”) made and entered into
on March 30, 2011, by and between:


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


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


WITNESSETH 


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


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ARTICLE I HEALTH, SAFETY, SECURITY AND
ENVIRONMENT

(“HSSE”)


	
  

 	
  

 	
  

 
	
 (a)

 	
 HSSE Management System

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The Builder shall fulfill the requirements of the Specification.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Compatibility of HSSE Management Systems

 


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 i)

 	
 The Builder’s HSSE management system shall, where relevant, be
 compatible with the Buyer’s HSSE management system. The Builder shall liaise
 with the authorized Representative to ensure that the roles and
 responsibilities in both systems are clearly defined and allocated and are
 clearly understood by all parties involved in the construction of the Vessel.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 The Builder’s HSSE Plan shall include a “Risk Assessment Template”
 which shall be used to perform a risk assessment of all identifiable HSSE
 risks associated with the performance by the Builder of its obligations under
 this Contract and indicating the

 


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 proposed method of controlling those risks to an acceptable level. It
 shall also include measurable and realistic targets for HSSE performance.

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 The Builder undertakes to submit progress drafts of the HSSE Plan,
 including the Bridging Document, to the Buyer, at intervals of not more than
 thirty (30) days, to enable the Buyer to review it and to propose amendments
 during its development. The Builder shall submit the final version of the
 HSSE Plan, including the Bridging Document, to the Buyer for final approval
 no later than one hundred (100) days after the date of signature of this
 Contract. The Builder’s HSSE Plan, once approved by the Buyer shall form part
 of this Contract and shall be reviewed at least annually and updated as
 necessary to incorporate any changes to this Contract or the performance of
 the Builder’s obligations under this Contract.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Reporting

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effectiveness of the HSSE Plan.

 
	
  

 	
  

 	
 An overview of all accidents and near-miss events.

 
	
  

 	
  

 	
 Performance against HSSE targets.

 
	
  

 	
  

 	
 Total working hours for all personnel.

 
	
  

 	
  

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

 
	
  

 	
  

 	
 A summary of the status of any remedial actions.

 


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 ii)

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Statutory and Other Requirements

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 Working Conditions

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 fully aware that they are under an obligation to bring to the
 immediate notice of their supervisor any HSSE risk which they believe has not
 been adequately assessed and is not under adequate control, so that the
 Builder can take immediate appropriate action to

 


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 prevent potential death, injuries, or other losses and provide a
 safe, secure and healthy workplace.

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Operational Health and Medical Fitness

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (h)

 	
 Waste disposal and Environmental Safeguards

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Right of Audit

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (j)

 	
 Remedies for HSSE Defaults

 
	
  

 	
  

 
	
  

 	
 i)

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

 


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 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 


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ARTICLE II GENERAL REQUIREMENTS


	
  

 	
  

 
	
 THE VESSEL

 
	
  

 
	
 (a)

 	
 The Builder shall, at the Shipyard, design, construct, launch, equip,
 supply, and in all respects complete so as to be ready for immediate
 operation, and deliver to the Buyer a 154,800 cubic meter LNG carrier, to be
 designated as Hull No. 1947, together with all machinery, materials, parts,
 supplies, equipment, appurtenances, and all other items necessary to and for
 the said construction, completion, delivery, and operation of the Vessel.

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 Technical Specifications (hereinafter called “Specifications”)

 
	
  

 
	
  

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

 
	
  

 	
  

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

 
	
  

 
	
  

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

 
	
  

 	
  

 
	
 Manufacturers List

 
	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 Cargo Safety
 valve

 	
  

 	
 FUKUI

 
	
 Elevator

 	
  

 	
 HYUNDAI
 ELEVATOR

 
	
 HV Main and
 Cargo Distribution Transformer

 	
  

 	
 HYUNDAI H.I.
 or KOC ELECTRIC

 


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 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 Centralized
 UPS (POWERWARE)

 	
  

 	
 POWERWARE
 Agent in Korea

 
	
 Integrated
 Navigation System

 	
  

 	
 FURUNO

 
	
 CCTV system

 	
  

 	
 SAMSUNG

 
	
 Cargo
 Containment System

 	
  

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

 






	
  

 	
  

 
	
 Minutes of Meeting

 
	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

 	
 The Builder, at its expense, shall, unless otherwise specifically
 provided herein, procure and furnish all items and permissions necessary to
 perform its obligations hereunder including, but not limited to,
 (i) specifications (in addition to the Specifications), labor, machinery,
 materials, parts, supplies, equipment, appurtenances, and (ii) licenses,
 permits, inspections, surveys and approvals.

 


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 (d)

 	
 Shifting and Cargo Containment System Installation:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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ARTICLE III DIMENSIONS, DEADWEIGHT, SPEED,
FUEL CONSUMPTION


	
  

 	
  

 
	
 (a)

 	
 The basic
 dimensions of the Vessel shall be:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Parameter

 	
  

 	
 Value

 	
  

 	
 Units

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Length,
 overall

 	
  

 	
 285

 	
  

 	
 meters

 
	
 Length,
 between perpendiculars

 	
  

 	
 274

 	
  

 	
 meters

 
	
 Breadth,
 moulded

 	
  

 	
 43.4

 	
  

 	
 meters

 
	
 Depth,
 moulded to upper deck at side

 	
  

 	
 26.0

 	
  

 	
 meters

 
	
 Design
 draft, moulded

 	
  

 	
 11.5

 	
  

 	
 meters

 
	
 Summer
 loaded draft, moulded

 	
  

 	
 12.1

 	
  

 	
 meters

 
	
 Scantling
 draft, moulded

 	
  

 	
 12.5

 	
  

 	
 meters

 
	
 Cargo
 Containment System

 	
  

 	
 GTT Mark-III

 	
  

 	
 Membrane

 
	
 Minimum
 Cargo tank capacity (100% at 20°C)

 	
  

 	
 154,800

 	
  

 	
 Cubic meters

 
	
 Boil Off
 Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank
 Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic meters

 
	
 Air Draft
 above baseline with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement
 at design draft

 	
  

 	
 105,900

 	
  

 	
 Metric tons

 
	
 Displacement
 at summer draft

 	
  

 	
 112,200

 	
  

 	
 Metric tons

 






	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 


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 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
  

 	
 Gas operation

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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ARTICLE IV CLASS AND REGULATIONS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


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

 


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ARTICLE V DELIVERY


	
  

 	
  

 
	
 (a)

 	
 The Vessel shall be delivered to the Buyer (hereinafter called the
 “Delivery”) fully complete, supplied (including lubricating oil and fresh
 water in the system but excluding ship’s stores such as food, utensils,
 miscellaneous consumables, etc.) and ready for immediate operation, after
 having passed the tests and met the standards set forth in the Specifications
 and Articles III, IV, and XVII hereof on or before ***** 2013 (hereinafter
 called the “Delivery Date”). The Buyer may delay Delivery beyond the Delivery
 Date by giving written notice of the revised date (herein after called
 “Revised Delivery Date”) for Delivery not later than two (2) months before
 keel laying of the vessel. Buyer may give up to only one (1) notice for a
 delay of ninety (90) days. Notwithstanding the foregoing, in the event
 defects that could affect the Vessel’s seaworthiness or impair the operation
 of Vessel are discovered after the Vessel has passed the tests and met
 standards set forth in the Specifications and prior to Delivery of the Vessel,
 Buyer shall have the right to require the Builder to make the necessary
 correction(s) at the Builder’s expense prior to Delivery.

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


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 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 


19 of 74









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (g)

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 If Buyer elects to exercise the option described in (g)(i) above, and
 if Delivery occurs more than 30 days prior to the Delivery Date, then Buyer
 agrees to pay Builder an early

 


20 of 74









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 delivery charge of United States Dollars ***** for each day in excess
 of 30 days that the Vessel is delivered early, up to a maximum of 60 days (if
 the Vessel is delivered 90 or more days early). This charge, if applicable,
 shall be included with other adjustments due with the Final Installment. In
 no event shall there be any charge for early delivery if the Vessel is
 delivered less than 31 days early.

 
	
  

 	
  

 
	
 (h)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 


21 of 74









	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v.)

 	
 ALL CERTIFICATES and STATEMENTS OF FACT including the notarized and
 legalized BUILDER’s CERTIFICATE required to be furnished upon delivery of the
 Vessel pursuant to this Contract and the Specifications.

 
	
  

 	
  

 	
  

 
	
  

 	
 vi.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 viii.)

 	
 COMMERCIAL INVOICE

 
	
  

 	
  

 	
  

 
	
  

 	
 ix.)

 	
 Notarized and legalized BILL OF SALE

 
	
  

 	
  

 	
  

 
	
  

 	
 x.)

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

 


22 of 74









	
  

 	
  

 	
  

 
	
 (j)

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

 
	
  

 	
  

 	
  

 
	
 (k)

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

 


23 of 74






ARTICLE VI DISCHARGE OF LIENS 


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


24 of 74





ARTICLE VII PRICE, PAYMENT, REFUND, 

CURRENCY AND PAYMENTS


	
  

 	
  

 
	
 (a)

 	
 Contract Price:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

 	
 Currency:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

 	
 Progress Payment:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

 	
 Method of Payment:

 
	
  

 	
  

 
	
  

 	
 The term “Business Day” as used in this Contract shall be defined as
 any day except Saturday, Sunday, and legal bank holidays in London, Monaco,
 Piraeus, or Seoul.

 


25 of 74





Except as otherwise specifically provided for in this Article VII, all
payments to the Builder due under this Contract shall be paid in United States
Dollars by wire to the bank identified in Article VII(d)(i) below.


	
  

 	
  

 
	
 i)

 	
 First Installment

 
	
  

 	
  

 
	
  

 	
 Within five (5) Business Days after Buyer’s receipt of a photocopy of
 the Letter of Guarantee issued by the Guarantor under Article XI by
 facsimile, of which the original shall be simultaneously delivered to Buyer
 in accordance with Article XXVI, the Buyer shall remit by wire transfer the
 First Installment in the amount set forth in Schedule 1 to The Export-Import
 Bank of Korea, Head Office Seoul, Korea with Deutsche Bank Trust Company
 Americas, (Address: 60 Wall Street, Mail Stop NYC 60-1310, New York, NY
 10005, USA), Account No. 04-029-695 in favor of Samsung Heavy Industries Co.,
 Ltd., or to such other bank which the Builder may designate in writing at
 least ten (10) days in advance of the Initiating Event defined in Schedule 1,
 in favor of Samsung Heavy Industries Co., Ltd (hereinafter called the
 “Builder’s Bank”) under advice by authenticated cable or facsimile to the
 Builder’s Bank.

 
	
  

 	
  

 
	
 ii)

 	
 Second, Third and Fourth Installments

 
	
  

 	
  

 
	
  

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

 


26 of 74









	
  

 	
  

 	
  

 
	
 iii)

 	
 Final Installment

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 The Final Installment shall be adjusted as set forth below:

 
	
  

 	
  

 
	
  

 	
 A.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

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

 


27 of 74









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Default Interest and Others

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Notice of Payment on or before Delivery:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (f)

 	
 Expenses:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Refund:

 


28 of 74









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Any and all refunds made to the Buyer under this Article VII(g) shall
 be due and payable in United States Dollars. Throughout this Contract,
 whenever interest is due on any amounts to be paid or refunded by either party,
 said interest shall be calculated as simple interest, based on the actual
 number of days divided by 360.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (h)

 	
 Builder Default

 


29 of 74





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


30 of 74






ARTICLE VIII ADJUSTMENTS TO CONTRACT PRICE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Delayed Delivery Price Adjustment:

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 


31 of 74









	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Performance

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 


32 of 74









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Design Service

 Speed

 	
  

 	
 Min. 19.5 knots

 	
  

 	
 0.2 knots

 	
  

 	
 US $*****

 	
  

 	
 0.5 knots

 deficiency

 
	
 Specific Fuel

 Consumption

 (each fuel mode)

 	
  

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

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
 Back-up fuel

 (MGO)

 operation: 190

 g/kWh

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gross Cargo

 Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000 M3

 deficiency

 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 







	
  

 	
  

 	
  

 
	
 Notes

 	
  

 	
 Relevant Specification Section

 
	

 


 	
  

 	

 


 
	
 Design
 Service Speed

 	
  

 	
 Chapter 0
 Section 091

 
	
 Specific
 Fuel Consumption

 	
  

 	
 Chapter 0
 Section 092

 
	
 Gross Cargo
 Tank Capacity

 	
  

 	
 Chapter 0
 Section 093 


 Chapter 0 Section 015

 
	
  

 	
  

 	
  

 
	
 Boil Off
 Rate

 	
  

 	
 Chapter 0
 Section 094

 

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

 


33 of 74









	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Chapter 0
 Section 012 

 Chapter 0 Section 041 

 Chapter 0 Section 095

 






	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Schedule of Payments due to Price Adjustments:

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


34 of 74





ARTICLE IX DEFAULT IN PAYMENT


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 



35 of 74





ARTICLE X BUILDER’ S PAYMENT AND REPAYMENT,
AND

INTEREST THEREON


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 Set-off

 
	
  

 	
  

 
	
  

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

 


36 of 74





ARTICLE XI BANK GUARANTEE


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


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ARTICLE XII BUYER-FURNISHED EQUIPMENT


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


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


38 of 74





apply to machinery or equipment other than those specified in the
Specifications as the Buyer-furnished Equipment.


39 of 74





ARTICLE XIII INSURANCE


	
  

 	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B.

 	
 Collision Liability.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 C.

 	
 Protection & Indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with Samsung Fire and Marine Insurance Company or its equivalent
 first class Korean insurance company. The amount of such insurance shall, up
 to the date of Delivery of the Vessel, not be less than the aggregate amount
 of all payments paid by the Buyer to the Builder, plus the value of agreed
 Alterations at the time of launching and of the Buyer-furnished Equipment in
 the custody of the Shipyard. From the time of arrival to the time 

 


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 of launching, any losses and damages to the Buyer-furnished Equipment
 shall be covered, without a deductible, by the Builder’s Insurance policy
 against the Shipyard.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

 	
 Explosion, collapse and underground hazard coverage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

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

 


41 of 74







	
  

 	
  

 	
  

 
	
  

 	
 vii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 In the event that the Vessel shall be damaged from any insured cause
 other than the Builder’s default at any time before Delivery of the Vessel,
 and in the further event that such damage shall not constitute an actual or
 constructive total loss of the Vessel, the amount received in respect of the
 insurance shall be applied by the Builder in repair of such damage,
 satisfactory to the Classification Society and other concerned regulatory
 bodies, and the Buyer shall accept the Vessel under this Contract if
 completed in accordance with this Contract, the Specifications, and Plan,
 subject, however, to any applicable extension of Delivery time under Article
 V(d) hereof.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 


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 (c)

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

 


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ARTICLE XIV BUILDER’S GUARANTEE


	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

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

 


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 the Builder shall pay the drydocking charge for each additional day
 beyond those needed for routine maintenance.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 While said Guarantee Engineer shall remain the employee of the
 Builder, he shall sign the Vessel’s Articles, be accorded the status of chief
 engineer, and shall receive from the Buyer free 

 


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 lodging, board, medical care, and communication services equal to one
 of the Vessel’s officers, and if required, free passage to Korea. The Buyer
 shall pay to the Builder for the services of the Guarantee Engineer the sum
 of Five Thousand United States Dollars (US$5,000) per month as compensation
 for the services of the Guarantee Engineer. The detailed terms and conditions
 on assignment of the Guarantee Engineer shall be the subject of a separate
 agreement to be executed on or before the date of Delivery.

 


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ARTICLE XV ALTERATIONS AND APPROVALS


	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 The drawing approval shall not be carried out, but the drawing
 approval shall be applicable only in the case of the design changes from
 HN1641s “as built”, including specific requirement for drawing approval from
 the Class and/or Authority concerned. The Builder’s drawings and 

 


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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 	
  

 
	
 (f)

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

 


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 ARTICLE XVI INSPECTION

 
	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 


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 reasonable access to work areas, suitably lighted, heated and air
 conditioned facilities, including but not limited to:

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office space for up to 12 persons,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 four
 (4) private telephone lines,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one
 (1) private facsimile telephone line,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 telephone
 handsets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 facsimile machine,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 file cabinets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 desks, chairs, drawing tables, etc.

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office cleaning services,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 clean boiler suit service, hardhats,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 safety shoes, safety goggles, ear protection plugs and other normal
 services, sanitation facilities, changing rooms,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 


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 -

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Builder shall also arrange for the Buyer, or its Representative,
 to have free access to the drawing offices and workshops of subcontractors
 and suppliers engaged by the Builder. All salaries and personal expenses of
 said Representative, or others employed by the Buyer, shall be for the
 Buyer’s account. International and long distance telephone/facsimile charges,
 postage, cable charges and other miscellaneous expenses incurred by the
 Representative shall be for the Buyer’s account.

 
	
  

 	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 


54 of 74









	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 


55 of 74






ARTICLE XVII TRIALS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 


56 of 74









	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 



57 of 74








	
  

 	
  

 	
  

 
	
 (f)

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

 
	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 






	
  

 	
  

 	
  

 
	
  

 	
 A.

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

 






	
  

 	
  

 	
  

 
	
  

 	
 iii.)

 	
 any such
 gases consumed during trials.

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (h)

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

 



58 of 74





ARTICLE XVIII INDEPENDENT CONTRACTOR;

SUBCONTRACTING


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 



59 of 74





ARTICLE XIX TAXES AND DUTIES


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


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


60 of 74




ARTICLE XX GOVERNMENTAL APPROVALS AND
LICENSES


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 



61 of 74





ARTICLE XXI LAWS AND PERMITS; CONFLICTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 



62 of 74









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

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

 



63 of 74





ARTICLE XXII INTELLECTUAL PROPERTY AND

CONFIDENTIALITY


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 



64 of 74









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



65 of 74





ARTICLE XXIII CONTRACTUAL RESPONSIBILITIES
AND

PROCEDURES; AUDIT RIGHTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 Buyer may assign or novate all of its rights, duties and obligations
 under this Contract to another company (hereinafter called “NewCo”) provided
 that NewCo shall demonstrate to the reasonable satisfaction of the Builder
 that it is financially able to meet the Buyer’s rights, duties and
 obligations hereunder. Such assignment or novation shall release and
 discharge Buyer from all of its liabilities under this Contract.

 
	
  

 	
  

 
	
 (d)

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

 



66 of 74









	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
  

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

 



67 of 74





ARTICLE XXIV CONTRACT AND AMENDMENTS;

CONSTRUCTION


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 



68 of 74









	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
 (h)

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

 



69 of 74





ARTICLE XXV ARBITRATION


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 




70 of 74










	
  

 	
  

 
	
  

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

 



71 of 74






ARTICLE
XXVI NOTICES


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


To the Builder, at:


Samsung Heavy Industries Co., Ltd.

34th Fl., Samsung Life Insurance Seocho Tower

1321-15 Seocho-Dong, Seocho-Gu,

Seoul Korea 137-955

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

Telephone:     82-2-3458-7321 (Sales Department)
/82-2-3458-7310 (Sales Planning Department)


Or preferably to its Geoje Shipyard:


Samsung Heavy Industries Co., Ltd

Geoje Shipyard

530 Jangpyung-ri, shinyn-up

Geoje City, Kyungnam, Korea 656-800


	
 

	
 


	
Telefax:

	
82-55-630-5135 (Design Department)


	
 

	
82-55-630-3950 (CS Group)





To the Buyer, at:


	
 

	
 


	
GAS-four Ltd.

c/o GasLog Monaco SAM

Gildo Pastor Center

7, rue du Gabian

MC 98000 Monaco


	
Attention:

	
Mr. Jan E. Petersen


	
Telefax:

	
+377 97975124


	
Telephone:

	
+377 97975115





Copy to:


Ceres LNG Services Ltd


72 of 74





69 Akti Miaouli 

Piraeus 18537, Greece


	
 

	
 

	
 


	
Attention:

	
Mr. Theodoros Katemidis

	
(Technical Matters)


	
 

	
 

	
 


	
Telefax:

	
+30 210 4591251

	
 


	
Telephone:

	
+30 210 4591967

	
 




73 of 74





ARTICLE
XXVII EFFECTIVE DATE


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


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


	
 

	
 

	
 


	
For the Builder:

	
Samsung Heavy Industries Co., Ltd.


	
 

	
 


	
 

	
/s/ JK Kim


	
 

	





	
 

	
By:

	
J.K. Kim


	
 

	
Title:

	
Vice President


	
 

	
 


	
For the Buyer:

	
GAS-five Ltd.


	
 

	
 


	
 

	
/s/ Jeppe Jensen


	
 

	






	
 

	
By:

	
Jeppe Jensen


	
 

	
Title:

	
Chairman




74 of 74





SCHEDULE 1


	
 

	
 

	
 

	
 

	
 


	
Installment

	
 

	
Percent of

Purchase Price

	
 

	
Initiating
Event


	




	
 

	




	
 

	





	
First

	
 

	
***** of contract price

	
 

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


	
 


	
Second

	
 

	
*****

	
 

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


	
 


	
Third

	
 

	
*****

	
 

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


	
 


	
Fourth

	
 

	
*****

	
 

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


	
 


	
Final

	
 

	
***** ± any adjustments

	
 

	
Delivery of the Vessel




1





APPENDIX A: FORM OF LETTER OF GUARANTEE


IRREVOCABLE INSTALLMENT PAYMENT


LETTER OF GUARANTEE


[STATIONARY OF GUARANTOR BANK]


, 2010


[Name of Buyer]


Gentlemen:


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


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


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


2





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


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


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


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


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


3





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


Very truly yours,


4





APPENDIX B: PROTOCOL OF DELIVERY AND ACCEPTANCE


PROTOCOL OF DELIVERY AND ACCEPTANCE 


KNOW ALL MEN BY THESE PRESENTS:


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


          Name
of Vessel:


          Builder’s
Hull No.


          Type
of Vessel: 154,800 cubic meter LNG carrier


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


	
 

	
 

	
 


	




	
 

	





	
 

	
 

	
 


	
By:

	
 

	
By:


	
Attorney-in-Fact

	
 

	
Attorney-in-Fact


	
Date:

	
 

	
Date:




5






Technical Clarification for 155,000m3 Twin LNG Carrier
Vessels (DFDE) 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 24th September 2009

 
	
 No 

 	
  

 	
 Item 

 	
  

 	
 Buyer’s requirement 

 	
  

 	
 Builder’s reply 

 	
  

 	
 Remark 

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 1

 	
  

 	
 Fuel gas
 supply system

 	
  

 	
 On the Fuel gas compressors. Our intention is to have a fuel gas
 supply system which will give the DFDE vessels the same flexibility/ability
 as the current steam ships, i.e. the system must be able to compress the gas
 vapour to a pressure and temperature acceptable at the engine inlet. No
 liquid gas should be assumed available.

 

 The issue is not only related to conserving LNG on laden voyages, but also
 addressing the problem currently experienced at heel out when the gas vapour
 temperature increases above a certain temperature (from my recollection when
 temperature increases above -110 deg c or -90 deg c on some designs) we want
 to avoid that during ballast voyages in heel out condition the expanding gas
 is routed to the GCU. All boil-off gas should be routed to the engines and
 only in exceptional circumstances or periods of very low power requirements
 should the GCU be operated.

 

 For your reference MAN B&W together with Burckhardt Compression have
 developed the technology and last I spoke to Wartsila they claimed same
 concept could be applied to their engines. To the best of my knowledge both
 Cryostar and Hamworthy has solutions as well.

 	
  

 	
 Builder is well aware of the Buyer’s request and is developing the
 improved solution for fuel gas supply system.

 

 Following solutions are under evaluation and we are waiting for the
 manufacturer’s proposal.

 

 1. 4 stage compressor with fresh water after-cooler

 2. 3 or 4 stage compressor with fresh water inter/after-cooler

 3. stage reciprocating type compressor with inter/after-cooler

 

 Detail proposal shall be provided later.

 	
  

 	
  

 
	
  

 
	
 2

 	
  

 	
 Cargo
 Containment System

 	
  

 	
 I think we should make sure we are on the same page as well when we
 talk about the Cargo Containment System, What is the standard on the updated
 155K? PU-glue and reinforced primary membrane with rib type and wedges?

 	
  

 	
 Please see the attachment for SRI standard reinforcement of the cargo
 containment system. PU glue shall be applied for bonding secondary barrier on
 all walls.

 	
  

 	
  

 


1 / 2






Technical Clarification for 155,000m3 Twin LNG Carrier
Vessels (DFDE) 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 24th September 2009

 
	
 No 

 	
  

 	
 Item 

 	
  

 	
 Buyer’s requirement 

 	
  

 	
 Builder’s reply 

 	
  

 	
 Remark 

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 3

 	
  

 	
 Emission
 Control

 	
  

 	
 Please also confirm that the design incorporates economizers and fuel
 pumps for each engine and that the reference to IMO Marpol annex vi includes
 the storage, treatment and transfer of low sulphur fuel enabling the vessel
 to burn it and comply with the stricter emission targets.

 	
  

 	
 1)
 Economizer

 Builder confirms to install one economizer per each DF engine.

 2) Fuel pumps

 Builder confirms to install HFO supply & circulation pumps per each DF
 engine. For pilot fuel oil feed pumps, common pumps per two DF engines shall
 be installed.

 

 3) Builder proposes to install Low Sulphur(LS) fuel tanks the same as HN1641s
 as follows;

 - One FWD HFO storage tank

 - One FWD LS HFO storage tank

 - Two MDO storage tanks

 - Two MDO service tanks

 - Two HFO settling tanks (One tank is for LS)

 - Two HFO service tanks (One tank is for LS)

 

 Please clarify the stricter emission target and vessel operating area.

 	
  

 	
  

 


2 / 2