Exhibit 10.12 


 


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 2016


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-five 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
(*****). 


1





TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
 PREAMBLE

 	
  

 	
 3

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

 	
  

 	
 4

 
	
 ARTICLE II GENERAL
 REQUIREMENTS

 	
  

 	
 9

 
	
 ARTICLE III DIMENSIONS,
 DEADWEIGHT, SPEED, FUEL CONSUMPTION

 	
  

 	
 12

 
	
 ARTICLE IV CLASS AND
 REGULATIONS

 	
  

 	
 14

 
	
 ARTICLE V DELIVERY

 	
  

 	
 16

 
	
 ARTICLE VI DISCHARGE OF
 LIENS

 	
  

 	
 21

 
	
 ARTICLE VII PRICE, PAYMENT,
 REFUND, CURRENCY AND PAYMENTS

 	
  

 	
 22

 
	
 ARTICLE VIII ADJUSTMENTS TO
 CONTRACT PRICE

 	
  

 	
 27

 
	
 ARTICLE IX DEFAULT IN
 PAYMENT

 	
  

 	
 31

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

 	
  

 	
 32

 
	
 ARTICLE XI BANK GUARANTEE

 	
  

 	
 33

 
	
 ARTICLE XII BUYER-FURNISHED
 EQUIPMENT

 	
  

 	
 34

 
	
 ARTICLE XIII INSURANCE

 	
  

 	
 35

 
	
 ARTICLE XIV BUILDER’S
 GUARANTEE

 	
  

 	
 38

 
	
 ARTICLE XV ALTERATIONS AND
 APPROVALS

 	
  

 	
 42

 
	
 ARTICLE XVI INSPECTION

 	
  

 	
 45

 
	
 ARTICLE XVII TRIALS

 	
  

 	
 48

 
	
 ARTICLE XVIII INDEPENDENT
 CONTRACTOR; SUBCONTRACTING

 	
  

 	
 51

 
	
 ARTICLE XIX TAXES AND
 DUTIES

 	
  

 	
 52

 
	
 ARTICLE XX GOVERNMENTAL
 APPROVALS AND LICENSES

 	
  

 	
 53

 
	
 ARTICLE XXI LAWS AND
 PERMITS; CONFLICTS

 	
  

 	
 54

 
	
 ARTICLE XXII INTELLECTUAL
 PROPERTY AND CONFIDENTIALITY

 	
  

 	
 56

 
	
 ARTICLE XXIII CONTRACTUAL
 RESPONSIBILITIES AND PROCEDURES; AUDIT RIGHTS

 	
  

 	
 58

 
	
 ARTICLE XXIV CONTRACT AND
 AMENDMENTS; CONSTRUCTION

 	
  

 	
 60

 
	
 ARTICLE XXV ARBITRATION

 	
  

 	
 62

 
	
 ARTICLE XXVI NOTICES

 	
  

 	
 64

 
	
 ARTICLE XXVII EFFECTIVE
 DATE

 	
  

 	
 66

 
	
 SCHEDULE 1

 	
  

 	
 1

 
	
 APPENDIX A: FORM OF LETTER
 OF GUARANTEE

 	
  

 	
 2

 
	
 APPENDIX B: PROTOCOL OF
 DELIVERY AND ACCEPTANCE

 	
  

 	
 5

 
	
 APPENDIX C: FORM OF
 TRI-PARTITE AGREEMENT

 	
  

 	
 6

 
	
 APPENDIX D: FORM OF
 PERFORMANCE GUARANTEE

 	
  

 	
 10

 


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PREAMBLE


THIS CONTRACT (hereinafter called the “Contract”) made and entered into
on 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-five
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

 
	
  

 	
  

 
	
  

 	
 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 

 



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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE Plan

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 



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 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Statutory and Other Requirements

 
	
  

 	
  

 
	
  

 	
 i)

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

 



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 ii)

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

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 Working Conditions

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Operational Health and Medical Fitness

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (h)

 	
 Waste disposal and Environmental Safeguards

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 



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 (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.

 
	
  

 	
  

 	
  

 
	
  

 	
 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.2016, 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 HN1641in 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

 



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 HV Main and
 Cargo Distribution Transformer

 	
  

 	
 HYUNDAI H.I.
 or KOC ELECTRIC

 
	
 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, 

 



10 of 66









	
  

 	
  

 
	
  

 	
 machinery, materials, parts, supplies, equipment, appurtenances, and
 (ii) licenses, permits, inspections, surveys and approvals.

 
	
  

 	
  

 
	
 (d)

 	
 Shifting and Cargo Containment System Installation:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 At a minimum of three (3) months prior to the VESSEL’s steel cutting
 milestone, BUILDER’s proposal for the secondary barrier bonding process and
 the documentation detailing this process shall be submitted to BUYER for
 approval. BUILDET’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-Ill Membrane

 
	
 Minimum
 Cargo tank capacity (100% at 20oC)

 	
  

 	
 154,800

 	
  

 	
 Cubic meters

 
	
 Boil Off
 Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank
 Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic meters

 
	
 Air Draft
 above baseline with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement
 at design draft

 	
  

 	
 105,900

 	
  

 	
 Metric tons

 
	
 Displacement
 at summer draft

 	
  

 	
 112,200

 	
  

 	
 Metric tons

 





	
  

 	
  

 
	
 (b)

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

 



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 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.

 
	
  

 	
  

 
	
 (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 -163oC), 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 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 

 



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 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
 forty five (45) 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.

 
	
  

 	
  

 
	
 (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 

 



16 of 66









	
  

 	
  

 
	
  

 	
 or unusually severe weather conditions, destruction of the premises
 of works of the Builder or its subcontractors, or of the Vessel, or any part
 thereof, by fire, landslides, flood, lightning, explosion, or other causes
 beyond the reasonable control of (and not caused by the actions of) the
 Builder or its subcontractors, as the case may be (collectively called “Force
 Majeure”), then, in the event of delays due to the happening of any of the
 aforementioned contingencies, the number of days by which Delivery is late
 under this Contract (i.e., after the scheduled Delivery Date of the Vessel)
 shall be reduced, subject to the provisions of this Article V(d), by a period
 of time which shall not exceed the total number of working days lost due to
 such delays. Notwithstanding the foregoing, acts of commission or omission
 (irrespective as to negligence and whether voluntary or compulsory) of employees,
 independent contractors or subcontractors, representatives, agents, or others
 engaged by the Builder, including their officers, employees, crews,
 inspectors, and pilots (whether voluntary or compulsory) shall not excuse the
 Builder for delay hereunder.

 
	
  

 	
  

 
	
 (e)

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

 



17 of 66









	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (g)

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 



18 of 66









	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

 	
 PROTOCOL OF CONSUMABLES identifying all 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, 

 



19 of 66









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 employees and crew, and of all liabilities arising from the operation
 of the Vessel in trial runs, or otherwise, prior to delivery.

 
	
  

 	
  

 	
  

 
	
  

 	
 vii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 viii.)

 	
 COMMERCIAL INVOICE

 
	
  

 	
  

 	
  

 
	
  

 	
 ix.)

 	
 Notarized and legalized BILL OF SALE

 
	
  

 	
  

 	
  

 
	
  

 	
 x.)

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

 





	
  

 	
  

 
	
 (j)

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

 
	
  

 	
  

 
	
 (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.

 



20 of 66






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.


21 of 66





ARTICLE VII PRICE, PAYMENT, REFUND, 

CURRENCY AND PAYMENTS


	
  

 	
  

 
	
 (a)

 	
 Contract Price:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

 	
 Currency:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

 	
 Progress Payment:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

 	
 Method of Payment:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


22 of 66









	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 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)

 


23 of 66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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

 


24 of 66









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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:

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 


25 of 66









	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
 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).

 


26 of 66





ARTICLE VIII ADJUSTMENTS TO CONTRACT PRICE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Delayed Delivery Price
 Adjustment:

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 


27 of 66









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Design Service

 Speed

 	
  

 	
 Min. 19.5 knots

 	
  

 	
 0.2 knots

 	
  

 	
 US$*****

 	
  

 	
 0.5 knots

 deficiency

 
	
 Specific Fuel

 Consumption

 (each fuel mode)

 	
  

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

 

Back-up fuel

 (MGO)
operation: 190

 g/kWh

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 
	
 Gross Cargo

 Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000 M3

 deficiency

 


28 of 66









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 





	
  

 	
  

 	
  

 
	
 Notes

 	
  

 	
 Relevant Specification Section

 
	

 


 	
  

 	

 


 
	
 Design Service Speed

 	
  

 	
 Chapter 0 Section 091



 
	
 Specific Fuel
 Consumption

 	
  

 	
 Chapter 0 Section 092



 
	
 Gross Cargo Tank
 Capacity

 	
  

 	
 Chapter 0 Section 093


 Chapter 0 Section 015

 
	
 Boil Off Rate

 	
  

 	
 
Chapter 0 Section 094

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

 
	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Chapter 0 Section 012


 Chapter 0 Section 041


 Chapter 0 Section 095

 


 


	
  

 	
  

 	
  

 
	
  

 	
  

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

 


29 of 66









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Buyer shall make such
 elections within fifteen (1.5) 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.

 


30 of 66





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.

 


31 of 66





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.

 


32 of 66





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.


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


33 of 66





ARTICLE XII BUYER-FURNISHED EQUIPMENT


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


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


34 of 66





ARTICLE XIII INSURANCE


	
  

 	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B.

 	
 Collision Liability.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 C.

 	
 Protection &
 Indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 


35 of 66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 vi)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 vii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

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

 


36 of 66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

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

 


37 of 66





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.

 
	
  

 	
  

 
	
  

 	
 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.

 


38 of 66









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


39 of 66









	
  

 	
  

 
	
  

 	
 Article XIV exclude and
 negate any warrantee, express or implied (including any implied warranty of
 merchantability or fitness for particular purpose), or other or
 responsibility or liability imposed by law, statute, or otherwise with
 respect to the Vessel.

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 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.

 


40 of 66









	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

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

 


41 of 66





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 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 

 


42 of 66









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 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.

 


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 (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.

 


44 of 66





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 it’s 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 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,

 


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 -

 	
 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).

 
	
  

 	
  

 	
  

 
	
  

 	
 -        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 it’s Representative, to have free access to the
 drawing offices and workshops of subcontractors and suppliers engaged by the

 


46 of 66









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 


47 of 66





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.

 
	
  

 	
  

 	
  

 	
  

 
	
 (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 

 


48 of 66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
 (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.

 


49 of 66









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 


50 of 66





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.

 


51 of 66





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.


52 of 66





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.

 


53 of 66





ARTICLE XXI LAWS AND PERMITS; CONFLICTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


54 of 66









	
  

 	
  

 
	
  

 	
 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.

 


55 of 66





ARTICLE XXII INTELLECTUAL PROPERTY AND

CONFIDENTIALITY


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 


56 of 66





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.


57 of 66





ARTICLE XXIII CONTRACTUAL RESPONSIBILITIES AND

PROCEDURES; AUDIT RIGHTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


58 of 66









	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 


59 of 66





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.

 
	
  

 	
  

 
	
 (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.

 


60 of 66









	
  

 	
  

 
	
 (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.

 


61 of 66





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.

 
	
  

 	
  

 
	
  

 	
 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 

 



62 of 66






	
  

 	
  

 
	
  

 	
 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.

 


63 of 66






ARTICLE
XXVI NOTICES


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


To the
Builder, at:


Samsung Heavy
Industries Co., Ltd.

34th FL, Samsung Life Insurance Seocho Tower

1321-15 Seocho-Dong, Seocho-Gu,

Seoul Korea 137-955

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

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


Or preferably
to its Geoje Shipyard:


Samsung Heavy
Industries Co., Ltd 

Geoje Shipyard

530 Jangpyung-ri, shinyn-up

Geoje City, Kyungnam, Korea 656-800


	
  

 	
  

 
	
 Telefax: 

 	
 82-55-630-5135
 (Design Department)

 
	
  

 	
 82-55-630-3950
 (CS Group)

 



To the Buyer,
at:


	
  

 	
  

 
	
 GAS-five

 
	
 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


64 of 66






69 Akti
Miaouli 

Piraeus 18537, Greece


	
  

 	
  

 
	
 Attention:

 	
 Mr.
 Theodoros Katemidis (Technical Matters)

 
	
  

 	
  

 
	
 Telefax:

 	
 +30 210
 4591251

 
	
 Telephone:

 	
 +30 210
 4591967

 


65 of 66





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/ Jaytee Jung 
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 By:
 	
 Jaytee Jung
 
	
  
 	
  
 	
 Title:
 	
 Vice
 President
 






	
  
 	
  
 	
  
 	
  
 
	
 For the
 Buyer:
 	
  
 	
 GAS-five
 Ltd.
 
	 	 	 	 
	
  
 	
  
 	
  
 	
 /s/ Jeppe Jensen 
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 By:
 	
 Jeppe Jensen
 
	
  
 	
  
 	
 Title:
 	
 Chairman
 


66 of 66





SCHEDULE
1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Installment

 	
  

 	
 Percent of

 Purchase Price

 	
  

 	
 Initiating Event

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 First

 	
  

 	
 ***** of contract price

 	
  

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

 
	
 Second

 	
  

 	
 *****

 	
  

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

 
	
 Third

 	
  

 	
 *****

 	
  

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

 
	
 Fourth

 	
  

 	
 *****

 	
  

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

 
	
 Final

 	
  

 	
 ***** ± any 

 adjustments

 	
  

 	
 Delivery of
 the Vessel

 


1





APPENDIX
A: FORM OF LETTER OF GUARANTEE


IRREVOCABLE
INSTALLMENT PAYMENT


LETTER OF
GUARANTEE


[STATIONARY OF
GUARANTOR BANK]


________________, 2011


[Name of
Buyer] 


Gentlemen:


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


If in connection with the terms of the Contract the Buyer shall become
entitled to a refund of the 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





APPENDIX
C: FORM OF TRI-PARTITE AGREEMENT


NOVATION
AGREEMENT


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


BETWEEN:


	
  

 	
  

 
	
 1)

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

 
	
  

 	
  

 
	
 2)

 	
                       (hereinafter called “the Original Buyer”); and

 
	
  

 	
  

 
	
 3)

 	
           
                      , (hereinafter called “the New Buyer”). 

 



WHEREAS:


	
  

 	
  

 
	
 A.

 	
 By a Shipbuilding Contract dated xxxx made between the Builder and
 the Original Buyer, as the same may be amended for time to time, (the
 “Building Contract”), the Builder agreed to build and deliver to the Original
 Buyer an Liquefied Natural Gas Carrier to be known during construction as
 Hull No. 2016 upon the terms contained therein.

 
	
  

 	
  

 
	
 B.

 	
 The Hull No. 2016 (the “Vessel”) which expression shall include,
 where appropriate, every part thereof and all appurtenances and components
 from time to time appropriated or intended for the Vessel is to be
 constructed in the Builder’s yard in accordance with the Building Contract
 and the Specifications.

 
	
  

 	
  

 
	
 C.

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

 


6









	
  

 	
  

 
	
 D.

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

 
	
  

 	
  

 
	
 E.

 	
 This Agreement is supplemental to the Building Contract

 



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


	
  

 	
  

 
	
 1.

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

 
	
  

 	
  

 
	
 2.

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

 
	
  

 	
  

 
	
 3.

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

 
	
  

 	
  

 
	
 4.

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

 


7









	
  

 	
  

 
	
 5.

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

 
	
  

 	
  

 
	
 6.

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

 
	
  

 	
  

 
	
 7.

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

 
	
  

 	
  

 
	
 8.

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

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 For the
 Original Buyer:

 
	
  

 	
 (ii)

 	
 For the New
 Buyer:

 
	
  

 	
 (iii)

 	
 For the
 Builder

 


8





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


	
  

 	
  

 	
  

 
	
 Signed by:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 for and on
 behalf of:-

 	
  

 	
  

 
	
 Samsung
 Heavy Industries 

 	
  

 	
  

 
	
 Co., Ltd.

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 in the presence of:-

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 for and on
 behalf of:-

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 in the presence of:-

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Signed by:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 for and on
 behalf of:-

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 in the presence of:-

 	
  

 	
  

 


9





APPENDIX
D: FORM OF PERFORMANCE GUARANTEE


Samsung Heavy
Industries Co., Ltd.

34th Floor, Samsung Life Insurance Seocho Tower

1321-15, Seocho-dong, Seocho-Gu, 

Seoul, Republic of Korea 137-857


In consideration of the shipbuilding Contract dated 31 March 2011 (the
“Contract”) between you and GAS-five Ltd. (hereinafter called the “BUYER”), for
the construction of a 154,800 Cubic Meter LNG Carrier having your Hull No. 2016
(hereinafter called the “VESSEL”) providing among other things for payment of
the Contract Price amounting to United States Dollars *****;


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


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


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


	
  

 
	
 SIGNED FOR
 AND ON BEHALF OF GUARANTOR:

 
	
  

 
	
 BY:

 
	
 TITLE :

 
	
 WITNESS :

 


10