Exhibit 10.15


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 2042


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-eight 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 of 65






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

 	
 65

 
	
 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

 
	
 APPENDIX E: FORM OF MULTI-PARTY AGREEMENT

 	
 11

 


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PREAMBLE


THIS
CONTRACT (hereinafter called the “Contract”) made and entered into on June 26,
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-eight Ltd. a corporation organized and existing under the laws of Bermuda having
the registered office at Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda (hereinafter called the “Buyer”), on the other part; and taken together
referred to as the “Parties”; 


WITNESSETH


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


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


	
  

 	
  

 	
  

 
	
 (a)

 	
 HSSE
 Management System 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The
 Builder shall fulfill the requirements of the Specification. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Compatibility
 of HSSE Management Systems 

 
	
  

 	
  

 
	
  

 	
 i)

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

 



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 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE
 Plan 

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 


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 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 



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 (f)

 	
 Working
 Conditions 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Operational
 Health and Medical Fitness 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (h)

 	
 Waste
 disposal and Environmental Safeguards 

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Right
 of Audit 

 
	
  

 	
  

 
	
  

 	
 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 

 






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 i)

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

 






	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 



8 of 65






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. 2042, together with all machinery, materials, parts, supplies,
 equipment, appurtenances, and all other items necessary to and for the said
 construction, completion, delivery, and operation of the Vessel. 

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 Technical
 Specifications (hereinafter called “Specifications”) 

 
	
  

 
	
  

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

 
	
  

 	
  

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

 
	
  

 
	
  

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

 
	
  

 	
  

 
	
 Manufacturers
 List 

 
	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 Cargo Safety valve

 	
  

 	
 FUKUI

 
	
  

 
	
 Elevator

 	
  

 	
 HYUNDAI ELEVATOR

 
	
  

 
	
 HV Main and Cargo
Distribution Transformer

 	
  

 	
 HYUNDAI H.I. or KOC ELECTRIC

 
	
  

 
	
 Centralized UPS (POWERWARE)

 	
  

 	
 POWERWARE Agent in Korea

 
	
  

 
	
 Integrated Navigation
 System

 	
  

 	
 FURUNO

 


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 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 CCTV system

 	
  

 	
 SAMSUNG

 
	
 Cargo Containment System

 	
  

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

 
	
 *) Main Generator Engine (DF engine)

 	
  

 	
 Wartsila-Hyundai or MAN Diesel Licensee (STX engine)

 
	
 *) Integrated Automation System (IAS)

 	
  

 	
 Kongsberg or Samsung

 
	
 *) Electric Propulsion Package

 	
  

 	
 ABB or Converteam

 






	
  

 	
  

 
	
  

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

 



Minutes of Meeting 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 Shifting
 and Cargo Containment System Installation: 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



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ARTICLE III DIMENSIONS, DEADWEIGHT, SPEED, FUEL
CONSUMPTION


	
  

 	
  

 
	
 (a)

 	
 The basic dimensions of the
 Vessel shall be: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Parameter

 	
  

 	
 Value

 	
  

 	
 Units

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Length, overall

 	
  

 	
 285

 	
  

 	
 meters

 
	
 Length, between
 perpendiculars

 	
  

 	
 274

 	
  

 	
 meters

 
	
 Breadth, moulded

 	
  

 	
 43.4

 	
  

 	
 meters

 
	
 Depth, moulded to upper
 deck at side

 	
  

 	
 26.0

 	
  

 	
 meters

 
	
 Design draft, moulded

 	
  

 	
 11.5

 	
  

 	
 meters

 
	
 Summer loaded draft,
 moulded

 	
  

 	
 12.1

 	
  

 	
 meters

 
	
 Scantling draft, moulded

 	
  

 	
 12.5

 	
  

 	
 meters

 
	
 Cargo Containment System

 	
  

 	
 GTT
 Mark-III Membrane

 
	
 Minimum Cargo tank capacity
 (100% at 20oC)

 	
  

 	
 154,800

 	
  

 	
 Cubic
 meters

 
	
 Boil Off Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic
 meters

 
	
 Air Draft above baseline
 with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement at design
 draft

 	
  

 	
 105,900

 	
  

 	
 Metric
 tons

 
	
 Displacement at summer
 draft

 	
  

 	
 112,200

 	
  

 	
 Metric
 tons

 






	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 



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 (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. 

 



13 of 65






ARTICLE IV CLASS AND REGULATIONS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 Any
 revisions to the drawings set forth in Article II which may be required by
 the Classification Society shall be implemented by the Builder without any
 cost to the Buyer; provided that this will only apply to revisions which are
 based upon standards of the Classification Society in effect on the date of
 this Contract. In the event that there should be any amendments or additions
 not identified in the Specifications, following the date of this Contract, to
 the laws, rules, or regulations
 of any governmental or regulatory body, or the Classification Society, which
 require any compulsory revision(s) of or to the Plans and Specifications or
 to this Contract, the Buyer shall authorize any such revision(s) to the
 Vessel that are necessary to comply with such amendments or additions unless
 the Buyer shall obtain from such governmental or regulatory body a written
 waiver of compliance therewith. In the

 



14 of 65









	
  

 	
  

 
	
  

 	
 event that Alterations (as defined in
 Article XV(a)) are required, they shall be handled in accordance with the
 provisions of Article XV. 

 



15 of 65






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 ***** 2014 (hereinafter called the “Delivery
 Date”). The Buyer may delay Delivery beyond the Delivery Date by giving
 written notice of the revised date (herein after called “Revised Delivery
 Date”) for Delivery not later than two (2) months before keel laying of the
 Vessel. Buyer may give up to only one (1) notice for a delay of [90]
 days. Notwithstanding the foregoing, in the event defects that could affect
 the Vessel’s seaworthiness or impair the operation of Vessel are discovered
 after the Vessel has passed the tests and met standards set forth in the
 Specifications and prior to Delivery of the Vessel, Buyer shall have the
 right to require the Builder to make the necessary correction(s) at the
 Builder’s expense prior to Delivery. 

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 If,
 at any time, either the commencement of construction, construction or
 Delivery of the Vessel or any performance required hereunder as a
 prerequisite to the Delivery thereof is delayed by any of the following
 events: namely war, acts of state or government, blockade, revolution,
 insurrections, riots, strikes, sabotage, lockouts or other labor disturbances
 (excluding disturbances within the control of the Builder), Acts of God,
 plague or other epidemics, quarantines, prolonged failure or restriction of
 electric current, freight embargoes, earthquakes, tidal waves, typhoons,
 hurricanes, unusually prolonged or unusually severe weather conditions,
 destruction of the premises of works of the Builder or its subcontractors, or
 of the Vessel, or any part

 



16 of 65









	
  

 	
  

 
	
  

 	
 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: 

 
	
  

 	
  

 
	
  

 	
 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 

 






17 of 65









	
  

 	
  

 	
  

 
	
  

 	
 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 






18 of 65









	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 






	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vi.)

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

 






19 of 65









	
  

 	
  

 	
  

 
	
  

 	
 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 65






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 65






ARTICLE VII PRICE, PAYMENT, REFUND,

CURRENCY AND PAYMENTS


	
  

 	
  

 
	
 (a)

 	
 Contract
 Price: 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

 	
 Currency:
 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

 	
 Progress
 Payment: 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

 	
 Method
 of Payment: 

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 First Installment 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Within five (5) Business
 Days after Buyer’s receipt of a photocopy of the Letter of Guarantee issued
 by the Guarantor under Article XI by facsimile, of which the original shall
 be simultaneously delivered to Buyer in

 






22 of 65









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 Second, Third and Fourth
 Installments 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 Final Installment 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Final Installment shall be adjusted as set forth below: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 

 






23 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (as such term is defined in
 Article XV hereof), for which extra payments have been agreed under Article
 XV(b).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 C.

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Default
 Interest and Others

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 (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.

 






24 of 65









	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
 Expenses:

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 
	
 (g)

 	
 Refund: 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



25 of 65









	
  

 	
  

 
	
  

 	
 under this Contract, the Buyer may terminate the Contract in
 accordance with Article VII(g). 

 


26 of 65






ARTICLE VIII ADJUSTMENTS TO CONTRACT PRICE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Delayed Delivery Price
 Adjustment: 

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 






	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 






27 of 65









	
  

 	
  

 	
  

 
	
  

 	
 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
(MOO)
operation: 190
g/kWh

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 
	
  

 	
  

 	
  

 	
  

 	
  

 






28 of 65









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside 

 Allowable 

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Gross Cargo Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000 M3 deficiency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 






	
  

 	
  

 	
  

 
	
 Notes

 	
  

 	
 Relevant Specification Section

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Design
 Service Speed

 	
  

 	
 Chapter 0
 Section 091

 
	
  

 	
  

 	
  

 
	
 Specific
 Fuel Consumption

 	
  

 	
 Chapter 0
 Section 092

 
	
  

 	
  

 	
  

 
	
 Gross Cargo
 Tank Capacity

 	
  

 	
 Chapter 0
 Section 093

 

 Chapter 0 Section 015

 
	
  

 	
  

 	
  

 
	
 Boil- Off
 Rate

 	
  

 	
 Chapter 0
 Section 094

 

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

 
	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Chapter 0
 Section 012

 

 Chapter 0 Section 041

 

 Chapter 0 Section 095

 






29 of 65









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 iii)

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

 
	
  

 	
  

 
	
 iv)

 	
 Schedule of
 Payments due to Price Adjustments:

 
	
  

 	
  

 
	
  

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

 



30 of 65






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 65





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 65





ARTICLE XI BANK GUARANTEE


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


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


33 of 65






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 65






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:

 






35 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

 	
 Explosion,
 collapse and underground hazard coverage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 vi)

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

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 vii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

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

 






36 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 






	
  

 	
  

 
	
 (c)

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

 


37 of 65







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 65







	
  

 	
  

 
	
  

 	
 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 Article XIV exclude and negate any
 warrantee, express or implied (including any implied warranty of
 merchantability or fitness for

 


39 of 65







	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 (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.

 


40 of 65







	
  

 	
  

 
	
 (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 65






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 equipment specifications is commenced. Buyer or its
 agent shall give Builder notice of approval or disapproval of such drawings
 and 

 


42 of 65









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (e)

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

 


43 of 65







	
  

 	
  

 
	
 (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 65







ARTICLE XVI INSPECTION


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

 	
 At a minimum, for the period from one month before steel cutting
 until one month after Delivery, Builder shall provide to Buyer, at no
 additional cost, in a location that permits safe, secure and reasonable access to work areas, suitably lighted, heated and air
 conditioned facilities, including but not limited to:

 




	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office space for up to 12 persons, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 four (4) private telephone lines, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one (1) private facsimile telephone line, 

 


45 of 65







	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 telephone handsets, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 facsimile machine, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 file cabinets, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 desks, chairs, drawing tables, etc. 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office cleaning services, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 clean boiler suit service, hardhats, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 sanitation facilities, changing rooms, 

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 The Builder shall also arrange for the Buyer, or its Representative,
 to have free access to the drawing offices and workshops of subcontractors
 and suppliers engaged by the Builder. All salaries and personal expenses of
 said Representative, or others employed by the Buyer, shall be for the
 Buyer’s account. International and long

 



46 of 65







	
  

 	
  

 	
  

 
	
  

 	
 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 65






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
 deficiencies and/or failures shall be made in accordance with the terms of
 this Article XVII. 

 



48 of 65









	
  

 	
  

 
	
 (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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 



49 of 65








	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 65






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 65





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 65





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 65





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
 compensation or reimbursement to Builder whatsoever for any service performed
 after the date of such violation.

 


54 of 65









	
  

 	
  

 
	
 (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 65





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. 

 
	
  

 	
  

 
	
  

 	
 Builder
 represents and warrants that each of its subcontractors, vendors and
 employees involved in the construction of Vessel or that have access to
 confidential

 



56 of 65








	
  

 	
  

 
	
  

 	
 technical information, as designated by Buyer, shall be
 obligated to Builder as set forth in this Article. 

 



57 of 65








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 pursuant to the agreement between the Builder, the
Buyer and the Charterer of even date herewith and/or Buyer’s Lenders
or Financiers as part of financing the acquisition cost of the Vessel
requires Assignment or Novation, Builder and Buyer in good faith
agree to enter promptly into a Tri-partite Agreement in a form of
Appendix C and/or the Form of Appendix E attached hereto with such
Party regulating the responsibilities and right of the respective
parties.

 
	
  

 	
  

 
	
 (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. 

 


58 of 65









	
  

 	
  

 
	
 (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 65





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. 

 
	
  

 	
  

 
	
 (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

 


60 of 65








	
  

 	
  

 
	
  

 	
 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 65






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
 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 

 


62 of 65







	
  

 	
  

 
	
  

 	
 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 65






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, Kyungnarn, Korea 656-800 


	
  

 	
  

 
	
 Telefax:

 	
 82-55-630-5135 (Design
 Department)

 
	
  

 	
 82-55-630-3950 (CS Group)

 



To the Buyer, at: 


GAS-eight Ltd

c/o GasLog Monaco SAM 

Gildo Pastor Center 

7, rue du Gabian 

MC 98000 Monaco 


	
  

 	
  

 
	
 Attention:

 	
 Mr. Jan E. Petersen

 



Telefax: +377 97975124
Telephone: +377 97975115


Copy to: 


Ceres LNG Services Ltd



69 Akti Miaouli

Piraeus 18537, Greece 


	
  

 	
  

 
	
 Attention:

 	
 Mr. Theodoros Katemidis (Technical Matters)

 



Telefax: +30 210 4591251
Telephone: +30 210 4591967


64 of 65






ARTICLE XXVII EFFECTIVE DATE


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


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


	
  
 	
  
 	
  
 
	
 For the
 Builder:
 	
 Samsung
 Heavy Industries Co., Ltd.
 
	
  
 	
 /s/ I.S. Roh

	
  
 	

 
 
	
  
 	
 By:
 	
  
 
	
  
 	
 Title:
 	
  
 
	
  
 	
  
 	
  
 
	
 For the
 Buyer:
 	
 GAS-eight Ltd.
 
	
  
 	
 /s/ Peter Livanos

	
  
 	

 
 
	
  
 	
 By:
 	
  
 
	
  
 	
 Title:
 	
  
 


65 of 65





SCHEDULE 1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Installment

 	
  

 	
 Percent of 

 Purchase Price

 	
  

 	
 Initiating Event

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 First

 	
  

 	
 ***** of contract price

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Second

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Third

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourth

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Final

 	
  

 	
 ***** ± any adjustments

 	
  

 	
 Delivery of
 the Vessel

 


1








APPENDIX A: FORM OF LETTER OF GUARANTEE


IRREVOCABLE INSTALLMENT PAYMENT


LETTER OF GUARANTEE


[STATIONARY OF GUARANTOR BANK]


_______________, 2011


[Name of Buyer] 


Gentlemen:


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


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


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


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


2






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


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


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


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


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


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


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


3






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


Very truly
yours,


4






APPENDIX B: PROTOCOL OF DELIVERY AND ACCEPTANCE 


PROTOCOL OF DELIVERY AND ACCEPTANCE 


KNOW ALL MEN BY THESE PRESENTS:


That the undersigned, ____________________, _____
(“the Builder”) does hereby deliver at _____ hours (_____ time) on
__________, 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-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter
 called the “Builder”); and

 
	
  

 	
  

 
	
 2)

 	
                                                   (hereinafter
 called “the Original Buyer”); and

 
	
  

 	
  

 
	
 3)

 	
                                                   ,
 (hereinafter called “the New Buyer”). 

 
	
  

 	
  

 
	
 WHEREAS:

 
	
  

 	
  

 
	
 A.

 	
 By a Shipbuilding Contract dated xxxx made between the Builder and
 the Original Buyer, as the same may be amended for time to time, (the
 “Building Contract”), the Builder agreed to build and deliver to the Original
 Buyer an Liquefied Natural Gas Carrier to be known during construction as
 Hull No. 2042 upon the terms contained therein.

 
	
  

 	
  

 
	
 B.

 	
 The Hull No. 2042 (the “Vessel”) which expression shall include,
 where appropriate, every part thereof and all appurtenances and components
 from time to time appropriated or intended for the Vessel is to be constructed
 in the Builder’s yard in accordance with the Building Contract and the
 Specifications.

 
	
  

 	
  

 
	
 C.

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

 
	
  

 	
  

 
	
 D.

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

 
	
  

 	
  

 
	
 E.

 	
 This
 Agreement is supplemental to the Building Contract

 


6









	
  

 	
  

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

 
	
  

 	
  

 
	
 1.

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

 
	
  

 	
  

 
	
 2.

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

 
	
  

 	
  

 
	
 3.

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

 
	
  

 	
  

 
	
 4.

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

 
	
  

 	
  

 
	
 5.

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

 
	
  

 	
  

 
	
 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

 


7









	
  

 	
  

 
	
  

 	
 respect of anything done or omitted to be done
 under or in connection therewith but without prejudice to the rights of the
 New Buyer and the Builder against each other in respect of any such
 liabilities, obligation, claims and demands.

 
	
  

 	
  

 
	
 7.

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

 
	
  

 	
  

 
	
 8.

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 For the Original Buyer:

 
	
  

 	
 (ii)

 	
 For the New
 Buyer:

 
	
  

 	
 (iii)

 	
 For the
 Builder

 


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:-

 	
  

 	
  

 


8









	
  

 	
  

 	
  

 
	
 Signed by

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 for and on
 behalf of:-

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 in the presence of:-

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Signed by:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 for and on
 behalf of:-

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 in the presence of:-

 	
  

 	
  

 


9






APPENDIX D: FORM OF PERFORMANCE GUARANTEE


Samsung Heavy
Industries Co., Ltd,

34th Floor, Samsung Life Insurance Seocho Tower

1321-15, Seocho-dung, Seocho-Gu, 

Seoul, Republic of Korea 137-857



In consideration of the shipbuilding Contract dated 26 June 2011 (the
“Contract”) between you and GAS-eight Ltd. (hereinafter called the “BUYER”), for
the construction of a 154,800 Cubic Meter LNG Carrier having your Hull No.2042
(hereinafter called the “VESSEL”) providing among other things for payment of
the Contract Price amounting to United States Dollars *****;


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


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


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


	
  

 
	
 SIGNED FOR AND ON BEHALF OF
GUARANTOR:

 
	
 BY:

 
	
 TITLE :

 
	
 WITNESS :

 



10








APPENDIX E: FORM OF MULTI-PARTY AGREEMENT


DATED
[               ]
20[Ÿ]


 [SECURITY TRUSTEE]


AND


GAS-EIGHT LTD.]


AND


SAMSUNG HEAVY INDUSTRIES CO., LTD


AND


 [                                                  ]





MULTIPARTY AGREEMENT


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





11






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


Between:-


	
  

 	
  

 
	
 (1)

 	
  [NAME OF BUYER’S LENDERS’ SECURITY TRUSTEE],
 a company incorporated in [Ÿ], acting for the
 purposes of this Agreement through its office at [Ÿ] (the “Security Trustee”);

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 (4)

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

 
	
  

 	
  

 
	
 (the
 “Parties”).

 
	
  

 	
  

 
	
 WHEREAS

 
	
  

 	
  

 
	
 (A)

 	
 The
 Buyer and the Builder have entered into a shipbuilding contract dated [Ÿ] (as amended hereby and as it may be
 further amended and/or supplemented from time to time, the “Shipbuilding Contract”) for the construction and sale by the
 Builder and the purchase by the Buyer of a 154,800 cbm LNG Carrier with the
 Builder’s Hull No [Ÿ] (the “Vessel”).

 
	
  

 	
  

 
	
 (B)

 	
 By an agreement dated [Ÿ] (the “Loan Agreement”) and made between (inter
 alios) (1) the Buyer, (2) the banks and financial institutions listed therein
 as lenders and/or swap providers (the “Finance Parties”) and (3) the Security
 Trustee as facility agent and as security trustee, the Finance Parties agreed
 to advance by way of loan to the Buyer, upon the terms and conditions therein
 contained, a sum not exceeding [Ÿ].

 
	
  

 	
  

 
	
 (C)

 	
 The
 Buyer, the Builder and the Charterer are party to a Step-In Agreement dated [Ÿ] (the “Step-in Agreement”) which gives effect to certain rights of the Charterer and certain
 obligations of the Buyer under a Master Agreement dated [Ÿ] made between the Buyer as owner and the
 Charterer as charterer providing,
 inter alia, for the 

 


12









	
  

 	
  

 
	
  

 	
 chartering of the Vessel by the Buyer to the Charterer
 pursuant to the Charter (the “Master Agreement”).

 
	
  

 	
  

 
	
 (D)

 	
 Pursuant
 to the Loan Agreement, the Buyer has agreed, inter alia, to assign its rights
 under the Shipbuilding Contract and the Refund Guarantee (as defined below)
 to the Security Trustee as security trustee for the Finance Parties by way of
 security for the Secured Liabilities (as defined below).

 
	
  

 	
  

 
	
 (E)

 	
 Pursuant
 to the Master Agreement it is a condition precedent to such assignment by the
 Buyer that the Security Trustee would enter into this Agreement.

 
	
  

 	
  

 
	
 NOW THEREFORE the Security Trustee, the Builder, the Buyer and the Charterer hereby
 agree as follows:

 
	
  

 	
  

 
	
 1.

 	
 Definitions and
 Interpretation

 
	
  

 	
  

 
	
 1.1

 	
 Expressions defined in the Shipbuilding Contract shall, unless
 otherwise expressly provided herein or the context otherwise requires, have the same
 meanings when used in this Agreement.

 
	
  

 	
  

 
	
 1.2

 	
 In this Agreement, the following expressions shall have the following
 meanings:

 
	
  

 	
  

 
	
  

 	
 “Charter” means the maiden voyage charter of the Vessel and
 the time charter of the Vessel both entered or to be entered into between the
 Buyer and the Charterer pursuant to the Master Agreement.

 
	
  

 	
  

 
	
  

 	
 “Encumbrance” means any mortgage, charge, (whether fixed or
 floating), pledge, lien, hypothecation, assignment, trust arrangement or
 security interest or other encumbrance of any kind securing any obligation of
 any person or having the effect of conferring security or any type of
 preferential arrangement (including, without limitation, title transfer
 and/or retention arrangements having a similar effect).

 
	
  

 	
  

 
	
  

 	
 “Novation Agreement” means the novation agreement in respect
 of the Shipbuilding Contract to be entered into by the Builder, the Buyer and
 the Charterer pursuant to Clause 4.1 or Clause 4.3, as may be
 applicable.

 
	
  

 	
  

 
	
  

 	
 “Permitted Encumbrance”
 means:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the assignment of the Buyer’s rights, title, interest and benefits in
 the Shipbuilding Contract and the Refund Guarantee to the Security Trustee
 pursuant to the Pre-Delivery Security Assignment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any lien for taxes of any kind either not yet assessed or, if
 assessed, not yet due and payable or being contested in good faith by
 appropriate proceedings; and

 
	
  

 	
  

 	
  

 



13









	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any encumbrance arising out of claims, judgments or awards against
 the Buyer which are being contested in good faith or which are the subject of
 a pending appeal and for which there shall have been granted a stay of
 execution pending such appeal.

 
	
  

 	
  

 	
  

 
	
  

 	
 “Pre-Delivery Security Assignment” means the assignment to be
 entered into by the Buyer and the Security Trustee in the form of Exhibit A
 to this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 “Refund Guarantee” means the refund guarantee dated [Ÿ]
 issued by the Refund Guarantor relating to the Vessel.

 
	
  

 	
  

 	
  

 
	
  

 	
 “Refund Guarantor” means [Ÿ] of [Ÿ].

 
	
  

 	
  

 	
  

 
	
 1.3

 	
 In this Agreement, unless otherwise specified or the context requires
 otherwise:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Words denoting the plural number include the singular and vice versa.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Words denoting persons include corporations, partnerships,
 associations of persons (whether incorporated or not) or governmental or
 quasi-governmental bodies or authorities and vice versa.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 References to Recitals, Clauses and Exhibits are references to
 recitals and clauses of, and the exhibits to, this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The headings and contents page are for the purpose of reference only,
 have no legal or other significance, and shall be ignored in the
 interpretation of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 References to any document are, unless the context otherwise
 requires, references to those documents as amended, supplemented, novated or
 replaced from time to time.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 References
 to statutes or provisions of statutes are references to those statutes, or
 those provisions, as from time to time amended, replaced or re-enacted.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 References to the Security Trustee, the Finance Parties, the Builder,
 Buyer or Charterer include their respective successors, transferees and
 assignees.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 References to the “Parties” shall be references to the
 Security Trustee, the Builder, the Buyer and the Charterer.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 A reference to a “Party” shall be a reference to
 the Security Trustee, the Builder, the Buyer or the Charterer, as applicable.

 
	
  

 	
  

 	
  

 
	
 1.4

 	
 This Agreement forms part of the trust property which pursuant to the
 Loan Agreement the
 Security Trustee holds on trust for [itself and] the Finance Parties.

 
	
  

 	
  

 	
  

 
	
 1.5

 	
 As between the Buyer, the Charterer and the Builder, the terms of
 this Agreement shall supersede and replace the terms of the Step-In Agreement in all
 respects.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Consent to Pre-Delivery Security Assignment

 


14









	
  

 	
  

 	
  

 
	
 2.1

 	
 The Charterer and Builder hereby consent to the assignment by the
 Buyer in favour of the Security Trustee of the Buyer’s rights under the Shipbuilding
 Contract and the Refund Guarantee pursuant to the Pre-Delivery Security
 Assignment.

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 Simultaneously with the execution of this Agreement, the Buyer and
 the Security Trustee shall enter into the Pre-Delivery Security Assignment and the Buyer
 shall sign and date and give notice of assignment to the Builder and the
 Charterer in the respective forms contained in [schedules/exhibits][Ÿ] and [Ÿ] to the Pre-Delivery Security Assignment, and the Builder and the
 Charterer shall sign and deliver to the Security Trustee their respective
 acknowledgements of such notices of assignment in the respective forms
 contained [schedules/exhibits] [Ÿ] and [Ÿ] to the Pre-Delivery Security
 Assignment. 

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 If the security constituted by the Pre-Delivery Security Assignment
 is released and discharged, the Security Trustee shall promptly notify the
 other Parties in writing of such release and discharge and thereafter the
 Security Trustee shall have no further rights or obligations under this
 Agreement and all the references to the Security Trustee shall be
 disregarded. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Restrictions on the Buyer 

 
	
  

 	
  

 	
  

 
	
 3.1

 	
 The Buyer and the Charterer hereby give notice to the Builder and the
 Security Trustee, and the Builder and the Security Trustee hereby each
 acknowledge, that pursuant to the Master Agreement the Buyer has agreed that
 it shall not, except with the prior consent of the Charterer:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 except by way of assignment in favour of the Security Trustee
 pursuant to the Pre-Delivery Security Assignment, transfer, novate or assign
 or agree to transfer, novate or assign any of its rights or obligations under
 the Shipbuilding Contract or the Refund Guarantee other than to the
 Charterer; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 except for a Permitted Encumbrance, place or permit to exist any
 Encumbrance on the Shipbuilding Contract or the Refund Guarantee or on any of
 the Buyer’s rights thereunder; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 release the Builder from any of its duties and liabilities under the
 Shipbuilding Contract or waive any breach of any of the said duties and
 liabilities or consent to any such act or omission of the Builder which would
 otherwise constitute such a breach; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 waive any right of the Buyer under the Shipbuilding Contract or agree
 to any concessions being made to the Builder under the Shipbuilding Contract
 (including, without limitation permission for the Builder to perform any
 building work at the Builder’s factories in China); or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 amend or vary the Shipbuilding Contract or the Specifications; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 agree to defer the remedy of any defect or deficiency in the Vessel
 until after delivery of the Vessel under the Shipbuilding Contract; provided,
 however, that the foregoing shall not prevent the Buyer from agreeing on the
 deferral of the remedy of any defects or deficiencies which are minor or
 insubstantial; or

 


15









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 except upon giving the Charterer prior written notice as required
 under the Master Agreement: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 consent or agree to the cancellation, rescission or other termination
 of the Shipbuilding
 Contract; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 exercise or permit or suffer to be exercised any right which the
 Buyer may
 have to cancel, rescind or otherwise terminate the Shipbuilding Contract or
 claim that the Shipbuilding Contract has become frustrated or exercise any
 rights or remedies upon the occurrence of a Builder default under the
 Shipbuilding Contract or the occurrence of any event entitling the Buyer to
 terminate the Shipbuilding Contract; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 fail to exercise any right or take any action that would prevent such cancellation, rescission or other
 termination; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 exercise or permit or suffer to be exercised any right which the
 Buyer may have to postpone or advance the time for delivery of the Vessel
 under the Shipbuilding Contract; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 consent to any assignment or transfer by the Builder of any of its
 rights or obligations under the Shipbuilding Contract; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 agree to any amendment of or variation to the Refund Guarantee; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 release the Refund Guarantor from any of its duties and liabilities
 under the Refund Guarantee or waive any breach of any of the said duties and
 liabilities or consent to any such act or omission of a guarantor which would
 otherwise constitute such a breach. 

 




	
  

 	
  

 	
  

 
	
 3.2

 	
 As between the Buyer and the Charterer, the provisions of Clause 3.1
 take effect subject to the provisions of the Master Agreement, provided that,
 where the Charterer’s consent is required as referred to in Clause 3.1:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 neither the Builder nor the Security Trustee shall be bound to
 enquire whether the conditions of the Master Agreement which are applicable
 to the giving or withholding of such consent by the Charterer, or which
 provide for the deemed giving of such consent by the Charterer, have or have
 not been satisfied; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 neither the Builder nor the Security Trustee shall be entitled to
 assume that the Buyer has obtained such consent of the Charterer, or that
 such consent is deemed to have been given by the Charterer, unless the
 Charterer has confirmed this in writing to it. 

 
	
  

 	
  

 	
  

 
	
 3.3

 	
 The Charterer confirms that at the date of this Agreement it has not
 received any notice of any assignment or transfer by the Buyer of any of its
 rights or obligations under the Shipbuilding Contract or the Refund
 Guarantee, other than in favour of the Security Trustee pursuant to the
 Pre-Delivery Security Assignment.

 
	
  

 	
  

 
	
 3.4

 	
 The provisions of Clause 3.1 are in addition to and without prejudice
 to the provisions of the notices of assignment in respect of the Pre-Delivery
 Security Assignment referred to in Clause 2.2. As between the Buyer and the
 Security Trustee,

 





16









	
  

 	
  

 	
  

 
	
  

 	
 the provisions of such notices of assignment take effect
 subject to the provisions of the Pre-Delivery Security Assignment, provided that,
 where the Security Trustee’s consent is required for any matter as referred
 to in the notices of assignment:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 neither the Builder nor the Charterer shall be bound to enquire
 whether the conditions of the Pre-Delivery Security Assignment which are
 applicable to the giving or withholding of such consent by the Security
 Trustee[, or which provide for the deemed giving of such consent by the
 Security Trustee,] have or have not been satisfied; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 neither the Builder nor the Charterer shall be entitled to assume
 that the Buyer has obtained such consent of the Security Trustee[, or that
 such consent is deemed to have been given by the Security Trustee,] unless
 the Security Trustee has confirmed this in writing to it.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Charterer’s and Security Trustee’s right to
 cure Buyer’s defaults and Charterer’s right to require novation of the
 Shipbuilding Contract 

 
	
  

 	
  

 
	
 4.1

 	
 The Builder shall not exercise any option or right it may have under
 the Shipbuilding Contract or at law to cancel, rescind or otherwise terminate
 the Shipbuilding Contract, nor accept any purported cancellation, rescission
 or termination of the Shipbuilding Contract by the Buyer or any claim by the
 Buyer that the Shipbuilding Contract has become frustrated, nor otherwise
 treat the Shipbuilding Contract as having been repudiated by the Buyer
 unless:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 where such option or right arises by reason of any default of the
 Buyer under the Shipbuilding Contract, the Builder has promptly notified the
 Charterer and the Security Trustee in writing of such default and has given
 each of them the option, to be exercised by it within [30] days after receipt
 of such notice, of remedying the default; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in any case, the Builder has promptly notified the Charterer and the
 Security Trustee that such option or right it may have under the Shipbuilding
 Contract or at law to cancel, rescind or otherwise terminate the Shipbuilding
 Contract or otherwise to treat the Shipbuilding Contract as having been
 repudiated by the Buyer has arisen, or that the Buyer has purported to
 cancel, rescind or terminate the Shipbuilding Contract or claim that the
 Shipbuilding Contract has become frustrated, and the Builder has given the
 Charterer the option, to be exercised by it within [30] days after receipt of
 such notice, of requiring the Shipbuilding Contract to be novated from the
 Buyer to the Charterer or to such party as it may nominate. 

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 The Security Trustee shall not be bound to exercise the option
 conferred upon it referred to in Clause 4.1(a) and the Charterer shall not be
 bound to exercise either of the options conferred upon it referred to in
 Clauses 4.1(a) and Clause 4.1(b), and, unless and until the Shipbuilding
 Contract shall have been novated to the Charterer or its nominee in
 accordance with the Novation Agreement, the Buyer shall remain liable to perform all the
 obligations assumed by it under the Shipbuilding Contract and neither the
 Charterer nor the Security Trustee shall be under any obligation of any kind
 whatsoever in relation thereto or be under any liability whatsoever in the
 event of any failure by the Buyer to perform its obligations under the
 Shipbuilding Contract.

 


17









	
  

 	
  

 
	
 4.3

 	
 In addition to and with prejudice to the provisions of Clauses 4.1
 and 4.2, the Buyer and the Charterer hereby notify the Builder and the
 Security Trustee that, pursuant to the Master Agreement, the Charterer has
 the right, in the circumstances specified in the Master Agreement, to require the Buyer to novate the
 Shipbuilding Contract to the Charterer or its nominee. Neither the Builder
 nor the Security Trustee shall be concerned to enquire whether the Charterer
 is entitled to exercise such right, and, as between the Builder and the
 Security Trustee on the one hand and the Buyer and the Charterer on the other
 hand, the exercise by the Charterer of such right shall be deemed to be
 conclusive of its entitlement to do so and that the right has been validly
 exercised in accordance with the Master Agreement. 

 
	
  

 	
  

 
	
 4.4

 	
 The provisions of this Clause 4.4 are solely for the benefit of the
 Security Trustee and the Charterer. The Charterer and the Security Trustee
 each undertake to the other of them that it shall within [14] days after
 receipt of a notice from the Builder under Clause 4.1(a) of a default by the
 Buyer notify the other of them whether it will exercise the option under that
 Clause to remedy the Buyer’s default and, if so, specifying in reasonable
 detail the action that it proposes to take for such purpose. Where each of
 the Security Trustee and the Charterer notify the other of them within such
 period of [14] days that it will exercise that option, then the
 [Charterer’s][Security Trustee’s notice] shall prevail. Where either of those
 Parties fails to notify the other of them within such period of [14] days
 that it will exercise such option, it shall be deemed to have waived such
 option with respect to the default in question. The Builder shall be entitled
 to assume that whichever, if any, of the Charterer and the Security Trustee
 exercises the option to remedy a Buyer’s default is entitled to do so. 

 
	
  

 	
  

 
	
 4.5

 	
 If the Charterer wishes to exercise the option or right to require
 the Shipbuilding Contract to be novated to it or its nominee in accordance
 with Clauses 4.1 or 4.3, the Charterer shall give notice in writing to the
 Builder, the Security Trustee and the Buyer specifying that it is exercising
 that option or right and, where the Charterer requires the Shipbuilding
 Contract to be novated to its nominee, the Charterer shall additionally
 specify the name, place of incorporation and registered office (and, if
 different, the principal place of business) of the nominee. It is a condition
 of the Charterer’s nomination of a nominee that the Charterer shall execute
 and deliver to the Builder a guarantee of the nominee’s obligations under the
 Shipbuilding Contract as novated to the nominee substantially in the terms,
 mutatis mutandis, of the Performance Guarantee attached to the Shipbuilding
 Contract as Appendix [Ÿ]. 

 
	
  

 	
  

 
	
 4.6

 	
 It is a further condition of the Charterer’s exercise of the option
 or right to require the Shipbuilding Contract to be novated to it or its
 nominee in accordance with Clause 4.1 or 4.3, that, unless the security
 constituted by the Pre-Delivery Security Assignment has been previously
 released and discharged and the Security Trustee has so notified the other
 Parties in accordance with Clause 2.3, upon the execution by the Builder, the
 Buyer and the Charterer of the Novation Agreement as provided in Clause 4.7
 below, the Charterer shall pay to the Security Trustee or as it may direct
 the aggregate amount which the Charterer is obliged to pay to the Buyer under
 clause 4.9.4(b) of the Master Agreement with respect to the Vessel. Upon
 receipt of such amount, the Security Trustee shall forthwith release and discharge
 the security constituted by the Pre-Delivery Security Assignment and shall
 simultaneously notify the Builder, the Refund Guarantor, the Charterer, and
 the Buyer in writing of such release and discharge.

 
	
  

 	
  

 
	
 4.7

 	
 Unless otherwise agreed between, inter alios, the Parties hereto: 

 


18









	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 promptly upon receipt of such notice from the Charterer under Clause
 4.5, the Builder
 and the Buyer shall enter into the Novation Agreement substantially in the
 terms of Exhibit 1 to this Agreement with the Charterer or its nominee, as
 may be applicable; and 

 




	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 subject to that Party having received from the Security Trustee the
 written notification
 of the release and discharge by it of the Pre-Delivery Security Assignment
 referred to in Clause 4.6:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Builder and the Buyer shall promptly take such action as the
 Charterer or its nominee may require to perfect the assignment of the Refund
 Guarantee contained in the Novation Agreement;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Builder shall release and return to the Buyer any guarantee given
 to the Builder of the Buyer’s obligations under the Shipbuilding Contract;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the Builder and the Buyer shall each sign, perfect, do, execute and
 register all such further assurances, documents, acts and things as the Charterer
 or its nominee may require to give effect to the novation of the Shipbuilding
 Contract contained in the Novation Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 4.8

 	
 As between the Builder on the one hand and the Buyer and the
 Charterer on the other hand, the Buyer and the Charterer shall be jointly and
 severally liable to the Builder for any reasonable legal and other costs and
 expenses which the Builder may be obliged to incur in order to give effect to
 the novation of the Shipbuilding Contract.

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Amendment of Shipbuilding Contract

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Builder and the Buyer agree that, to the extent that they are
 inconsistent with the terms of the Shipbuilding Contract, the terms of this
 Agreement shall prevail and shall take effect as an amendment of the
 Shipbuilding Contract, but that otherwise, subject as amended by this
 Agreement, the Shipbuilding Contract shall continue in full force and effect
 and where necessary shall be read and construed as if the terms of this
 Agreement were inserted thereon by way of addition or substitution (as the
 case may be). 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Miscellaneous

 
	
  

 	
  

 	
  

 	
  

 
	
 6.1

 	
 The Charterer may assign or novate this Agreement, on notice to each
 of the other Parties, to any other [Ÿ] Affiliate which has substantially the same financial standing as the
 Charterer.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.2

 	
 This Agreement may be executed in any number of counterparts each of
 which shall be original but which shall together constitute the same
 instrument.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.3

 	
 A person who is not a
 party to this Agreement may not enforce, or otherwise have the benefit of,
 any provision of this Agreement under the Contracts (Rights of Third Parties)
 Act 1999 and, without limitation, no consent of any such person shall be
 required for the rescission or amendment of this Agreement, but this does not
 affect any right or remedy of a third party which exists or is available
 apart from that Act. Notwithstanding any other provision of this Agreement,
 whether express or implied, this Agreement shall not impose any obligations
 or liabilities on any party who is not

 



19









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a Party to this Agreement, including,
 without limitation, any party who may be an affiliate of a Party or any
 servant or agent of any Party.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.4

 	
 This Agreement does not
 constitute a partnership between any of the Parties, nor, unless expressly
 provided, does it make any Party the agent of another.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Notices

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Unless otherwise
 specified, all notices hereunder shall be made in writing and delivered personally or by registered mail,
 postage prepaid, or by cable, or facsimile to the Parties at the following
 respective addresses, unless changed by notice given to each of the
 other Parties duly given in accordance with this Clause 7:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 To the Builder at:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 To the Buyer at:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 To the Charterer at:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 To the Security Trustee at:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 



20









	
  

 	
  

 	
  

 
	
 8.

 	
 Governing
 Law and Arbitration

 
	
  

 	
  

 	
  

 
	
 8.1

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

 
	
  

 	
  

 	
  

 
	
 8.2

 	
 Should any dispute of
 any nature arise out of or in respect of this Agreement, its performance or
 interpretation or any breach of this Agreement, such dispute shall be settled
 by arbitration in London, England in accordance with the rules of the London
 Maritime Arbitrators Association (the “LMAA”), as modified by this Clause 8
 and otherwise in accordance with the provisions of the Laws of England
 without regard to its
 conflicts of law rules. The Party who desires arbitration of any such dispute
 shall give written notice to the other Parties. The notice shall describe the
 specific nature of the particular dispute. Such notice shall be sent by
 registered air mail and shall be addressed in the manner set forth in
 Clause 7. The applicable law of England on all matters at issue shall
 apply without regard to conflicts of law rules.

 






	
  

 	
  

 	
  

 
	
 8.3

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

 
	
  

 	
  

 	
  

 
	
 8.4

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 8.5

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

 
	
  

 	
  

 	
  

 
	
 8.6

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

 
	
  

 	
  

 	
  

 
	
 8.7

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

 


21





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


	
  

 	
  

 	
  

 
	
 Signed:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 GAS-EIGHT LTD.

 	
  

 	
 SAMSUNG HEAVY INDUSTRIES 

 
	
 By:

 	
  

 	
 CO., LTD

 
	
 Title:

 	
  

 	
 By:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 



 
	
 [                                        ]

 	
  

 	
  [SECURITY
 TRUSTEE]

 
	
 By:

 	
  

 	
 By:

 
	
 Title:

 	
  

 	
 Title:

 


22





Exhibit
1


Form
of Novation Agreement


NOVATION
AGREEMENT


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


	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 WHEREAS:

 
	
  

 	
  

 
	
 (A)

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

 
	
  

 	
  

 
	
 (B)

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

 




	
  

 	
  

 
	
 NOW IT IS HEREBY AGREED
 as follows: -

 
	
  

 	
  

 
	
 1.

 	
 This Agreement is
 supplemental to the Shipbuilding Contract and the Multiparty Agreement and
 shall be read and construed together with the Shipbuilding Contract

 



23








	
  

 	
  

 
	
  

 	
 and the
 Multiparty Agreement. Expressions defined in the Multiparty Agreement shall,
 unless otherwise expressly provided herein or the context otherwise requires,
 have the same meanings when used in this Agreement. The provisions of clause 6
 of the Multiparty Agreement shall be deemed to be incorporated into this
 Agreement.

 
	
  

 	
  

 
	
 2.

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

 
	
  

 	
  

 
	
 3.

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

 
	
  

 	
  

 
	
 3.1

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

 
	
  

 	
  

 
	
 3.2

 	
 all its rights and
 interest under the Refund Guarantee.

 
	
  

 	
  

 
	
 4.

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

 
	
  

 	
  

 
	
 5.

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

 


24









	
  

 	
  

 	
  

 
	
 6.

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

 
	
  

 	
  

 	
  

 
	
 7.

 	
 With effect on and from
 Effective Date:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Builder hereby
 releases and discharges Gaslog Ltd., of Bermuda,

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 8.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 [further amendments as
 applicable].

 




	
  

 	
  

 
	
 9.

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

 
	
  

 	
  

 
	
 10.

 	
 The Original Buyer
 represents and warrants to the New Buyer that[, other than by way of
 assignment to the Security Trustee pursuant to the Pre-Delivery Security
 Assignment,] it has not assigned or otherwise transferred or charged or
 otherwise encumbered the Shipbuilding Contract or any part of its rights or
 interests therein.

 
	
  

 	
  

 
	
 11.

 	
  

 



25









	
  

 	
  

 
	
 11.1

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

 
	
  

 	
  

 
	
 11.2

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

 
	
  

 	
  

 
	
 11.3

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

 
	
  

 	
  

 
	
 11.4

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

 




	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 11.5

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

 
	
  

 	
  

 	
  

 
	
 11.6

 	
 A judgment based upon
 the decision of the majority of the arbitrators or the sole arbitrator, as
 the case may be, may be entered in the appropriate court of any country

 



26









	
  

 	
  

 	
  

 
	
  

 	
 having jurisdiction of any Party. The arbitrator(s) shall also decide which
 Party, or the extent to which each Party, shall pay costs of arbitration.

 
	
  

 	
  

 	
  

 
	
 11.7

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

 



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


	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 Samsung Heavy Industries Co.,

 	
 )

 
	
 Ltd,

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 the Republic of Korea

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
  

 	 

 
	
 the authority of the company

 	
  

 


27









	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 GAS-eight Ltd.

 	
 )

 
	
 a company incorporated in Bermuda

 	
 )

 
	
 by

 	
 )

 
	
 being a person who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, is acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 
	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 
	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 a company incorporated in

 	
 )

 
	
 [Ÿ]

 	
 )

 
	
 by

 	
 )

 
	
 and

 	
 )

 
	
 being [a] person[s] who, in

 	
 )

 
	
 accordance with the laws of that

 	
 )

 
	
 territory, [is] [are] acting under

 	
 )

 
	
 the authority of the company

 	
 )

 
	
  

 	 

 


28