Exhibit 10.16


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 2043


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-nine 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
(*****). 


Page 1 of 67





TABLE OF CONTENTS


	
  

 	
  

 
	
 PREAMBLE

 	
 4

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

 	
 5

 
	
 ARTICLE II GENERAL
 REQUIREMENTS

 	
 10

 
	
 ARTICLE III DIMENSIONS,
 DEADWEIGHT, SPEED, FUEL CONSUMPTION

 	
 13

 
	
 ARTICLE IV CLASS AND
 REGULATIONS

 	
 15

 
	
 ARTICLE V DELIVERY

 	
 17

 
	
 ARTICLE VI DISCHARGE OF
 LIENS

 	
 22

 
	
 ARTICLE VII PRICE, PAYMENT, REFUND, CURRENCY AND PAYMENTS

 	
 23

 
	
 ARTICLE VIII ADJUSTMENTS TO
 CONTRACT PRICE

 	
 28

 
	
 ARTICLE IX DEFAULT IN
 PAYMENT

 	
 32

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

 	
 33

 
	
 ARTICLE XI BANK GUARANTEE

 	
 34

 
	
 ARTICLE XII BUYER-FURNISHED EQUIPMENT

 	
 35

 
	
 ARTICLE XIII INSURANCE

 	
 36

 
	
 ARTICLE XIV BUILDER’S
 GUARANTEE

 	
 39

 
	
 ARTICLE XV ALTERATIONS AND
 APPROVALS

 	
 43

 
	
 ARTICLE XVI INSPECTION

 	
 46

 
	
 ARTICLE XVII TRIALS

 	
 49

 
	
 ARTICLE XVIII INDEPENDENT
 CONTRACTOR; SUBCONTRACTING

 	
 52

 
	
 ARTICLE XIX TAXES AND
 DUTIES

 	
 53

 
	
 ARTICLE XX GOVERNMENTAL APPROVALS AND LICENSES

 	
 54

 
	
 ARTICLE XXI LAWS AND
 PERMITS; CONFLICTS

 	
 55

 
	
 ARTICLE XXII INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 	
 57

 
	
 ARTICLE XXIII CONTRACTUAL
 RESPONSIBILITIES AND PROCEDURES; AUDIT RIGHTS

 	
 59

 
	
 ARTICLE XXIV CONTRACT AND AMENDMENTS; CONSTRUCTION

 	
 61

 
	
 ARTICLE XXV ARBITRATION

 	
 63

 
	
 ARTICLE XXVI NOTICES

 	
 65

 



Page 2 of 67








	
  

 	
  

 
	
 ARTICLE XXVII EFFECTIVE
 DATE

 	
 67

 
	
 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

 



Page 3 of 67






PREAMBLE


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


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


GAS-nine 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 11(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. 


Page 4 of 67





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

 


Page 5 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE
 Plan 

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 


Page 6 of 67









	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Reporting
 

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effectiveness
 of the HSSE Plan. 

 
	
  

 	
  

 	
 An
 overview of all accidents and near-miss events.

 
	
  

 	
  

 	
 Performance
 against HSSE targets.

 
	
  

 	
  

 	
 Total
 working hours for all personnel. 

 
	
  

 	
  

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

 
	
  

 	
  

 	
 A
 summary of the status of any remedial actions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 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 

 



Page 7 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 employees comply
 with, all applicable laws and regulations, approved and international
 standards and codes of practice and with all official guidance on HSSE
 matters, in each case as current from time to time during the term of this
 Contract. 

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 Working
 Conditions 

 
	
  

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

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 


Page 8 of 67









	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Right
 of Audit 

 
	
  

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

 
	
  

 	
  

 
	
 (j)

 	
 Remedies
 for HSSE Defaults 

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 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. 

 


Page 9 of 67





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. 2043, together with all machinery, materials, parts, supplies,
 equipment, appurtenances, and all other items necessary to and for the said
 construction, completion, delivery, and operation of the Vessel. 

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 Technical
 Specifications (hereinafter called “Specifications”) 

 
	
  

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

 
	
  

 	
  

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

 
	
  

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

 
	
  

 	
  

 
	
 Manufacturers
 List 

 
	
  

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

 






	
  

 	
  

 	
  

 
	
 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 Cargo Safety valve

 	
  

 	
 FUKUI

 
	
 Elevator

 	
  

 	
 HYUNDAI ELEVATOR

 
	
 HV Main and Cargo

 	
  

 	
 HYUNDAI H.I. or

 
	
 Distribution Transformer

 	
  

 	
 KOC ELECTRIC

 
	
 Centralized UPS

 	
  

 	
 POWERWARE Agent in Korea

 
	
 (POWERWARE)

 	
  

 	
  

 
	
 Integrated Navigation
 System

 	
  

 	
 FURUNO

 
	
 CCTV system

 	
  

 	
 SAMSUNG

 


Page 10 of 67









	
  

 	
  

 	
  

 
	
 System

 	
  

 	
 Manufacturer

 
	

 


 	
  

 	

 


 
	
 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.. 

 


Page 11 of 67









	
  

 	
  

 
	
 (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. 

 


Page 12 of 67






ARTICLE III DIMENSIONS, DEADWEIGHT, SPEED, FUEL
CONSUMPTION


	
  

 	
  

 
	
 (a)

 	
 The basic dimensions of the
 Vessel shall be: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Parameter

 	
  

 	
 Value

 	
  

 	
 Units

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Length, overall

 	
  

 	
 285

 	
  

 	
 meters

 
	
 Length, between
 perpendiculars

 	
  

 	
 274

 	
  

 	
 meters

 
	
 Breadth, moulded

 	
  

 	
 43.4

 	
  

 	
 meters

 
	
 Depth, moulded to upper
 deck at side

 	
  

 	
 26.0

 	
  

 	
 meters

 
	
 Design draft, moulded

 	
  

 	
 11.5

 	
  

 	
 meters

 
	
 Summer loaded draft,
 moulded

 	
  

 	
 12.1

 	
  

 	
 meters

 
	
 Scantling draft, moulded

 	
  

 	
 12.5

 	
  

 	
 meters

 
	
 Cargo Containment System

 	
  

 	
 GTT
 Mark-III Membrane

 
	
 Minimum Cargo tank capacity
 (100% at 20oC)

 	
  

 	
 154,800

 	
  

 	
 Cubic
 meters

 
	
 Boil Off Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic
 meters

 
	
 Air Draft above baseline
 with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement at design
 draft

 	
  

 	
 105,900

 	
  

 	
 Metric
 tons

 
	
 Displacement at summer
 draft

 	
  

 	
 112,200

 	
  

 	
 Metric
 tons

 






	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 


Page 13 of 67









	
  

 	
  

 
	
 (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. 

 


Page 14 of 67





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 SAL , 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

 


Page 15 of 67









	
  

 	
  

 
	
  

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

 


Page 16 of 67







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:

 


Page 17 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (e)

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

 


Page 18 of 67









	
  

 	
  

 	
  

 
	
 (f)

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

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 i)

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

 
	
  

 	
 ii)

 	
 If Buyer elects to exercise the option described in (g)(i) above, and
 if Delivery occurs more than 30 days prior to the Delivery Date, then Buyer
 agrees to pay Builder an early delivery charge of United States Dollars *****
 for each day in excess of 30 days that the Vessel is delivered early, up to a
 maximum of 60 days (if the Vessel is delivered 90 or more days early). This
 charge, if applicable, shall be included with other adjustments due with the
 Final Installment. In no event shall there be any charge for early delivery
 if the Vessel is delivered less than 31 days early.

 


Page 19 of 67









	
  

 	
  

 	
  

 
	
 (h)

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

 
	
  

 	
 i.)

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

 
	
  

 	
 ii.)

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

 
	
  

 	
 iii.)

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

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (i)

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

 
	
  

 	
 i.)

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

 
	
  

 	
 ii.)

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

 
	
  

 	
 iii.)

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

 
	
  

 	
 iv.)

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

 
	
  

 	
 v.)

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

 


Page 20 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 national) including any claim by the Guarantor by reason of its Letter of
 Guarantee under Article XI (as such terms are defined in such Article) as
 well as of all liabilities of the Builder to its subcontractors, employees
 and crew, and of all liabilities arising from the operation of the Vessel in
 trial runs, or otherwise, prior to delivery.

 
	
  

 	
 vii.)

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

 
	
  

 	
 viii.)

 	
 COMMERCIAL INVOICE

 
	
  

 	
 ix.)

 	
 Notarized and legalized BILL OF SALE

 
	
  

 	
 x.)

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

 






	
  

 	
  

 
	
 (j)

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

 
	
  

 	
  

 
	
 (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.

 


Page 21 of 67





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.


Page 22 of 67





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 accordance with Article XXVI, the Buyer shall remit by wire

 


Page 23 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 


Page 24 of 67









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Final Installment shall be adjusted as set forth below:

 
	
  

 	
  

 	
 A.

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

 
	
  

 	
  

 	
 B.

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

 
	
  

 	
  

 	
 C.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Default Interest and Others

 
	
  

 	
  

 	
 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,

 


Page 25 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 charges and expenses in accordance with Paragraph (b) of Article IX
 hereof.

 






	
  

 	
  

 
	
 (e)

 	
 Notice of Payment on or before Delivery:

 
	
  

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

 
	
  

 	
  

 
	
 (f)

 	
 Expenses:

 
	
  

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

 
	
  

 	
  

 
	
 (g)

 	
 Refund:

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 Any and all refunds made to the Buyer under this Article VII(g) shall
 be due and payable in United States Dollars. Throughout this Contract,
 whenever

 


Page 26 of 67









	
  

 	
  

 
	
  

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

 


Page 27 of 67





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 

 


Page 28 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 terminate and such payment shall forthwith discharge all obligations,
 duties and liabilities of each party hereto to the other under this Contract.

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Performance

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or
Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Design Service
Speed

 	
  

 	
 Min. 19.5 knots

 	
  

 	
 0.2 knots

 	
  

 	
 US$*****

 	
  

 	
 0.5 knots

 deficiency

 
	
  

 
	
 Specific Fuel
Consumption

 (each fuel mode)

 	
  

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

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
 Back-up fuel

 (MGO)

 	
  

 	
  

 	
  

 


Page 29 of 67









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or
Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 operation: 190
g/kWh

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Gross Cargo

 Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000 M3

 deficiency

 
	
  

 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
  

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 






	
  

 	
  

 	
  

 
	
 Notes

 	
  

 	
 Relevant Specification Section

 
	

 


 	
  

 	

 


 
	
 Design
 Service Speed

 	
  

 	
 Chapter 0
 Section 091

 
	
 
Specific
 Fuel Consumption

 	
  

 	
 
Chapter 0
 Section 092

 
	
 
Gross Cargo
 Tank Capacity

 	
  

 	
 
Chapter 0
 Section 093

 

 Chapter 0 Section 015

 
	
  

 	
  

 	
  

 
	
 Boil-Off
 Rate

 	
  

 	
 Chapter 0
 Section 094

 

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

 
	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Chapter 0
 Section 012

 

 Chapter 0 Section 041

 

 Chapter 0 Section 095

 






	
  

 	
  

 	
  

 
	
  

 	
  

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

 


Page 30 of 67









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “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.

 


Page 31 of 67







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.

 


Page 32 of 67





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.

 


Page 33 of 67





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.


Page 34 of 67





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.


Page 35 of 67





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.

 


Page 36 of 67









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

 	
 Explosion, collapse and
 underground hazard coverage

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vi)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 In the event that the
 Vessel shall be damaged from any insured cause other than the Builder’s
 default at any time before Delivery of the Vessel, and in the further event
 that such damage shall not constitute an actual or constructive

 


Page 37 of 67









	
  

 	
  

 	
  

 
	
  

 	
 total loss of the
 Vessel, the amount received in respect of the insurance shall be applied by
 the Builder in repair of such damage, satisfactory to the Classification
 Society and other concerned regulatory bodies, and the Buyer shall accept the
 Vessel under this Contract if completed in accordance with this Contract, the
 Specifications, and Plan, subject, however, to any applicable extension of
 Delivery time under Article V(d) hereof.

 
	
  

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

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

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

 


Page 38 of 67





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.

 


Page 39 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


Page 40 of 67









	
  

 	
  

 
	
  

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

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 


Page 41 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

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

 


Page 42 of 67





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 

 


Page 43 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


Page 44 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 


Page 45 of 67





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 

 


Page 46 of 67









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office space for up to
 12 persons,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 four (4) private
 telephone lines,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one (1) private
 facsimile telephone line,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 telephone handsets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 facsimile machine,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 file cabinets,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 desks, chairs, drawing
 tables, etc.

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 office cleaning
 services,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 clean boiler suit
 service, hardhats,

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 -

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

 
	
  

 	
  

 	
  

 
	
  

 	
 The Builder shall also
 provide apartments furnished to Western standards, in the Builder’s practice,
 for the Buyer’s Construction Manager and ten (10)

 


Page 47 of 67









	
  

 	
  

 
	
  

 	
 other Representatives
 at the Buyer’s expense. If the Buyer requests Builder to provide the Buyer
 with special furniture and facilities beyond the Builder’s practice, any
 additional costs there from, if any, shall be borne by the Buyer.

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (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.

 


Page 48 of 67





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 

 


Page 49 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (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

 


Page 50 of 67









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 by the Builder up to
 the date of Delivery at the Buyer’s original purchase prices.

 
	
  

 	
  

 	
  

 
	
 (g)

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

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

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

 
	
  

 	
 iii)

 	
 any such gases consumed
 during trials.

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 
	
  

 	
  

 	
  

 
	
 (h)

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

 


Page 51 of 67





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.

 


Page 52 of 67





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.


Page 53 of 67





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.

 


Page 54 of 67





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 

 


Page 55 of 67











	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (d)

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

 


Page 56 of 67





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

 


Page 57 of 67









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


Page 58 of 67





ARTICLE
XXIII CONTRACTUAL RESPONSIBILITIES AND
PROCEDURES; AUDIT RIGHTS


	
  

 	
  

 
	
 (a)

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

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


Page 59 of 67









	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 


Page 60 of 67





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.

 


Page 61 of 67









	
  

 	
  

 
	
 (h)

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

 


Page 62 of 67





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.

 


Page 63 of 67









	
  

 	
  

 
	
  

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

 


Page 64 of 67






ARTICLE
XXVI NOTICES


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


To the
Builder, at:


Samsung Heavy
Industries Co., Ltd.

34th Fl., Samsung Life Insurance Seocho Tower

1321-15 Seocho-Dong, Seocho-Gu,

Seoul Korea 137-955

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

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


Or preferably
to its Geoje Shipyard:


Samsung Heavy
Industries Co., Ltd 

Geoje Shipyard

530 Jangpyung-ri, shinyn-up

Geoje City, Kyungnam, Korea 656-800


	
  

 	
  

 
	
 Telefax:    

 	
 82-55-630-5135
 (Design Department)

 
	
  

 	
 82-55-630-3950
 (CS Group)

 



To the Buyer,
at:


	
  

 	
  

 
	
 GAS-nine 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

 



Page 65 of 67







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

 


Page 66 of 67















ARTICLE XXVII EFFECTIVE DATE


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


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


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

	
  
 	

 
 
	
  
 	
 By:
 	
  I.S. ROH
 
	
  
 	
 Title:
 	
  
 
	
  
 	
  
 	
  
 
	
 For the
 Buyer:
 	
 GAS-nine Ltd.
 
	
  
 	
 /s/ Peter Livanos

	
  
 	

 
 
	
  
 	
 By:
 	
  PETER LIVANOS
 
	
  
 	
 Title:
 	
  
 


Page 67 of 67





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.


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


2





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:


3






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


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


Very truly yours,


4





APPENDIX B: PROTOCOL OF
DELIVERY AND ACCEPTANCE


PROTOCOL OF DELIVERY AND ACCEPTANCE


KNOW ALL MEN BY THESE PRESENTS:


That the undersigned,
____________________, _____ (“the Builder”) does hereby deliver at _____ hours
(_____ time) on __________, 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. 2043 upon the terms
 contained therein.

 
	
  

 	
  

 
	
 B.

 	
 The Hull No. 2043 (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 

 


7









	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 7.

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

 
	
  

 	
  

 	
  

 
	
 8.

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 For the Original Buyer:

 
	
  

 	
 (ii)

 	
 For the New Buyer:

 
	
  

 	
 (iii)

 	
 For the Builder

 


8





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


Signed by:


for
and on behalf of:-


	
  

 	
  

 
	
 Samsung Heavy Industries 

 Co., Ltd.

 	
  

 
	
  

 	

 


 
	
  

 	
  

 
	
 in the presence of:-

 	
  

 
	
  

 	
  

 
	
 Signed
 by:

 	
  

 
	
  

 	
  

 
	
 for and on behalf of:-

 	
  

 
	
  

 	

 


 
	
  

 	
  

 
	
 in the
 presence of:-

 	
  

 
	
  

 	
  

 
	
 Signed
 by:

 	
  

 
	
  

 	
  

 
	
 for and on behalf of:-

 	
  

 
	
  

 	

 


 
	
  

 	
  

 
	
 in the
 presence of:-

 	
  

 


9





APPENDIX D: FORM OF PERFORMANCE GUARANTEE


Samsung Heavy Industries Co., Ltd,

34th Floor,
Samsung Life Insurance Seocho Tower

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


In consideration of the
shipbuilding Contract dated 3rd July 2011 (the “Contract”) between
you and GAS-nine Ltd. (hereinafter called the “BUYER”), for the construction of
a 154,800 Cubic Meter LNG Carrier having your Hull No.2043 (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-NINE 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-nine
 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:

 



13









	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 1.3

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 



14









	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
 1.4

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

 
	
  

 	
  

 	
  

 
	
 1.5

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

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Consent to Pre-Delivery Security Assignment

 
	
  

 	
  

 	
  

 
	
 2.1

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

 
	
  

 	
  

 	
  

 
	
 2.2

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

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 If the security constituted by the Pre-Delivery Security Assignment
 is released and discharged, the Security Trustee shall promptly notify the
 other Parties in writing of such release and discharge and thereafter the
 Security Trustee shall 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 

 



15









	
  

 	
  

 	
  

 	
  

 
	
 3.1

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 amend or vary the Shipbuilding Contract or the Specifications; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 exercise or permit or suffer to be exercised any right which the
 Buyer may
 have to cancel, rescind or otherwise terminate the Shipbuilding

 


16









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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

 





17









	
  

 	
  

 	
  

 
	
  

 	
 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, 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 

 



18









	
  

 	
  

 	
  

 
	
  

 	
 (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.

 




	
  

 	
  

 
	
 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 

 



19









	
  

 	
  

 
	
  

 	
 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

 



20









	
  

 	
  

 	
  

 
	
  

 	
 Refund Guarantor, the Charterer, and
 the Buyer in writing of such release and discharge.

 
	
  

 	
  

 
	
 4.7

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

 
	
  

 	
  

 
	
  

 	
 (a)

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

 




	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 4.8

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

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Amendment of Shipbuilding Contract

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Builder and the Buyer agree that, to the extent that they are
 inconsistent with the terms of the Shipbuilding Contract, the terms of this
 Agreement shall prevail and shall take effect as an amendment of the
 Shipbuilding Contract, but that otherwise, subject as amended by this
 Agreement, the Shipbuilding 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

 



21








	
  

 	
  

 	
  

 	
  

 
	
 6.1

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.2

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.3

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

 



	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
 6.4

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

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Notices

 
	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 To the Builder at:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 To the Buyer at:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 To the Charterer at:

 



22









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 To the Security Trustee at:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Facsimile:

 	
 xxxxxxxxxxxxxx

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone:

 	
 xxxxxxxxxxxxxx

 



23









	
  

 	
  

 	
  

 
	
 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 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.

 
	
  

 	
  

 	
  

 
	
 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

 



24









	
  

 	
  

 	
  

 
	
  

 	
 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.

 



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


	
  

 	
  

 	
  

 
	
 Signed:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 GAS-NINE LTD.

 	
  

 	
 SAMSUNG HEAVY INDUSTRIES 

 
	
 By:

 	
  

 	
 CO., LTD

 
	
 Title:

 	
  

 	
 By:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 



 
	
 [                                        ]

 	
  

 	
  [SECURITY
 TRUSTEE]

 
	
 By:

 	
  

 	
 By:

 
	
 Title:

 	
  

 	
 Title:

 


25





Exhibit
1


Form
of Novation Agreement


NOVATION
AGREEMENT


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


	
  

 	
  

 
	
 (1)

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

 
	
  

 	
  

 
	
 (2)

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

 
	
  

 	
  

 
	
 (3)

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

 
	
  

 	
  

 
	
 WHEREAS:

 
	
  

 	
  

 
	
 (A)

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

 
	
  

 	
  

 
	
 (B)

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

 




	
  

 	
  

 
	
 NOW IT IS HEREBY AGREED
 as follows: -

 
	
  

 	
  

 
	
 1.

 	
 This Agreement is
 supplemental to the Shipbuilding Contract and the Multiparty Agreement and
 shall be read and construed together with the Shipbuilding Contract and the
 Multiparty Agreement. Expressions defined in the Multiparty Agreement shall,
 unless otherwise expressly provided herein or the context otherwise requires,

 



26








	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 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.

 


27









	
  

 	
  

 	
  

 
	
 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.

 	
  

 




	
  

 	
  

 
	
 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

 




28









	
  

 	
  

 
	
  

 	
 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 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,

 




29








	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 )

 
	
  

 	 

 





	
  

 	
  

 
	
 SIGNED as a Deed

 	
 )

 
	
 on behalf of

 	
 )

 
	
 GAS-nine 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

 	
 )

 
	
  

 	 

 



30









	
  

 	
  

 
	
 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

 	
 )

 
	
  

 	 

 


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