Exhibit 10.8


SHIPBUILDING CONTRACT


FOR THE CONSTRUCTION OF A


154,800 Cubic Meter


LNG Carrier


Hull No. 1946


Between


Samsung Heavy Industries Co., Ltd.


AS “Builder”


AND


GAS-three Ltd.


AS “Buyer”


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


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TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
 PREAMBLE

 	
  

 	
 3

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

 	
  

 	
 4

 
	
 ARTICLE II GENERAL
 REQUIREMENTS

 	
  

 	
 9

 
	
 ARTICLE III DIMENSIONS,
 DEADWEIGHT, SPEED, FUEL CONSUMPTION

 	
  

 	
 12

 
	
 ARTICLE IV CLASS
 AND REGULATIONS

 	
  

 	
 14

 
	
 ARTICLE V DELIVERY

 	
  

 	
 16

 
	
 ARTICLE VI DISCHARGE
 OF LIENS

 	
  

 	
 21

 
	
 ARTICLE VII PRICE,
 PAYMENT, REFUND, CURRENCY AND PAYMENTS

 	
  

 	
 22

 
	
 ARTICLE VIII
 ADJUSTMENTS TO CONTRACT PRICE

 	
  

 	
 27

 
	
 ARTICLE IX DEFAULT
 IN PAYMENT

 	
  

 	
 30

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

 	
  

 	
 31

 
	
 ARTICLE XI BANK
 GUARANTEE

 	
  

 	
 32

 
	
 ARTICLE XII BUYER-FURNISHED
 EQUIPMENT

 	
  

 	
 33

 
	
 ARTICLE XIII
 INSURANCE

 	
  

 	
 34

 
	
 ARTICLE XIV BUILDER’S
 GUARANTEE

 	
  

 	
 37

 
	
 ARTICLE XV ALTERATIONS
 AND APPROVALS

 	
  

 	
 41

 
	
 ARTICLE XVI INSPECTION

 	
  

 	
 44

 
	
 ARTICLE XVII
 TRIALS

 	
  

 	
 47

 
	
 ARTICLE
 XVIII INDEPENDENT CONTRACTOR; SUBCONTRACTING

 	
  

 	
 50

 
	
 ARTICLE XIX TAXES
 AND DUTIES

 	
  

 	
 51

 
	
 ARTICLE XX GOVERNMENTAL
 APPROVALS AND LICENSES

 	
  

 	
 52

 
	
 ARTICLE XXI LAWS
 AND PERMITS; CONFLICTS

 	
  

 	
 53

 
	
 ARTICLE XXII
 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 	
  

 	
 55

 
	
 ARTICLE
 XXIII CONTRACTUAL RESPONSIBILITIES AND PROCEDURES; AUDIT RIGHTS

 	
  

 	
 57

 
	
 ARTICLE XXIV
 CONTRACT AND AMENDMENTS; CONSTRUCTION

 	
  

 	
 59

 
	
 ARTICLE XXV ARBITRATION

 	
  

 	
 61

 
	
 ARTICLE XXVI
 NOTICES

 	
  

 	
 63

 
	
 ARTICLE
 XXVII EFFECTIVE DATE

 	
  

 	
 65

 
	
 SCHEDULE 1

 	
  

 	
 1

 
	
 APPENDIX A:
 FORM OF LETTER OF GUARANTEE

 	
  

 	
 2

 
	
 APPENDIX B:
 PROTOCOL OF DELIVERY AND ACCEPTANCE

 	
  

 	
 5

 


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PREAMBLE


THIS CONTRACT (hereinafter called the “Contract”) made and entered into
on May 11, 2010, 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-three
Ltd. a corporation organized and existing under the
laws of Bermuda having the registered office at Clarendon House, 2 Church
Street, Hamilton HM 11, Bermuda (hereinafter called the “Buyer”), on the other
part; and taken together referred to as the “Parties”;


WITNESSETH


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


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


	
  

 	
  

 	
  

 
	
 (a)

 	
 HSSE Management System

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The Builder shall fulfill the requirements of the Specification.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Compatibility of HSSE Management Systems

 
	
  

 	
  

 
	
  

 	
 i)

 	
 The Builder’s HSSE management system shall, where relevant, be
 compatible with the Buyer’s HSSE management system. The Builder shall liaise
 with the authorized Representative to ensure that the roles and
 responsibilities in both

 


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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 HSSE Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 The Builder undertakes to submit progress drafts of the HS SE 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

 


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 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 HS SE Plan.

 
	
  

 	
  

 	
 An overview of all accidents and near-miss events.

 
	
  

 	
  

 	
 Performance against HS SE targets.

 
	
  

 	
  

 	
 Total working hours for all personnel.

 
	
  

 	
  

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

 
	
  

 	
  

 	
 A summary of the status of any remedial actions.

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Statutory and Other Requirements

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 


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 (f)

 	
 Working Conditions

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 Operational Health and Medical Fitness

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (h)

 	
 Waste disposal and Environmental Safeguards

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (i)

 	
 Right of Audit

 
	
  

 	
  

 
	
  

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

 


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 (j)

 	
 Remedies for HSSE Defaults 

 
	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 


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ARTICLE II GENERAL REQUIREMENTS


	
  

 	
  

 
	
 THE VESSEL

 
	
  

 
	
 (a)

 	
 The Builder
 shall, at the Shipyard, design, construct, launch, equip, supply, and in all
 respects complete so as to be ready for immediate operation, and deliver to
 the Buyer a 154,800 cubic meter LNG carrier, to be designated as Hull
 No.1946, 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

 


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 HV Main and
 Cargo Distribution Transformer

 	
  

 	
 HYUNDAI H.I.
 or KOC ELECTRIC

 
	
 Centralized
 UPS (POWERWARE)

 	
  

 	
 POWERWARE
 Agent in Korea

 
	
 Integrated
 Navigation System

 	
  

 	
 FURUNO

 
	
 CCTV system

 	
  

 	
 SAMSUNG

 
	
 Cargo
 Containment System

 	
  

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

 






	
  

 	
  

 
	
 Minutes of Meeting

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 


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 (d)

 	
 Shifting and Cargo Containment System Installation:

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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ARTICLE III DIMENSIONS, DEADWEIGHT, SPEED, FUEL
CONSUMPTION


	
  

 	
  

 
	
 (a)

 	
 The basic
 dimensions of the Vessel shall be:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Parameter

 	
  

 	
 Value

 	
  

 	
 Units

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Length,
 overall

 	
  

 	
 285

 	
  

 	
 meters

 
	
 Length,
 between perpendiculars

 	
  

 	
 274

 	
  

 	
 meters

 
	
 Breadth,
 moulded

 	
  

 	
 43.4

 	
  

 	
 meters

 
	
 Depth,
 moulded to upper deck at side

 	
  

 	
 26.0

 	
  

 	
 meters

 
	
 Design draft,
 moulded

 	
  

 	
 11.5

 	
  

 	
 meters

 
	
 Summer
 loaded draft, moulded

 	
  

 	
 12.1

 	
  

 	
 meters

 
	
 Scantling
 draft, moulded

 	
  

 	
 12.5

 	
  

 	
 meters

 
	
 Cargo
 Containment System

 	
  

 	
 GTT
 Mark-III

 	
  

 	
 Membrane

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

 	
  

 	
 154,800

 	
  

 	
 Cubic meters

 
	
 Boil Off
 Rate (full cargo)

 	
  

 	
 0.15

 	
  

 	
 Percent/day

 
	
 Ballast Tank
 Capacity

 	
  

 	
 53,500

 	
  

 	
 Cubic meters

 
	
 Air Draft
 above baseline with radar mast in lowered position

 	
  

 	
 50.0

 	
  

 	
 Meters

 
	
 Displacement
 at design draft

 	
  

 	
 105,900

 	
  

 	
 Metric tons

 
	
 Displacement
 at summer draft

 	
  

 	
 112,200

 	
  

 	
 Metric tons

 






	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (c)

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

 


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 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
  

 	
 Gas operation

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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ARTICLE IV CLASS AND REGULATIONS


	
  

 	
  

 
	
 (a)

 	
 The
 Vessel, including its machinery, equipment, and outfittings, shall be classed
 with the American Bureau of Shipping (hereinafter called the “Classification
 Society”), and shall be built to Class X Al, (E),
 Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG
 and minimum temperature -163°C), 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 AB S’ s “Summary of SOLAS, MARPOL,
 Load Line, AFS and BWM Requirements to be Complied with in 2007 and Beyond for
 All Ship Types - Oct 2009”).

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


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

 


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ARTICLE V DELIVERY


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 If,
 at any time, either the commencement of construction, construction or
 Delivery of the Vessel or any performance required hereunder as a
 prerequisite to the Delivery thereof is delayed by any of the following
 events: namely war, acts of state or government, blockade, revolution,
 insurrections, riots, strikes, sabotage, lockouts or other labor disturbances
 (excluding disturbances within the control of the Builder), Acts of God,
 plague or other epidemics, quarantines, prolonged failure or restriction of
 electric current,

 


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 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.

 
	
  

 	
  

 
	
  

 	
  

 
	
 (f)

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

 


17 of 65









	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
 (h)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 


18 of 65









	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 i.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 v.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vi.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 vii.)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 viii.)

 	
 COMMERCIAL INVOICE

 


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 ix.)

 	
 Notarized and legalized
 BILL OF SALE

 
	
  

 	
  

 	
  

 
	
  

 	
 x.)

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

 
	
  

 	
  

 	
  

 
	
 (j)

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (k)

 	
  

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

 


20 of 65





ARTICLE VI DISCHARGE OF LIENS


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


21 of 65






ARTICLE VII PRICE, PAYMENT, REFUND, 

CURRENCY AND PAYMENTS


	
  

 	
  

 	
  

 
	
 (a)

 	
 Contract
 Price:

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Currency:

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 Progress
 Payment:

 
	
  

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

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Method
 of Payment:

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 i)

 	
 First
 Installment

 
	
  

 	
  

 	
 Within
 five (5) Business Days after Buyer’s receipt of a photocopy of the Letter of
 Guarantee issued by the Guarantor under Article XI by facsimile, of which the
 

 


22 of 65









	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

 	
 Second,
 Third and Fourth Installments 

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

 	
 Final
 Installment 

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Final Installment shall be adjusted as set forth below:

 


23 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 Notice
 of Payment on or before Delivery: 

 


24 of 65









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (f)

 	
 Expenses:
 

 
	
  

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

 
	
  

 	
  

 
	
 (g)

 	
 Refund:
 

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


25 of 65









	
  

 	
  

 
	
 (h)

 	
 Builder
 Default 

 
	
  

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

 


26 of 65





ARTICLE
VIII ADJUSTMENTS TO CONTRACT PRICE


	
  

 	
  

 	
  

 
	
 (a)

 	
 Delayed
 Delivery Price Adjustment: 

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

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

 


27 of 65









	
  

 	
  

 	
  

 
	
  

 	
 v)

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

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 Performance 

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Item

 	
  

 	
 Performance

 Criteria

 	
  

 	
 Allowable

 Margin

 	
  

 	
 Liquidated

 Damages

 Payable for

 Performance

 Outside

 Allowable

 Margin

 	
  

 	
 Maximum

 Excess or

 Deficiency

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Design Service

 Speed

 	
  

 	
 Min. 19.5 knots

 	
  

 	
 0.2 knots

 	
  

 	
 US $*****

 	
  

 	
 0.5 knots

 deficiency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Specific Fuel

 Consumption

 (each fuel mode)

 	
  

 	
 Gas Operation:

 7,300 kJ/kWh,

 with 1.0g/kWh

 for pilot fuel

 	
  

 	
 5% excess

 	
  

 	
 US $*****

 	
  

 	
 10% excess

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
 Back-up fuel

 (MGO)

 operation: 190

 g/kWh

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gross Cargo

 Tank Capacity

 	
  

 	
 Min 154,800 M3

 	
  

 	
 300 M3

 	
  

 	
 US $*****

 	
  

 	
 1000
 M3

 deficiency

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Boil Off Rate

 (full cargo)

 	
  

 	
 Max 0.15% per

 day laden

 	
  

 	
 0.005%

 	
  

 	
 US $*****

 	
  

 	
 0.02% excess

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Design Draft

 	
  

 	
 Max 11.5 meters

 	
  

 	
 5 cm

 	
  

 	
 US $*****

 	
  

 	
 10 cm excess

 


28 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Notes

 	
  

 	
 Relevant Specification Section

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
 Design Service Speed

 	
  

 	
 Chapter 0 Section 091

 
	
  

 	
 Specific Fuel Consumption

 	
  

 	
 Chapter 0 Section 092

 
	
  

 	
  

 	
  

 	
 Chapter 0 Section 093

 
	
  

 	
 Gross Cargo Tank Capacity

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Chapter 0 Section 015

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Chapter 0 Section 094

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Boil-Off Rate

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Chapter 0 Section 012

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Design Draft

 	
  

 	
 Chapter 0 Section 041

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Chapter 0 Section 095

 






	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 iv)

 	
 Schedule of Payments due to Price Adjustments:

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


29 of 65





ARTICLE IX DEFAULT IN
PAYMENT


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 


30 of 65





ARTICLE X BUILDER’S PAYMENT AND REPAYMENT,
AND

INTEREST THEREON


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 Set-off

 
	
  

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

 


31 of 65





ARTICLE XI BANK
GUARANTEE


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


32 of 65






ARTICLE XII BUYER-FURNISHED EQUIPMENT 


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


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


33 of 65





ARTICLE XIII INSURANCE


	
  

 	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ii)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B.

 	
 Collision Liability.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 C.

 	
 Protection &
 Indemnity

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


34 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 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.

 


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 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.

 


36 of 65





ARTICLE XIV BUILDER’S GUARANTEE


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 In principle, such
 transportation shall be by the most expeditious public surface
 transportation. If required to keep the Vessel in operation, the Builder
 shall arrange for and bear the cost of transporting necessary parts or
 materials by air transportation. The 

 


37 of 65









	
  

 	
  

 
	
  

 	
 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 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 

 


38 of 65









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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 (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.

 


40 of 65





ARTICLE XV ALTERATIONS AND APPROVALS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

 	
 The drawing approval
 shall not be carried out, but the drawing approval shall be applicable only
 in the case of the design changes from HN1641s “as built”, including specific
 requirement for drawing approval from the Class and/or Authority concerned.
 The Builder’s drawings and equipment specifications as specified in the
 Specifications shall be submitted to the Buyer or its designated agent, at
 the address set forth in Article XXVI, or as may be designated by the Buyer
 as the address of its agent, for handling in 

 


41 of 65









	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
  

 	
 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

 


42 of 65









	
  

 	
  

 
	
  

 	
 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.

 


43 of 65






ARTICLE XVI INSPECTION


	
  

 	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 -

 	
 office
 space for up to 12 persons, 

 


44 of 65









	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 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) 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.

 


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 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.
 

 


46 of 65





ARTICLE XVII TRIALS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 


47 of 65









	
  

 	
  

 
	
  

 	
 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 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: 

 


48 of 65









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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. 

 


49 of 65





ARTICLE XVIII INDEPENDENT CONTRACTOR;

SUBCONTRACTING


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 


50 of 65





ARTICLE XIX TAXES AND DUTIES


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


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


51 of 65





ARTICLE XX GOVERNMENTAL APPROVALS AND LICENSES


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

 	
 The
 Builder shall obtain all approvals and licenses, if any, required for the
 Builder’s performance under this Contract by any government or the
 Classification Society, including, without limitation, for registration by
 the Buyer under the flag of the Bahamas. 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. 

 


52 of 65





ARTICLE XXI LAWS AND PERMITS; CONFLICTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

 	
 Neither
 Builder nor his/her employees, agents or subcontractors, or their employees
 or agents, shall make any payment or give anything of value to any official
 of any government or public international organization (including any officer
 or employee of any government department, agency or instrumentality) to
 influence his/her or its decision, or to gain any other advantage for the
 Buyer or Builder in connection with the work performed hereunder. Builder
 shall immediately notify the Buyer of any violation of this clause and shall
 immediately reimburse the Buyer out of any and all monies paid by the Buyer
 to Builder, an amount equal to the amount of the payment or the value of the
 gift to such an official which gives rise to such violation. Also, Builder
 shall hold the Buyer harmless for all losses and expenses arising out of such
 violation. In the event of any violation of this clause the Buyer may, at its
 sole option, terminate this agreement at 

 


53 of 65









	
  

 	
  

 
	
  

 	
 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. 

 


54 of 65





ARTICLE XXII INTELLECTUAL PROPERTY AND

CONFIDENTIALITY


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 During
 the performance of work under this Contract it may be necessary for Buyer to
 make available to Builder technical information that is designated by Buyer
 to be confidential. Builder shall hold all such information in confidence and
 same shall not be 

 



55 of 65









	
  

 	
  

 
	
  

 	
 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. 

 


56 of 65





ARTICLE XXIII CONTRACTUAL RESPONSIBILITIES AND

PROCEDURES; AUDIT RIGHTS


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (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 

 


57 of 65









	
  

 	
  

 
	
  

 	
 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. 

 


58 of 65





ARTICLE XXIV CONTRACT AND AMENDMENTS;

CONSTRUCTION


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
 (c)

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

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (e)

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

 
	
  

 	
  

 
	
 (f)

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

 


59 of 65









	
  

 	
  

 
	
 (g)

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

 
	
  

 	
  

 
	
 (h)

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

 


60 of 65





ARTICLE XXV ARBITRATION


	
  

 	
  

 
	
 (a)

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

 
	
  

 	
  

 
	
 (b)

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

 
	
  

 	
  

 
	
  

 	
 A
 judgment based upon the decision of the majority of the arbitrators or the
 sole arbitrator, as the case may be, may be entered in the appropriate court
 of any country having jurisdiction of either party. The arbitrators shall
 also decide which party, or the 

 


61 of 65









	
  

 	
  

 
	
  

 	
 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. 

 


62 of 65






ARTICLE XXVI NOTICES


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


To the Builder, at: 


Samsung Heavy Industries
Co., Ltd. 

34th Fl., Samsung Life Insurance
Seocho Tower 

1321-15 Seocho-Dong, Seocho-Gu, 

Seoul Korea 137-955 


	
  

 	
  

 
	
 Telefax:

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

 
	
 Telephone:

 	
 82-2-3458-7320 (Sales
 Department) /82-2-3458-7310 (Sales Planning Department)

 



Or preferably to its Geoje
Shipyard: 


Samsung Heavy Industries
Co., Ltd 

Geoje Shipyard 

530 Jangpyung-ri, shinyn-up 

Geoje City, Kyungnam, Korea 656-800 


	
  

 	
  

 
	
 Telefax:

 	
 82-55-630-5135 (Design
 Department)

 
	
  

 	
 82-55-630-3950 (CS Group)

 



To the Buyer, at: 


GAS-three Ltd. 

c/o GasLog Monaco SAM 

Gildo Pastor Center 

7, rue du Gabian 

MC 98000 Monaco 


	
  

 	
  

 
	
 Attention:

 	
 Mr. Jan E. Petersen

 






	
  

 	
  

 
	
 Telefax:

 	
 +377 97975124

 
	
 Telephone:

 	
 +377 97975115

 



Copy to: 


Ceres LNG Services Ltd 

69 Akti Miaouli 

Piraeus 18537, Greece 


63 of 65









	
  

 	
  

 	
  

 
	
 Attention:

 	
 Mr. Theodoros Katemidis

 	
 (Technical Matters)

 
	
  

 	
  

 	
  

 
	
 Telefax:

 	
 +30 210 4591251

 	
  

 
	
 Telephone:

 	
 +30 210 4591967

 	
  

 


64 of 65





ARTICLE XXVII EFFECTIVE DATE


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


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


	
  

 	
  

 	
  

 
	
 For the Builder:

 	
 Samsung Heavy Industries
 Co., Ltd.

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ J. K. Kim

 
	
  

 	

 


 
	
  

 	
 By:

 	
 J. K. Kim

 
	
  

 	
 Title:

 	
 Vice President

 
	
  

 	
  

 	
  

 
	
 For the Buyer:

 	
 GAS-three Ltd.

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Jeppe Jensen

 
	
  

 	

 


 
	
  

 	
 By:

 	
 Jeppe Jensen

 
	
  

 	
 Title:

 	
 Chairman

 


65 of 65





SCHEDULE 1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Installment

 	
  

 	
 Percent of 

 Purchase Price

 	
  

 	
 Initiating Event

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 First

 	
  

 	
 *****
 of contract price

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Second

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Third

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fourth

 	
  

 	
 *****

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Final

 	
  

 	
 *****
 ± any adjustments

 	
  

 	
 Delivery of the Vessel

 


1





APPENDIX A: FORM OF LETTER OF GUARANTEE


IRREVOCABLE INSTALLMENT
PAYMENT 


LETTER OF GUARANTEE 


[STATIONARY OF GUARANTOR
BANK] 


__________________, 2010 


[Name of Buyer] 


Gentlemen: 


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


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


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


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


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


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


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


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


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This guarantee shall be
governed by the Laws of Englandwithout regard to conflicts of laws rules. 


Very truly yours, 


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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:

 	
  

 


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