Exhibit 10.21


 


Dated        , 2014


 


GAS-SIXTEEN LTD.


 


and 


 


GASLOG LNG SERVICES
LTD.


 


AMENDED AND RESTATED


 


SHIP MANAGEMENT
AGREEMENT


 


in respect of the
Vessel, “METHANE RITA ANDREA”



    	 



    	



    


TABLE OF CONTENTS


 


	CLAUSE NO.	PAGE
	 	 
	1.	DEFINITIONS AND INTERPRETATION	1
	2.	APPOINTMENT OF MANAGERS	6
	3.	MANAGEMENT SERVICES	6
	4.	MANAGERS’ OBLIGATIONS	17
	5.	OWNERS’ OBLIGATIONS	18
	6.	INSURANCE POLICIES	18
	7.	MANAGEMENT FEE	19
	8.	VESSEL EXPENSES	21
	9.	MANAGERS’ RIGHT TO SUB-CONTRACT	21
	10.	RESPONSIBILITIES	22
	11.	DOCUMENTATION	23
	12.	DEPLOYMENT OF THE VESSEL	24
	13.	AUDITING	25
	14.	INSPECTION OF VESSEL	25
	15.	COMPLIANCE WITH LAWS AND REGULATIONS ETC.	25
	16.	DURATION OF THE AGREEMENT	25
	17.	TERMINATION	25
	18.	MISCELLANEOUS	27
	19.	LAW AND ARBITRATION	28
	20.	NOTICES AND BANK ACCOUNTS	28
	 	 	 
	ANNEX “A”
 DETAILS OF VESSEL	 
	 	 	 
	ANNEX “B”
 DETAILS OF CREW / OFFICERS RATINGS	 
	 	 	 
	ANNEX “C”
 INITIAL BUDGET	 
	 	 	 
	ANNEX “D”
 OPERATIONAL AND MAINTENANCE PROTOCOL	 
	 	 	 
	ANNEX “E”
 PERMANENT INSTRUCTIONS	 




    	 



    	



    


	ANNEX “F’
 FORM OF ACCOUNTING SYSTEM	 
	 	 	 
	ANNEX “G”
 CONFIDENTIALITY AGREEMENT	 
	 	 	 
	ANNEX “H”
 INCENTIVE BONUS PLAN	 
	 	 	 
	ANNEX “I”
 PRIMARY TERMINALS	 




    	ii



    	



    


THIS SHIP MANAGEMENT AGREEMENT
is made the ___th day of ___, 2014


 


BETWEEN:


 


		(1)	GAS-sixteen Ltd., a company
                                                                  incorporated under the laws of Bermuda and having its registered
                                                                  office at Clarendon House, 2 Church Street, Hamilton, HM11,
                                                                  Bermuda (the “Owners”);



 


		(2)	GasLog LNG Services Ltd.,
                                                                  a company incorporated in Bermuda and having a branch office
                                                                  at 69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers”).



 


WHEREAS:


 


	 	(A)	On April 10, 2014, Gas-sixteen Ltd. and GasLog Ltd. entered into that certain Ship
Management Agreement.



 


		(B)	The
                                                                                                  Owners, as of the Effective
                                                                                                  Date, are the registered owners
                                                                                                  of the 145.622.251m3
                                                                                                  Liquefied Natural Gas Carrier
                                                                                                  “METHANE RITA ANDREA”
                                                                                                  (the “Vessel”)
                                                                                                  as more particularly described
                                                                                                  in Annex “A” hereto
                                                                                                  and wish to engage the Managers
                                                                                                  to manage and operate the Vessel;



 


		(C)	The Managers, being fully experienced,
                                                           qualified and able vessel managers, wish to manage and operate the
                                                           Vessel subject to and in accordance with the terms set out in this
                                                           Agreement.



 


IT IS AGREED AS FOLLOWS:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1.	Definitions



 


In this Agreement save where
the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:


 


“Affiliate” means
any entity which, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common
Control with that party;


 


“Agreement” means
this ship management agreement including the Annexes attached hereto as amended from time to time in accordance with the terms
hereof;


 


“Annual Budget”
shall have the meaning ascribed to it in Clause 3.3.2 below;


 


“Charter” means
any future charter entered into between the Owners and any future charterer of the Vessel notified to the Managers pursuant to
Clause 5.3;


 


“Charterers”
means any future charterers of the Vessel notified to the Managers pursuant to Clause 5.3;



    	 



    	



    


“Communication Expenses”
means the costs incurred by the Managers in performing the Management Services and for the account of the Owners in respect
of all communications between the shore and the Vessel as detailed in the Annual Budget;


 


“Control” and
“Controlled” mean the holding of power to direct or cause the direction of management, policies and decisions
of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect means
of not less than fifty per cent (50%) of the voting rights in such company, corporation, partnership or other entity;


 


“Crew” means
the Officers and Ratings and any other individual who has signed Articles on the Vessel and is employed from time to time by the
Managers under Managers’ obligation to provide the Management Services;


 


“Crew Insurances”
means insurances against crew risks which shall include, but not be limited to, death, sickness, repatriation, injury, shipwreck
and loss of personal effects;


 


“Crew Support Costs”
means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed
by the Managers and which are incurred by the Managers for the purpose of providing efficient and economic Management Services
and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers
and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews;


 


“Dollar” or
“US$” means the currency of the United States of America;


 


“EDP Expenses”
means the costs of any new computer software or hardware (including licensing, maintenance, installation and training costs)
that may be installed or developed, in relation to the Vessel;


 


“Effective Date”
means the date of this Agreement;


 


“Emergency Situation”
means an emergency situation that:


 


		(i)	involves a threat to human life;



 


		(ii)	involves a risk of loss of the
                                                                Vessel or its cargo or of serious damage to the Vessel;



 


	 	(iii)	involves a risk of the Vessel causing serious environmental damage;



 


		(iv)	involves
                                                                                                  a risk of the Vessel being stolen,
                                                                                                  impounded or seized; or



 


		(v)	involves
                                                                                                 a security or safety risk to
                                                                                                 the Vessel, such as but not limited
                                                                                                 to terrorism, piracy, etc.




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“Flag Administration
/ State” shall mean such state or registry as the Owners shall from time to time specify;


 


“HSSE
Report” means a report on the health, safety, security and environmental status of the Vessel (together with relevant
statistics) and including details of any specific health, safety, security and/or environmental incidents prepared in accordance
with Clause 3.4.9;


 


“Incentive Bonus”
means the bonus payable by the Owners to the Managers in accordance with Clause 7.7;


 


“ISM Code” means
the International Ship Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International
Maritime Organisation (IMO) by resolution A.741(18) as amended from time to time;


 


“ISPS Code” means
the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same
may have been or may be amended or supplemented from time to time;


 


“Maintenance Schedule”
means a schedule referred to in Clause 3.2.1(iii) detailing the maintenance required for the Vessel for the period from delivery
to the next dry-docking of the Vessel thereafter for each subsequent 30 month period to coincide with Classification Society Intermediate
Survey;


 


“Managed Fleet”
means all vessels owned, leased, or chartered by Owners or Owners’ Affiliates and managed by Managers pursuant to a
ship management agreement or similar arrangement;


 


“Management Fee”
means the fee payable by the Owners to the Managers in consideration of the Management Services, as specified in Clauses 7.1
to 7.3 and as adjusted pursuant to Clause 7.4;


 


“Management Services”
means the services specified in Clause 3;


 


“Managers’ Account”
means the bank account in the name of the Managers as specified in Clause 20.3, or such other bank account of the Managers
as may be notified to the Owners from time to time;


 


“MTSA Code” means
the Maritime Transportation Security Act as enacted by the United States of America as the same may have been amended or supplemented
from time to time;


 


“Officers” means
the Master and the officers (including, but not limited to, the Senior Officers) of the Vessel, whose numbers, rank and nationality
are currently specified in Annex “B” attached hereto, as updated from time to time;



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“OPA 90” means
the Oil Pollution Act of 1990 as enacted by the United States of America as the same may have been amended or supplemented from
time to time;


 


“Operational and Maintenance
Protocol” means the protocol set forth on Annex “D” attached hereto;


 


“Operational Costs”
means costs and expenses incurred by the Managers on behalf of the Owners to operate and maintain the Vessel including Communication
Expenses and EDP Expenses;


 


“Owners’ Insurances”
means the insurance policies to be procured by the Owners in respect of the Vessel and as described in Clause 6.1(i), (ii),
(iii), and (iv);


 


“Permanent Instructions”
means the instructions relating to the operational procedures for communications between the Owners, Charterers and the Crew
as currently specified in Annex “E” attached hereto which may be amended pursuant to Clause 12.2;


 


“Quality Assurance
& Quality Management System” shall have the meaning ascribed to it in Clause 3.8.1;


 


“Ratings” means
the ratings of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” as updated
from time to time;


 


“Review Date”
means January 1;


 


“Senior Officer”
means the following positions or roles on the Vessel:


 


	 	(i)	the Master;



 


	 	(ii)	the Chief Engineer;



 


	 	(iii)	the Chief Officer;



 


	 	(iv)	the Second Engineer; or



 


		(v)	any other person whose rank or
                                                               role on the vessel is required and designated as Senior Officer
                                                               by the Flag Administration



 


“Severance Costs”
means the costs which the Managers as employers of the Crew are legally obliged to pay, and actually do pay, to or in respect
of the Crew as a result of the early termination of any employment contract for service on the Vessel;


 


“SMS” means
a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards
recommended by the International Maritime Organization (including without limitation, the ISM



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Code), any relevant flag state
and the classification society and approved by Owners, which may from time to time be applicable to the Vessel and/or the Owners
and/or the Managers, and which is otherwise appropriate having regard to the Managers’ obligations under this Agreement;


 


“SOPEP” means
the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the International
Maritime Organization pursuant to the requirements of Regulations 25 of Annex H of the International Convention of the
Protection of Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL 73/78);


 


“STCW 95” means
the International Convention on Standards of Training, Certification and Watch-keeping for Seafarers, 1978, as amended in 1995
or any subsequent amendment thereto;


 


“Supplementary Budget”
shall have the meaning ascribed to it in Clause 3.3.4 below;


 


“Training Matrix”
means the most updated Training Matrix as mutually agreed between the parties, as amended, supplemented or updated from time
to time;


 


“Vessel Account”
means a bank account in the name of the Managers opened and operated in accordance with Clause 8.4, the details of which shall
be notified to the Owners from time to time;


 


“Vessel Condition Report”
means a report detailing the physical condition, the progress of the Maintenance Schedule and the performance of the Vessel;


 


“Vessel Data”
means all records, invoices, logs, certificates and performance and maintenance data relating to the Vessel and all correspondence
and documentation generated, collected or compiled during the provision of the Management Services by either former managers of
the Vessel and given to the Managers, or by the Managers, to enable the Owners to effectively operate, manage or sell the Vessel,
but excluding the Managers’ internal correspondence and any correspondence (other than invoices) between the Managers and
their suppliers;


 


“Working Day”
means a day when most banks are open for business in London, New York, Athens, and country of location of relevant bank accounts
of Owners.


 


		1.2.	Interpretation



 


		1.2.1.	“Owners”, “Managers”
                                                                     and “Charterers” include their respective successors
                                                                     and assigns.



 


		1.2.2.	Clause headings are inserted
                                                                     for convenience and shall be ignored in construing this Agreement.




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		1.2.3.	Unless the context otherwise
                                                                     requires, words denoting the singular number include the
                                                                     plural number and vice versa.



 


		1.2.4.	References to clauses and
                                                                     annexes are to Clauses and Annexes of this Agreement except
                                                                     where otherwise expressly stated.



 


		1.2.5.	Reference to any document
                                                                     includes the same as varied, supplemented or replaced from
                                                                     time to time.



 


		1.2.6.	References to any enactment
                                                                     include any re-enactments, amendments and extensions thereof.



 


		2.	APPOINTMENT OF MANAGERS



 


		2.1.	From the Effective Date and
                                                                   continuing, unless and until terminated as provided herein,
                                                                   the Owners hereby appoint the Managers and the Managers hereby
                                                                   agree to act as managers of the Vessel.



 


		2.2.	Subject to the terms and conditions
                                                                   contained herein, during the period of this Agreement, the
                                                                   Managers shall carry out the Management Services as agents
                                                                   for and on behalf of the Owners. The Managers shall have authority
                                                                   to take such actions as they may from time to time consider
                                                                   necessary to enable them to perform their duties and obligations
                                                                   as set out in this Agreement in accordance with first class
                                                                   LNG ship management practice within the limits of authority
                                                                   delegated to them hereunder.



 


		3.	MANAGEMENT SERVICES



 


		3.1.	Crew Management



 


		3.1.1.	The Managers shall provide
                                                                     suitably and adequately qualified Crew for the Vessel in
                                                                     accordance with any requirements of the Owners, as described
                                                                     in the Operational and Maintenance Protocol set forth on
                                                                     Annex “D”, and the provisions of the STCW
                                                                     95 and the requirements of this Agreement.



 


		3.1.2.	The Managers shall be responsible
                                                                     for:



 


		(i)	selecting, with Owners’ approval,
                                                               which may be expressed from time to time in the form of standing
                                                               instructions to the Managers for specific experience and qualification
                                                               criteria pertaining to the Crew, including but not limited to the
                                                               Training Matrix, and engaging the Crew (subject to the provisions
                                                               of Clause 3.1.6 below) for the Vessel including payroll arrangements,
                                                               pension administration, and insurances for the Crew other than
                                                               those mentioned in Clause 6;



 


		(ii)	ensuring at all times the availability
                                                                and supply of an adequate complement of Crew (including Master,
                                                                Officers and Ratings complying with Annex “B”)
                                                                relative to the particular operational status and size of
                                                                the




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Vessel;


 


		(iii)	ensuring that the applicable
                                                                 requirements of the law of the flag of the Vessel are satisfied
                                                                 in respect of manning levels, rank, qualification and certification
                                                                 of the Crew and employment regulations (including those standards
                                                                 set forth by the International Transport Workers’ Federation
                                                                 (ITF)) pertaining to Crew’s tax, payroll, social insurance,
                                                                 welfare, discipline and other applicable requirements;



 


		(iv)	ensuring that all members of the
                                                                Crew have passed a medical examination with a qualified doctor
                                                                certifying that they are fit for the duties for which they are
                                                                engaged and are in possession of valid medical certificates issued
                                                                in accordance with appropriate flag state requirements. In the
                                                                absence of applicable Flag State requirements the medical certificate
                                                                shall be dated not more than three months prior to the respective
                                                                Crew member leaving their country of domicile and maintained for
                                                                the duration of his service on board the Vessel;



 


		(v)	ensuring that the Crew shall have
                                                               a command of the English language of a sufficient standard to enable
                                                               them to perform their duties safely;



 


		(vi)	arranging transportation of the
                                                                Crew, including repatriation, at Owners’ cost, unless otherwise
                                                                arranged by Owners;



 


		(vii)	providing continuing training
                                                                 of the Crew and supervising their efficiency and competence,
                                                                 consistent with Owners’ requirements but in any event never
                                                                 less than the applicable international or Flag State standard
                                                                 for LNG vessels;



 


		(viii)	whenever the Vessel is operational,
                                                                  issuing instructions to the Master in accordance with the requirements
                                                                  of the Owners or Charterers, to trade along the most geographically
                                                                  direct, economical and safe route (except for any justifiable
                                                                  deviation allowed under English common law or the Hague Visby
                                                                  Rules and including all deviations that may be necessary in
                                                                  an Emergency Situation) and ensuring the Vessel is worked at
                                                                  a fuel-efficient speed consistent both with port arrival instructions
                                                                  given by the Owners and/or Charterers and with sea conditions;



 


		(ix)	issuing instructions to the Master
                                                                to keep full and correct log books and furnishing the Owners with
                                                                true and accurate copies of such log books when required;



 


		(x)	conducting union negotiations (if
                                                               applicable);



 


		(xi)	operating a drug and alcohol policy,
                                                                prepared by the Managers and approved by the Owners (such approval
                                                                not to be unreasonably withheld or delayed), which includes, as
                                                                a minimum, the principles set forth in the “Guidelines for
                                                                the Control of Drugs and Alcohol Aboard Ship” of the Oil




    	7



    	



    

Companies International Marine
Forum dated June 1995 (and in an amendments or successors thereto);


 


		(xii)	ensuring that the Crew and any
                                                                 other person on board the Vessel proceeding to sea shall be insured
                                                                 for the Crew Insurances with a first class insurance company,
                                                                 underwriter or protection and indemnity association ( the “Crew
                                                                 Insurances”);



 


		(xiii)	ensuring that all premiums or
                                                                  calls in respect of the Crew Insurances are paid promptly by
                                                                  their due date; and



 


		(xiv)	ensuring that the Crew Insurances
                                                                 shall name the Owners as co-assured (unless advised by the Owners
                                                                 to the contrary).



 


		3.1.3.	The Managers shall appoint
                                                                     a superintendent (ship manager) to be responsible for the
                                                                     day to day operation, maintenance and repair of the Vessel,
                                                                     the cost of which shall, subject to Clause 7.4, be included
                                                                     in the Management Fee. Should the Owners have reason to be
                                                                     dissatisfied with the superintendent so appointed, they shall
                                                                     raise their complaint with the Managers. The Managers shall
                                                                     investigate any such complaint promptly and, should the complaint
                                                                     prove to be well founded, the Managers shall replace such
                                                                     superintendent at no extra cost to the Owners.



 


		3.1.4.	The Managers shall institute
                                                                     onboard and shall ensure onboard compliance with a uniform
                                                                     standard of dress amongst the crew and officers, and uniform
                                                                     credentialing or identification of all Crew and Officers.



 


		3.1.5.	Should the Owners have any
                                                                     reason to be dissatisfied with any of the Crew, they shall
                                                                     raise their complaint with the Managers. The Managers shall
                                                                     investigate the complaint promptly and, should the complaint
                                                                     be well founded, the Managers shall replace the Crew member
                                                                     in question and undertake changes in the appointment of the
                                                                     Crew as the Owners may reasonably require.



 


		3.1.6.	The Managers shall employ
                                                                     the Crew in their name and for their own account and, for
                                                                     the avoidance of doubt, the Managers do not have authority
                                                                     to conclude or enter into contracts of employment with the
                                                                     Crew for and on behalf of the Owners and shall indemnify
                                                                     and hold harmless the Owners against all actions, proceedings,
                                                                     claims, demands or liabilities whatsoever and howsoever arising
                                                                     from the Managers’ breach of this Clause 3.1.6 or in
                                                                     relation to any disputes relating to Crew contracts of employment.



 


		3.1.7.	Except as allowed in clause
                                                                     3.1.2(i), the Managers may not appoint any Senior Officers
                                                                     without the prior approval of the Owners (which shall not
                                                                     be unreasonably withheld or delayed), except that in the
                                                                     event that a shortage of crew would be likely to result under
                                                                     the terms of the Charter:



 


		(i)	in the Vessel going off hire under
                                                               its Charter; or



 


		(ii)	an Emergency Situation;




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and in such circumstances it
is not practical for the Managers to wait for Owners’ approval, the Managers may make such temporary appointments as they
deem necessary; however, the Vessel’s manning shall always remain in compliance with the regulations of the Flag State’s
minimum manning requirements. Officers CV and accomplished Training Matrix should be provided to the Owners for reviewing prior
promotion or assignment to a Senior Officer position.


 


The Owners reserve the right
to interview and approve all Senior Officers candidates.


 


		3.2.	Operational and Technical
                                                                   Management



 


		3.2.1.	The Managers shall provide
                                                                     operational and technical management of the Vessel which
                                                                     includes, but is not limited to, the following functions:



 


		(i)	provision of competent personnel
                                                               with suitable experience of the LNG industry to supervise the maintenance
                                                               and general efficiency of the Vessel in line with the Training
                                                               Matrix and the requirements of the Charter;



 


		(ii)	all maintenance and work for the
                                                                Vessel so as to ensure that the Vessel complies with all applicable
                                                                laws including but not limited to IMO, MARPOL and SOLAS (and including,
                                                                for the avoidance of doubt, all the provisions of the ISM Code),
                                                                regulations and/or other requirements of the flag of the Vessel
                                                                and of the Primary Terminals and other places where she trades,
                                                                all applicable international conventions, all applicable regulations
                                                                and/or requirements of any terminals or facilities in such port(s)
                                                                or place(s) where the Vessel may load or discharge, and all requirements
                                                                and recommendations of the Vessel’s classification society
                                                                applicable to a Vessel carrying LNG worldwide within the limits
                                                                of the Charter;



 


		(iii)	preparing the Maintenance Schedule
                                                                 and regular updates on request (such updates to commence at delivery
                                                                 of the Vessel from the shipyard, and then each year on or around
                                                                 the anniversary upon which the Vessel was classified by its classification
                                                                 society) for approval by the Owners (such approval not to be
                                                                 unreasonably withheld or delayed);



 


		(iv)	arrangement and supervision of
                                                                dry dockings, repairs, alterations and the upkeep of the Vessel
                                                                in accordance with first class LNG ship management practice provided
                                                                that the Owners shall allocate sufficient funds and approve the
                                                                relevant Annual Budgets and Supplementary Budgets to ensure that
                                                                Managers can incur the necessary expenditure to ensure that the
                                                                Vessel will comply with the law of the flag of the Vessel and
                                                                of the places where she trades, and all requirements and recommendations
                                                                of the classification society;



 


		(v)	investigating and reporting to
                                                               Owners any technical faults or problems material to the performance
                                                               of the Vessel and arranging for their repair in




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consultation with the Owners;


 


		(vi)	arrange for the victualing and
                                                                storing of the Vessel appropriate to the declared operational
                                                                status of the Vessel and place and effect payment for contracts
                                                                for lubricating oil, paints and all consumable materials where
                                                                they are not for the Charterers’ account, together with
                                                                any other contracts that may be agreed with the Owners from time
                                                                to time in accordance with Clause 3.2.2;



 


		(vii)	appointment of surveyors and
                                                                 technical consultants as the Managers may consider from time
                                                                 to time be necessary;



 


		(viii)	development, implementation
                                                                  of and maintenance of a SMS and obtaining and maintaining valid
                                                                  certificates evidencing compliance with this Clause, including
                                                                  without limitation, a valid document of compliance in relation
                                                                  to itself and valid safety management certificates in respect
                                                                  of the Vessel as required by the ISM and ISPS Codes;



 


		(ix)	provide the Owners with copies
                                                                of any and all documents of compliance and safety management certificates
                                                                as described in Clause 3.2.1(viii) upon issuance;



 


		(x)	keep or procure that there is kept
                                                               on board the Vessel at all times:



 


		(a)	all certificates and documents required
                                                             from time to time by any applicable law or regulations to enable
                                                             her to perform the Charter between the Primary Terminals without
                                                             delay,



 


		(b)	valid certificates in force as required
                                                             by the Flag State,



 


		(c)	any further certificates and documents
                                                             required from time to time by any applicable law or regulations to
                                                             enable her to perform the Charter without delay,



 


		(d)	an ITF certificate or equivalent
                                                             allowing Vessel’s calls and operations in all ports to which
                                                             the Vessel is ordered under the Charter where an ITF certificate
                                                             or equivalent is required, and



 


		(e)	a copy of all documents of compliance
                                                             and the original of any safety management certificates as described
                                                             in Clause 3.2.1(viii);



 


		(xi)	arrangement of periodic analysis
                                                                by third parties of the bunker fuel and reporting the results
                                                                of such analysis to the Owners (the costs being included in the
                                                                Vessel’s running costs);



 


		(xii)	noting requirements resulting
                                                                 from safety and any external ship inspections and implementing
                                                                 these insofar as they affect the operation or safety of the Vessel
                                                                 (such implementation to be at the Owners’ expense);




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		(xiii)	implementing safety recommendations
                                                                  issued in terms of all international conventions (at the Owners’
                                                                  expense);



 


		(xiv)	arrange, where necessary for
                                                                 the superintendent or other staff of the Managers to visit the
                                                                 Vessel. If the superintendent or other staff of the Managers
                                                                 have reason to spend more than twenty-five (25) days in aggregate
                                                                 in any calendar year (or pro rata for part of a calendar year)
                                                                 visiting the Vessel, their services will be charged out at the
                                                                 rate specified in Clause 7.4 below;



 


		(xv)	ensure that maritime, safety and
                                                                cargo custody standards are in accordance with first class international
                                                                LNG shipping practice and are maintained by the Crew whenever
                                                                such personnel are serving on board the Vessel;



 


		(xvi)	arrange and effect payment on
                                                                 behalf of the Owners for the towage of the Vessel when appropriate;



 


		(xvii)	arrange, maintain, and effect
                                                                  preparation and payment on behalf of the Owners for suitable
                                                                  moorings for the Vessel for lay-up at such locations as may
                                                                  from time to time be mutually agreed relative to the Vessel’s
                                                                  positioning requirements of the Owners;



 


		(xviii)	handle port disbursement accounts
                                                                   where these are not for the Charterers’ account;



 


		(xix)	navigate the Vessel, handle all
                                                                 necessary communications, manage all cargo operations on behalf
                                                                 of Owners, and provide for the security and safety of the Vessel,
                                                                 cargo and Crew, all in accordance with first class LNG ship management
                                                                 practice;



 


		(xx)	ensure that the Vessel is compatible
                                                                with existing LNG liquefaction terminals, regasification terminals
                                                                and ship/shore interfaces, at the Primary Terminals and to maintain
                                                                such compatibility and all necessary certificates and documentation;



 


		(xxi)	undertake vessel-terminal compatibility
                                                                 studies as requested by Owners and at Owners’ expense;
                                                                 and



 


		(xxii)	manage and operate the Vessel
                                                                  on behalf of the Owners in any part of the world to first class
                                                                  industry standards for an LNG carrier, provided that the Vessel
                                                                  shall be employed in lawful trades, as the Owners may direct,
                                                                  between good and safe ports and places where she can always
                                                                  be safely afloat, and further provided that the Vessel shall
                                                                  not trade to ports or areas where, at the time in question,
                                                                  there are expected to be hostilities, wars, warlike operations,
                                                                  civil commotions or revolutions, unless the Owners are able
                                                                  to obtain war risks insurance against such eventuality.




    	11



    	



    

Managers shall at all times have
the right to refuse to carry out any instructions from the Owners or the Charterers to trade or lay up the Vessel if Managers
can clearly demonstrate that by doing so, it would contravene any applicable laws and regulations of the Vessel’s flag,
the classification society or of the places she trades.


 


Furthermore, Managers shall not
be held to be in breach of this Agreement, should at any time the Vessel fail to conform to its class standards or fail to conform
to statutory or international standards, except to the extent that such failures result from the negligence or breach of this
Agreement by the Managers.


 


		3.2.2.	Procurement



 


Subject to the terms of
this Agreement, the Managers shall have discretion to procure all stores, spares, equipment, provisions, oils, fuels and any other
goods, materials or services to be supplied to the Vessel by the Managers in performance of their Management Services from whatever
source or supplier they may deem appropriate provided that:


 


		(i)	the Managers use all reasonable
                                                               efforts to achieve the lowest prices available for the appropriate
                                                               quality of goods or services;



 


		(ii)	the Managers shall provide Owners
                                                                with the benefit of all discounts, rebates or other financial
                                                                incentives provided by any suppliers, and all amounts billed to
                                                                Owners in connection with all stores, spares, equipment, provisions,
                                                                oils, fuels and any other goods, materials or services to be supplied
                                                                to the Vessel shall reflect any such discounts, rebates or financial
                                                                incentives; and



 


		(iii)	the Owners reserve the right
                                                                 to require the Managers to procure such goods, materials and
                                                                 services from sources or suppliers they may notify to the Managers
                                                                 from time to time provided that:



 


		(a)	the Owners shall not unreasonably
                                                             interfere with the aforementioned Managers’ procurement processes;



 


		(b)	the Owners may not force the Managers
                                                             to breach the terms of any existing procurement contract to the extent
                                                             such contract is consistent with the terms of this Agreement and
                                                             standard industry practices; and



 


		(c)	the Owners have due regard to the
                                                             interests of the Managers in fostering good long-term relationships
                                                             with suppliers;



 


and where the Owners utilize their
rights under this Clause 3.2.2, the Managers shall in no circumstances be liable for the quality or pricing of the goods, materials
and services so provided.



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		3.3.	Accounting, Budgeting, and
                                                                   Reporting



 


		3.3.1.	The Managers shall:



 


		(i)	provide an accounting system in
                                                               respect of the Vessel which meets the reasonable requirements of
                                                               the Owners, and provide regular accounting services and supply
                                                               regular accounting reports and records; and



 


		(ii)	maintain a record of all costs
                                                                and expenditures incurred as well as data necessary or proper
                                                                for the settlement of accounts between the parties.



 


		3.3.2.	The Managers shall present
                                                                     to the Owners annually a budget in respect of the estimated
                                                                     costs of operating the Vessel for the following twelve months
                                                                     in the current reporting form of the Managers, which is acceptable
                                                                     to the Owners (the “Annual Budget”). The
                                                                     initial Annual Budget is attached hereto at Annex “C,”
                                                                     and shall be for the period from the Effective Date until
                                                                     31 December 2014, with a full twelve (12) month Annual Budget
                                                                     submitted yearly thereafter, ending on the day immediately
                                                                     preceding the Review Date. Subsequent Annual Budgets shall
                                                                     be prepared by the Managers for approval by the Owners at
                                                                     least two (2) months before each Review Date.



 


		3.3.3.	The Owners shall indicate
                                                                     to the Managers their acceptance and approval of the Annual
                                                                     Budget within one month of presentation and in the absence
                                                                     of any such indication the Managers shall be entitled to
                                                                     assume that the Owners have accepted the Annual Budget as
                                                                     provided.



 


		3.3.4.	If after the approval of
                                                                     the Annual Budget pursuant to Clauses 3.3.2 and 3.3.3, the
                                                                     Owners or Managers anticipate material changes in the Operational
                                                                     Costs (or in respect of the initial Annual Budget set out
                                                                     in Annex “C”, if the Managers believe such initial
                                                                     Annual Budget is inaccurate or unworkable), then the Managers
                                                                     shall prepare a supplementary budget reflecting such changes
                                                                     (the “Supplementary Budget”) for approval
                                                                     by the Owners and the Owners shall indicate their approval
                                                                     or non-approval of a Supplementary Budget within one month
                                                                     of it being presented to them (and in the absence of any
                                                                     such indication, the Managers shall be entitled to assume
                                                                     that the Owners have accepted a Supplementary Budget). Upon
                                                                     approval by the Owners, a Supplementary Budget shall be treated
                                                                     as the Annual Budget for the year in question or the remainder
                                                                     thereof.



 


		3.3.5.	For the avoidance of doubt,
                                                                     the Managers shall not incur expenditure in respect of the
                                                                     Vessel in excess of the Annual Budget (with due consideration
                                                                     to the fact that expenditure may be phased over varying periods
                                                                     or may fluctuate from month to month, notwithstanding that
                                                                     such expenditure was budgeted for on an annual basis) or
                                                                     incur expenditure that has not been accounted for in any
                                                                     Annual Budget without the prior consent of the Owners (which
                                                                     shall not be unreasonably withheld or delayed).



 


		3.3.6.	Notwithstanding Clause 3.3.5,
                                                                     the Managers may in each Annual Budget period, as specified
                                                                     in Clause 3.3.2, incur expenditure on behalf of the Owners
                                                                     in respect




    	13



    	



    

of items that are not budgeted
for in the Annual Budget, or for amounts in excess of the Annual Budget amounts, without the approval of the Owners provided that:


 


		(i)	such expenditure is used only for
                                                               the proper performance of the Management Services; and



 


		(ii)	such total expenditure does not
                                                                exceed five (5) per cent of the total budgeted amount for that
                                                                Annual Budget period or such other amount that may be agreed by
                                                                the parties from time to time.



 


		3.3.7.	The Managers shall:



 


		(i)	by the fifteenth (15th)
                                                               Working Day of the month provide the Owners with a Vessel Condition
                                                               Report in respect of the previous month in such form as the Owners
                                                               (acting reasonably) may require;



 


		(ii)	by the fifteenth (15th)
                                                                Working Day of each month provide the Owners with a comparison
                                                                between the budgeted Operational Costs as set out in the Annual
                                                                Budget and actual Operational Costs in respect of the previous
                                                                month (in accordance with the form set out in Annex “F’);



 


		(iii)	by the fifteenth (15th)
                                                                 Working Day of each month provide the Owners with a request for
                                                                 funds based upon an estimate of the funding requirements of the
                                                                 Vessel that are required in respect of the next month together
                                                                 with any requests for approval of expenditure pursuant to Clause
                                                                 3.3.5 and any proposed amendments to the Annual Budget pursuant
                                                                 to Clause 3.3.4; and



 


		(iv)	by the fifteenth (15th) Working
                                                                Day of each month provide the Owners with a consolidated report
                                                                on actual Operational Costs and if requested by the Owners, capital
                                                                costs, including all expenses in relation to financing of the
                                                                Vessel, in respect of the previous month.



 


		3.3.8.	If requested and in such
                                                                     manner as may be required by the Owners, the Managers shall
                                                                     provide the necessary personnel, hardware and software, and
                                                                     other resources necessary to administer on Owners’
                                                                     behalf and in its name the invoicing and collection of hire
                                                                     payable under the Charter.



 


		3.4.	Health, Safety, Security,
                                                                   and Environmental Protection



 


		3.4.1.	The Managers shall operate
                                                                     a management system which shall be approved by the Owners
                                                                     (such approval not to be unreasonably withheld or delayed),
                                                                     and comply and ensure that the Vessel and the Crew comply
                                                                     with all applicable health, safety, security and environmental
                                                                     laws and regulations, and nothing in this Clause 3.4 shall
                                                                     derogate from the obligations of Managers to comply with
                                                                     its statutory responsibilities insofar as they relate to
                                                                     the other Management Services.



 


		3.4.2.	The Managers shall, in relation
                                                                     to all persons engaged or likely to be engaged in




    	14



    	



    

the execution of the Management
Services, take such steps as are reasonably practicable to ensure their health and safety.


 


		3.4.3.	The Managers shall make available
                                                                     for inspection by the Owners at all times all registers,
                                                                     records and other documentation concerning health, safety,
                                                                     security (where appropriate) and environmental matters relating
                                                                     to the Management Services.



 


		3.4.4.	The Managers shall send to
                                                                     the Owners a copy of every notice or other communication
                                                                     received from or sent to any person or body concerning health,
                                                                     safety, security and/or environmental matters relating to
                                                                     the Management Services and shall co-operate with the Owners
                                                                     in respect of all such health, security, safety and/or environmental
                                                                     matters, as may from time to time be requested by the Owners.



 


		3.4.5.	The Managers shall use all
                                                                     reasonable endeavors to ensure that no oil, or harmful or
                                                                     hazardous substances, of any description, shall be discharged
                                                                     or escape accidentally or otherwise, from the Vessel; and
                                                                     that the Vessel, its Officers and Crew comply with all international,
                                                                     national, and state oil and air pollution laws, conventions
                                                                     or regulations applying in, or to, international waters and
                                                                     the territorial waters of the countries into which the Vessel
                                                                     may trade under the Charter including the provisions of OPA
                                                                     90 that apply to tank ships. This shall also include adhering
                                                                     to the standards promulgated under OPA 90 as those regulations
                                                                     apply to non-tankships operating within the jurisdiction
                                                                     of the United States whether or not the same strictly apply
                                                                     to the Vessel.



 


		3.4.6.	The Managers shall not treat,
                                                                     keep or dispose of any waste produced and/or carried by the
                                                                     Managers as a result of the Management Services in a manner
                                                                     likely to cause harm to the health and safety of any person
                                                                     or harm to the environment (as far as the same may be reasonably
                                                                     practical) and shall comply with every statutory duty which
                                                                     is relevant.



 


		3.4.7.	During the execution of the
                                                                     Management Services, the Managers shall take such steps as
                                                                     are reasonably practicable to avoid (or where avoidance is
                                                                     not possible, to minimize) harm to the environment.



 


		3.4.8.	The Managers will prepare
                                                                     and obtain all necessary approvals for a SOPEP. The SOPEP
                                                                     will be written in the English language and will be reviewed
                                                                     and updated as required and be maintained with the correct
                                                                     list of coastal state contacts. If required, the Managers
                                                                     will arrange for the translation of the SOPEP into another
                                                                     language. The Managers will also undertake regular training
                                                                     of the Crew in the use of SOPEP including drills to ensure
                                                                     that the SOPEP functions as expected and that contact and
                                                                     information details specified are accurate.



 


		3.4.9.	The Managers shall prepare
                                                                     a HSSE Report in such form and detail as the Owners (acting
                                                                     reasonably) require, to be submitted to the Owners on the
                                                                     5th day of the following month.




    	15



    	



    

		3.5.	Insurance Arrangements



 


		3.5.1.	The Owners shall arrange
                                                                     insurances in accordance with Clause 6.1.



 


		3.5.2.	The Managers shall immediately
                                                                     inform and keep the Owners informed of any incident which
                                                                     gives or may give rise to claims or disputes relating to
                                                                     the insurances effected in accordance with Clause 6.



 


		3.5.3.	The Owners shall or, in their
                                                                     sole discretion instruct the Managers on a case-by-case basis
                                                                     and in consultation with the Owners to, handle insurance,
                                                                     average and salvage claims in connection with the Vessel.
                                                                     Any costs reasonably incurred by the Managers in handling
                                                                     claims in accordance with this Clause shall be paid by or
                                                                     for the account of the Owners. Until notified to the contrary,
                                                                     the Managers shall process all insurance claims relating
                                                                     to the Crew, in consultation with Owners.



 


		3.6.	Sale or Purchase of the
                                                                   Vessel



 


The Managers shall, if requested,
provide Owners with technical assistance in connection with any sale of the Vessel. Any costs or out-of-pocket expenses incurred
by the Managers in providing such technical assistance shall be paid by or for the account of the Owners. The Owners will, however,
be solely responsible for agreeing the terms of any agreement regulating any sale.


 


		3.7.	General Administration



 


		3.7.1.	The Owners may, in their
                                                                     sole discretion and upon such terms and conditions as the
                                                                     Owners shall specify, instruct the Managers on a case-by-case
                                                                     basis to handle and/or settle all claims relating to the
                                                                     Vessel including but without limitation any claims involving
                                                                     the Charterers.



 


		3.7.2.	The Managers shall keep the
                                                                     Owners informed regarding any incident of which the Managers
                                                                     become aware which gives or may give rise to claims or disputes
                                                                     involving the Charterers or other third parties.



 


		3.7.3.	The Owners shall, or in their
                                                                     sole discretion instruct the Managers on a case-by-case basis
                                                                     to, bring or defend actions, suits or proceedings in connection
                                                                     with matters entrusted to the Managers pursuant to this Agreement.



 


		3.7.4.	Where the Managers are retained
                                                                     to handle and/or settle claims relating to the Vessel pursuant
                                                                     to Clause 3.7.1, the Managers shall be entitled to obtain
                                                                     legal or technical or other outside expert advice in relation
                                                                     to the handling and settlement of such claims and disputes.



 


		3.7.5.	The Owners shall arrange
                                                                     for the provision of any necessary guarantee bond or other
                                                                     security in connection with any such claims.



 


		3.7.6.	Any external costs reasonably
                                                                     incurred by the Managers in carrying out their




    	16



    	



    

obligations in accordance with
this Clause 3.7 shall be paid by or for the account of the Owners provided that the Owners have instructed the Managers in accordance
with Clause 3.7.1.


 


		3.8.	Quality Assurance



 


		3.8.1.	The Managers shall have and
                                                                     maintain a quality assurance/quality management system (the
                                                                     “Quality Assurance & Quality Management System”).
                                                                     This system shall include on board and on shore operation/
                                                                     management and shall at the time of delivery, or as reasonably
                                                                     soon thereafter, meet the requirements of ISO-9001-2008 and
                                                                     ISO-14001-2004 or any subsequent addition or substitution
                                                                     approved by the Owners. The Quality Assurance & Quality
                                                                     Management System shall be documented and available to the
                                                                     Owners for approval within three (3) months of execution
                                                                     of this Agreement. The Managers shall supply documentation
                                                                     to the Owners on request confirming the continued maintenance
                                                                     and operation of the Quality Assurance & Quality Management
                                                                     System in good standing throughout the period of this Agreement.



 


		3.9.	[Reserved]



 


		4.	MANAGERS’ OBLIGATIONS



 


		4.1.	The Managers undertake to use
                                                                   their best endeavours to provide the agreed Management Services
                                                                   as agents for and on behalf of the Owners in a timely and efficient
                                                                   manner in accordance with first class international LNG ship
                                                                   management practice and the Operational and Maintenance Protocol
                                                                   set forth on Annex “D” and to protect and promote
                                                                   the interests of the Owners in all matters relating to the
                                                                   provision of the Management Services hereunder provided, however,
                                                                   that the Managers in the performance of their management responsibilities
                                                                   under this Agreement shall be entitled to have regard to their
                                                                   overall responsibility in relation to the Managed Fleet, and
                                                                   in particular, but without prejudice to the generality of the
                                                                   foregoing, the Managers shall be entitled to allocate available
                                                                   supplies, manpower and services in such manner as in the prevailing
                                                                   circumstances the Managers in their absolute discretion consider
                                                                   to be fair and reasonable.



 


		4.2.	The Managers shall procure
                                                                   that the requirements of the law of the flag of the Vessel
                                                                   are satisfied and the Managers shall in particular be deemed
                                                                   to be the “Company” as defined by the ISM and ISPS
                                                                   Codes, thereby assuming the responsibility for the operation
                                                                   of the Vessel and taking over the duties and responsibilities
                                                                   imposed by these Codes when applicable. The Managers shall
                                                                   comply at all times with the requirements of the ISM, ISPS,
                                                                   and MTSA Codes, and the Managers shall immediately inform Owners
                                                                   if there is any threatened or actual withdrawal of Managers
                                                                   document of compliance or the Vessel’s safety management
                                                                   certificate or ISS (Security Certificate).



 


		4.3.	In addition to the specific
                                                                   obligations to keep the Owners informed hereunder, the




    	17



    	



    

Managers shall keep the Owners
informed of all relevant information regarding the Vessel and the performance of the Management Services which the Owners may,
acting reasonably, specify from time to time.


 


		4.4.	When the Managers become aware
                                                                   of an Emergency Situation, they shall immediately contact the
                                                                   Owners and keep the Owners informed in respect of such Emergency
                                                                   Situation.



 


		4.5.	If, in an Emergency Situation,
                                                                   the Managers (or the Master) are required pursuant to this
                                                                   Agreement to solicit an approval from the Owners, but in such
                                                                   circumstances it is not practical to wait for such approval,
                                                                   then notwithstanding any other term in this Agreement, the
                                                                   Managers (or the Master) may take whatever action they may
                                                                   deem necessary to deal with such Emergency Situation.



 


		5.	OWNERS’ OBLIGATIONS



 


		5.1.	The Owners shall pay all sums
                                                                   due to the Managers punctually in accordance with the terms
                                                                   of this Agreement.



 


		5.2.	The Owners shall provide prompt
                                                                   responses to any requests made by the Managers pursuant to
                                                                   this Agreement.



 


		5.3.	The Owners shall (subject to
                                                                   any confidentiality restrictions) provide the Managers with
                                                                   any relevant information relating to the Charters or Charterers
                                                                   and shall notify the Managers upon a change of Charterers or
                                                                   upon any new Charter in respect of the Vessel.



 


		5.4.	The Owners shall use reasonable
                                                                   endeavours (and subject to any confidentiality restrictions)
                                                                   to ensure that the Charterers shall keep the Managers informed
                                                                   of the relevant terms of any gas supply contract, charter party,
                                                                   contract of affreightment, contract of insurance and any other
                                                                   document relating to the Vessel and its cargo that the Managers
                                                                   may reasonably require in order to perform their obligations
                                                                   hereunder.



 


		6.	INSURANCE POLICIES



 


		6.1.	The Owners shall procure throughout
                                                                   the period of this Agreement that:



 


		(i)	at the Owners’ expense, the
                                                               Vessel is insured for usual hull and machinery marine risks (including
                                                               crew negligence) and war risks in accordance with the first class
                                                               practice of prudent owners of vessels of a similar type to the
                                                               Vessel;



 


		(ii)	at the Owners’ expense,
                                                                the Vessel is insured against Protection and Indemnity risks (including
                                                                pollution risks) based upon the Standard Rules of a member of
                                                                the International Group of P&I Clubs and have arranged for
                                                                the Managers to be included as named co-assured, and provide the
                                                                Managers with Certificates of Entry to evidence that such insurances
                                                                have




    	18



    	



    

been effected and confirm renewal
within fifteen (15) Working Days of the same;


 


		(iii)	where the Vessel is directed
                                                                 to call at any port within the United States of America and at
                                                                 the Owners’ expense, the Vessel carries a Certificate of
                                                                 Financial Responsibility as required by the United States Offshore
                                                                 Pollution Act 1990;



 


		(iv)	the Vessel is insured against
                                                                such other risks (including Freight, Demurrage and Defense) that
                                                                are appropriate to the Vessel’s trade;



 


		(v)	the Owners’ Insurances name
                                                               the Owners and the Managers as co-assureds, with full cover, with
                                                               the Owners obtaining cover in respect of each of the insurances
                                                               specified in Clause 6.1 on terms whereby the Owners are liable
                                                               in respect of premiums or calls arising in connection with the
                                                               Owners’ Insurances; and



 


		(vi)	written evidence is provided,
                                                                to the reasonable satisfaction of the Managers, of compliance
                                                                by the Owners with their obligations under Clause 6 within a reasonable
                                                                time of the commencement of the Agreement, and of each renewal
                                                                date and, if specifically requested, of each payment date of the
                                                                Owners’ Insurances.



 


		6.2.	Insofar as it affects the superintendent
                                                                   and other shore staff employed by the Managers in connection
                                                                   with this Agreement, the Managers shall procure and maintain
                                                                   at their own expense appropriate insurance cover with first
                                                                   class insurers in respect of death or injury to such superintendents
                                                                   or shore staff, and such insurance shall comply with all applicable
                                                                   law.



 


		6.3.	Managers shall name Owners
                                                                   as co-assureds on this insurance cover, and Managers agree
                                                                   to waive all subrogation rights against Owners that might arise
                                                                   under this entire Clause 6.



 


		7.	MANAGEMENT FEE



 


		7.1.	Subject to any adjustment in
                                                                   accordance with the provisions of Clause 7.2 the Owners shall
                                                                   pay to the Managers for the provision of Management Services,
                                                                   a monthly management fee of Fourty-Six Thousand Dollars (US$46,000)
                                                                   (the “Management Fee”) which shall be paid
                                                                   each calendar month in advance by the first Working Day of
                                                                   each applicable month provided that where a payment is due
                                                                   in respect of any part of a month that payment shall be paid
                                                                   on a pro-rata basis, such sums to be paid into the Managers’
                                                                   Account. All invoices for the Management Fee shall be submitted
                                                                   by the Managers to the Owners in advance on a monthly basis.



 


		7.2.	If, during any calendar month,
                                                                   the Vessel is in:



 


		(i)	“deep” lay-up (that
                                                               is with sea chests sealed off and all system drained




    	19



    	



    

down) the Management Fee shall
be Three Thousand Five Hundred Dollars (US$3,500) per month and pro rata in respect of any part month; or


 


		(ii)	a partially manned stand-by condition,
                                                                during a period of lay-up (other than deep lay-up) or during reactivation
                                                                periods or during any period where the Managers are preparing
                                                                to take over management of the Vessel from a third party the Management
                                                                Fee shall be Ten Thousand Dollars (US$10,000) per month and pro
                                                                rata in respect of any part month.



 


		7.3.	The Management Fee is exclusive
                                                                   of value added tax and any other existing sales or services
                                                                   tax that may be applicable. The Managers warrant that at the
                                                                   Effective Date, no such taxes are payable in respect of the
                                                                   Management Fee under Greek Law.



 


The Management Fee
payable to the Managers will be adjusted annually on the first Review Date after the Effective Date and on each Review Date thereafter.
The adjustment will be agreed between the Parties in good faith on the basis of general inflation and proof of increases in actual
costs incurred by the Managers.


 


		7.4.	In addition to the Management
                                                                   Fee, if the Managers’ superintendent or other staff are
                                                                   reasonably required to spend more than twenty-five (25) days
                                                                   in aggregate visiting the Vessel in any calendar year (or pro-rata
                                                                   for part of a calendar year), the cost of visits in excess
                                                                   of twenty-five (25) days shall be paid by the Owners, into
                                                                   the Managers’ Account, at a rate of One Thousand Dollars
                                                                   (US$1,000.00) per day (or pro rata in respect of any part day
                                                                   on board the Vessel). Notwithstanding the foregoing, all reasonable
                                                                   travelling expenses in connection with reasonably required
                                                                   visits to the Vessel by Managers’ superintendent or other
                                                                   staff (excluding visits in connection with drydocking) shall
                                                                   be part of the Management Fee, irrespective of the duration
                                                                   of such visits.



 


		7.5.	In the event of this Agreement
                                                                   being terminated by the Owners or the Managers in accordance
                                                                   with the provisions of Clause 17.3 or 17.4, the Management
                                                                   Fee payable to the Managers according to the provisions of
                                                                   Clauses 7.1 and 7.2, shall continue to be payable for a further
                                                                   period of three calendar months as from the termination date.
                                                                   In addition, provided that the Managers provide Crew for the
                                                                   Vessel in accordance with Clause 3.1:



 


		(i)	the Owners shall continue to pay
                                                               Crew Support Costs during the said further period of three calendar
                                                               months; and



 


		(ii)	the Owners shall pay any reasonable
                                                                Severance Costs which may materialise provided the Managers have
                                                                used reasonable endeavours to mitigate such obligations to the
                                                                Crew.



 


		7.6.	Unless otherwise agreed in
                                                                   writing all discounts and commissions obtained by the Managers
                                                                   in the course of the management of the Vessel shall be credited
                                                                   to the Owners.




    	20



    	



    

		7.7.	The Owners shall, in respect
                                                                   of each year of this Agreement, on or around the Review Date,
                                                                   decide whether or not to pay an Incentive Bonus to the Managers
                                                                   for remittance to the Crew of an amount and in the manner described
                                                                   in Annex “H” attached hereto.



 


Any Incentive Bonus that the
Owners decide to pay shall be paid into the Managers’ Account with fifteen (15) Working Days of the Review Date and the
Managers shall remit any such bonus to the Crew. In addition the Owners shall within fifteen (15) Working Days of the Review Date
provide a written explanation to the Managers of their decision which sets out in reasonable detail the rationale for making such
a decision.


 


		8.	VESSEL EXPENSES



 


		8.1.	Upon receipt of a request for
                                                                   funds for the Vessel pursuant to Clause 3.3.7 (iii) the Owners
                                                                   shall pay such funds into the Vessel Account, provided that
                                                                   such request is made in respect of items and amounts accounted
                                                                   for in the Annual Budget or made in respect of items or amounts
                                                                   for which the Managers do not require the approval of the Owners
                                                                   pursuant to Clause 3.3.6.



 


		8.2.	In the event that the Managers
                                                                   request funds from the Owners pursuant to Clause 3.3.7(iii),
                                                                   but the Owners are not obliged to pay such funds pursuant to
                                                                   Clause 8.1, then the Owners may refuse to provide such funds
                                                                   provided that, in such circumstances, the Managers shall not
                                                                   be liable for any losses or damages incurred by the Owners
                                                                   as a result of such refusal and in any event, the Owners shall
                                                                   not unreasonably refuse to pay or delay the payment of such
                                                                   sums.



 


		8.3.	All sums payable by the Owners
                                                                   in respect of requests made by the Managers pursuant to Clauses
                                                                   8.1 and 8.2 shall be paid into the Vessel Account by the first
                                                                   Working Day of the month following that month in which such
                                                                   request was made.



 


		8.4.	The Managers shall open the
                                                                   Vessel Account and communicate the details of the Vessel Account
                                                                   to the Owners prior to the Effective Date. The Vessel Account
                                                                   shall be an account that only contains monies payable into
                                                                   such Vessel Account pursuant to this Agreement. All monies
                                                                   paid into the Vessel Account (including interest, if payable)
                                                                   shall be held on trust for and to the credit of the Owners
                                                                   and the Managers may only utilise funds in the Vessel Account
                                                                   for the proper performance of the Management Services hereunder.
                                                                   The Managers shall provide full details of all transactions
                                                                   in relation to the Vessel Account and shall procure that monthly
                                                                   Vessel Account bank statements are provided to the Owners for
                                                                   each month of this Agreement.



 


		8.5.	Notwithstanding anything contained
                                                                   in this Agreement, the Managers shall in no circumstances be
                                                                   required to use or commit their own funds to finance the provision
                                                                   of the Management Services.



 



    	21



    	



    

		9.	MANAGERS’ RIGHT TO SUB-CONTRACT


 


		9.1.	The Managers shall have the
                                                                   right to sub-contract any of their obligations in this Agreement,
                                                                   subject to Clause 9.2 below.



 


		9.2.	The Managers shall obtain the
                                                                   prior written consent of the Owners if they wish to sub-contract
                                                                   any of their obligations under this Agreement for amounts exceeding
                                                                   Fifty Thousand United States Dollars over and beyond the approved
                                                                   Annual Budget.



 


		9.3.	Notwithstanding any sub-contract
                                                                   the Managers shall remain fully liable for the due performance
                                                                   of their obligations under this Agreement, the Managers shall
                                                                   procure that each sub-contractor engaged pursuant to this Clause
                                                                   9 shall comply with the requirements of Clause 3.4.



 


		10.	RESPONSIBILITIES



 


		10.1.	Force Majeure



 


		10.1.1.	Neither the Owners, nor
                                                                      the Managers shall be liable for any loss or damage or total
                                                                      or partial failure to perform this Agreement (other than
                                                                      a failure to perform an obligation to pay money) caused
                                                                      wholly or partly by any circumstances or things beyond the
                                                                      reasonable control of the Owners or the Managers, as the
                                                                      case may be, including (without limiting the generality
                                                                      of the foregoing) acts of God, fires, floods, epidemics,
                                                                      quarantine restrictions, wars, terrorism, insurrections,
                                                                      riots, violent demonstrations, criminal offences, acts and
                                                                      omissions of civil or military authority or of usurped power,
                                                                      requisition or hire by any governmental or other competent
                                                                      authority, or embargoes.



 


		10.1.2.	The party invoking force
                                                                      majeure will advise the other party of the force majeure
                                                                      event at the earliest opportunity and also advise same party
                                                                      of the likely duration of such force majeure situation.



 


		10.2.	Liability to Owners



 


The Managers shall be under
no liability to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including
but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising
in the course of performance of the Management Services, unless the same is proved to have resulted from the breach of this Agreement,
fraud, gross negligence, or wilful misconduct of the Managers or their employees, or agents or sub-contractors employed by them
in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’
personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay
or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim
or claims shall not exceed a total of twelve (12) times the monthly Management Fee of Forty-Six Thousand Dollars (US$46,000) as
adjusted annually pursuant to Clause 7.3 above.



    	22



    	



    

Notwithstanding anything herein
contained in the contrary, the Managers shall not be liable for any of the actions of the Crew, even if such actions are negligent
or wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations
under Clauses 3.1 or 3.4, in which case their liability shall be limited in accordance with the terms of this Clause 10.2.


 


		10.3.	Indemnity



 


Except to the extent and solely
for the amount that the Managers would be liable under Clause 10.2, the Owners hereby undertake to keep the Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands
or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of
or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses
(including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly)
in the course of the performance of this Agreement.


 


		10.4.	“Himalaya”



 


It is hereby expressly agreed
that no employee or agent of the Managers (including sub-contractors from time to time employed by the Managers) shall in any
circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising
or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection
with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 10, every exemption, limitation,
condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable
to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such
employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 10 the
Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might
be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent
be or be deemed to be parties to this Agreement.


 


		11.	DOCUMENTATION



 


		11.1.	The Managers shall also maintain
                                                                    and cause their agents to maintain and retain in accordance
                                                                    with generally accepted accounting practices, applicable tax
                                                                    requirements and good international shipping practices, all
                                                                    books, accounts and records pertaining to this Agreement,
                                                                    and all records, documents and other materials related to
                                                                    the Managers’ implementation of and compliance with
                                                                    the Quality Assurance & Quality Control System, including
                                                                    vouchers, invoices,




    	23



    	



    

receipts, correspondence, copies
of original documents and such other documentation as is necessary in order to verify the compensation payable hereunder.


 


		11.2.	The Managers shall make available,
                                                                    upon Owners’ request, all documentation and records
                                                                    relating to the performance of the Management Services, the
                                                                    SMS and/or the Crew which the Owners require in order
                                                                    to demonstrate compliance with the ISM Code, ISPS Code, and
                                                                    STCW 95, or to defend or prosecute a claim against a third
                                                                    party or otherwise.



 


		11.3.	All Vessel Data is and shall
                                                                    remain the property of the Owners and shall be made available
                                                                    to the Owners by the Managers on the Owners’ request.
                                                                    Upon termination of this Agreement for any reason, the Managers
                                                                    shall promptly provide the Owners with all the Vessel Data,
                                                                    whether onboard the Vessel or otherwise.



 


		11.4.	The Managers shall retain
                                                                    and properly store all Vessel Data in accordance with first
                                                                    class LNG ship management practice. If, in the Managers’
                                                                    opinion, certain Vessel Data should be destroyed, then the
                                                                    Managers shall first offer to return that Vessel Data (at
                                                                    the Owners’ expense) to the Owners, and in the event
                                                                    that the Owners decline such offer, the Managers may destroy
                                                                    such Vessel Data.



 


		12.	DEPLOYMENT OF THE VESSEL



 


		12.1.	The Managers shall ensure
                                                                    that the Crew of the Vessel shall comply with any Permanent
                                                                    Instructions.



 


		12.2.	The Owners may change the
                                                                    terms of the Permanent Instructions, or upon the execution
                                                                    of a new Charter replace the existing Permanent Instructions
                                                                    with new Permanent Instructions with the consent of the Managers
                                                                    which shall not be unreasonably withheld or delayed.



 


		12.3.	In the event that the Managers
                                                                    or the Crew receive instructions from the Charterers, that
                                                                    in the opinion of the Managers, conflict with instructions
                                                                    provided by the Owners or which go beyond the scope of authority
                                                                    of the Charterers (to the extent such scope of authority has
                                                                    been disclosed by the Owners to the Managers), the Managers
                                                                    shall use best endeavours to immediately notify the Owners
                                                                    and the Charterers of the same. In such circumstances, subject
                                                                    to Clause 3.1.2(viii), the Owners’ instructions shall
                                                                    take precedence over the Charterers’ instructions.



 


		12.4.	Except for the purposes of
                                                                    saving life, the Vessel shall not, unless expressly authorised
                                                                    by the Owners, undertake attempts of salvage.



 


		12.5.	If:



 


		(i)	the Vessel undertakes attempts
                                                               at salvage pursuant to Clause 12.4, or




    	24



    	



    

		(ii)	the Vessel requests that a third
                                                                party attempts salvage of the Vessel, then without prejudice to
                                                                the Master of the Vessel’s overriding right to take whatever
                                                                action he may deem necessary to preserve life or prevent the loss
                                                                of the Vessel, all salvage shall be under the terms of the current
                                                                “Lloyds Open Form No Cure — No Pay” agreement.



 


		12.6.	Any proceeds arising from
                                                                    salvage of third party property shall be for the benefit of
                                                                    the Owners.



 


		12.7.	Notwithstanding any other
                                                                    provision of this Agreement, the Managers shall not (and shall
                                                                    procure that the Crew shall not), without the written consent
                                                                    of the Owners, sign any bill of lading on behalf of the Owners.



 


		13.	AUDITING



 


		13.1.	The Managers shall prepare
                                                                    the Annual Budget and accounts (as referred to in Clause 3.3.1
                                                                    above) and shall make the same available for inspection and
                                                                    auditing by the Owners at such times as may be mutually agreed.



 


		13.2.	The Owners shall have the
                                                                    right to audit the Managers’ records and documentation
                                                                    as set out in Clause 11 above for the purpose of verifying
                                                                    their correctness and completeness at all times on reasonable
                                                                    notice to the Managers. Where staff or auditors of the Owners
                                                                    visit the premises of the Managers for the purpose of carrying
                                                                    out an audit, the Managers shall provide office space and
                                                                    facilities to such staff or auditors at no extra cost to the
                                                                    Owners.



 


		14.	INSPECTION OF VESSEL



 


		14.1.	The Owners shall have the
                                                                    right at any time after giving reasonable notice to the Managers
                                                                    to inspect the Vessel for any reason they consider necessary.



 


		15.	COMPLIANCE WITH LAWS AND REGULATIONS
                                                           ETC.



 


		15.1.	The Managers will not do or
                                                                    permit to be done anything which might cause any breach or
                                                                    infringement or the laws and regulations of the Vessel’s
                                                                    flag, the classification society or of the Primary Terminals
                                                                    and other places where she trades.



 


		16.	DURATION OF THE AGREEMENT



 


		16.1.	This Agreement is entered
                                                                    into on the date of signing and shall continue until terminated
                                                                    in accordance with Clause 17.



 


		17.	TERMINATION



 


		17.1.	If the Managers:



 


		(i)	fail to meet any material obligation
                                                               under this Agreement; or




    	25



    	



    

		(ii)	fail to meet any obligation under
                                                                this Agreement that has a material adverse effect upon the Owners
                                                                or the Vessel;



 


then the Owners may give notice
to the Managers of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practically
possible. In the event that the default is not capable of being remedied or the Managers fail to remedy the default within a reasonable
time to the satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement by giving the Managers ninety
(90) days’ written notice.


 


		17.2.	The Owners may also terminate
                                                                    this Agreement by giving the Managers ninety (90) days’
                                                                    written notice in the event that the Managers, in the reasonable
                                                                    opinion of the Owners, fail to manage the Vessel in accordance
                                                                    with first class LNG ship management practice and such failure
                                                                    has not been remedied within a reasonable time after written
                                                                    notice of such failure.



 


		17.3.	The Managers shall be entitled
                                                                    to terminate the Agreement by notice in writing if:



 


		(i)	any moneys payable by the Owners
                                                               to the Managers have not been received into the Managers’
                                                               Account within thirty (30) days (excluding Saturdays, Sundays and
                                                               public holidays) of payment having been requested in writing by
                                                               the Managers; or



 


		(ii)	this Agreement or any of the Owners’
                                                                rights and/or obligations are assigned to any person or entity
                                                                without the Managers’ prior written agreement or approval.



 


		17.4.	This Agreement shall be deemed
                                                                    to be terminated:



 


		(i)	in the case of the sale of the
                                                               Vessel (other than a sale or transfer to an Affiliate of the Owners);



 


		(ii)	if the Vessel becomes a total
                                                                loss or is declared as a constructive or compromised or arranged
                                                                total loss or is requisitioned for hire; or



 


		(iii)	in the event of an order being
                                                                 made or resolution passed for the winding up, dissolution, liquidation
                                                                 or bankruptcy of either party (otherwise than of the purpose
                                                                 of a solvent reconstruction or amalgamation) or if a receiver
                                                                 or similar officer is appointed of the whole or a material part
                                                                 of its assets or if it suspends payment, ceases to carry on business
                                                                 or makes any special arrangement or composition with its creditors.



 


		17.5.	If the Owners elect to provide
                                                                    Officers and, for any reason within their control, the Owners
                                                                    fail to:



 


		(i)	procure Officers and Ratings supplied
                                                               by them or on their behalf, complying with the requirements of
                                                               STCW 95; or




    	26



    	



    

		(ii)	instruct such officers and ratings
                                                                to obey all reasonable orders of the Managers’ SMS;



 


then the Managers
may give notice to the Owners of the default, requiring them to remedy it (if such default is capable of being remedied) as soon
as practicably possible. In the event that the default is not capable of being remedied or if the Owners fail to remedy the default
within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate this agreement.


 


		17.6.	[Reserved]



 


		17.7.	Notwithstanding Clauses 17.1
                                                                    and 17.2, the Owners shall have the right to terminate this
                                                                    Agreement at any time and for any reason by giving the other
                                                                    party not less than three (3) months’ written notice
                                                                    of their intention to terminate this Agreement.



 


		17.8.	If the Owners proceed with
                                                                    the employment of, or continue to employ the Vessel in blockade
                                                                    running or in an unlawful trade or on a voyage, which in the
                                                                    reasonable opinion of the Managers, is unduly hazardous, the
                                                                    Managers may give notice to the Owners requiring them to cease
                                                                    to employ the Vessel in such manner as soon as possible. If
                                                                    the Owners fail to comply with such notice within a reasonable
                                                                    time to the satisfaction of the Managers, the Managers shall
                                                                    be entitled to terminate this Agreement with immediate effect
                                                                    by notice in writing.



 


		17.9.	The termination of this Agreement
                                                                    shall be without prejudice to all rights accrued due between
                                                                    the parties prior to the date of termination.



 


		18.	MISCELLANEOUS



 


		18.1.	The confidentiality obligations
                                                                    of the parties are set out in a separate Confidentiality Agreement
                                                                    that is attached for reference in Annex “G”.



 


		18.2.	A person who is not a party
                                                                    to this Agreement may not enforce, or otherwise have the benefit
                                                                    of, any provision of this Agreement under the Contracts (Rights
                                                                    of Third Parties) Act 1999, but this provision does not affect
                                                                    any right or remedy of a third party which exists or is available
                                                                    apart from that Act.



 


		18.3.	At the expiry or earlier termination
                                                                    of any existing ship management agreement(s) in relation to
                                                                    the Vessel, Managers shall co-operate in the transfer arrangements
                                                                    to be notified to the Managers by the Owners and shall facilitate
                                                                    the smooth transition of all operations and duties to Managers
                                                                    with the minimum of disruption.



 


		18.4.	Either party may at any time
                                                                    assign or transfer to an Affiliate its respective rights and
                                                                    obligations under this Agreement provided that they first
                                                                    obtain the written consent of the other party. Such consent
                                                                    shall not be unreasonably withheld, conditioned or delayed
                                                                    and the parties agree to promptly execute any reasonable novation
                                                                    or transfer documentation to give effect to such an assignment
                                                                    or




    	27



    	



    

transfer.


 


		19.	LAW AND ARBITRATION



 


		19.1.	This Agreement shall be governed
                                                                    by and construed in accordance with English law and any dispute
                                                                    arising out of or in connection with this Agreement shall
                                                                    be referred to arbitration in London in accordance with the
                                                                    Arbitration Act 1996 or any statutory modification or re-enactment
                                                                    thereof save to the extent necessary to give effect to the
                                                                    provisions of this Clause.



 


		19.2.	The arbitration shall be construed
                                                                    and conducted in accordance with the London Maritime Arbitrators
                                                                    Association (LMAA) Terms current at the time when the arbitration
                                                                    proceedings are commenced. The language used for such arbitration
                                                                    shall be English and the arbitration shall be conducted in
                                                                    London.



 


		19.3.	The reference shall be to
                                                                    three arbitrators. A party wishing to refer a dispute to arbitration
                                                                    shall appoint its arbitrator and send notice of such appointment
                                                                    in writing to the other party requiring the other party to
                                                                    appoint its own arbitrator within 14 calendar days of that
                                                                    notice and stating that it will appoint its arbitrator as
                                                                    sole arbitrator unless the other party appoints its own arbitrator
                                                                    and gives notice that it has done so within the 14 days specified.
                                                                    If the other party does not appoint its own arbitrator and
                                                                    give notice that it has done so within the 14 days specified,
                                                                    the party referring a dispute to arbitration may, without
                                                                    the requirement of any further prior notice to the other party,
                                                                    appoint its arbitrator as sole arbitrator and shall advise
                                                                    the other party accordingly. The award of a sole arbitrator
                                                                    shall be binding on both parties as if he had been appointed
                                                                    by agreement.



 


		19.4.	Nothing herein shall prevent
                                                                    the parties agreeing in writing to vary these provisions to
                                                                    provide for the appointment of a sole arbitrator.



 


		19.5.	In cases where neither the
                                                                    claim nor any counterclaim exceeds the sum of US$50,000 (or
                                                                    such other sum as the parties may agree) the arbitration shall
                                                                    be conducted in accordance with the LMAA Small Claims Procedure
                                                                    current at the time when the arbitration proceedings are commenced.
                                                                    The language used for such arbitration shall be English and
                                                                    the arbitration shall be conducted in London.



 


		20.	NOTICES AND BANK ACCOUNTS



 


		20.1.	Any notice to be given by
                                                                    either party to the other party pursuant to this Agreement
                                                                    shall be in writing and shall be effective upon delivery pursuant
                                                                    to Clause 20.2 and shall be sent by fax, registered mail or
                                                                    by personal service to the following addresses:



 


for the Owners:


 


Gas-sixteen Ltd.

Clarendon House




    	28



    	



    

2 Church Street

Hamilton HM11

Bermuda

Fax. No.: +377 97 97 51 24

Attn: Graham Westgarth


 


for the Managers:


 


GasLog LNG Services Ltd.

Piraeus Branch Office

69, Akti Miaouli,

185 37 Piraeus, Greece

Fax No: +30 210 4591247


 


Attention: Theodoros Katemidis, General Manager


 


		20.2.	A notice is deemed to have
                                                                    been received:



 


		(i)	if delivered personally, at the
                                                               time of delivery;



 


		(ii)	in the case of fax, at the time
                                                                of transmission;



 


		(iii)	in the case of delivery of courier,
                                                                 on the date of receipt by the courier of written acknowledgement
                                                                 of such delivery;



 


		(iv)	in the case of pre-paid first
                                                                class post, recorded delivery or registered post, on receipt;
                                                                and



 


		(v)	if deemed receipt under the previous
                                                               paragraphs of this sub-clause is not within business hours (meaning
                                                               9:00 am to 5:30 pm Monday to Friday (or Sunday to Thursday if the
                                                               place of receipt is in Egypt) on a day that is not a public holiday
                                                               in the place of receipt), when business next starts in the place
                                                               of receipt.



 


		20.3.	For the purposes of this Agreement,
                                                                    the Managers’ Account currently has the following details:



 


[Account details
to be provided supplementally]


 


IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


SIGNED for and on behalf

of GAS-sixteen Ltd.

by




    	29



    	



    



in the presence of 


 





 


SIGNED for and on behalf

of GASLOG LNG SERVICES LTD.

by


 


in the presence of 


 






    	30



    	



    

ANNEX “A”


 


DETAILS OF VESSEL


 


[OWNERS TO PROVIDE ON OR BEFORE EFFECTIVE
DATE]



    	 



    	



    

ANNEX “B”

DETAILS OF CREW / OFFICERS

RATINGS


 


[MANAGERS TO PROVIDE AT LEAST 30 DAYS
PRIOR TO EFFECTIVE 

DATE]



    	 



    	



    

ANNEX “C”

INITIAL BUDGET


 


To be provided in accordance with Clause
3.3.2 at least [one (1)] month prior to the Effective Date and once approved by Owners to be inserted



    	 



    	



    

ANNEX “D”

OPERATIONAL AND MAINTENANCE PROTOCOL


 


The provisions of this Operational and
Maintenance Protocol (“Protocol”) are integral with the provisions of the Agreement. The Owners agree to provide the
manager with the necessary financial resources to comply with the requirements of this Operational and Maintenance Protocol.


 


The Vessel shall always be operated and
maintained in accordance with the first class international standards for LNG vessels. These standards shall include, without
limitation, that:


 


		·	The
                                                                                                              Vessel is always
                                                                                                              manned, operated
                                                                                                              and maintained in
                                                                                                              a safe and prudent
                                                                                                              manner to minimise
                                                                                                              the risk of accidents;



 


		·	the
                                                                                                              maintenance and
                                                                                                              operation of the
                                                                                                              Vessel shall be
                                                                                                              thorough and proactive
                                                                                                              and not based merely
                                                                                                              on the minimum standards
                                                                                                              required by the
                                                                                                              Vessel’s flag
                                                                                                              state and classification
                                                                                                              society but to the
                                                                                                              highest standards
                                                                                                              applicable in the
                                                                                                              shipping and LNG
                                                                                                              industry;



 


		·	the
                                                                                                              Managers agree to
                                                                                                              maintain membership
                                                                                                              in the Society of
                                                                                                              International Gas
                                                                                                              Tankers and Terminal
                                                                                                              Operators Association
                                                                                                              (SIGTTO) and to
                                                                                                              abide by all guidelines,
                                                                                                              recommendations,
                                                                                                              and training schedules
                                                                                                              that are applicable
                                                                                                              to the safe and
                                                                                                              reliable operation
                                                                                                              of LNG vessels made
                                                                                                              by this industry
                                                                                                              association;



 


		·	the
                                                                                                              Managers agree to
                                                                                                              observe and abide
                                                                                                              by all guidelines,
                                                                                                              recommendations,
                                                                                                              and training standards
                                                                                                              that are promulgated
                                                                                                              by the Oil Companies’
                                                                                                              International Marine
                                                                                                              Forum (OCIMF) and
                                                                                                              are applicable to
                                                                                                              the safe and reliable
                                                                                                              operation of LNG
                                                                                                              vessels made by
                                                                                                              this industry association;



 


		·	the
                                                                                                              Vessel shall be
                                                                                                              maintained and refurbished
                                                                                                              and where necessary
                                                                                                              restored to ensure
                                                                                                              the safe, reliable,
                                                                                                              and efficient transportation
                                                                                                              of LNG for a minimum
                                                                                                              40 year trading
                                                                                                              life.



 


Other than for Manager-scheduled
maintenance periods of seventy two (72) hours every six (6) months (days which shall be agreed by the Owners), the Owners expect
the Vessel to be available for the safe and efficient transportation of LNG for 100% of the year. The Manager shall put in place
a robust and comprehensive vessel management system designed to meet this availability objective.


 


The Managers shall take the necessary
steps to promote a culture of safety awareness, compliance with established procedures, and non-conformance reporting to facilitate
continuous improvement throughout the organization including all crewmembers onboard the Vessel.



    	 



    	



    

CREWING


 


The Managers agree that having a well-trained
and qualified vessel crew and shoreside support staff, well versed in LNG vessel operations and management, is the foundation
of a safe, reliable, and efficient LNG vessel operation.


 


		·	The
                                                                                                              Managers agree to
                                                                                                              adhere to the Training
                                                                                                              Matrix, and also
                                                                                                              agree that if the
                                                                                                              Training Matrix
                                                                                                              conflicts with less
                                                                                                              stringent standards
                                                                                                              contained in this
                                                                                                              Agreement, the Training
                                                                                                              Matrix will control.



 


		·	Managers
                                                                                                              shall arrange for
                                                                                                              all Deck Officers,
                                                                                                              including the Master,
                                                                                                              to attend Bridge
                                                                                                              Team Management
                                                                                                              Training at one
                                                                                                              of the recognized
                                                                                                              training centers.
                                                                                                              This training shall
                                                                                                              be repeated every
                                                                                                              five (5) calendar
                                                                                                              years.



 


		·	Managers
                                                                                                              are required to
                                                                                                              ensure that all
                                                                                                              Masters have attended
                                                                                                              a ship handling
                                                                                                              simulator-training
                                                                                                              course applicable
                                                                                                              for the type of
                                                                                                              vessel in use for
                                                                                                              LNG transportation.
                                                                                                              The training shall
                                                                                                              be repeated at a
                                                                                                              minimum of every
                                                                                                              five (5) calendar
                                                                                                              years.



 


		·	In
                                                                                                              addition to the
                                                                                                              requirements of
                                                                                                              the Management Agreement,
                                                                                                              all senior operational
                                                                                                              positions (Master,
                                                                                                              Chief Engineer,
                                                                                                              Chief Mate, and
                                                                                                              Second Engineers,
                                                                                                              Cargo Engineer)
                                                                                                              on board must have
                                                                                                              a minimum of three
                                                                                                              (3) years of sea
                                                                                                              time (time onboard)
                                                                                                              experience onboard
                                                                                                              LNG Carriers in
                                                                                                              any position in
                                                                                                              the position directly
                                                                                                              below the senior
                                                                                                              operational position
                                                                                                              they will assume.
                                                                                                              All senior operational
                                                                                                              positions must receive
                                                                                                              a minimum of two
                                                                                                              (2) weeks vessel
                                                                                                              familiarization
                                                                                                              and specific operational
                                                                                                              training, with a
                                                                                                              training scope appropriate
                                                                                                              to their position,
                                                                                                              prior to embarking
                                                                                                              onboard the Vessel
                                                                                                              for the first time.
                                                                                                              Any deviation from
                                                                                                              this section’s
                                                                                                              experience requirement
                                                                                                              must be approved
                                                                                                              by Owners.



 


		·	All
                                                                                                              officers and unlicensed
                                                                                                              crew on board require,
                                                                                                              as a minimum, specific
                                                                                                              training on the
                                                                                                              hazards and unique
                                                                                                              operational aspects
                                                                                                              associated with
                                                                                                              LNG carriers that
                                                                                                              meet the requirements
                                                                                                              of Section A-V/1
                                                                                                              paragraphs 1-7 of
                                                                                                              the STCW 1995 convention.
                                                                                                              All licensed officers
                                                                                                              that form part of
                                                                                                              the cargo transfer
                                                                                                              watch or carry out
                                                                                                              operational or maintenance
                                                                                                              duties and responsibilities
                                                                                                              directly related
                                                                                                              to the vessel’s
                                                                                                              cargo system shall
                                                                                                              also receive specific
                                                                                                              training meeting
                                                                                                              the requirements
                                                                                                              of Section A-V/1
                                                                                                              paragraphs 22-34
                                                                                                              of the STCW 1995
                                                                                                              convention. The
                                                                                                              Managers are to
                                                                                                              document what special
                                                                                                              LNG ship operations
                                                                                                              training is provided
                                                                                                              to licensed and
                                                                                                              unlicensed crewmembers
                                                                                                              prior to their employment
                                                                                                              on the LNG carrier.



 


		·	All
                                                                                                              crew are required
                                                                                                              to be properly qualified
                                                                                                              and certificated
                                                                                                              in accordance with
                                                                                                              the IMO Standards
                                                                                                              of Training, Certification
                                                                                                              and Watch keeping
                                                                                                              for Seafarers (STCW),
                                                                                                              1995, as amended,
                                                                                                              and in compliance
                                                                                                              with the Training
                                                                                                              Matrix.




    	 



    	



    

		·	Managers
                                                                                                              shall provide to
                                                                                                              Owners copies of
                                                                                                              all newly appointed
                                                                                                              senior officers’
                                                                                                              certification and
                                                                                                              details of experience
                                                                                                              prior to their embarkation
                                                                                                              onboard the Vessel.
                                                                                                              Owners have the
                                                                                                              right to review
                                                                                                              and verify the qualifications
                                                                                                              of all LNG vessel
                                                                                                              senior officers
                                                                                                              prior to their embarkation
                                                                                                              onboard the Vessel.
                                                                                                              Owners shall be
                                                                                                              given the opportunity
                                                                                                              to approve the certificates
                                                                                                              and experience of
                                                                                                              all senior officers
                                                                                                              a reasonable period
                                                                                                              prior to their initial
                                                                                                              embarkation onboard
                                                                                                              the Vessel), and
                                                                                                              shall have the discretion
                                                                                                              to reject any such
                                                                                                              officer if they
                                                                                                              do not meet the
                                                                                                              qualification and
                                                                                                              training requirements
                                                                                                              agreed between the
                                                                                                              Managers and Owners.
                                                                                                              Owners’ approval
                                                                                                              shall not be unreasonably
                                                                                                              withheld or delayed.



 


		·	Procedures
                                                                                                              shall be put in
                                                                                                              place in the ship’s
                                                                                                              Safety Management
                                                                                                              System clearly documenting
                                                                                                              who is responsible
                                                                                                              for the ship’s
                                                                                                              LNG Cargo System
                                                                                                              including cargo
                                                                                                              transfer operations.
                                                                                                              The responsibilities
                                                                                                              and interface between
                                                                                                              the Chief Mate and
                                                                                                              Cargo Engineer shall
                                                                                                              be clearly defined.
                                                                                                              The Managers shall
                                                                                                              identify and document
                                                                                                              the qualifications
                                                                                                              of a Person In Charge
                                                                                                              (PIC) of the Cargo
                                                                                                              Transfer Watch that
                                                                                                              exceed the requirements
                                                                                                              of Regulation V/1
                                                                                                              of the STCW 95 requirements.
                                                                                                              These qualifications
                                                                                                              shall be made available
                                                                                                              to Owners upon request.
                                                                                                              A training program
                                                                                                              shall be established
                                                                                                              and documented for
                                                                                                              junior officers
                                                                                                              to allow them to
                                                                                                              meet the qualifications
                                                                                                              of the PIC of the
                                                                                                              Cargo Transfer Watch
                                                                                                              during periods of
                                                                                                              steady state operation
                                                                                                              to allow the Chief
                                                                                                              Officer and Cargo
                                                                                                              Engineer to take
                                                                                                              rest periods if
                                                                                                              required to meet
                                                                                                              work hour restrictions.
                                                                                                              This program shall
                                                                                                              include some mechanism
                                                                                                              for competency assessment
                                                                                                              either on a cargo
                                                                                                              simulator or under
                                                                                                              supervised conditions
                                                                                                              during an actual
                                                                                                              cargo transfer onboard
                                                                                                              the Vessel.



 


		·	The
                                                                                                              Managers shall establish,
                                                                                                              as a minimum, the
                                                                                                              following policies
                                                                                                              and should ensure
                                                                                                              that all officers
                                                                                                              and crew are fully
                                                                                                              conversant and comply
                                                                                                              with these policies:



 


		·	Safety Policy



		·	Health Policy



		·	Environmental
                                                                                                            Policy



		·	Quality of Service
                                                                                                            Policy



		·	Operations Policy



		·	Navigation Policy



		·	Maintenance Policy



		·	Drug and Alcohol
                                                                                                            Policy



 


		·	The
                                                                                                              Managers shall ensure
                                                                                                              that all seafarers
                                                                                                              undergo a medical
                                                                                                              examination, which
                                                                                                              shall include a
                                                                                                              drug and alcohol
                                                                                                              test annually. On
                                                                                                              completion of a
                                                                                                              satisfactory medical
                                                                                                              examination a certificate
                                                                                                              shall be issued
                                                                                                              which shall remain
                                                                                                              valid for the period
                                                                                                              that the seafarer
                                                                                                              is onboard the Vessel.
                                                                                                              An OCIMF-compliant
                                                                                                              drug and alcohol
                                                                                                              policy, which includes
                                                                                                              random drug testing,
                                                                                                              shall be implemented,
                                                                                                              and tests conducted
                                                                                                              directly onboard
                                                                                                              the Vessel or by
                                                                                                              an outside




    	 



    	



    

contractor to deter the
use of illegal drugs and controlled substances by crewmembers while onboard the Vessel.


 


		·	The
                                                                                                              organization employed
                                                                                                              by the Managers
                                                                                                              to provide manning
                                                                                                              to the Vessel shall
                                                                                                              be engaged through
                                                                                                              a contract, which
                                                                                                              shall stipulate
                                                                                                              the Manager’s
                                                                                                              minimum competency
                                                                                                              and experience requirements.



 


		·	At
                                                                                                              intervals not exceeding
                                                                                                              two years the Managers
                                                                                                              shall ensure that
                                                                                                              the organization
                                                                                                              providing the manning
                                                                                                              of the Vessel is
                                                                                                              audited by a qualified
                                                                                                              auditor for compliance
                                                                                                              with the Managers’
                                                                                                              minimum requirements.
                                                                                                              Copies of the audit
                                                                                                              report, non-compliances
                                                                                                              and corrective actions
                                                                                                              shall be provided
                                                                                                              to Owners, upon
                                                                                                              request.



 


		·	Managers
                                                                                                              shall implement
                                                                                                              a system that interrogates
                                                                                                              and confirms officer’s
                                                                                                              qualifications and
                                                                                                              fitness for duty
                                                                                                              prior to joining
                                                                                                              the Vessel.



 


		·	The
                                                                                                              Managers shall keep
                                                                                                              a minimum number
                                                                                                              of officers employed
                                                                                                              onboard the Vessel
                                                                                                              during dry-dock
                                                                                                              overhaul periods
                                                                                                              for inspection and
                                                                                                              quality assurance
                                                                                                              purposes. As a minimum,
                                                                                                              these people shall
                                                                                                              include all Licensed
                                                                                                              Engineering Officers
                                                                                                              , the Chief Officer
                                                                                                              and the Captain.



 


MAINTENANCE


 


		·	A
                                                                                                              Master Maintenance
                                                                                                              Plan shall be developed
                                                                                                              for the Vessel and
                                                                                                              approved by Owners’,
                                                                                                              provided that Owners’
                                                                                                              approval does not
                                                                                                              conflict with the
                                                                                                              Vessel’s Class
                                                                                                              or Flag State requirements.
                                                                                                              The objective of
                                                                                                              this plan shall
                                                                                                              be to maintain the
                                                                                                              safe, reliable,
                                                                                                              and efficient operation
                                                                                                              of the Vessel over
                                                                                                              its projected 40
                                                                                                              year life. This
                                                                                                              plan shall cover
                                                                                                              the following areas
                                                                                                              associated with
                                                                                                              efficient operation
                                                                                                              and Vessel maintenance
                                                                                                              and repair:



 


		1.	Dry-docking interval



 


		2.	Procedures associated with pre-qualification of repair shipyards



 


		3.	Hull Roughness measurement and maintenance to an acceptable level



 


		4.	Anticipated schedule of maintenance, major overhaul, and refurbishment
                                                            of all vessel critical equipment



 


		5.	A description of the Preventive Maintenance System covering scheduled
                                                            maintenance of all vessel equipment



 


		6.	Inventory Control Procedures and stock of critical spare parts
                                                            both onboard and ashore



 


		7.	Procedures associated with pre-qualification of equipment and
                                                            spare parts vendors




    	 



    	



    

		8.	Propulsion plant efficiency performance monitoring procedures
                                                            and corrective action steps



 


		9.	Condition Monitoring Systems and Condition Monitoring based maintenance



 


		10.	Means of collecting the necessary date in a structured format
                                                             to monitor and benchmark equipment reliability performance



 


		11.	Performing Root Cause Analysis of equipment failures and equipment/systems
                                                             reliability improvement



 


		12.	Procedures associated with Equipment Obsolescence



 


		·	The
                                                                                                              Preventive Maintenance
                                                                                                              system shall incorporate
                                                                                                              the equipment suppliers
                                                                                                              or makers’
                                                                                                              instructions and
                                                                                                              maintenance recommendations.



 


		·	All
                                                                                                              maintenance work
                                                                                                              carried out on vessel
                                                                                                              equipment, other
                                                                                                              than normal routine
                                                                                                              operational work,
                                                                                                              shall be carried
                                                                                                              out using a permit
                                                                                                              to work system.



 


		·	Where
                                                                                                              equipment isolation
                                                                                                              is required for
                                                                                                              operational and/or
                                                                                                              personnel safety
                                                                                                              or where hot work
                                                                                                              is involved all
                                                                                                              work must be carried
                                                                                                              out under a written
                                                                                                              procedure under
                                                                                                              the guidelines of
                                                                                                              the Safety Management
                                                                                                              System’s Lockout/Tag
                                                                                                              out/Isolation or
                                                                                                              Hot work permit
                                                                                                              procedures.



 


The following is the proposed maintenance
cycle that shall be followed with the Vessel. It is based on a 60 month period coinciding with the Vessel’s 5 year special
survey requirements. This cycle may be adjusted through mutual agreement between Manager and Owners. The Managers shall notify
Owners in writing at least 30 days in advance of the proposed dates for each 2 day Scheduled Maintenance Window and at least 6
months in advance of the proposed dates for dry-docking the Vessel. The Owners are primarily responsible for coordinating the
communication and discussion of the scheduling of maintenance cycle events with the vessel’s charterer.


 


	Month	 	Maintenance
    Event
	6	 	48 Hours Scheduled Maintenance
    Window
	12	 	48 Hours Scheduled Maintenance
    Window
	18	 	48 Hours Scheduled Maintenance
    Window
	24	 	48 Hours Scheduled Maintenance
    Window
	30	 	Minor Drydocking -
    Intermediate Survey
	36	 	48 Hours Scheduled Maintenance
    Window
	42	 	48 Hours Scheduled Maintenance
    Window
	48	 	48 Hours Scheduled Maintenance
    Window
	54	 	48 Hours Scheduled Maintenance
    Window
	60	 	Major Drydocking -
    5 Year Special Survey




    	 



    	



    

OPERATIONS


 


		·	The
                                                                                                              Managers shall establish
                                                                                                              detailed procedures
                                                                                                              for all critical
                                                                                                              operations performed
                                                                                                              onboard the Vessel
                                                                                                              as part of the Vessel’s
                                                                                                              Safety Management
                                                                                                              System. These procedures
                                                                                                              shall be developed
                                                                                                              and tailored specifically
                                                                                                              to the Vessel. Steps
                                                                                                              shall be taken to
                                                                                                              familiarize Vessel
                                                                                                              personnel with these
                                                                                                              procedures and a
                                                                                                              robust internal
                                                                                                              audit program shall
                                                                                                              be carried out to
                                                                                                              verify crew compliance
                                                                                                              with these established
                                                                                                              procedures. Checklists
                                                                                                              should be used where
                                                                                                              appropriate to assist
                                                                                                              personnel in following
                                                                                                              procedures and to
                                                                                                              provide documented
                                                                                                              evidence of adherence
                                                                                                              to procedures. Copies
                                                                                                              of all work instructions
                                                                                                              and procedures in
                                                                                                              force shall be on
                                                                                                              file in the head
                                                                                                              office facilities
                                                                                                              of the Manager.
                                                                                                              The complete Safety
                                                                                                              Management System
                                                                                                              shall be made available
                                                                                                              in hard or electronic
                                                                                                              copy to the Owners.



 


		·	Changes
                                                                                                              to operating procedures
                                                                                                              must be reviewed
                                                                                                              by a senior officer
                                                                                                              onboard and approved
                                                                                                              by shore based management
                                                                                                              before the changes
                                                                                                              are implemented.



 


		·	The
                                                                                                              Vessel and crew
                                                                                                              at all times shall
                                                                                                              be capable of operating
                                                                                                              with no venting
                                                                                                              of cargo boil-off
                                                                                                              gases to the atmosphere.
                                                                                                              Any such venting
                                                                                                              shall immediately
                                                                                                              be reported to the
                                                                                                              Owners with a full
                                                                                                              explanation as to
                                                                                                              why the venting
                                                                                                              operation was required
                                                                                                              and an estimate
                                                                                                              of venting duration
                                                                                                              and quantity vented.
                                                                                                              It is recognized
                                                                                                              that under rare
                                                                                                              extreme conditions
                                                                                                              the cargo tank pressure
                                                                                                              may approach the
                                                                                                              P.V. valve release
                                                                                                              settings. This condition
                                                                                                              is to be avoided
                                                                                                              through proper management
                                                                                                              of cargo during
                                                                                                              laden voyages and
                                                                                                              of the heel and
                                                                                                              spray cooling during
                                                                                                              ballast voyages,
                                                                                                              and if necessary
                                                                                                              to prevent P/V valves
                                                                                                              from lifting, the
                                                                                                              Vessel will, when
                                                                                                              possible, reduce
                                                                                                              cargo tank pressure
                                                                                                              below this setting
                                                                                                              by intentional venting
                                                                                                              in a controlled
                                                                                                              manner.



 


		·	Whenever
                                                                                                              the vessel is transiting
                                                                                                              restricted waters
                                                                                                              the following operating
                                                                                                              profile shall normally
                                                                                                              be adhered to unless
                                                                                                              specific equipment
                                                                                                              breakdown prevents
                                                                                                              this:



 


		·	The Throttle shall
                                                                                                            be in Bridge Control



		·	The Steering Gear
                                                                                                            systems shall be fully
                                                                                                            tested (including
                                                                                                            all standby pumps)
                                                                                                            prior to entry into
                                                                                                            restricted waters



		·	Boilers shall
                                                                                                            be operated in the
                                                                                                            Dual Fuel Mode



		·	Two ship service
                                                                                                            generators shall be
                                                                                                            on line for redundancy



		·	The main engine
                                                                                                            shall be placed in
                                                                                                            “Standby”
                                                                                                            and the engine room
                                                                                                            shall be manned if
                                                                                                            there is a high probability
                                                                                                            of the vessel maneuvering



 


		·	All
                                                                                                              inhibits on any
                                                                                                              trip (safety shutdown)
                                                                                                              and alarm system
                                                                                                              must be approved
                                                                                                              by the Master or
                                                                                                              Chief Engineer before
                                                                                                              being applied. A
                                                                                                              written procedure
                                                                                                              is necessary to
                                                                                                              document the operational
                                                                                                              conditions that
                                                                                                              must exist before
                                                                                                              any trip or alarm
                                                                                                              may be inhibited
                                                                                                              and what additional
                                                                                                              safety measures
                                                                                                              must be put in




    	 



    	



    

place when trips or alarms
are inhibited. A daily log of all inhibited trips and alarms shall be displayed on the bridge and in the engine room.


 


INSPECTIONS


 


		·	The
                                                                                                              Managers shall arrange
                                                                                                              on a bi annual basis
                                                                                                              for a fully accredited
                                                                                                              OCIMF SIRE inspection
                                                                                                              of the ship. A copy
                                                                                                              of the report issued
                                                                                                              by the independent
                                                                                                              accredited inspector
                                                                                                              is to be made immediately
                                                                                                              available to Owners.
                                                                                                              Within one week
                                                                                                              of the inspection
                                                                                                              report being issued
                                                                                                              the Managers are
                                                                                                              required to provide
                                                                                                              a programme to the
                                                                                                              charterer to indicate
                                                                                                              how and when any
                                                                                                              of the agreed comments
                                                                                                              are going to be
                                                                                                              corrected.



 


		·	The
                                                                                                              Managers shall arrange
                                                                                                              for an OCIMF/SIGTTO
                                                                                                              compliant self-assessment
                                                                                                              inspection and audit
                                                                                                              to be carried out
                                                                                                              onboard the Vessel
                                                                                                              on an annual basis.
                                                                                                              This may be carried
                                                                                                              out as part of the
                                                                                                              Managers’
                                                                                                              internal audit program.
                                                                                                              Copies of completed
                                                                                                              annual assessments
                                                                                                              are to be kept on
                                                                                                              board available
                                                                                                              for inspection by
                                                                                                              Owners upon request.
                                                                                                              Where the Managers
                                                                                                              are unable to obtain
                                                                                                              copies of the OCIMF/SIGTTO
                                                                                                              inspection guidelines,
                                                                                                              Managers shall apply
                                                                                                              their own internal
                                                                                                              audit/inspection
                                                                                                              procedures providing
                                                                                                              that the Manager’s
                                                                                                              inspection guidelines
                                                                                                              are subject to review
                                                                                                              and approval by
                                                                                                              Owners.



 


		·	The
                                                                                                              Managers shall arrange
                                                                                                              for Owners’
                                                                                                              representative to
                                                                                                              carry out a detailed
                                                                                                              assessment and operational
                                                                                                              audit of the Managers’
                                                                                                              head office facilities
                                                                                                              a minimum of once
                                                                                                              every two (2) years.
                                                                                                              The inspection will
                                                                                                              include but not
                                                                                                              be limited to Company
                                                                                                              Profile, Management
                                                                                                              Review, Document
                                                                                                              Control, Fleet Management,
                                                                                                              ISM Safety Management
                                                                                                              System, Corrective
                                                                                                              Action, Recruitment
                                                                                                              and Training, Health,
                                                                                                              Safety and Environmental
                                                                                                              Protection, Technical
                                                                                                              Support, Navigation,
                                                                                                              Safe Mooring, and
                                                                                                              Emergency Response.



 


		·	The
                                                                                                              Managers shall ensure
                                                                                                              that a Vessel inspection
                                                                                                              report in accordance
                                                                                                              with Owners’
                                                                                                              format is completed
                                                                                                              annually. This inspection
                                                                                                              report is to be
                                                                                                              completed by attending
                                                                                                              manager’s
                                                                                                              superintendents
                                                                                                              during a twelve
                                                                                                              month period, ensuring
                                                                                                              that all items are
                                                                                                              addressed during
                                                                                                              that period. Copies
                                                                                                              of completed reports
                                                                                                              are to be submitted
                                                                                                              to Owners annually.
                                                                                                              The Managers may
                                                                                                              utilize their own
                                                                                                              internal inspection
                                                                                                              format and checklist
                                                                                                              if Owners’
                                                                                                              can review and approve
                                                                                                              inspection guidelines
                                                                                                              prior to their use.



 


		·	Owners,
                                                                                                              or their designated
                                                                                                              representatives,
                                                                                                              will arrange for
                                                                                                              qualified auditors
                                                                                                              to carry out annual
                                                                                                              audits of the Vessel
                                                                                                              to confirm that
                                                                                                              the Vessels safety,
                                                                                                              quality and environmental
                                                                                                              protection system
                                                                                                              is functioning effectively.
                                                                                                              The Managers are
                                                                                                              to provide corrective
                                                                                                              actions to any non-conformities
                                                                                                              identified during
                                                                                                              the audits within
                                                                                                              thirty days of receiving
                                                                                                              the audit report.
                                                                                                              Confirmation of
                                                                                                              implementation is
                                                                                                              to be carried out
                                                                                                              at the next audit.
                                                                                                              Items that would
                                                                                                              normally be considered
                                                                                                              non-conformities
                                                                                                              would include, but
                                                                                                              not be limited to;
                                                                                                              crew members not
                                                                                                              properly qualified
                                                                                                              or certified, deteriorated
                                                                                                              physical conditions
                                                                                                              on the Vessel or
                                                                                                              equipment malfunctions
                                                                                                              with no documented
                                                                                                              schedule for repair,
                                                                                                              lack of documentation
                                                                                                              control, insufficient




    	 



    	



    

spare parts for normal
maintenance, poor accuracy of onboard spare parts inventory, and lack of procedures for work being performed.


 


		·	Owners,
                                                                                                              or their designated
                                                                                                              representatives,
                                                                                                              shall arrange for
                                                                                                              qualified surveyors
                                                                                                              to carry out inspections
                                                                                                              and a condition
                                                                                                              assessment of the
                                                                                                              Vessel while undergoing
                                                                                                              a drydock overhaul
                                                                                                              as necessary to
                                                                                                              verify proper planning
                                                                                                              and adherence to
                                                                                                              the approved Master
                                                                                                              Maintenance Plan.



 


The Managers will implement contingency
planning to be activated in the event of any emergency occurring on or to the Vessel and shall ensure that the contingency plan
is exercised annually with the participation of Owners. A copy of the Manager’s contingency plan is to be provided to Owners
who shall be included in the Emergency Contact Chart and the nominated recipients for amendments.



    	 



    	



    

ANNEX “E”

PERMANENT INSTRUCTIONS


 


The Permanent Instructions shall be provided
by the Charterers to the Managers on or prior to the Effective Date and shall be a protocol of communication among Charterers,
the Vessel Owners and/or the Managers. The protocol of communication will set out, inter alia, who has authority to issue instructions
and provide information to the Vessel and its master and who has authority to receive communications and information from the
Vessel.



    	 



    	



    

ANNEX “F”

FORM OF ACCOUNTING SYSTEM


 


[MANAGERS TO PROVIDE]



    	 



    	



    

ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


This Confidentiality
Agreement (“Agreement”) is made and entered into as of the ____ day of_______, 2014, by and between
GAS-sixteen Ltd., a company incorporated under the laws of Bermuda and having its registered office at Clarendon House, 2 Church
Street, Hamilton, HM 11, Bermuda (the “Owners”), and GasLog LNG Services Ltd., a company incorporated in Bermuda and
having a branch office at 69 Akti Miaouli, Piraeus GR 18537, Greece (the “Managers”).


 


Owners and Managers
entered into that certain Ship Management Agreement of even date herewith (the “Management Agreement”). In connection
with the Management Agreement, it has been necessary and may continue to be necessary for Owners and Managers to exchange or provide
access to certain proprietary and/or confidential information. Unless otherwise defined herein, all capitalized terms shall have
the meanings assigned thereto in the Management Agreement.


 


1.Confidential
Information. At all times during the term of the Management Agreement and for two years thereafter, Owners and Managers shall
keep confidential and shall not, without the prior written consent of the other party, issue any press release in relation to
the transactions evidenced by the Management Agreement or the transactions contemplated thereunder, or disclose to any other person,
the terms of the Management Agreement, any information provided to party pursuant to or in connection with the Management Agreement,
any information connected with the Vessel (both technical or operational) or any other information identified as confidential
or which may be protected by copyright, trademark or intellectual property law, or release copies of any such document which discloses
any such information. Any and all such information described herein, together with all notes, analyses, compilations, studies,
interpretations or other documents or records prepared by a party receiving such information or its Representatives (defined below),
or copies thereof, which contain or otherwise reflect such information made available by are hereinafter referred to as the “Confidential
Information.” In addition, Confidential Information shall mean any discussions between the parties concerning the Management
Agreement or in connection with the Management Agreement, any and all written, printed or other materials, regardless of form,
provided by a party concerning the Management Agreement or in connection with the Management Agreement, whether provided prior
to or after the execution of this Agreement, and the substance and content thereof, and all information ascertained through the
discussions between employees or representatives of the parties concerning the Management Agreement.


 


2. Exclusions. The term Confidential
Information does not include any information which:



    	 



    	



    

(a) at the time of disclosure
is in the public domain or thereafter becomes generally available other than as a result of a disclosure by the receiving party
or its Representatives;


 


(b) is available to such party
or its Representatives on a non-confidential basis from a source other than the disclosing party, provided that such source is
not bound by a confidentiality agreement with the disclosing party; or,


 


(c) has been independently acquired
or developed by receiving party or its Representatives without violating any of its obligations under this Agreement or the Management
Agreement.


 


3.Permitted Disclosures. Notwithstanding
the provisions of Section 1 above, either party shall be entitled to disclose Confidential Information without the consent of
the other:


 


(a) pursuant to applicable law
or order of a court of competent jurisdiction or a regulatory agency with jurisdiction, provided such party agrees prior to any
such disclosure to provide the other party with prompt written notice of such requirements;


 


(b) to its directors, officers,
employees, agents, representatives, advisors and consultants (“Representatives”), whose assistance in evaluating the
Confidential Information is necessary and who are legally obligated to maintain the Confidential Information in confidence; and


 


(c) to any charterer or subcharterer
of the Vessel.


 


4.CHOICE OF LAW. This Agreement
shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement
shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment
thereof save to the extent necessary to give effect to the provisions of this Clause. Any dispute arising under this Agreement
shall be resolved pursuant to the arbitration provisions set forth in Article 19 of the Management Agreement.


 


5.Term. As to the Confidential
Information, the obligations of confidentiality and non-disclosure under this Agreement shall terminate two (2) years after the
date on which the Management Agreement is terminated. Upon termination of this Agreement, each party shall return all Confidential
Information furnished to it hereunder in written or other tangible form, and copies thereof, and destroy all copies of Confidential
Information consisting of notes, analyses, compilations, studies, interpretations or documents or records prepared by it, or its
Representatives.



    	 



    	



    

IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


SIGNED for and on behalf

of GAS-SIXTEEN LTD.

by


 


in the presence of


 


SIGNED for and on behalf

of GASLOG LNG SERVICES LTD.

by


 


in the presence of



    	 



    	



    

ANNEX “H”

INCENTIVE BONUS PLAN


 


The Incentive Bonus shall be based on
an annual assessment of the Key Performance Indicators (“KPIs”) listed below, as divided in three sections: HSSE,
Vessel Performance, and Financial Performance.


 


There will be an annual assessment of
the KPIs in each section, and a total Incentive Bonus of $72,000 may be awarded. The total Incentive Bonus shall be allocated
across the three sections in three equal awards of $24,000 per section. Exceeding the noted maximum acceptable ,KPI
in any section will mean that the $24,000 section award will not be paid for that year.


 


Where the Bonus Target is met for every
KPI within a section then the full section award will be made for that section.


 


Where the KPIs in a section fall between
the Maximum acceptable and the Bonus Target, then the level of award will be assessed by mutual agreement.


 


Key Performance Indicators (KPIs)


 


The KPIs below are agreed to be reviewed
on an annual basis. These are the initial KPIs and may be adjusted and changed as agreed mutually on review.


 


	KPI	 	Maximum
    acceptable	 	Bonus




HSSE


 


	Fatality	 	0	 	0
	 	 	 	 	 
	Total
    Recordable Cases	 	1	 	0
	 	 	 	 	 
	Near
    miss reports	 	To be agreed annually	 	To be agreed annually
	 	 	 	 	 
	Oil
    Spills to water	 	0	 	0
	 	 	 	 	 
	Venting
    cargo vapor to atmosphere - unless approved or emergency	 	0	 	0
	 	 	 	 	 
	Major
    Incidents (collisions, groundings, flooding, fire explosion etc.)	 	0	 	0
	 	 	 	 	 
	TMSA	 	To be agreed annually based
    on no improvement from the previous year	 	To be agreed annually based
    on stretched improvement from the previous year




    	 



    	



    

Vessel Performance


 


	Off hire	 	12
    hours (assuming 4 days per annum total maintenance window (2 days every 6 months) or any other instances with permission)	 	No
    off hire
	 	 	 	 	 
	Vetting	 	Total deficiencies per inspection
    12 low risk - 1 high risk	 	5 low risk
	 	 	 	 	 
	Port
    State Control	 	No requirements for rectification
    prior to departure	 	Maximum 2 observations (recorded on Equasis) per
        vessel inspection


 
	Fuel
    consumption (using conversion )	 	Fuel consumption (as measured during quarterly Kyma
Performance Trials) equal to that which is indicated in the Gas form C

         
	 	5% or more less than that
    which is indicated in the Gas Form C
	Heel
    management	 	Requires two hours cool down
    alongside	 	Fully in compliance with voyage orders (e.g. 1 day
heel on arrival and at temperature to load or as instructed by voyage)

         

	Dry
    dock control - delivery after repair (discounting yard delays)	 	2 days delay from initial planned delivery date

         
	 	Delivery on time



 


Financial Performance


 


	Compliance with annual budget, against declared
    expenditure, allowing for exchange rate fluctuations $ to € and approved extra items	 	0%
    above approved budget	 	Below
    the approved budget (excluding approved extra items) at an amount to be mutually agreed annually
	 	 	 	 	 
	Dry docking
    budget	 	0%
    above approved budget	 	Below
    the approved budget (excluding approved extra items) at an amount to be mutually agreed at the award of the drydock contract




    	 



    	



    



ANNEX “I”


 


PRIMARY TERMINALS


 


	Load	 	Country	 	Status
	Gladstone	 	Australia	 	* 2
	Withnell Bay	 	Australia	 	1
	Pluto	 	Australia	 	1
	Idku	 	Egypt	 	1
	Damietta	 	Egypt	 	1
	Punta Europa	 	Equatorial Guinea	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Bahia Blanca FSRU	 	Argentina	 	1
	Zeebrugge	 	Belgium	 	1
	Pecem	 	Brazil	 	1
	Guanabara Bay	 	Brazil	 	1
	Canaport	 	Canada	 	1
	Mejillones	 	Chile	 	1
	Quintero	 	Chile	 	1
	Dalian	 	China	 	1
	Fujian	 	China	 	1
	Guangdong	 	China	 	1
	Jiangsu	 	China	 	1
	Shanghai	 	China	 	1
	Zhejiang	 	China	 	1
	Zhuhai	 	China	 	*2
	Montoir	 	France	 	1
	Revithoussa	 	Greece	 	1
	Dahej	 	India	 	1
	Hazira	 	India	 	1
	Chita	 	Japan	 	1
	Futtsu	 	Japan	 	1
	Himeji	 	Japan	 	1
	Senboku II	 	Japan	 	1
	Kawagoe	 	Japan	 	1
	Sodeshi	 	Japan	 	1
	Niigata	 	Japan	 	1
	Tobata	 	Japan	 	1
	Hitachi	 	Japan	 	*2
	Joetsu Thermal Power	 	Japan	 	1
	INPEX Naoetsu	 	Japan	 	lA
	Negishi	 	Japan	 	1
	Yanai	 	Japan	 	1
	Sodegaura	 	Japan	 	1
	Ohgishima	 	Japan	 	1
	Oita	 	Japan	 	1
	Sakai	 	Japan	 	1
	 	 	 	 	 
	Load	 	Country	 	Status
	Bonny Island (Jetty 1,2)	 	Nigeria	 	1
	Snohvit	 	Norway	 	*4
	Point Fortin	 	Trinidad	 	1
	Das Island	 	UAE	 	1
	Lake Charles	 	USA	 	1
	Sabine Pass (Cheniere)*	 	USA	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Incheon	 	Korea	 	1
	Pyeongtaek	 	Korea	 	1
	Tongyeong	 	Korea	 	1
	Gwang Yang	 	Korea	 	1
	Mina Al Ahmadi	 	Kuwait	 	1
	Bintulu	 	Malaysia	 	1
	Altamira	 	Mexico	 	1
	Costa Azul	 	Mexico	 	1
	Sines	 	Portugal	 	1
	Ras Laffan	 	Qatar	 	1
	Singapore	 	Singapore	 	1
	Barcelona	 	Spain	 	1
	Bilbao	 	Spain	 	1
	Cartagena	 	Spain	 	1
	Huelva	 	Spain	 	1
	Sagunto	 	Spain	 	1
	Map Ta Phut	 	Thailand	 	1
	Rotterdam	 	The Netherlands	 	1
	Yung-An	 	Taiwan	 	1
	Taichung	 	Taiwan	 	1
	Aliaga	 	Turkey	 	1
	Marmara Ereglisi	 	Turkey	 	*3
	Jebel Ali FSRU	 	UAE	 	1
	Elba Island	 	USA	 	1
	Cameron	 	USA	 	1
	Pascagoula	 	USA	 	1
	Freeport	 	USA	 	1
	Isle of Grain	 	UK	 	1
	Dragon	 	UK	 	1




    	 



    	



    

* 1 A - Primary Terminals ~ Pending


Signifies terminals where some terminal
data is not complete, but which will be treated as Primary Terminals so long as, in order for the Vessel to be accepted by the
terminal, no changes are required to the principal dimensions of the Vessel, including: length, breadth, draft, displacement,
location of cargo manifolds and lay-out of cargo manifolds (pipe size, layout of liquid and vapour lines, manifold dimensions,
etc). Owners and Charterers to cooperate to complete any missing terminal data and to achieve Terminal acceptance and any minor
changes to the Vessel (gangway landing areas/rails, etc.) will be the responsibility of the Owners.


 


*2 Terminals Under Construction


Signifies terminals that are under construction
at the date of signing the Charter party and are not Primary Terminals (“Terminals Under Construction”). Owners and
Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable Owners to
reasonably assess whether each of the Terminals Under Construction are in all material respects compatible with the Vessel; and
(ii) acceptance of the Vessel by the Terminal Under Construction. Once Owners are reasonably satisfied that a Terminal Under Construction
is in all material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge, and the Terminal
Under Construction has confirmed to Owners that they are prepared to accept the vessel to call and carry out cargo operations
at their terminal (once completed), Owners agree to add such Terminal Under Construction to the list of Primary Terminals.


 


*3 Terminals With Compatibility Issues


Signifies terminals which have identified
compatibility issues and are not Primary Terminals. However, Owners agree to allow the Vessel to call at such terminals provided:
(i) they are reasonably satisfied that there is sufficient compatibility to allow safe navigation, loading and/or discharge; and
(ii) the terminal have confirmed to Owners their acceptance of the Vessel to call, and carry out cargo operations at their terminal.


 


*4 Terminals Pending Further Data


Signifies terminals in respect of which,
at the date hereof, there is insufficient information available in order to allow Owners to assess whether the terminal is in
all material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge (“Pending Terminals”).
Owners and Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable
Owners to reasonably assess whether each of the Pending Terminals are in all material respects compatible with the Vessel; and
(ii) acceptance of the Vessel by the Pending Terminals. Once Owners are reasonably satisfied that an Pending Terminal is in all
material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge, and the Pending Terminal
has confirmed to Owners that they are prepared to accept the vessel to call and carry out cargo operations at their terminal (once
completed), Owners agree to add such Pending Terminals to the list of Primary Terminals.