February
        10th, 2008
 
 Energy
        Infrastructure Merger Corporation
 c/o
        Energy Infrastructure Acquisition Corporation
 Suite
        1300, 1105 North Market Street
 Wilmington,
        Delaware 19899
 USA
 
 Attention:
        George Sagredos
 
 **Re:
        Fee Letter for** **USD
        415,000,000 Term Loan Facility**
 
 Dear
        Mr.
        Sagredos:
 
 We
        are
        pleased to attach our Committed Term Sheet for this transaction.
 
 As
        we
        have discussed, the Arrangement Fee and Agency Fee are outlined below:
 
 ·
            **Arrangement
                Fee:**0.85% of the Facility Amount, due and payable on drawdown for distribution
                at the Mandated Lead Arrangers’ discretion. Participation fees will be
                paid from this Arrangement Fee. It is understood that the Mandated
                Lead
                Arrangers require a fee “skim” (i.e. the excess of the Arrangement Fee
                over the Participation Fees) of at least 0.35%. If the Mandated Lead
                Arrangers need to pay a Participation Fee in excess of 0.50% in order
                to
                achieve the Final Take Amounts as defined in the Committed Term Sheet,
                the
                Mandated Lead Arrangers reserve the right to increase the Arrangement
                Fee
                payable by the Borrower(s) in order to achieve a "skim" of 0.35%.
                It is
                understood that this "skim", and the associated right to increase
                the
                Arrangement Fee, is limited to a principal amount equivalent to the
                difference between the Facility Amount and the Final Take
                Amounts. 
 **·**
            **Agency
                Fee:**USD
                10,000 p.a. payable on drawdown and annually thereafter to DVB Merchant
                Bank (Asia) Ltd. 
 Please
        arrange for this Fee Letter and the Committed Term Sheet to be countersigned
        and
        returned to us.
 
 We
        thank
        you for the opportunity to work with you on this important
        transaction.
 
 Yours
        faithfully
 
 For
        and
        on behalf of
   /s/
                  Maarten Vis
                /s/
                  Vicente Alava-Pons
              /s/
                  Otto Jan van Diepen
                /s/
                  Kwek Chih Keong
              /s/
                  Hugo van Kattendijke
                /s/
                  Frans van de BospoortAuthorised
                  Signatories
              Authorised
                  Signatories
              Authorised
                  SignatoriesDVB
                  Merchant Bank (Asia) Ltd
              Fortis
                  Bank S.A/N.V
              NIBC
                  Bank Ltd.Date:
                  : February 11, 2008
              Date:
                  : February 11, 2008
              Date:
                  : February 11, 2008
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 CONFIRMATION
        OF ACCEPTANCE
 For
        and
        on behalf of Energy Infrastructure Merger Corporation
 
 
 /s/
        George Sagredos
 Name:
        George Sagredos
 Title:
        Authorised Signatory
 Date:
        February 11, 2008
 
 
 Agreed
        on
        behalf of the Borrowers
 
 
 
 /s/
        Captain C.A.J. Vanderperre
 Name:
        Captain C.A.J. Vanderperre
 Title:
        Authorised Signatory
 Date:
        February 11, 2008
 
 
 Copy:
 
 Vanship
        Holdings Limited:
 Captain
        C.A.J. Vanderperre
 Fred
        Cheng
 Christoph
        Widmer
 Raja
        Ram
        Kogta
 
 Skadden
        Arps Slate Meagher & Flom LLP:
 Jonathan
        Stone
 Sean
        McAuliffe
 
 Lea
        & White:
 David
        White
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