Exhibit 10.4

 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

Time Charter Party

 

LONDON 10th October 2006     

 

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

 

	
 
    	
 
    	
IT   IS THIS DAY AGREED between EXMAR EXCALIBUR SHIPPING   COMPANY LIMITED of Moreau House, 116 Brompton Road, London SW3 111, United   Kingdom (hereinafter referred to as “Owners”), being disponent   owners of the good steam Liquefied Natural Gas Carrier called EXCALIBUR   (hereinafter referred to as “the Vessel”) described as per Clause 1 hereof   and EXCELERATE ENERGY LP - of 1330 Lake Robbins   Drive, Suite 270, The Woodlands, Texas 77380, United States of America   (hereinafter referred to as “Charterers”)
    
	
Description   and Condition of Vessel
    	
1.
    	
At   the date of delivery of the Vessel under this charter-and throughout the   charter period:
    
	
 
    	
(a)              she shall be classed by a   Classification Society, which is a member of the International Association of   Classification Societies;

(b)              if she is fifteen years   old or over she shall obtain and maintain a LNG Condition Assessment   Programme (“CAP”) of not less than two (2);

(c)               she shall be in every way   fit to load, carry, discharge and measure Liquefied Natural Gas (LNG”);

(d)              she shall be tight,   staunch, strong, in good order and condition, and In every way fit for the   service, with her machinery, boilers, hull and other equipment (including but   not limited to hull stress calculator, radar, computers and computer systems)   in a good and efficient state;

(e)               her tanks, valves and   pipelines shall be liquid and gas light;

(f)                she shall be in every way   fitted for burning, in accordance with the grades specified in Clause 5   hereof:
    
	
 
    	
 
    	
(i)                  at sea, fuel oil in any   proportion with LNG Boil-Off for main propulsion and marine diesel oil for   auxiliaries;

(ii)               in port, fuel oil in her   boilers and marine diesel oil for auxiliaries;
    
	
 
    	
 
    	
(g)               she shall have all her   cargo measuring equipment and instrumentation calibrated and certified, and   this this shall be verified (if required by Charterers) by the relevant   inspectorate at each load port;

(h)              she shall have her   insulation spaces prepared as per her containment system design conditions;

(i)                  she shall comply with the   regulations in force so as to enable her, if her size permits, to pass   through the Suez Canal by day and night without delay;

(j)                 she shall have on board   all certificates, documents and equipment required from time to time by any   applicable law to enable her to perform the charter service without delay.   For the avoidance of doubt this will include, but will not be limited to, the   Vessel’s Certificate of Financial Responsibility;

(k)              she shall comply with the   description appended hereto as Appendix A, provided however that if there is   any conflict between the provisions of this questionnaire and any other   provision, including this Clause 1, of this charter such other provisions   shall govern;

(l)                  subject, if applicable to   clause 19, her ownership structure, flag, registry, classification society   and management company shall not be changed without prior written consent of   Charterers, such approval not to be unreasonably withheld See also Clause 51
    
	
Safety   Management
    	
 
    	
(m)          Owners will operate:
    
	
 
    	
(i)                  a safety management system   certified to comply with the International Safety Management Code (“ISM Code”)   for the Safe Operation of Ships and for Pollution Prevention;
    
	
 
    	
 
    	
(ii)               a documented safe working   procedures system (including procedures for the identification and mitigation   of risks);
    
	
 
    	
 
    	
(iii)            a documented environmental   management system;
    
	
 
    	
 
    	
(iv)           a documented   accident/incident reporting system compliant with flag state requirements;
    
	
 
    	
 
    	
(n)              Owners shall submit to   Charterers a monthly written report detailing all accidents/incidents and   environmental reporting requirements, in accordance with the “Shell Safety   and Environmental Monthly Reporting Template” appended hereto as Appendix B;
    
	
 
    	
 
    	
(o)              Owners shall maintain   Health Safely Environmental (“HSE”) records sufficient to demonstrate   compliance with the requirements of their HSE system and of this charter.   Charterers reserve the right to confirm compliance with HSE requirements by   audit of Owners;
    
	
 
    	
 
    	
(p)              Owners shall arrange at   their expense for a SIRE inspection to be carried out at intervals of six   months plus or minus thirty days.
    
	
Shipboard   Personnel and their Duties
    	
2.
    	
(a)              At the dale of delivery of   the Vessel under this charier and throughout the charier period:

(i)                  she shall have a full and   efficient complement of master, officers and crew for a Vessel of and her   tonnage, who shall in any event be not less than the number required by the   laws of the flag state and who shall be trained to operate the Vessel and her   equipment competently and safely;
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
(ii)               all shipboard personnel   shall hold valid certificates of competence in accordance with the   requirements of the law of the flag state;

(iii)            all shipboard personnel   shall be trained in accordance with the relevant provisions of the   International Convention on Standards of Training, Certification and   Watchkeeping for Seafarers, 1995 or any additions, modifications or   subsequent versions thereof;

(iv)           there shall be on board   sufficient personnel with a good working knowledge of the English language to   enable cargo operations at loading and discharging places to be carried out   efficiently and safely and to enable communications between the Vessel and   those loading the Vessel or accepting discharge therefrom to be carried out quickly   and efficiently;

(v)              the terms of employment of   the Vessel’s staff and crew will always remain acceptable to the   International Transport Worker’s Federation and the Vessel will at all times   carry a Blue Card;
    
	
 
    	
 
    	
(b)              Owners guarantee that   throughout the charter service the master shall with the Vessel’s officers   and crew, unless otherwise ordered by Charterers:

(i)                  prosecute all voyages with   the utmost despatch;

(ii)               render all customary   assistance; and

(iii)            load and discharge cargo   as rapidly as possible when required by Charterers or their agents to do so,   by night or by day, but always in accordance with the laws of the place of   loading or discharging (as the case may be) and in each case in accordance   with any applicable laws of the flag state.
    
	
 
    	
 
    	
(c)               Owners shall at all times   have responsibility for the proper stowage of the cargo and shall keep a   strict account of all cargo loaded, Boil-Off, and cargo discharged.
    
	
Duty   to Maintain
    	
3.
    	
(a)              Throughout the charter   service Owners shall, whenever the passage of time, wear and tear or any   event (whether or not coming within Clause 29 hereof) requires steps   to be taken to maintain or restore the conditions stipulated in Clauses 1   and 2(a), exercise due diligence so to maintain or restore the Vessel.

(b)              If at any time whilst the   Vessel is on hire under this charter the Vessel fails to comply with the   requirements of Clauses 1, 2(a) or 12 then hire   shall be reduced to the extent necessary to indemnify Charterers for such   failure. If and to the extent that such failure affects the time taken by the   Vessel to perform any services under this charter, hire shall be reduced by   an amount equal to the value, Calculated at the rate of hire, of the time so   lost.

Any   reduction of hire under this sub-Clause (b) shall be without prejudice   to any other remedy available to Charterers, but where such reduction of hire   is in respect of time lost, such time shall be excluded from any calculation   under Clause 26 and Appendix C.

(c)               If Owners are in breach of   their obligations under Clause 3(a), Charterers may so notify Owners in   writing and if, after the expiry of ***** following the receipt by Owners of   any such notice, Owners have failed to demonstrate to Charterers’ reasonable   satisfaction the exercise of due diligence as required in Clause 3(a), the   Vessel shall be off-hire, and no further hire payments shall be due, until   Owners have so demonstrated that they are exercising such due diligence.

(d)              Owners shall advise   Charterers immediately, in writing, should the Vessel fail an inspection by,   but not limited to, a governmental and/or port state authority, and/or   terminal. Owners shall simultaneously advise Charterers within a reasonable   period of time of their proposed course of action to remedy the defects,   which have caused the failure of such inspection.

(e)               If, in Charterers’   reasonably held view:

(i)                  failure of an inspection,   or,

(ii)               any finding of an   inspection,
   referred to in Clause 3(d), prevents normal commercial operations then   Charterers may so notify Owners in writing and if after the expiry of *****   days following the receipt by Owners of any such notice Owners have failed to   demonstrate the exercise of due diligence as required in Clause 3 (a) Charterers   shall have the option to place the Vessel off-hire, and in that event no   further hire payments shall be due, until Owners have demonstrated to   Charterers’ reasonable satisfaction that they are exercising due diligence   and until the date and time that the Vessel passes a re-inspection by the   same organisation, or becomes commercially operable, which shall be in a   position no less favourable Charterers than at which she went off-hire.
   Notwithstanding the above, if such failure was due to substantial changes in   their criteria for such inspections, compared with their current criteria at   the time of the signature of this charter then such situation shall be dealt   with between Owners and Charterers in good faith with a view to agreeing how   the failure could be remedied.

(f)                Furthermore, at any time   while the Vessel is off-hire under this Clause 3 (with the exception of   Clause 3(e)(ii)), Charterers have the option to terminate this charter by   giving notice in writing with effect from the date on which such notice of   termination is received by Owners or from any later date stated in such   notice. This sub-Clause (f) is without prejudice to any rights of   Charterers or obligations of 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
Owners under this charter   or otherwise.
    
	
Period,   Trading Limits and Safe Places
    	
4.
    	
(a)              Owners agree to let and   Charterers agree to hire the Vessel for a period of fifteen (15) years, in   direct continuation to the present period under the terms of the Charter   Party dated 22nd December 2005, plus or minus ***** in   Charterers’ option, for the purpose of carrying LNG only, in any part of the   world as Charterers shall direct, subject to the limits of the current   British Institute Warranties and any subsequent amendments thereof.   Notwithstanding the foregoing, but subject to Clause 36, Charterers   may order the Vessel beyond such limits provided that Owners consent thereto   (such consent not to be unreasonably withheld) and that Charterers pay for   any insurance premium required by the Vessel’s underwriters as a consequence   of such order.

(b)              Any time during which the   Vessel is off-hire under this charter may be added to the charter period in   Charterers’ option up to the total amount of time spent off-hire. In such   cases the rate of hire will be that prevailing at the time the Vessel would,   but for the provisions of this Clause, have been redelivered. Charterers   shall exercise this option no later than ***** before the date on which the   charter would otherwise terminate. Any periods of off-hire occurring after   the time and date on which Charterers have declared their option may be added   to the charter period as long as Charterers have declared that they will be   so added within ***** of the end of the relevant period of off-hire.

(c)               Charterers shall use due   diligence to ensure that the Vessel is only employed between and at safe   places (which expression when used in this charter shall include ports,   berths, wharves, docks, anchorages, submarine lines, alongside vessels or   lighters, bunker barges and other locations including locations at sea) where   she can safely lie always afloat. Notwithstanding anything contained in this   or any other clause of this charter, Charterers do not warrant the safety of   any place to which they order the Vessel and shall be under no liability in   respect thereof except for loss or damage caused by their failure to exercise   due diligence as aforesaid. Subject as above, the Vessel shall be loaded and   discharged at any places as Charterers may direct.

(d)              Owners warrant that the   Vessel is compatible with the LNG Terminals listed in Appendix A for   berthing, unberthing, loading and discharging LNG cargo without modification   to the Vessel. In the event that such modification to the Vessel becomes   necessary as a result of changes in international regulations or standards   and/or are required by the Vessel’s Classification Society or Flag State, the   cost of such modification shall be for Owners’ account, and the Vessel shall   be off-hire for the time required to effect such modifications unless this   can be achieved without affecting the performance of the Vessel under this   charter.
    
	
Bunkers   and LNG Heel at Delivery and Redelivery
    	
5.
    	
Charterers   shall accept and pay for all bunkers (which shall include fuel oil, diesel   oil and gas oil) and LNG Heel on board at the time of delivery, and Owners   shall on redelivery (whether it occurs at the end of the charter or on the   earlier termination of this charter) accept and pay for all bunkers and LNG Heel   remaining on board, valued respectively at the Fuel Price and the LNG Price.

The   Vessel shall be delivered to Charterers with its cargo tanks containing LNG   vapour.

The   Vessel shall be redelivered to Owners with sufficient bunkers on board to   reach the nearest main bunkering port at a speed of 19.5 knots in ballast.

Throughout   the charter the Vessel shall operate with at least a quantity of bunkers or   Fuel Oil Equivalent, as defined in Clause 50, on board sufficient to   prosecute safely each voyage. The above amount shall be in addition to a   safety reserve of fuel oil, which would enable the Vessel to steam at maximum   speed for a total of three days.

Notwithstanding   anything contained in this charter all bunkers and LNG Heel on board the   Vessel shall, throughout the duration of this charter, remain the property of   Charterers or their nominee and can only be purchased on the terms specified   in the charter at the end of the charter period or, if earlier, at the   termination of the charter.
    
	
Grade   of Bunkers
    	
6.
    	
Charterers   shall supply fuel oil whose properties comply with those set out in ISO   Standard 8217 for RMIH45 and diesel oil whose properties comply with the   standard for DMA. If Owners require the Vessel to be supplied with more   expensive bunkers they shall be liable for the extra cost thereof.

Should   Charterers trade the Vessel into a Sulphur Emissions Control Area (“SECA”) as   defined in Annex VI of the International Convention for the Prevention Of   Pollution from Ships (“MARPOL”), then the Charterers shall supply low sulphur   fuel oil of a quality which will satisfy the SECA requirements, sufficient   for the Vessel’s need while in the restricted area, and the Owners shall   provide segregated storage for this fuel oil.
    
	
Delivery,   Redelivery, Laydays and Cancelling
    	
7.
    	
Owners   shall deliver the Vessel to Charterers as is/where is in direct continuation   to the charter party dated 22nd December 2005. For the avoidance of   doubt the delivery date shall be 04:42 hours GMT 29th March 2007.

Charterers   shall redeliver the Vessel to Owners on arrival at the pilot boarding   station, inbound or on dropping last outbound sea pilot outbound, at one safe   port Worldwide in Charterers’ option.

Charterers   are required to give Owners the following notices of redelivery:

*****   approximate with area

*****   approximate with area
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
*****   approximate with area

*****   approximate with port

*****   definite with port

Thereafter   Charterers shall keep Owners advised regularly of any changes in expected   time of redelivery.
    
	
Owners   to Provide
    	
8.
    	
Owners   undertake to provide and to pay for all provisions, wages (including but not   limited to all overtime Payments), and shipping and discharging fees and all   other expenses of the master, officers and crew, also, except as provided in   Clauses 4 and 35 hereof, for all insurance on the Vessel, for   all deck, cabin and engine-room stores, and for water, for all drydocking,   overhaul, maintenance and repairs to the Vessel, and for all fumigation   expenses and de-rat certificates. Owners obligations under this Clause 8   extend to all liabilities for customs or import duties arising at any time   during the performance of this charter in relation to the personal effects of   the master, officers and crew, and in relation to the stores, provisions and   other matters aforesaid which Owners are to provide and pay for and Owners   shall refund to Charterers any sums Charterers or their agents may have paid   or been compelled to pay in respect of any such liability. Any amounts   allowable in general average for wages and provisions and stores shall be   credited to Charterers insofar as such amounts are in respect of a period when   the Vessel is on-hire.
    
	
Charters   to Provide
    	
9.
    	
(a)              Charterers shall provide   and pay for all fuel (which includes fuel consumed for the production of   nitrogen and all Boil-Off gas, which in accordance with Charterers   instructions is to be used as fuel) which must be supplied from a bunker   supplier who applies the standards required by a first class operator, towage   and pilotage and shall pay agency fees, port charges, commissions, expenses   of loading and unloading cargoes, canal dues and all charges other than those   payable by Owners in accordance with Clause 8 hereof, provided that   all charges for the said items shall be for Owners’ account when such items   are consumed, employed or incurred for Owners’ purposes or while the Vessel   is off-hire (unless such items reasonably relate to any service given or   distance made good and taken into account under Clause 22), and   provided further that any fuel used in connection with a general average   sacrifice or expenditure shall be paid for by Owners.

(b)              In respect of bunkers   consumed for Owners purposes these will be charged on each occasion by   Charterers at the Fuel Price.

(c)               If the trading limits of   this charter include ports in the United States of America and/or its   protectorates then Charterers shall reimburse Owners for port specific   charges relating to additional premia charged by providers of oil pollution   cover, when incurred by the Vessel calling at ports in the United States of   America and/or its protectorates in accordance with Charterers orders.
    
	
Rate   of Hire
    	
10.
    	
Subject   as herein provided, Charterers shall pay for the use and hire of the Vessel   at the rate of United States Dollars ***** per day, and pro rata for any part   of a day, from the time and date of her delivery (GMT) to Charterers until   the time and date of redelivery (GMT) to Owners. The Operating Cost Element,   included in the aforementioned daily charter hire, is based upon United   States Dollars ***** per day, and pro rata and shall be subject to escalation   in accordance with the Average of United States Consumer Price index (All   Urban Consumers, US City Average, all items) (“USCPI”) at each anniversary   delivery.
    
	
Payment   of Hire
    	
11.
    	
Subject   to Clause 3 (c) and 3 (e), payment of hire shall be made in   immediately available funds to Owners’ nominated Bank Account in United   States Dollars per calendar month in advance, less:

(a)              any hire paid which   Charterers reasonably estimate to relate to off-hire periods, and;

(b)              any amounts disbursed on   Owners behalf, any advances and commission thereon, and charges which are for   Owners account pursuant to any provision hereof, and;

(c)               any amounts due or   reasonably estimated to become due to Charterers under Clause 3 (b) or   26 hereof,

Any   such adjustments to be made at the due date for the next monthly payment   after the facts have been ascertained Charterers shall not be responsible for   any delay or error by Owners bank in crediting Owners account provided that   Charterers have made proper and timely payment In default of such proper and   timely payment.

(i)                  Owners shall notify   Charterers of such default and Charterers shall within seven days of receipt   of such notice pay to Owners the amount due, including interest, failing   which Owners may withdraw the Vessel from the service of Charterers without   prejudice to any other rights Owners may have under this charter or   otherwise; and

(ii)               interest on any amount due   but not paid on the due date shall accrue from the day after that date up to   and including the day when payment is made, at a rate per annum which shall   be ***** above the U.S. Prime Interest Rate as published by the Chase   Manhattan Bank in New York at 12 00 New York time on the due date, or, if no   such interest rate is published on that day, the interest rate published on   the next preceding day on which such a rate was so published, computed on the   basis of a 360 day year of twelve 30-day months, compounded semi-annually.
    
	
Space   Available to Charterers
    	
12.
    	
The   whole reach, burthen and decks on the Vessel and any passenger accommodation   (including Owners’ suite) shall be at Charterers disposal, reserving only   proper and sufficient space for the Vessel’s master, 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
officers,   crew, tackle, apparel, furniture, provisions and stores, provided that the   weight of stores on board shall not, unless specially agreed, exceed 150   tonnes at any time during the charter period.
    
	
Instructions   and Logs
    	
13.
    	
Charterers   shall from time to time give the master all requisite instructions and   sailing directions, and the master shall keep a full and correct tog of the   voyage or voyages, which Charterers or their agents may inspect as required.   The master shall when required furnish Charterers or their agents with a true   copy of such log and with properly completed loading and discharging port   sheets and voyage reports for each voyage and other returns as Charterers may   require Charterers shall be entitled to take copies at Owners expense of any   such documents, which are not provided by the master.
    
	
Bills   of Lading
    	
14.
    	
(a)              The master (although   appointed by Owners) shall be under the orders and direction of Charterers as   regards employment of the Vessel, agency and other arrangements, and shall   sign Bills of Lading as Charterers or their agents may direct (subject always   to Clauses 36 (a) and 41) without prejudice to this charter Charterers   hereby indemnify Owners against all consequences or liabilities that may   arise:

(i)                  from signing Bills of   Lading in accordance with the directions of Charterers or their agents, to   the extent that the terms of such Bills of Lading fail to conform to the   requirements of this charter, or (except as provided in Clause 14 (b))   from the master otherwise complying with Charterers’ or their agents’ orders;

(ii)               from any irregularities in   papers supplied by Charterers or their agents.

(b)              If Charterers by e-mail,   facsimile or other form of written communication that specifically refers to   this Clause request Owners to discharge a quantity of cargo either without   Bills of Lading and/or at a discharge place other than that named in a Bill   of Lading and/or that is different from the Bill of Lading quantity, then   Owners shall discharge such cargo in accordance with Charterers’ instructions   in consideration of receiving an indemnity in the form attached as Appendix   E, which shall be deemed to be given by Charterers on each and every such   occasion.

(c)               Owners warrant that the   Master will comply with orders to carry and discharge against one or more   Bills of Lading from a set of original negotiable Bills of Lading should   Charterers so require. If required by any authority, Charterers will provide   Owners, at their request, with a declaration of (final) cargo destination   with respect to cargo discharged or to be discharged, as the case may be, by   STS transfer into any EBRV.
    
	
Conduct   of Vessel’s Personnel
    	
15.
    	
If   Charterers complain of the conduct of the master or any of the officers or   crew, Owners shall immediately Vessel’s investigate the complaint. If the   complaint proves to be well founded, Owners shall, without delay, make a   change in the appointments and Owners shall in any event communicate the   result of their investigations to Charterers as soon as possible.
    
	
LNG   Retention/ Supply for Operational Purposes
    	
16.
    	
(a)              Unless Charterers   stipulate otherwise, Owners shall retain on board the Vessel following   completion of discharge sufficient LNG Heel (which will be agreed with   Charterers) to enable the Vessel to arrive at the next load port in a cold   and ready to load condition and to remain in that condition for not less than   twenty-four (24) hours.

(b)              Charterers shall provide   and pay for LNG required for cooling the Vessel’s cargo tanks and other   handling systems to the temperatures necessary to commence loading only in   the following circumstances:

(i)                  in the event that the   quantity of LNG Heel retained on board pursuant to Clause 16 (a) is not   sufficient to enable the Vessel to arrive at the next loading port in a cold   and ready to load condition unless such insufficiency is the result of an act   or omission on the part of Owners or fault of the Vessel;

(ii)               when LNG is required by   reason of:

(a)             strikes, quarantine   restrictions, seizure under legal process, restraint of labour, none of which   arise in connection with the Vessel or crew;

(b)             an act of God, act of war,   lock outs, riots, civil commotions, restraint of princes rulers or people;

(iii)            when LNG is required by   reason of any Restricted Period as defined in Appendix C Article 2(e) (i) to   (vi), or by reason of Charterers changing the SAT, or by reason of Charterers   ordering the Vessel to steam at any speed other than the Service Speed;

(iv)           following Periodical   Drydockinq under Clause 24 or upon return of the Vessel to the first   load port after any lay-up ordered by Charterers pursuant to Clause 32,   after any underwater cleaning ordered under Appendix C Article 11(a), or   after the Vessel has been withdrawn from service at the request or   convenience of Charterers as a result of which the Vessel has been warmed up   and/or gas freed;

(v)              where the LNG is required   and caused by Charterers’ breach of this Charter.

(c)               Charterers shall provide   and Owners shall pay for LNG required for cooling the Vessel’s cargo tanks at   the LNG Price, in all other circumstances, including, but not limited to:

(i)                  following periods of   off-hire;
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
(ii)               following requisition   under Clause 33;

(iii)            where the LNG is required   and caused by Owners’ breach of this Charter.
    
	
Pilots   and Tugs
    	
17.
    	
Owners   hereby indemnify Charterers, their servants and agents against all losses,   claims, responsibilities and liabilities arising in any way whatsoever from   the employment of pilots or tugboats, who although employed by Charterers   shall be deemed to be the servants of and in the service of Owners and under   their instructions (even if such pilots or tugboat personnel are in fact the   servants of Charterers their agents or any affiliated company); provided,   however, that the foregoing indemnity shall not exceed the amount to which   Owners would have been entitled to limit their liability if they had themselves   employed such pilots or tugboats.
    
	
Super-Numeraries
    	
18.
    	
Charterers   may send up to two representatives in the Vessel’s available accommodation   upon any voyage made under this charter, Owners providing provisions and all   requisites as supplied to officers, except alcohol Charterers shall pay at   the rate of United States Dollars ***** per day for each representative while   on board the Vessel.
    
	
Sub-letting   /Assignment/ Novation
    	
19.
    	
Charterers   may sub-let the Vessel, but shall always remain responsible to Owners for due   fulfilment of this charter Additionally Owners may assign or novate this   charter to any company of the Exmar Group of Companies.

Charterers   may assign or novate this charter to any company which is affiliated to or in   the same ultimate beneficial ownership as the Charterers but shall always   remain responsible to Owners for due fulfilment of this charter.
    
	
Final   Voyage 
    	
20.
    	
If   when a payment of hire is due hereunder Charterers reasonably expect to   redeliver the Vessel before the next payment of hire would fall due, the hire   to be paid shall be assessed on Charterers reasonable estimate of the time   necessary to complete Charterers’ programme up to redelivery, and from which   estimate Charterers may deduct amounts due or reasonably expected to become due   for:

(a)              disbursements on Owners   behalf or charges for Owners account pursuant to any provision hereof; and

(b)              bunkers and LNG Heel on   board at redelivery pursuant to Clause 5.

Promptly,   and in any event not later than ***** days after redelivery any overpayment   shall be refunded by Owners or any underpayment made good by Charterers.

If   at the time this charter would otherwise terminate in accordance with Clause   4 the Vessel is on a ballast voyage to a port of redelivery or is upon a   laden voyage, Charterers shall continue to have the use of the Vessel at the   same rate and conditions as stand herein for as long as necessary to complete   such ballast voyage, or to complete such laden voyage and return to a port of   redelivery as provided by this charter, as the case may be. The provisions of   this Clause 20 shall be without prejudice to any claims either party may have   in respect of such late redelivery.
    
	
Loss   of Vessel
    	
21.
    	
Should   the Vessel be lost, this charter shall terminate and hire shall cease at noon   GMT on the day of her loss, should the Vessel be a constructive total loss,   this charter shall terminate and hire shall cease at noon GMT on the day on   which the Vessel’s underwriters agree that the Vessel is a constructive total   loss, should the Vessel be missing, this charter shall terminate and hire   shall cease at noon GMT on the day on which she was last heard of. Any hire   paid in advance and not earned shall be returned to Charterers and Owners   shall reimburse Charterers for the value of the estimated quantity of bunkers   on board at the time of termination, at the price paid by Charterers at the   last bunkering port.
    
	
Off-hire
    	
22.
    	
(a)              On each and every occasion   that there is loss of time (whether by way of interruption in the Vessel’s   service or, from reduction in the Vessel’s performance, or in any other   manner):

(i)                  due to deficiency of   personnel or stores, repairs, gas-freeing for repairs, time in and waiting to   enter dry dock for repairs, breakdown (whether partial or total) of   machinery, boilers or other parts of the Vessel or her equipment (including   without limitation tank coatings), overhaul, maintenance or survey,   collision, stranding, accident or damage to the Vessel, or any other similar   cause preventing the efficient working of the Vessel, and such loss continues   for more than three consecutive hours (if resulting from interruption in the   Vessel’s service) or cumulates to more than three hours (if resulting from   partial loss of service); or

(ii)               due to industrial action,   refusal to sail, breach of orders or neglect of duty on the part of the   master, officers or crew; or

(iii)            for the purpose of   obtaining medical advice or treatment for or landing any sick or injured   person (other than a Charterers’ representative carried under Clause 18   hereof) or for the purpose of landing the body of any person (other than a   Charterers’ representative), and such loss continues for more than three   consecutive hours; or

(iv)           due to any delay in   quarantine arising from the master, officers or crew having had communication   with the shore at any infected area without the written consent or   instructions of Charterers or their agents, or to any detention by customs or   other authorities caused by smuggling or other infraction of local law on the   part of the master, officers, or crew; or

(v)              due to detention of the   Vessel by authorities at home or abroad attributable to legal action 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
against or breach of regulations by the Vessel,   the Vessel’s owners, or Owners (unless brought about by the act or neglect of   Charterers); or

(vi)           due to pre-docking and   repair procedure including warming, gas freeing and inerting; or

(vii)        due to scheduled   drydocking and maintenance, maintaining, overhauling, repairing or dry   docking the Vessel and submitting her for survey, waiting for any of the   aforesaid purposes, proceeding to or from, and whilst at, any port or place   for any of the aforesaid purposes; or

(viii)     due to post-docking or   repair procedure including inerting, gassing and cooling in excess of that   undertaken for normal loading; or

(ix)           due to any other   circumstances where the Vessel is off-hire under this charter,

then   without prejudice to Charterers’ rights under Clause 3 or to any other   rights of Charterers hereunder, or otherwise, the Vessel shall be off-hire   from the commencement of such loss of time until she is again ready and in an   efficient state to resume her service from a position no less favourable to   Charterers than that at which such loss of time commenced; provided, however,   that any service given or distance made good by the Vessel whilst off-hire   shall be taken into account in assessing the amount to be deducted from hire.

(b)              If the Vessel fails to   proceed at any Guaranteed Speed (as defined in Appendix C   Article 2(a)(iv)) pursuant to Clause 26 and Appendix C, and such   failure arises wholly or partly from any of the causes set out in Clause   22(a) above, then the following provisions shall apply:

(i)                  if the Vessel is unable to   maintain a speed of at least ***** of the Guaranteed Speed under Clause 26   in wind and sea state not exceeding ***** Charterers shall have the option to   place the Vessel off-hire but any distance made good by the Vessel whilst   off-hire shall be taken into account in accordance with Clause 22(a);

(ii)               except where Charterers   have placed the Vessel off-hire pursuant to Clause 22(b)(i), failure   of the Vessel to proceed at any Guaranteed Speed shall be dealt with under Clause   26 and Appendix C and the Vessel will not be off-hire under Clause 22.

(c)               Further and without   prejudice to the foregoing, in the event of the Vessel deviating (which   expression includes without limitation putting back, or putting into any port   other than that to which she is bound under the instructions of Charterers)   for any cause or purpose mentioned in Clause 22(a), the Vessel shall   be off-hire from the commencement of such deviation until the time when she   is again ready and in an efficient state to resume her service from a   position no less favourable to Charterers than that at which the deviation   commenced; provided, however, that any service given or distance made good by   the Vessel whilst so off-hire shall be taken into account in assessing the   amount to be deducted from hire If the Vessel, for any cause or purpose   mentioned in Clause 22(a), puts into any port other than the port to   which she is bound on the instructions of Charterers, the port charges,   pilotage and other expenses at such port shall be borne by Owners Should the   Vessel be driven into any port or anchorage by stress of weather hire shall   continue to be due and payable during any time lost thereby.

(d)              If the Vessel’s flag state   becomes engaged in hostilities, and Charterers in consequence of such   hostilities find it commercially impracticable to employ the Vessel and have   given Owners written notice thereof then from the date of receipt by Owners   of such notice until the termination of such commercial impracticability the   Vessel shall be off-hire and Owners shall have the right to employ the Vessel   on their own account.

(e)               Time during which the   Vessel is off-hire under this charter shall count as part of the charter   period except where Charterers declare their option to add off-hire periods   under Clause 4 (b).

(f)                All references to lime” in   this charter party shall be references to GMT except where otherwise stated.

(g)               (i)                  If as a consequence of any   cause or purpose mentioned in this Clause 22 or in Clause 16   (c), the Vessel presents for loading with tank temperatures other than that   which would otherwise allow bulk loading to commence within 1/2 (half) an   hour after cooling of the loading arms, any time lost as a consequence   thereof, including without limitation any time lost in additional cooling of   tanks prior to loading shall count as off-hire and the cost of any LNG   supplied for such additional cooling shall be paid for by Owners at the LNG   Price.

(ii)               If any LNG is lost as   Boil-off during periods of off-hire, Owners shall reimburse Charterers for   the LNG lost at the LNG Price.

Where accurate measurement of LNG lost as Boil-off   during any such off-hire period is impossible for whatever reason, the LNG   lost as Boil-off shall be assumed to have occurred at a constant rate equal   to that obtained by measurement between official gaugings of the cargo in   question in accordance with Appendix C Article 8(b) Where, due to the   off-hire occurring during a ballast passage, all LNG Heel is lost as Boil-off   prior to the Vessel next commencing to load, such Boil-off shall be deemed to   have occurred at a constant rate equal to that which occurred during the   Vessel’s last previous ballast voyage.


    
	
Ship   to Ship Transfers
    	
23.
    	
(a)              Charterers shall have the   option, at their risk and expense to perform lighterage/transhipment   operations to or from any other LNG vessel.
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
(b)              As far as is possible such   transhipment operations shall be carried out in accordance with the   recommendations set out in the latest ICS/OCIMF Ship-to-Ship Transfer Guide   (Liquefied Gases), as amended from time to time but in any case such operations   shall always be at the discretion of the Master Charterers undertake that the   other’ vessel and its crew shall equally comply with the recommendations set   out in the latest ICS/OCIMF Ship-to-Ship Transfer Guide (Liquefied Gases) and   Charterers shall ensure that adequate fendering, hoses, reducers and other   like equipment are provided to the satisfaction of the Master Owners shall   not be liable for damage sustained to the ‘other’ vessel unless such damage   was caused by negligence of the Vessel.

If   the Master at any time considers that such operations are or shall become   unsafe , they may be delayed aborted or discontinued until such time as   conditions become safe and during this unsafe period the Vessel shall remain   on-hire, unless such operations become unsafe solely due the Vessel’s own   breakdown.

If   Owners are obliged to extend the existing insurance policies to cover STS   transfer operations such additional expenses are to be for Charterers’   account Charterers shall obtain permission from the proper authorities to   perform STS transfer operations and all expenses in this connection shall be   for Charterers’ account Owners shall permit, at Charterers’ expense (any such   expense to be reasonable), personnel nominated by Charterers to attend on   board to assist in the transhipment operation although such operation shall   always be the responsibility of Owners.
    
	
Periodical   Drydocking
    	
24.
    	
(a)              Owners have the right to   drydock the Vessel at regular intervals of two and a half years from either   the date of delivery from the Builders or the last drydock however the Owners   shall have an obligation to drydock the vessel at least once every five (5)   years from either the date of delivery from the Builders or the last drydock.   First expected drydock is 4th Quarter 2007. On each occasion Owners shall   propose to Charterers a date on which they wish to drydock the Vessel, not   less than ***** before such date, and Charterers shall offer a port for such   periodical drydocking and shall take all reasonable steps to make the Vessel available   as near to such date as practicable.

Owners   shall put the Vessel in drydock at their expense as soon as practicable after   Charterers place the Vessel at Owners’ disposal clear of cargo other than   natural gas vapour.

(b)              If a periodical drydocking   is carried out in the port offered by Charterers (which must have suitable   accommodation for the purpose and reception facilities for tank washings and   residues), the Vessel shall be off-hire from the time she arrives at such   port until drydocking is completed and she is in every way ready to resume   Charterers’ service and is at the position at which she went off-hire or a   position no less favourable to Charterers, whichever she first attains.   However:

(i)                  provided that Owners   exercise due diligence in gas-freeing, any time lost in gas-freeing to the   standard required for entry into drydock for cleaning and painting the hull   shall not count as off-hire, whether lost on passage to the drydocking port   or after arrival there (notwithstanding Clause 22), and;

(ii)               any additional time lost   in further gas-freeing to meet the standard required for hot work or entry to   cargo tanks shall count as off-hire, whether lost on passage to the   drydocking port or after arrival there.

Any   time which, but for sub-Clause (i) above, would be off-hire, shall not   be included in any calculation under Appendix C.

The   expenses of gas freeing, including without limitation the cost of bunkers,   shall be for Owners’ account.

(c)               Any natural gas vapour   lost in gas freeing for the purpose of drydocking shall be for Charterers’   account provided that during the last discharge prior to drydocking Owners   shall use their reasonable endeavours to pump out the maximum amount of   cargo.

(d)              If Owners require the   Vessel, instead of proceeding to the offered port, to carry out periodical   drydocking at a special port selected by them, or in case of emergency, the   Vessel shall be off-hire from the time when she is released to proceed to the   special port until she next presents for loading in accordance with   Charterers’ instructions; provided, however, that Charterers shall credit   Owners with the time which would have been taken on passage at the Service   Speed had the Vessel not proceeded to drydock. In case of emergency, with   respect to Clause 24(a) Line 472, Owners shall give such prior notice as   is reasonably possible in the circumstances.

All   fuel consumed shall be paid for by Owners but Charterers shall credit Owners   with the value of the fuel which would have been used on such notional   passage calculated at the guaranteed daily consumption for the Service Speed,   and shall further credit Owners with any benefit they may gain in purchasing   bunkers at the special port.
    
	
Ship   Inspection
    	
25.
    	
Charterers shall have the right at any time during the charter period   to make such inspection of the Vessel, as they may consider necessary. This   right may be exercised as often and at such intervals as Charterers in their   absolute discretion may determine and whether the Vessel is in port or on   passage Owners shall afford all necessary co-operation and accommodation on   board provided, however:
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 









 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
(a)     that neither the exercise nor the non-exercise, nor anything   done or not done in the exercise or non-exercise, by Charterers of such right   shall in any way reduce the master’s or Owners’ authority over, or   responsibility to Charterers or third parties for, the Vessel and every   aspect of her operation, nor increase Charterers’ responsibilities to Owners   or third parties for the same;

(b)     that Charterers shall not be liable for any act, neglect or   default by themselves, their servants or agents in the exercise or   non-exercise of the aforesaid right;

(c)     that any cost incurred by such inspection shall be for   Charterers’ account provided such costs have been disclosed to and approved   by Charterers in advance;

(d)     that any inspection carried out by Charterers shall be made   without interference with or hindrance to the Vessel’s safe and efficient   operation, and shall be limited to a maximum of two persons; and

(e)     that any overnight stays shall be subject to Clause 18.
    
	
Key   Vessel Performance Criteria
    	
26.
    	
Subject   to Appendix C, Owners guarantee that:

(a)     the Laden Service Speed shall be ***** knots;

(b)     the Ballast Service Speed shall be ***** knots;

(c)     the Minimum Speed shall be ***** knots;

(d)     the Vessel shall be capable of loading and discharging the   cargo as follows:

(i)      a full cargo may be loaded within ***** hours if the Vessel’s   cargo tanks are colder than the tank design temperature for commencement of   loading, excluding the time for connecting; disconnecting, cooling down,   topping up and custody transfer measurement, and provided that the loading   terminal is capable of pumping at least ***** cubic metres of LNG per hour to   the Vessel at not less than ***** bar (gauge) pressure at the flange   connection between ship and terminal utilising a minimum of two liquid   loading arms, and provided that the terminal is capable of receiving all   return vapour from the Vessel that may be generated when loading the Vessel   at the above specified flow rate of LNG;

(ii)     a full cargo may be discharged within   ***** hours, excluding the time for connecting; disconnecting, cooling down;   starting up pumps; ramping up; ramping down for stripping at end of discharge   and custody transfer measurement, and provided that the discharge terminal is   capable of receiving LNG at a rate of at least ***** cubic metres of LNG per   hour with a back pressure at the flange connection between ship and terminal   not exceeding ***** metres of liquid LNG of specific gravity of *****  utilising a minimum of two liquid unloading   arms. The terminal must also be capable of providing sufficient return vapour   to the Vessel to compensate for the displacement of the LNG being discharged   from the Vessel;

(e)     the Vessel’s guaranteed maximum fuel consumption shall be:
    


 

	
 
    	
 
    	
(tonnes of Fuel Oil Equivalent / day)
    
	
Average Speed(Knots)
    	
 
    	
Laden
    	
 
    	
Ballast
    
	
*****
    	
 
    	
*****
    	
 
    	
*****
    
	
*****
    	
 
    	
*****
    	
 
    	
*****
    
	
*****
    	
 
    	
*****
    	
 
    	
*****
    
	
*****
    	
 
    	
*****
    	
 
    	
*****
    
	
*****
    	
 
    	
*****
    	
 
    	
*****
    


 

	
 
    	
 
    	
(f)     the Fuel Oil Equivalent factor shall be ***** metric tonne   fuel oil equals one (1) cubic metre of LNG);

(g)     the maximum laden Boil-Off shall be ***** per day of the Cargo   Capacity on fully laden sea passages (or pro- rated by the ratio of   volumetric cargo loaded to cargo capacity if all tanks are not used);

(h)     the maximum ballast Boil-Off shall be ***** per day of the   cargo capacity where the previous sea passage was fully laden (or pro-rated   by the ratio of the number of tanks previously used to the total number of   cargo tanks if all tanks were not utilised for the carriage of cargo on the   previous laden passage).
    
	
Salvage
    	
27.
    	
Subject   to the provisions of Clause 22 hereof, all loss of time and all   expenses (excluding any damage to or 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
loss   of the Vessel or tortious liabilities to third parties) incurred in saving or   attempting to save fife or in successful or unsuccessful attempts at salvage   shall be borne equally by Owners and Charterers provided that Charterers   shall not be liable to contribute towards any salvage payable by Owners   arising in any way out of services rendered under this Clause 27.

All   salvage and all proceeds from derelicts shall be divided equally between   Owners and Charterers after Deducting the master’s, officers’ and crew’s   share.
    
	
Lien
    	
28.
    	
Owners   shall have a lien upon all cargoes and all freights, sub-freights and demurrage   for any amounts due under this charter, and Charterers shall have a lien on   the Vessel for all monies paid in advance and not earned, and for all claims   for damages arising from any breach by Owners of this charter.
    
	
Exceptions
    	
29.
    	
(a)     The Vessel, her master and Owners shall not, unless otherwise   in this charter expressly provided, be liable for any loss or damage or delay   or failure arising or resulting from any act, neglect or default of the   master, pilots, mariners or other servants of Owners in the navigation or   management of the Vessel, fire, unless caused by the actual fault or privity   of Owners, collision or stranding, dangers and accidents of the sea,   explosion, bursting of boilers, breakage of shafts or any latent defect in   hull, equipment or machinery; provided, however, that Clauses 1, 2,   3 and 26 hereof shall be unaffected by the foregoing. Further,   neither the Vessel, her master or Owners, nor Charterers shall, unless   otherwise in this charter expressly provided, be liable for any loss or damage   or delay or failure in performance hereunder arising or resulting from act of   God, act of war, seizure under legal process, quarantine restrictions,   strikes, lock-outs, riots, restraints of labour, civil commotions or arrest   or restraint of princes, rulers or people.

(b)     The Vessel shall have liberty to sail with or without pilots,   to tow or go to the assistance of Vessels in distress and to deviate for the   purpose of saving life or property.

(c)     Clause 29(a) shall not apply to, or affect any   liability of Owners or the Vessel or any other relevant person in respect of:

(i)      loss or damage caused to any berth, jetty, dock, dolphin,   buoy, mooring line, pipe or crane or other works or equipment whatsoever at   or near any place to which the Vessel may proceed under this charter, whether   or not such works or equipment belong to Charterers; or

(ii)     any claim (whether brought by Charterers   or any other person) arising out of any loss of or damage to or in connection   with cargo. Any such claim shall be subject to the Hague-Visby Rules or   the Hague Rules or the Hamburg Rules, as the case may be, which ought   pursuant to Clause 39 hereof to have been incorporated in the relevant   Bill of Lading (whether or not such Rules were so incorporated) or, if   no such Bill of Lading is issued, to the Hague-Visby Rules unless the   Hamburg Rules compulsory apply in which case to the Hamburg Rules.

(d)     In particular and without limitation, the foregoing   subsections (a), (b) and (c) of this Clause shall not apply to or   in any way affect any provision in this charter relating to off-hire or to   reduction of hire or Boil-Off or bunkers consumed during periods of off-hire.
    
	
Injurious   Cargoes
    	
30.
    	
No   acids, explosives or cargoes injurious to the Vessel shall be shipped and   without prejudice to the foregoing any damage to the Vessel caused by the   shipment of any such cargo, and the time taken to repair such damage, shall   be for Charterers account. No voyage shall be undertaken, nor any goods or   cargoes loaded, that would expose the Vessel to capture or seizure by rulers   or governments.
    
	
Disburse-

ments
    	
31.
    	
Should   the master require advances for ordinary disbursements up to a cap of United   States Dollars ***** at any port, Charterers or their agents shall make such   advances to him, in consideration of which Owners shall pay a commission of   two and a half per cent, and all such advances and commission shall be   deducted from hire.
    
	
Laying-up
    	
32.
    	
Charterers   shall have the option, after consultation with Owners, of requiring Owners to   lay up the Vessel at a safe place nominated by Charterers, taking into   account questions of maintenance access and security and with Owners consent   and always subject to Clause 4, in which case the hire provided for   under this charter shall be adjusted to reflect any net increases in   expenditure reasonably incurred or any net saving which should reasonably be   made by Owners as a result of such lay up Charterers may exercise the said   option any number of times during the charter period. A period of lay-up   shall commence when the Vessel arrives at a lay-up location mutually   acceptable to Charterers and Owners following receipt of orders from   charterers directing lay-up of the Vessel. Such lay-up status shall terminate   after Charterers have delivered written notice to Owners to take the Vessel   out of lay-up and

(1)  the Vessel has departed from the place of   lay-up en route to the designated loading port or

(2)  after completion of any required   drydocking, bottom cleaning or repairs occasioned as a result of the lay-up,   the Vessel has departed from the place of repairs en route to the designated   loading port.
    
	
Requisition
    	
33.
    	
Should   the Vessel be requisitioned by any government, de facto or de jure, during   the period of this charter, the Vessel shall be off-hire during the period of   such requisition, and any hire paid by such governments in respect of such   requisition period shall be for Owners account Any such requisition period   shall count as part of the charter period.
    
	
Outbreak   of War
    	
34.
    	
If   war or hostilities break out between any two or more of the following   countries United States of America, 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
the   Countries or republics having been part of the former USSR (except that   declaration of war or hostilities solely between any two or more of the   countries or republics having been part of the former USSR shall be   exempted), Peoples Republic of China, United Kingdom, Netherlands and the   country that the Vessel is Registered in, then both Owners and Charterers   shall have the right to cancel this charter provided that such war or   hostilities materially and adversely affect the trading of the Vessel for a   period of at least 180 days.
    
	
Additional   War Expenses
    	
35.
    	
If   the Vessel is ordered to trade in areas where there is war (de facto or de   jure) or threat of war, Charterers shall reimburse Owners for any additional   insurance premiums, crew bonuses and other expenses which are reasonably   incurred by Owners as a consequence of such orders, provided that Charterers   are given notice of such expenses as soon as practicable and in any event   before such expenses are incurred, and provided further that Owners obtain   from their insurers a waiver of any subrogated rights against Charterers in   respect of any claims by Owners under their war risk insurance arising out of   compliance with such orders. Any payments by Charterers under this Clause   will only be made against proven documentation Any discount or rebate   refunded to Owners, for whatever reason, in respect of additional war risk   premium shall be passed on to Charterers.
    
	
War   Risks
    	
36.
    	
(a)     The master shall not be required or bound to sign Bills of   Lading for any place which in his or Owners reasonable opinion is dangerous   or impossible for the Vessel to enter or reach owing to any blockade, war,   hostilities, warlike operations, civil war, civil commotions, revolutions,   acts of piracy, acts of terrorists, acts of hostility or malicious damage.

(b)     if in the reasonable opinion of the master or Owners it   becomes, for any of the reasons set out in Clause 36 (a) or by the   operation of international law, dangerous, impossible or prohibited for the   Vessel to reach or enter, or to load or discharge cargo at, any place to   which the Vessel has been ordered pursuant to this charter (a “place of peril”),   then Charterers or their agents shall be immediately notified in writing or   by radio messages, and Charterers shall thereupon have the right to order the   cargo, or such part of it as may be affected, to be loaded or discharged, as   the case may be, at any other place within the trading limits of this charter   (provided such other place is not itself a place of peril) if any place of   discharge is or becomes a place of peril, and no orders have been received   from Charterers or their agents within 48 hours after dispatch of such   messages, then Owners shall be at liberty to discharge the cargo or such part   of it as may be affected at any place which they or the master may in their   or his discretion select within the trading limits of this charter and such   discharge shall be deemed to be due fulfilment of Owners obligations under   this charter so far as cargo so discharged is concerned.

(c)     The Vessel shall have liberty to comply with any directions or   recommendations as to departure, arrival, routes, ports of call, stoppages,   destinations, zones, waters, delivery or in any other wise whatsoever given   by the government of the state under whose flag the Vessel sails or any other   government or local authority or by any person or body acting or purporting   to act as or with the authority of any such government or local authority   including any de facto government or local authority or by any person or body   acting or purporting to act as or with the authority of any such government   or local authority or by any committee or person having under the terms of   the war risks insurance on the Vessel the right to give any such directions   or recommendations If by reason of or in compliance with any such directions   or recommendations anything is done or is not done, such shall not be deemed   a deviation. If by reason of or in compliance with any such direction or   recommendation the Vessel does not proceed to any place of discharge to which   she has been ordered pursuant to this charter, the Vessel may proceed to any   place which the master or Owners in his or their discretion select and there   discharge the cargo or such part of it as may be affected. Such discharge   shall be deemed to be due fulfilment of Owners’ obligations under this   charter so far as cargo so discharged is concerned.

Charterers   shall procure that all Bills of Lading issued under this charter shall   contain provisions equivalent to this Clause 36.
    
	
Both   to Blame Collision Clause
    	
37.
    	
If   the liability for any collision in which the Vessel is involved while   performing this charter falls to be determined in accordance with the laws of   the United States of America, the following provision shall apply “If the   ship comes into collision with another ship as a result of the negligence of   the other ship and any act; neglect or default of the master, manner, pilot   or the servants of the carrier in the navigation or in the management of the   ship, the owners of the cargo carried hereunder will indemnify the carrier   against all loss, or liability to the other or non-carrying ship or her   owners in so far as such loss or liability represents loss of, or damage to,   or any claim whatsoever of the owners of the said cargo, paid or payable by the   other or non-carrying ship or her owners to the owners of the said cargo and   set off, recouped or recovered by the other or non-carrying ship or her   owners as part of their claim against the carrying ship or carrier”

“The   foregoing provisions shall also apply where the owners, operators or those in   charge of any ship or ships or objects other than, or in addition to, the   colliding ships or objects are at fault in respect of a collision or contact”.
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
Charterers   shall procure that all Bills of Lading issued under this charter shall   contain a provision in the Foregoing terms to be applicable where the liability   for any collision in which the Vessel is involved falls to be determined in   accordance with the laws of the United States of America.
    
	
New   Jason Clause
    	
38.
    	
General   average contributions shall be payable according to York/Antwerp Rules, 1994,   as amended from time to time, and shall be adjusted in London in accordance   with English law and practice but should adjustment be made in accordance   with the law and practice of the United States of America, the following   provision shall apply:

“In   the event of accident, danger, damage or disaster before or after the   commencement of the voyage, resulting from any cause whatsoever, whether due   to negligence or not, for which, or for the consequence of which, the carrier   is not responsible by statute, contract or otherwise, the cargo, shippers,   consignees or owners of the cargo shall contribute with the carrier in   general average to the payment of any sacrifices, losses or expenses of a   general average nature that may be made or incurred and shall pay salvage and   special charges incurred in respect of the cargo.”

“If   a salving ship is owned or operated by the carrier, salvage shall be paid for   as fully as if the said salving ship or ships belonged to strangers. Such   deposit as the carrier or his agents may deem sufficient to cover the   Estimated contribution of the cargo and any salvage and special charges   thereon shall, if required, be made by the cargo, shippers, consignees or   owners of the cargo to the carrier before delivery.”

Charterers   shall procure that all Bills of Lading issued under this charter shall   contain a provision in the Foregoing terms, to be applicable where adjustment   of general average is made in accordance with the laws and practice of the   United States of America.

See   also Clause 52.
    
	
Clause   Paramount
    	
39.
    	
Charterers   shall procure that all Bills of Lading issued pursuant to this charter shall   contain the following:

(a)     Subject to sub-clause (b) or (c) hereof, this Bill   of Lading shall be governed by, and have effect subject to, the rules contained   in the International Convention for the Unification of Certain Rules relating   to Bills of Lading signed at Brussels on 25th August 1924 (hereafter the   “Hague Rules”) as amended by the Protocol signed at Brussels on 23rd February 1968   (hereafter the “Hague-Visby Rules”). Nothing contained herein shall be deemed   to be either a surrender by the carrier of any of his rights or immunities or   any increase of any of his responsibilities or liabilities under the   Hague-Visby Rules.

(b)     If there is governing legislation which applies the Hague Rules compulsory   to this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this   Bill of Lading shall have effect subject to the Hague Rules Nothing   therein contained shall be deemed to be either a surrender by the carrier of   any of his rights or immunities or an increase of any of his responsibilities   or liabilities under the Hague Rules.

(c)     If there is governing legislation which applies the United   Nations Convention on the Carriage of Goods by Sea 1978 (hereafter the “Hamburg   Rules”) compulsory to this Bill of Lading, to the exclusion of the   Hague-Visby Rules, then this Bill of Lading shall have effect subject to the   Hamburg Rules. Nothing therein contained shall be deemed to be either a   surrender by the carrier of any of his rights or immunities or an increase of   any of his responsibilities or liabilities under the Hamburg Rules.

(d)     If any term of this Bill of Lading is repugnant to the   Hague-Visby Rules, or Hague Rules, or Hamburg Rules, as applicable, such term   shall be void to that extent but no further.

(e)     Nothing in this Bill of Lading shall be construed as in any   way restricting, excluding or waiving the right of any relevant party or   person to limit his liability under any available legislation and/or law.
    
	
Insurance/   ITOPF
    	
40.
    	
Owners   warrant that the Vessel is now, and will, throughout the duration of the   charter:

(a)     be properly entered in the West of England Shipowners Mutual   Insurance Association P & I Club, being a member of the   International Group of P and I Clubs;

(b)     have in place insurance cover for oil pollution for the   maximum on offer through the International Group of P & l Clubs but   always a minimum of United States Dollars 1,000,000,000 (one thousand   million);

(c)     have in full force and effect Hull and Machinery insurance   placed through reputable brokers on Institute Time Clauses to a value as   would be procured by a first class operator of similar such vessels.

Owners   will provide, within a reasonable time following a request from Charterers to   do so, documented Evidence of compliance with the warranties given in this   Clause 40.
    
	
Export   Restrictions
    	
41.
    	
The   master shall not be required or bound to sign Bills of Lading for the   carriage of cargo to any place to which export of such cargo is prohibited   under the laws, rules or regulations of the country in which the cargo   was Produced and/or shipped.

Charterers   shall procure that all Bills of Lading issued under this charter shall   contain the following clause “If any laws rules or regulations applied   by the government of the country in which the cargo was produced and/or   shipped, or any relevant agency thereof, impose a prohibition on export of   the cargo to the place of Discharge designated in or ordered under this Bill   of Lading, carriers shall be entitled to require cargo 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
owners   forthwith to nominate an alternative discharge place for the discharge of the   cargo, or such part of it as may be affected, which alternative place shall   not be subject to the prohibition, and carriers shall be entitled to accept   orders from cargo owners to proceed to and discharge at such alternative   place. If cargo owners fail to Nominate an alternative place within *****   after they or their agents have received from carriers notice of such   prohibition, carriers shall be at liberty to discharge the cargo or such part   of it as may be affected by the prohibition at any safe place on which they   or the master may in their or his absolute discretion decide and which is not   subject to the prohibition, and such discharge shall constitute due   performance of the contract Contained in this Bill of Lading so far as the   cargo so discharged is concerned”.

The   foregoing provision shall apply mutatis mutandis to this charter, the   references to a Bill of Lading being deemed to be references to this charter.
    
	
Drugs   and Alcohol
    	
42.
    	
Owners   warrant that they have in force an active policy covering the Vessel which   meets or exceeds the Standards set out in the “Guidelines for the Control of   Drugs and Alcohol On Board Ship” as published by the Oil Companies   International Marine Forum (OCIMF) dated June 1995 (or any subsequent   modification, version or variation of these guidelines) and that this policy   will remain in force throughout the charter period, and Owners will exercise   due diligence to ensure the policy is complied with.
    
	
Pollution   and Emergency Response
    	
43.
    	
Owners   are to advise Charterers of organisational details and names of Owners   personnel together with their relevant telephone/facsimile/e-mail/telex   numbers, including the names and contact details of Qualified Individuals for   OPA 90 response, who may be contacted on a 24 hour basis in the event of oil   spills or emergencies.
    
	
ISPS   Code /USMTSA 2002
    	
44.
    	
This   clause 45 makes reference to the International Code for the Security of Ships   and of Port Facilities and the /USMTSA relevant amendments to Chapter XI of   SOLAS (“ISPS Code”) and the US Maritime Transportation Security Act 2002 (“MTSA”).

(a)    (i)      During the   currency of this charter, Owners shall procure that both the Vessel and “the   Company” (as defined by the ISPS Code) and the “owner”(as defined by the   MTSA) shall comply with the requirements of the ISPS Code relating to the   Vessel and “the Company” and the requirements of MTSA relating to the Vessel   and the “owner”. Upon request Owners shall provide documentary evidence of   compliance with this Clause 45(a)(i).

(ii)     Except as otherwise provided in this   charter, loss, damage, expense or delay, caused by failure on the part of   Owners or “the Company’/owner” to comply with the requirements of the ISPS   Code/MTSA or this Clause shall be for Owners’ account.

(b)    (i)      Charterers shall provide   Owners/Master with their full style contact details and shall ensure that the   contact details of all sub-charterers are likewise provided to Owners/Master.   Furthermore, Charterers shall ensure that all sub-charter parties they enter   into during the period of this charter contain the following provision:

“The   Charterers shall provide the Owners with their full style contact details   and, where sub-letting is permitted under the terms of the charter party,   shall ensure that the contact details of all sub-charterers are likewise   provided to the Owners”.

(ii)     Except as otherwise provided in this   charter, loss, damage, expense or delay, caused by failure on the part of   Charterers to comply with this sub-Clause 45(b) shall be for Charterers’   account.

(c)     Notwithstanding anything else contained in this charter costs   or expenses related to security regulations or measures required by the port   facility or any relevant authority in accordance with the ISPS Code/MTSA   including, but not limited to, security guards, launch services, tug escorts,   port security fees or taxes and inspections, shall be for Charterers’   account, unless such costs or expenses result solely from Owners’ negligence   in which case such costs or expenses shall be for Owners’ account All measures   required by Owners to comply with the security plan required by the ISPS   Code/MTSA shall be for Owners’ account.

(d)     Notwithstanding any other provision of this charter, the   Vessel shall not be off-hire where there is a loss of time caused by   Charterers’ failure to comply with the ISPS Code/MTSA.

(e)     If either party makes any payment, which is for the other   party’s account according to this Clause, the other party shall indemnify the   paying party.
    
	
Law   and Litigation
    	
45.
    	
(a)     This charter shall be construed and the relations between the   parties determined in accordance with the laws of England.

(b)     All disputes arising out of this charter shall be referred to   Arbitration in London in accordance with the Arbitration Act 1996 (or any   re-enactment or modification thereof for the time being in force) subject to   the following appointment procedure:

(i)      The parties shall jointly appoint a sole arbitrator not later   than 28 days after service of a request in writing by either party to do so.

(ii)     If the parties are unable or unwilling to   agree the appointment of a sole arbitrator in accordance with (i) then   each party shall appoint one arbitrator, in any event not later than 14 days   after receipt of a further request in writing by either party to do so The   two arbitrators so appointed shall appoint a third arbitrator before any   substantive hearing or forthwith if they cannot agree on a 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
matter relating to the arbitration.
    
	
 
    	
 
    	
(iii)    If a party fails to appoint an arbitrator   within the time specified in (ii) (the “Party in Default”), the party   who has duly appointed his arbitrator shall give notice in writing to the   Party in Default that he proposes to appoint his arbitrator to act as sole   arbitrator.

(iv)    If the Party in Default does not within 7   days of the notice given pursuant to (iii) make the required appointment   and notify the other party that he has done so the other party may appoint   his arbitrator as sole arbitrator whose award shall be binding on both   parties as if he had been so appointed by agreement.

(v)     Any Award of the arbitrator(s) shall be final and binding   and not subject to appeal.

(vi)    For the purposes of this clause 46   (b) any requests or notices in writing shall be sent by fax; e-mail or   telex and shall be deemed received on the day of transmission.

(c)     It shall be a condition precedent to the right of any party to   a stay of any legal proceedings in which maritime property has been, or may   be, arrested in connection with a dispute under this charter, that that party   furnishes to the other party security to which that other party would have   been entitled in such legal proceedings in the absence of a stay.
    
	
Confidentiality   
    	
46.
    	
All   terms and conditions of this charter arrangement shall be kept private and   confidential.
    
	
Construction
    	
47.
    	
The   side headings have been included in this charter for convenience of reference   and shall in no way affect the construction hereof.
    
	
Notices
    	
48.
    	
(a)     Whenever written notices are required to be given by either   party to the other party, such notices shall be sent by telex, fax,   registered mail, e-mail or registered airmail to the following addresses   Notice to Owners:

Owners:

Exmar   (UK) Shipping Co Ltd

Moreau   House

116   Brompton Road

London   SW3 1JJ

Tel:   +44 20 7870 1300

Fax:   +44 20 7225 1607

E-mail:   gas@exmarshippinq.co.uk

 

Operations   Manager: Lyn Chapman

Tel:   +44 1932 245956

Mobile:   +44 7802 854110

 

Commercial   Manager: Rodney Hyne-Jones

Mobile:   +32 475 55 44 52

 

Technical   Manager: Steve George

Mobile:   +44 7624 461 446

 

Notice   to Charterers

Excelerate   Energy LP

1330   Lake Robbins Drive

Suite 270

The   Woodlands TX 77380

Tel:   +1832 813 7100

Fax:   +1832 813 7103

E-mail:   jonathan.cook@excelerateenergv.com

Attn:   Jonathan Cook – Vice President

 

Notice   to Charterers’ Operations Department

Captain   Mark Lane – Director Operations

Mobile:   +1305 3941625

or   to such other addresses as the parties may respectively from time to time   designate by notice in writing Any failure to transmit a copy of the notice   to a party listed as entitled to receive a copy shall not in any way affect   the validity of any notice otherwise properly given as provided in this   Clause.

(b)              Any notice required under   this charter to be given in writing shall be deemed to be duly received only   In the case of a telex, at the time of transmission recorded on the message   if such time is within normal business hours on a working day at the place of   receipt, otherwise at the commencement of normal business hours on the next   working day there.
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
(i)      In the case of a letter, whether delivered in course of the   post or by hand or by courier, at the date and time of its actual delivery if   within normal business hours on a working day at the place of receipt   otherwise at the commencement of normal business on the next such working   day.

(ii)     In the case of a facsimile or e-mail, at   the time of transmission recorded on the message if such time is within   normal business hours (09:00 - 17:00) in the country of receipt, otherwise at   the commencement of normal business hours on the next working day at the   place of receipt.
    
	
Definitions
    	
49.
    	
In   this charter, save where the context otherwise requires, the following words   and expressions shall have the meanings respectively assigned to them in this   Clause;
    
	
 
    	
 
    	
“*”
    	
means   delete as applicable.
    
	
 
    	
 
    	
“Boil-Off”
    	
means   the vapour, which results from vaporisation of LNG in the cargo tanks.
    
	
 
    	
 
    	
“Cargo Capacity”
    	
means   the maximum safe LNG loading limit of the Vessel as per Appendix A.
    
	
 
    	
 
    	
“Certificate of Financial Responsibility”
    	
means   a certificate of financial responsibility as required by the US Oil Pollution   Act 1990.
    
	
 
    	
 
    	
“Flag State”
    	
means   Belgium or such other country or territory as may from time to time be   established as the Flag State in accordance with the provisions of Clause 51.
    
	
 
    	
 
    	
“Fuel Oil Equivalent”
    	
refers   collectively to its two components, fuel oil and Boil-Off gas and is measured   in metric tonnes applying the fuel oil equivalent factor set out in Clause   26(f).
    
	
 
    	
 
    	
“Fuel Price”
    	
means   the last paid/invoiced price supported by the appropriate documentation the   vessel on a “first in, first out basis”.
    
	
 
    	
 
    	
“Gas Free”
    	
means   the vessels cargo tanks are free off all natural gas vapour and under an   atmosphere of inert gas.
    
	
 
    	
 
    	
“LNG”
    	
means   natural gas liquefied by cooling and which is in a liquid state at or near   atmospheric pressure.
    
	
 
    	
 
    	
“LNG Heel”
    	
means   cargo retained in the cargo tanks on completion of discharge.
    
	
 
    	
 
    	
“LNG Price”
    	
means   the last paid/invoiced FOB price of the LNG cargo for that specific voyage as   advised by Charterers supported by the appropriate documentation.
    
	
 
    	
 
    	
“Service Speed”
    	
shall have the meaning   ascribed to it in Appendix C, Article 1. (a).
    
	
Additional   Clauses
    	
50.
    	
Flag   State - With reference to Clause 1(l), in the event Owners determine that it   would be desirable to change the Vessel’s Flag State, Owners shall propose in   writing an alternative Flag State to Charterers for their approval Such   approval shall not be unreasonably withheld. All costs and expenses of any   such proposed change shall be borne by Owners and shall include all costs and   expenses attributable to such change.

If   Charterers give notice to Owners requesting a change of the Vessel’s Flag   State, Owners shall use reasonable good faith efforts to cause the Vessel to   be registered as soon as reasonably practicable in the country designated by   Charterers. The cost and expense of any such change of registry shall be   borne by Charterers and shall include all reasonably incurred third-party   costs and expenses directly attributable to or resulting from the   implementation of Chartererers’ request.

 

Additional   Clauses 52 to 54 inclusive and
    
	
 
    	
 
    	
Appendix A:
    	
Vessel   Description, as attached, shall be incorporated herein.
    
	
 
    	
 
    	
Appendix B:
    	
Shell   Safety and Environmental Monthly Reporting Template, as attached, shall be   incorporated herein.
    
	
 
    	
 
    	
Appendix C:
    	
Detailed   Performance Criteria, as attached, shall be incorporated herein.
    
	
 
    	
 
    	
Appendix D
    	
List   of Compatible Terminals.
    
	
 
    	
 
    	
Appendix E
    	
Specimen   Letters of Indemnity.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
as   attached, are deemed incorporated into this Charter Party.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
SIGNED BY OWNERS
    	
SIGNED   FOR CHARTERERS
    
						


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

Code word for this Charter Party

“ShellLNGTime 1”

 

Issued November 2005

 

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

 

	
 
    	
 
    	
/s/ Rodney Hyne-Jones
    	
 
    	
/s/   Jonathan Cook
    
	
 
    	
 
    	
FULL NAME
    	
 
    	
FULL   NAME
    
	
 
    	
 
    	
Rodney Hyne-Jones
    	
 
    	
Jonathan   Cook
    
	
 
    	
 
    	
POSITION
    	
 
    	
POSITION
    
	
 
    	
 
    	
Director
    	
 
    	
Vice   President
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text o f the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 









 

Additional Clauses attached and incorporated into the Charter Party
 Dated 10th October 2006

 

Between

 

Exmar Excalibur Shipping Company Limited

 

And

 

Excelerate Energy LP

 

52          In conjunction with Clause 38 herein, General Average shall be adjusted, stated and settled in London according to the York/Antwerp Rules 1994 or any subsequent amendments thereto and otherwise according to English Law, or otherwise at such port or place as Owners shall select by an Adjuster appointed by Owners and approved by Charterers. Such adjuster shall attend to the settlement and collection of General Average subject to customary charges. General Average Agreements and/or security shall be furnished by Owners and/or Charterers and/or Cargo Owners and/or Consignee of the Goods if requested. Any cash deposit being made as security to pay General Average and/or Salvage shall be remitted to the Average Adjuster and shall be held by him at his risk in a special account in a duly authorised and licensed bank at a place where the General Average statement is prepared.

 

53          Charterers’ Modifications

 

Charterers shall have the option, exercisable at any time during the period of this charter party, to effect certain modifications to the Vessel, primarily, with respect, but not limited, to potential regasification and boiler capabilities. Such modification, hereinafter referred to as “Charterers’ modification”, shall be subject to Owners’ approval, not to be unreasonably withheld, and to the following terms and conditions. Charterers modification, if approved by Owners, shall be effected by a shipyard approved by Owners and charterers and in compliance with the rules and regulations of the Vessel’s Flag State and classification society. The cost and time for carrying out any Charterers’ modification, or the removal thereof, as well as the adverse effect, if any, of such modification on the Vessel’s speed and/or consumption and/or boil-off shall be for Charterers’ account.

 

Owners shall not be entitled to an increase of hire solely on account of a charterers’ modification unless, and then only to, the extent that a Charterers’ modification is causing an increase in the Vessel’s operating cost.

 

Charterers shall remove the charterers’ modification(s) at their expense and in their time and redeliver the Vessel in the sam condition in which she was delivered always fair wear and tear not affecting Class excepted.

 

Owners, however, shall have the option to request Charterers not to remove one or more of the Charterers’ modifications by giving notice in writing to Charterers not less than 6 months prior to the date of expiry of the charter party in which case Owners shall pay to Charterers on redelivery a proportion of the proven cost of the relevant Charterers’ modification, to be agreed.

 

54          Entire Agreement

 

The provisions of this Charter Party represent the entire agreement of the parties and, save in respect of the provisions of security on cross default, the document entitled “LNG Time charter Term Sheet”, dated 10th October 2006 is superseded and shall no longer have effect.

 











 

APPENDIX A

 

To the Charter Party dated 10th October 2006 
 between 
  EXMAR EXCALIBUR SHIPPING COMPANY LIMITED 
  (“Owners”) 
 And 
  EXCELERATE ENERGY LP 
  (“Charterers”)

 

PARTICULARS OF VESSEL

 

Vessel Name      EXCALIBUR

Official No.      IMO 9230050

 

Owners undertake that at the date of delivery of the Vessel under this Charter the Vessel shall accord in all respects with the following descriptions.

 

	
1.
    	
General
    	
 
    
	
 
    	
1.1                     Builder and Yard
    	
DMSE
    
	
 
    	
 
    	
OKPO,   KOREA
    
	
 
    	
                                      Hull No.
    	
2206
    
	
 
    	
1.2                     Year Built
    	
DELIVERED   23 OCT 2002
    
	
 
    	
 
    	
KEEL   LAID 30 APR 2001
    
	
 
    	
1.3                     Flag
    	
BELGIUM
    
	
 
    	
1.4                     Signal Letters
    	
ONCE
    
	
 
    	
1.5                     Classification
    	
BUREAU   VERITAS
    
	
 
    	
1.6                     I. M. O. Certificate of   Fitness date of Issue
    	
16   NOV 2004
    
	
 
    	
1.7                     USCG Certificate of   Compliance date of Issue (if applicable)
    	
EXPIRED
    
	
 
    	
1.8                     NKKK CTMS Certificate date   of Issue (if applicable)
    	
 
    
	
 
    	
 
    	
 
    
	
2.
    	
Dimensions
    	
 
    
	
 
    	
2.1                     Length Overall
    	
277   metres
    
	
 
    	
2.2                     Length between   perpendiculars
    	
266   metres
    
	
 
    	
2.3                     Beam
    	
43.4   metres
    
	
 
    	
2.4                     Moulded depth
    	
26   metres
    
	
 
    	
2.5                     Scantling draft
    	
12.1   metres
    
	
 
    	
2.6                     Design LNG loaded draft
    	
11.4   metres
    
	
 
    	
2.7                     Design Ballast Draft
    	
9.4   metres
    
	
 
    	
2.8                     Design Extreme Draft
    	
12.12   metres
    
	
 
    	
2.9                     Air draft
    	
42.76   metres at loaded draft
    
	
 
    	
2.10              Windage
    	
Lateral
    	
m2
    
	
 
    	
 
    	
Longitudinal
    	
m2
    
	
 
    	
 
    	
 
    
	
3.
    	
Tonnage
    	
 
    
	
 
    	
3.1                     Deadweight   tonnage on LNG loaded draft
    	
70,912   metric tons
    
	
 
    	
3.2                     Gross   registered tonnage
    	
93,786
    
	
 
    	
3.3                     Net   registered tonnage
    	
28,136
    
	
 
    	
3.4                     Light ship   displacement
    	
29,224.5   metric tons
    
	
 
    	
3.5                     Displacement   (maximum)
    	
109,588.8   metric tons
    
	
 
    	
3.6                     Suez Canal   Net Tonnage
    	
82,982.60
    
	
 
    	
 
    	
 
    
	
4.
    	
Machinery
    	
 
    
	
 
    	
4.1                     Main Engine   Type, Make Steam Turbine,
   Maximum Power (MCR) and RPM
   Service Power (90% MCR)
    	
KAWASAKI   TYPE UA
   26,478 KW at  88 RPM
   23.830 KW
    
	
 
    	
4.2                     Main Boilers   Type, Make
   Maximum evaporation 
   Service evaporation 
   Grade of Fuel
   Dual Fuel Burning
    	
MITSUBISHI
   52.000 kg/hr
   49,000 kg/hr
   HEAVY FUEL 380cSt. At 50°C
   YES
    
	
 
    	
4.3                     Electrical   Generating Plant 
   Type
    	

   2 STEAM TURBO GEN MITSUBISHI AT42CT-B + 
   1 DIESEL GEN SSANGYONG 8L32/40
    
	
 
    	
                                      Number Used at Sea
    	
1
    
	
 
    	
                                      Fuel type and quantity at   full load 
    	
STEAM,   MDO, 7.5T
    
	
 
    	
                                      Maximum output per unit
    	
2   X 3.450 ÷ 1 X 3.640KW
    
					


 

1











 

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

 

	
 
    	
                                      Output required for cargo   discharge
    	
5.600KW
    
	
 
    	
 
    	
 
    
	
5.
    	
Speed 
    	
 
    
	
 
    	
5.1                     Trial speed   at maximum power
    	
*****
    
	
 
    	
5.2                     Service Speed   @ 90% MCR
    	
*****
    
	
 
    	
5.3                     Guaranteed   Speed
    	
*****
    
	
 
    	
 
    	
 
    
	
6.
    	
Energy Fuel Consumption
    	
 
    
	
 
    	
6.1                     At MCR at sea   trial condition
    	
*****
    
	
 
    	
6.2                     In Port   (Cargo Operations)
    	
*****
    
	
 
    	
                                      In Port (Idle)
    	
*****
    
	
 
    	
6.3                     For Inert Gas   generation
    	
*****
    
	
 
    	
 
    	
 
    
	
7.
    	
Fresh Water Capacity 
    	
 
    
	
 
    	
7.1                     Capacity of   FW generators
    	
60   + 45  MT per day
    
	
 
    	
7.2                     Capacity of   Tanks:
    	
Boiler Feed 
    	
507m3 (or Tons)
    
	
 
    	
 
    	
Domestic
    	
492m3 (or Tons)
    
	
 
    	
7.3                     Consumption:
    	
Boiler Feed 
    	
10m3 (or Tons) per day
    
	
 
    	
 
    	
Domestic
    	
10m3 (or Tons) per day
    
	
 
    	
 
    	
 
    
	
8.
    	
Bunker Capacity 
    	
 
    
	
 
    	
Capacity of Tanks (98%   full)
    	
 
    
	
 
    	
8.1                     Fuel Oil (SG   0.99)
    	
5.825,6   Tons 
    
	
 
    	
8.2                     Diesel Oil   (SG 0.86) 
    	
442,4   Tons
    
	
 
    	
 
    	
 
    
	
9.
    	
Cargo Tanks 
    	
 
    
	
 
    	
9.1                     Number
    	
4
    
	
 
    	
9.2                     Type of   Construction
   Maximum S.G.
    	
INVAR   MEMBRANE
   500kg/ m3
    
	
 
    	
9.3                     Type, Details   of Insulation 
    	
DOUBLE   MEMBRANE, GAZ
    
	
TRANSPORT
    	
 
    
	
 
    	
9.4                     Minimum   Temperature
    	
-163   degr C
    
	
 
    	
9.5                     Capacity at   -160°C
    	
138,033,791m3 gross capacity
    
	
(100%)
    	
 
    
	
 
    	
                                      No. 1 tank
    	
21,942,511m3
    
	
 
    	
                                      No. 2 tank 
    	
40,417,945m3
    
	
 
    	
                                      No. 3 tank 
    	
40,429,837m3
    
	
 
    	
                                      No. 4 tank 
    	
35,243,498m3
    
	
 
    	
                                      No. 5 tank
    	
N/A  m3
    
	
 
    	
9.6                     Loading/filling   Restrictions 
    	
98.5%
    
	
 
    	
9.7                  The Vessel’s   cargo tanks can be cooled down from ambient temperature for initial loading   in about10 hours.
    
	
 
    	
9.8                  Cargo loading performance.   The Vessel is capable of receiving a full cargo (exclusive of topping up,   cooling of pipes, connecting/disconnecting) in about 12 hours, provided the   cargo tanks are properly cooled down and the vapour line is suitable for   receiving the gas generated.
    
	
 
    	
9.9                     Maximum   filling rate
    	
11.360m3 per hour
    
	
 
    	
9.10              Relief Valve settings

                                      Normal
   MARVS
    	

   24.0kPa gauge
   kPa
    
	
 
    	
 
    	
 
    
	
 
    	
9.11              Loaded boil-off rate   (design)
    	
0.16  % of gross capacity per day
    
	
 
    	
9.12              Loaded boil-off rate   (typical)
    	
0.103  % of gross capacity per day
    
	
10.
    	
Cargo Pumps 
    	
 
    
	
 
    	
10.1              Number per Tank
    	
2
    
	
 
    	
10.2              Type and Make
    	
CENTRIFUGAL   SUBM, EBARA
    
	
 
    	
10.3              Rated Capacity of each   Pump
    	
1.700m3 per hour at 155 m pump head
    
	
 
    	
10.4           The Vessel is capable of   discharging a full cargo of LNG (exclusive of cooling of pipes,   connecting/disconnecting and stripping) in about 12 hours, provided   sufficient LNG vapour is available and provided the back pressure at the   cross-over does not exceed 10 Bar with LNG of Specific Gravity LESS THAN 0,5   T/ m3
    
	
 
    	
 
    	
 
    
	
11.
    	
Spray Pumps 
    	
 
    
	
 
    	
11.1              Number and Position
    	
4
    
	
 
    	
11.2              Type and Make
    	
CENTRIFUGAL   SUBM, EBARA
    
	
 
    	
11.3              Rated Capacity of each   Pump
    	
135m3 per hour
    
	
 
    	
 
    	
 
    
	
12.
    	
Cargo Instrumentation
    	
 
    
	
 
    	
12.1              Number and Type of main   level gauges

                                      Accuracy
    	
4   FOXBORO

+/-   7.5mm
    


 

2











 

	
 
    	
12.2              Number and Type of back-up   gauge
   Accuracy
    	
4   HENRI SYST HOLLAND

+/-   7.5mm
    
	
 
    	
12.3              Number of temperature   sensors
   Accuracy
    	
6   ACTIVE AND 6 SPARE PER TANK
   +/- FROM -165 TILL -145 0.2° C
    
	
 
    	
12.4              Position of temperature   sensors within cargo tanks
    	
TOP,   95, 80, 50, 10, BOTTOM
    
	
 
    	
12.5              Number and Type of   Pressure
   sensors and accuracy
    	
4   FOXBORO

+/-   0.1% OF SPAN
    
	
 
    	
 
    	
 
    
	
13.
    	
Inert Gas Generation 
    	
 
    
	
 
    	
13.1              Type and Make of Equipment   
    	
COMBUSTION,   SMIT
    
	
 
    	
13.2              Capacity
    	
14.000m3/hour at 25kPa gauge
    
	
 
    	
13.3              Quality of gas 
    	
O2 max 0.5 % by volume
    
	
 
    	
 
    	
CO   max100ppm
    
	
 
    	
 
    	
SO2 max2ppm
    
	
 
    	
 
    	
Nox max 65ppm
    
	
 
    	
 
    	
Dew   Point -45 °C or below
    
	
 
    	
 
    	
 
    
	
14.
    	
Nitrogen
    	
 
    
	
 
    	
14.1              Consumption
    	
about   700m3 per day (LIQUID / GAS)
    
	
 
    	
14.2              Liquid Nitrogen Storage
    	
N/A
    
	
 
    	
14.3              Nitrogen Generator   Capacity
   Pressure Tank
    	
120Nm3 per HOUR

26m3; 1000kPa
    
	
 
    	
 
    	
 
    
	
15.
    	
Ballast
    	
 
    
	
 
    	
15.1              Tank capacity
    	
ALL   52411.6m3 (or Tons) 
    
	
 
    	
15.2              Number and rating of   ballast pumps 
    	
3   X 3000m3/hr
    
	
 
    	
15.3              The Vessel is capable of   loading and discharging ballast concurrently with cargo operations.
    	

   YES
    
	
 
    	
 
    	
 
    
	
16.
    	
Gas Compressors 
    	
 
    
	
 
    	
16.1              High Duty:
    	
No. and Capacity
    	
2   X 35.000m3/hr
    
	
 
    	
 
    	
Make
    	
CRYOSTAR
    
	
 
    	
 
    	
Drive type
    	
 
    
	
 
    	
16.2              Low Duty
    	
No. and Capacity
    	
2   X 8500 m3/hr
    
	
 
    	
 
    	
Make
    	
CRYOSTAR
    
	
 
    	
 
    	
Drive type
    	
 
    
	
 
    	
 
    	
 
    
	
17.
    	
Deck Machinery
    	
 
    
	
 
    	
17.1              Winches -
    	
Number and Pull
    	
9   X 300kN
    
	
 
    	
 
    	
Type
    	
HYDRAULIC
    
	
 
    	
 
    	
Brake Holding Force
    	
992   kN
    
	
 
    	
17.2              Wires - 
    	
Size and B.S.
    	
42mm   124   tons
    
	
 
    	
 
    	
No. wires Fwd. 
    	
9
    
	
 
    	
 
    	
No. wires Aft.
    	
11
    
	
 
    	
17.3              Wires fitted with   Synthetic tails
    	
ALL
    
	
 
    	
 
    	
Length and Size
    	
11m;   85mm
    
	
 
    	
 
    	
Breaking Strength
    	
168   tons
    
	
 
    	
17.4                 Derricks, cranes, etc.

 

                 Type   and Capacity
    	
2   CRANES CLOSE TO MANIFOLD AND PROVISION CRANES
   12 T SWL
    
	
18.
    	
Navigation and Radio 
    	
 
    
	
 
    	
18.1                 Navigation Aids
    	
2   MAGN COMPASS

2   GYRO COMPASS

1   X-BAND RADAR + 1 S-BAND

RADAR

2   ARPA’S

DEPTH   SOUNDER/SPEED AND    DISTANCE/DOPLER/DOCKING    APPROACH/RUDDER ANGLE  IND/RPM   IND/BOW THRUSTER IND/RATE OF TURN IND/2    DGPS/ECDIS/INTEGRATED    NAVIGATION SYSTEM 
    
	
 
    	
18.2                 Radio Equipment 
    	
GMDSS   A3/NAVTEX/WEATHER  FAX/LORAN   C/SART/EPIRB/6  VHF/INMARSAT
    


 

3











 

	
19.
    	
Crew
    	
 
    
	
 
    	
19.1                 Nationality — Officers

 

                                         Nationality —   Crew
    	
BELGIAN,   FRENCH, UKRAINIAN,

POLISH

FILIPINO
    
	
 
    	
19.2                 Number of Officers
    	
 
    
	
 
    	
                                         Number of   Officers

                                         Number of   Crew
    	
15   (IN NORMAL OPERATION)

13   (IN NORMAL OPERATION)
    


 

4











 

	
Appendix   B
    	
ShellLNGTime 1
    	
 
    


 

Safety and Environmental Monthly Reporting Template

 

	
Shell   Safety and Environmental  Monthly Reporting   Template
    	
Return   to:
   Charterers marked for the attention of:
   Fax:
   Phone:
   Email:
    
	
 
    	
 
    
	
Time   Chartered Vessel Name
    	
 
    
	
Management   Company
    	
 
    
	
Month
    	
 
    
	
 
    	
 
    
	
OIL   SPILL INCIDENTS
   (Any amount entering the water)
   Approximate volume in barrels and brief details
    	
 
    
	
ANY   OTHER INCIDENTS
   resulting in or having potential for injury, damage or loss
    	
 
    


 

FOR DEFINITIONS OF INCIDENT CLASSIFICATION AND EXPOSURE HOURS PLEASE SEE OIL COMPANIES
 INTERNATIONAL MARINE FORUM (OCIMF) BOOKLET “Marine Injury Reporting Guidelines” (February 1997) or 
 any subsequent version, amendment, or variation to them

 

A.            No. of crew:

B.            Days in month / period:

EXPOSURE HOURS (A x B x 24):

 

LOST TIME INJURIES (LTI’S) including brief details / any treatments

 

 

 

TOTAL RECORDABLE CASE INJURIES (TRC’S) including brief details / any treatments

 

 

 

PLEASE CONFIRM YOUR RETURN CONTACT DETAILS:

 

Name: 

Phone:

Fax: 

Email:

 

Return for each calendar month — by 10th of following month.

 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

	
Shell   Safety and Environmental Monthly Reporting Template
    	
Return   to:
   Charterers marked for the attention of:
   Fax:
   Phone:
   Email:
    


 

Time Chartered Vessel Name

Management Company

Month

 

	
Notes
    	
Please   enter zero i.e. “0” where any amount is nil (rather than entering “Nil” or   N/A”)
    
	
 
    	
Please   do not enter a % sign in the entry boxes for Fuel Sulphur content i.e. if it   is 3% then just enter “3”.
    
	
 
    	
Cargo   loaded for LNG vessels should also be reported as tonnes and not as m3.
    
	
 
    	
If   not possible to measure your refrigerants accurately by weighing, please use   your best estimate.
    


 

Monthly Consumption — Fuel Oil mt

 

Sulphur content of Fuel Oil (percentage weight)

 

Monthly Consumption — Diesel and/or Gas Oil mt

 

Monthly Consumption (LNG ships only)

— Fuel Gases mt

 

Monthly Distance Steamed

 

Monthly Cargo Loaded — mt

 

HaIon Release — (Itr)

 

Refrigerant Gas — Type

 

Refrigerant Gas — ROB carried fwd from end last month (kgs)

 

Refrigerant Gas — Received (kgs)

 

Refrigerant Gas Consumption — (kgs)

 

Refrigerant Gas — ROB end of this month (kgs)

 

Garbage Disposal m3 — At Sea

 

Garbage Disposal m3 — Incinerated on Board

 

Garbage Disposal m3 — Sent Ashore

 

OIL SPILL INCIDENTS

 

(Other than those entering the water)

Approx. volume & brief details

 

Return for each calendar month — by 10th of following month.

 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

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

 

	
Appendix   C
    	
ShellLNGTime 1
    	
 
    


 

Detailed Performance Criteria

 

CONTENTS

 

Article 1. Speed Warranties

Article 2. Timeliness

Article 3. Guaranteed Daily Fuel Consumption

Article 4. Definitions for Fuel Consumption Calculations

Article 5. Basis of Calculation for Fuel Consumption

Article 6. Actual Fuel Consumption on a Voyage

Article 7. Guaranteed Maximum Boil Off

Article 8. Boil Off Calculations

Article 9. Spray Cooling, Forced Vaporisation and use of Boil-Off

Article 10. Provisions for Gauging

Article 11. Underwater Cleaning I Waiting at Anchorage

Article 12. Interpretation

 

	
Speed   Warranties
    	
1.
    	
(a)              Owners guarantee that the   Vessel is capable of steaming and, subject to Article 1(b), shall steam at   the Laden Service Speed or the Ballast Service Speed as set out in Clause   26(a) and (b) as applicable (the “Service Speed”).

(b)              Charterers may order the   Vessel to steam at the Service Speed or at any lesser average speed but not   less than the Minimum Speed as set out in Clause 26 (c) and not at a greater   average speed, except with Owners’ consent, which shall not be unreasonably   withheld. For the avoidance of doubt, it is agreed that Owners may decline   orders to steam at any lesser average speed than the Minimum Speed or at any   greater average speed than the Service Speed for operational reasons.
    
	
Timeliness
    	
2.
    	
(a)              Prior to each voyage   Charterers may, subject to Article 1(b), instruct the Vessel to proceed so as   to arrive at the pilot boarding station at each port at a given date and time   (the “Scheduled Arrival Time” or “SAT”). Provided however:

(i)                  In the event that   Charterers fail to provide a SAT to Owners the SAT shall be deemed to be the   estimated arrival time of the Vessel assuming the Vessel steams at the   Service Speed by the shortest safe route to the named port measured from   pilot station to pilot station (a “Sea Passage”) (or the route specified by   Charterers, if different) from the time Charterers instruct the Vessel to   proceed.

(ii)               The SAT shall in any event   not be earlier than the estimated arrival time calculated in accordance with   Article 2(a)(1).

(iii)            Subject to Article 1(b),   Charterers may amend the SAT from time to time during or prior to each voyage   to accommodate changes in circumstances concerning the voyage (the “Amended   SAT”).

(iv)           The speed at which the   Vessel needs to steam in order to meet the SAT or the Amended SAT or any   permissible speed ordered by the Charterers shall be a “Guaranteed Speed”.

(b)              Charterers shall compare   the actual time of arrival of the Vessel at the pilot station at each port   with the SAT save that if the SAT was amended solely for reasons not   attributable to any failure in performance by the Vessel, then such   comparison shall be made with the Amended SAT.

(c)               If the Vessel arrives at   the pilot station at the arrival port not later than ***** after the SAT or   Amended SAT, where applicable, the Vessel shall be deemed to have arrived “On   Time”. If the Vessel arrives at the pilot station more than ***** after the   SAT, or Amended SAT where applicable, the Vessel shall be deemed to have   arrived “Late”.

(d)              Subject to Article 2(e)   and (f), Charterers shall be entitled to make a deduction from hire in   respect of any period by which the Vessel arrives Late.

(e)               Notwithstanding the   foregoing but subject to Article 2(f), Charterers shall not be entitled to   make any deduction from hire if the Vessel arrives Late to the extent that   such late arrival is caused by one or more of the following during the   voyage:

(i)                  the incidence of bad   weather, being any day in which the Vessel has to proceed in wind force in   excess of ***** for more than 12 (twelve) hours noon to noon, or

(ii)               poor visibility, or

(iii)            congested waters, or

(iv)           alterations in speed or   course to avoid areas of bad weather, or

(v)              any period spent at a   waiting area following arrival, or

(vi)           the saving of life or   (with Charterers’ consent) property, (Article 2(e)(i)(ii)(iii)(iv) and (v)   being known as “Restricted Periods”), or

(vii)        any period when the Vessel   is off-hire at sea on any individual voyage. The master shall record in his   daily noon report the time lost in the previous 24 hours due to any of the   matters referred to in this Article 2(e).

(f)                If the Vessel arrives Late   the following calculation shall be made to assess the period in respect of   which Charterers shall be entitled to deduct hire. The speed of the Vessel   shall be calculated over the Sea Passage excluding all Restricted Periods   (the “Achieved Speed”). If the Achieved Speed equals or exceeds the   Guaranteed Speed Owners shall be deemed to have met the speed warranties. If   the Achieved Speed is less than the Guaranteed Speed Charterers shall apply   the Achieved Speed to the 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

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

 

	
 
    	
 
    	
total Sea Passage and the time at which the Vessel   would have arrived if steaming at the Achieved Speed shall be the Deemed   Arrival Time. Charterers shall be entitled to deduct hire to the extent to   which the Deemed Arrival Time exceeds the SAT by more than *****.

(g)               The relationship between   this Article 2 and Clause 22 shall be as follows:

(i)                  Periods of off-hire under Clause   22 shall be excluded for all purposes from calculations under this   Article 2.

(ii)               Article 2 shall apply to   deal with lateness to which Clause 22 does not apply pursuant to   Clause 22 (b).
    
	
Guaranteed   Daily Fuel Consumption
    	
3.
    	
(a)              Owners guarantee that   subject to the other provisions of Appendix C, the maximum daily fuel   consumption of the Vessel for all purposes shall not exceed the quantities   tabulated in Clause 26(e) and, where applicable shall be prorated between the   speeds shown.

(b)              The average speed in knots   on any Voyage (as defined in Article 4) shall be calculated by reference to   the observed distance steamed and the duration of the Voyage, but excluding   from the calculation of average speed the duration of all off hire periods   and distance covered in such periods and excluding the distance covered   during any deviation which is not an off hire period because the Vessel   arrives On Time.
    
	
Definitions   for Fuel Consumption
    	
4.
    	
(a)              In this Appendix C:

(i)                  “EOP” means the time the   Vessel records End of Passage on arrival after any voyage.

(ii)               “FAOP” means the time the   Vessel proceeds Full Away On Passage from her departure point on a voyage.

(iii)            “fuel” refers collectively   to its two components, fuel oil and Boil-Off, measured in tonnes of Fuel Oil   Equivalent, while “fuel oil” refers only to the oil component of the fuel.

(b)              For the purpose of fuel   consumption calculations a voyage shall, where applicable, be divided into   separate segments (each a “Voyage”). A Voyage shall be deemed to have started   either:

(i)                  at FAOP or

(ii)               immediately after an off   hire period, or

(iii)            at the time the Vessel   alters speed to comply with an amended SAT or otherwise pursuant to   Charterers’ orders as the case may be.

(c)               A Voyage shall be deemed   to have ended either:

(i)                  at EOP, or

(ii)               immediately before an off   hire period, or

(iii)            at the time the Vessel   alters speed to comply with an amended SAT or otherwise pursuant to   Charterers’ orders as the case may be.


    
	
Basis   of Calculation for Fuel Consumption
    	
5.
    	
(a)              For each Voyage the   guaranteed fuel consumption shall be calculated by multiplying the maximum   daily consumption as determined pursuant to Article 3 by the duration of the   Voyage calculated on the assumption that the Vessel steamed at the Guaranteed   Speed. In calculating both the guaranteed fuel consumption and the actual   fuel consumption Restricted Periods pursuant to Article 2(e) shall be   excluded. Subject as hereinafter provided, there shall be a saving of fuel   for that Voyage equal to the amount by which the guaranteed fuel consumption   exceeds the actual fuel consumption and an excess consumption for that Voyage   equal to the amount by which the actual fuel consumption exceeds the   guaranteed fuel consumption. Such saving or excess shall be adjusted to take into   account the Restricted Periods by dividing such saving or excess by the   number of miles over which the fuel consumption has been calculated and   multiplying by the same number of miles plus the miles steamed during the   Restricted Periods in order to establish the total saving or excess in fuel   consumption for the Voyage.

(b)              If on any Voyage the   Vessel has to steam faster than the Service Speed or slower than the Minimum   Speed pursuant to Charterers’ orders, or in order to achieve the SAT   (provided this is not attributable to any failure of performance by the   Vessel), the Vessel shall be deemed to have complied with the fuel   consumption guarantees for the duration of such Voyage.

(c)               Owners’ warranties   relating to speed and fuel consumption shall not apply to the period between   the end of one Voyage and the start of the next Voyage as described in   Article 4.

(d)              As soon as practicable   after receipt of the necessary voyage returns, Charterers shall furnish   Owners with their calculations determining fuel consumption on each Voyage.

(e)               At the conclusion of the   charter period or annually (whichever occurs first) (the “Performance Period”),   the quantities of excess fuel used and the quantities of fuel saved on all   voyages in the Performance Period shall each be added up. The total of fuel   saved for the Performance Period shall then be subtracted from the total of   excess fuel used for the Performance Period and if the balance is positive   Charterers shall deduct from hire due under Clause 11 an amount calculated by   multiplying the net excess quantity of fuel consumed for the Performance   Period by the weighted average price paid by the Charterers for fuel oil for   the Vessel over the Performance Period in question. If the balance is zero or   negative, Owners shall be deemed to have complied with their Fuel consumption   obligations for the Performance Period.
    
	
Actual   Fuel Consumption on a Voyage
    	
6.
    	
(a)              The actual fuel   consumption on a Voyage shall, subject to Article 6(b), be the sum of,

(i)                  the fuel oil consumed   during the Voyage (expressed in tonnes ) and excluding any fuel oil used  in any off hire period on that voyage; and

(ii)               the fuel equivalent of the   total volume of cargo lost as Boil-Off during the Voyage (expressed in tonnes   of Fuel Oil Equivalent) excluding any Boil-Off in any off hire period on that   voyage and excluding any Boil-Off in excess of guaranteed maximum Boil off   under the provisions of Article 8.
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

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

 

	
 
    	
 
    	
(b)              For the purpose of this   Article 6 the Fuel Oil Equivalent of the LNG lost as Boil off which is   available as fuel during the voyage shall be assumed to be the total   volumetric loss of the cargo, measured in cubic meters, as determined from   the difference between gaugings at the loading and discharging ports (in   accordance with Article 9), pro rated for the difference between the on hire   voyage and gauging times and multiplied by the Fuel Oil Equivalent factor set   out in Clause 26(f).
    
	
Guaranteed   Maximum Boil Off
    	
7.
    	
(a)              Owners guarantee that Boil   Off shall not exceed:

(i)                  the maximum laden Boil-Off   percentage stated in Clause 26(g); and

(ii)               the maximum ballast   Boil-Off percentage stated in Clause 26(h).

(b)              If Charterers give orders   that require the temperature or vapour pressure of a cargo to fall during a   laden sea passage and that order is complied with, the Boil-Off guarantee   shall be deemed to have been complied with on that sea passage.
    
	
Boil   Off Calculations
    	
8.
    	
(a)              The Boil Off excess or   saving on any sea passage shall be calculated by comparing the guaranteed   Boil Off for the sea passage (i.e. the daily guaranteed maximum Boil Off   multiplied by the time between Gaugings) with the actual Boil-Off.

(b)              The actual amount of Boil   Off on a sea passage shall be calculated by subtracting the volume of LNG   Contained in the Vessel’s tanks at gauging after the sea passage from the   volume therein at gauging before the sea passage.

(c)               If the Vessel was off hire   during any sea passage the excess or saving shall be pro rated in the same   proportion as the time on hire is to the total time between gaugings;

(d)              At the conclusion of the   charter period or annually (whichever occurs first) (the “Performance Period”),   the quantities of excess Boil Off and the quantities of Boil-Off saved on all   trips in the Performance Period shall each be added up. The total Boil-Off   saved for any such period shall then be subtracted from the total excess   Boil-Off in the same period and if the balance is positive Charterers may   deduct from hire due under Clause 11 an amount calculated by multiplying the   said balance by the LNG Price or, if more than one LNG Price is applicable   during the Performance Period, the arithmetical average of such LNG Prices.   If the balance is zero or negative, then Owners shall be deemed to have   complied with this Clause for the Performance Period.
    
	
Spray   Cooling, Forced Vaporisation and use of Boil-Off
    	
9.
    	
(a)              If Owners require or   Charterers so request, the Vessel shall spray cool as necessary in a manner   consistent with Owners’ or Charterers’ requirements so as to maximise the use   of the available Boil-Off for propulsion, whilst using due diligence to avoid   the generation of any excess Boil-Off.

(b)              If on any sea passage   Charterers order the Vessel to force vaporise LNG to eliminate or minimise   the use of bunkers and the order is complied with, the Boil-Off guarantee   shall be deemed to have been complied with on that sea passage.

(c)               The master shall notify   Charterers if he is of the opinion that the Vessel will not, on arrival at   the loading port, be able to commence bulk loading within ***** after cooling   of the loading arms without spray cooling on the ballast sea passage.

(d)              Without prejudice to any   of Owners’ or Charterers’ obligations under this Article 9 if Owners intend   to order spray cooling at any time during the charter period, Owners agree,   if requested by Charterers, to discuss the reasons and technical basis for   spray cooling.

(e)               Subject to the provisions   of this charter, Owners shall have free use of Boil-Off. Except when   otherwise required pursuant to Charterers’ orders, Owners shall exercise due   diligence to minimise any venting or steam dumping of Boil-Off during periods   of low fuel demand.
    
	
Provisions   for Gauging
    	
10.
    	
(a)              The time at which any   volume of LNG is determined is referred to in this charter as a gauging time.

(b)              In relation to any laden   sea passage the cargo volume on loading at the start of the laden sea passage   shall be the volume of LNG contained in the Vessel’s cargo tanks measured   promptly after the closing of the Vessel’s manifold vapour return valve in   the loading port and on discharge at the end of the laden sea passage shall   be the volume of LNG contained in the Vessel’s cargo tanks measured promptly   before the opening of the Vessel’s manifold vapour return valve in the   discharge port.

(c)               In relation to any ballast   sea passage the LNG heel volume after discharge (i.e. at the start of the   ballast sea passage) shall be the volume of LNG contained in the Vessel’s   cargo tanks measured promptly after the closing of the manifold vapour return   valve in the discharge port and the LNG heel volume on loading (i.e. at the   end of the ballast sea passage) shall be the volume of LNG contained in the   Vessel’s cargo tanks measured promptly before the opening of the Vessel’s   manifold vapour return valve in the loading port.
    
	
Underwater   Cleaning / Waiting at Anchorage
    	
11.
    	
(a)              Charterers may request   Owners at any time to arrange for the cleaning afloat of the Vessels’   underwater hull and propeller whereupon Owners shall arrange for the said   cleaning to take place provided that:

(i)                  the Vessel is free of   cargo but may be under vapour if permitted by the port authority; and

(ii)               in Owners’ opinion such   cleaning will not damage in any way the Vessel’s underwater hull coatings;   and

(iii)            such cleaning afloat can   be carried out safely at a place approved by Owners and where the water is   sufficiently clear for an underwater survey to be made of cleanliness of the   Vessel’s hull and propeller immediately thereafter;

(b)              The cost of such   underwater hull and propeller cleaning and underwater survey referred to in   Article 11 (a) shall be for Charterers’ account and the Vessel shall remain   on hire for their duration. If the underwater survey shows that both the   Vessel’s underwater hull and propeller are clean, a successful 
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 









 

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

 

	
Appendix   C
    	
ShellLNGTime 1
    	
 
    


 

	
 
    	
 
    	
cleaning shall be deemed to have occurred.

(c)     If Charterers order the Vessel to wait at anchorage or in lay   up, and, if as a result of such waiting or lay up Owners have good reason to   believe that the performance of the Vessel or her fuel consumption is   affected and speed and/or fuel warranties can no longer be met because of   fouling then Owners shall so state by written notice to Charterers and if   Charterers request, shall carry out an underwater inspection at Charterers’   expense to see if there is fouling of the hull and/or propeller.

(d)     If as a result of the aforesaid inspection, Owners consider   that there is evidence of such fouling then if Charterers so request, Owners   shall arrange and carry out cleaning afloat of the Vessel’s underwater hull   and propeller provided that the provisions of Article 11 (a)(i), (ii) and   (iii) apply.

(e)     The cost of such underwater hull and propeller cleaning and   underwater survey referred to in Article 11 (d) shall be for Charterers’   account and the Vessel shall remain on hire for their duration. If the   underwater survey shows that both the Vessel’s underwater hull and propeller   are clean, a successful cleaning shall be deemed to have occurred.

(f)     If any inspection pursuant to Article 11 (c) reveals the   presence of hull or propeller fouling, or if Charterers decline to request an   inspection following receipt of a notice from Owners under Article 11 (c),   then from the time Owners give written notice that performance is affected by   fouling, Owners shall be deemed to have complied with the speed and fuel   warranties until the completion of the next periodic drydocking or successful   cleaning, whichever occurs sooner.
    
	
Interpretation   
    	
12.
    	
(a)     In this Appendix C, “Article” shall mean an Article of this   Appendix, and “Clause” shall mean a Clause of the charter.

(b)     In the event of any conflict between the charter and Appendix   C, Appendix C shall prevail.
    


 

This document Is a compiler generated SHELL LNG TIMECHARTER form printed by BIMCO’s idea with the permission of Shell. Any Insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original SHELL LNG TIMECHARTER document shall apply. BIMCO assumes no responsibility for any loss, damage or expenses caused as a result of discrepancies between the original SHELL LNG TIMECHARTER document and this computer generated document.

 











 

APPENDIX D

 

To the Charter Party dated 10th October 2006
 between
  EXMAR EXCALIBUR SHIPPING COMPANY LIMITED
  (“Owners”)
 And
  EXCELERATE ENERGY LP
  (“Charterers”)

 

LIST OF COMPATIBLE LNG TERMINALS

 

·                  Americas: Cove Point, Boston Everett, Elba Island, Lake Charles, Eco Electrica (Puerto Rico), Atlantic LNG Point Fortin

·                  Middle-East: Das Island, Ras Laffan (No.1 & No.2), Oman LNG Qalhat

·                  Europe: Huelva, Cartagena, Barcelona, Bilbao, Sines, Zeebrugge, Montoir, Marmara Ereglisi, Milford Haven, Isle of Grain

·                  Africa: Bethioua, Arzew, Nigeria LNG Bonny, Damietta, Idku

·                  India: Hazira

·                  Australia: Withnell Bay

·                  Malaysia: Bintulu

·                  Indonesia: Bontang (No’s 1, 2 & 3), Arun (North and South)

·                  Far East: Pyongtaek #1 & 2, Incheon #1 & 2, Tongyeong, Kwangyang, Yung An, Chita L-1/L-2, Futtsu, Ohgishima, Higashi Ohgishima, Yanai, Senboku 2-1/2-2, Niigata, Oita, Sodegura, Himeji, Niigata

 

LNG terminals not listed hereabove remain to be investigated and data of such terminals is to be available to the Owners before contract signing.

 











 

APPENDIX E

 

To the Charter Party dated 10th October 2006
 between
  EXMAR EXCALIBUR SHIPPING COMPANY LIMITED
  (“Owners”)
 And
  EXCELERATE ENERGY LP
  (“Charterers”)

 

LETTERS OF INDEMNITY (LOI)

 

INT GROUP A

 

STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING CARGO WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

 

	
To   :
    	
[insert name of Owners]
    	
 
    	
[insert date]
    	
 
    
	
 
    	
The   Owners of the [insert name of ship] 
    	
 
    	
 
    	
 
    
	
 
    	
[insert address]
    	
 
    	
 
    	
 
    


 

Dear Sirs

 

Ship: [insert name of ship]

 

Voyage:[insert load and discharge ports as stated in the bill of lading]

 

Cargo:[insert description of cargo]

 

Bill of lading: [insert identification numbers, date and place of issue]

 

The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert name of consignee or party to whose order the bill of lading is made out, as appropriate] for delivery at the port of [insert name of discharge port stated in the bill of lading] but the bill of lading has not arrived and we, [insert name of party requesting delivery], hereby request you to deliver the said cargo to [insert name of party to whom delivery is to be made] at [insert place where delivery is to be made] without production of the original bill of lading.

 

In consideration of your complying with our above request, we hereby agree as follows :-

 

1.              To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss, damage or expense of whatsoever nature which you may sustain by reason of delivering the cargo in accordance with our request.

 

2.              In the event of any proceedings being commenced against you or any of your servants or agents in connection with the delivery of the cargo as aforesaid, to provide you or them on demand with sufficient funds to defend the same.

 

3.              If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified.

 

4.              If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter or barge shall be deemed to be delivery to the party to whom we have requested you to make such delivery.

 

5.              As soon as all original bills of lading for the above cargo shall have come into our possession, to deliver the same to you, or otherwise to cause all original bills of lading to be delivered to you, whereupon our liability hereunder shall cease.

 

6.              The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon your proceeding first against any person, whether or not such person is party to or liable under this indemnity.

 

7.              This indemnity shall be governed by and construed in accordance with English law and each and every person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of England.

 

1











 

Yours faithfully

For and on behalf of

[insert name of Requester]

The Requestor

 

	
 
    	
 
    
	
Signature
    	
 
    


 

2











 

INT GROUP B

 

STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING CARGO AT A PORT OTHER THAN THAT STATED IN THE BILL OF LADING

 

	
To   :
    	
[insert name of Owners] [insert   date] 
    	
 
    
	
 
    	
The   Owners of the [insert name of ship]
    	
 
    
	
 
    	
[insert   address]
    	
 
    


 

Dear Sirs

 

Ship: [insert name of ship]

 

Voyage: [insert load and discharge ports as stated in the bill of lading]

 

Cargo:[insert description of cargo]

 

Bill of lading:[insert identification number, date and place of issue]

 

The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert name of consignee or party to whose order the bill of lading is made out, as appropriate] for delivery at the port of [insert name of discharge port stated in the bill of lading] but we, [insert name of party requesting substituted delivery], hereby request you to order the ship to proceed to and deliver the said cargo at [insert name of substitute port or place of delivery] against production of at least one original bill of lading.

 

In consideration of your complying with our above request, we hereby agree as follows:-

 

To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss, damage or expense of whatsoever nature which you may sustain by reason of the ship proceeding and giving delivery of the cargo against production of at least one original bill of lading in accordance with our request.

 

In the event of any proceedings being commenced against you or any of your servants or agents in connection with the ship proceeding and giving delivery of the cargo as aforesaid, to provide you or them on demand with sufficient funds to defend the same.

 

lf, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified.

 

The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon your proceeding first against any person, whether or not such person is party to or liable under this indemnity.

 

This indemnity shall be governed by and construed in accordance with English law and each and every person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of England.

 

Yours faithfully

For and on behalf of

[insert name of Requestor]

The Requestor

 

 

	
 
    	
 
    
	
Signature
    	
 
    


 

3











 

INT GROUP C

 

STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING CARGO AT A PORT OTHER THAN THAT STATED IN THE BILL OF LADING AND WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

 

	
To   :
    	
[insert name of Owners] [insert   date] 
    	
 
    
	
 
    	
The   Owners of the [insert name of ship] 
    	
 
    
	
 
    	
[insert address]
    	
 
    


 

Dear Sirs

 

Ship:[insert name of ship]

 

Voyage: [insert load and discharge ports as stated in the bill of lading]

 

Cargo:[insert description of cargo]

 

Bill of lading:[insert identification number, date and place of issue]

 

The above cargo was shipped on the above vessel by [insert name of shipper] and consigned to [insert name of consignee or party to whose order the bills of lading are made out, as appropriate] for delivery at the port of [insert name of discharge port stated in the bills of lading] but we, [insert name of party requesting substituted delivery], hereby request you to order the vessel to proceed to and deliver the said cargo at [insert name of substitute port or place of delivery] to [insert name of party to whom delivery is to be made] without production of the original bill of lading.

 

In consideration of your complying with our above request, we hereby agree as follows:-

 

To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss, damage or expense of whatsoever nature which you may sustain by reason of the ship proceeding and giving delivery of the cargo in accordance with our request.

 

In the event of any proceedings being commenced against you or any of your servants or agents in connection with the ship proceeding and giving delivery of the cargo as aforesaid, to provide you or them on demand with sufficient funds to defend the same.

 

If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified.

 

If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter or barge shall be deemed to be delivery to the party to whom we have requested you to make such delivery.

 

As soon as all original bills of lading for the above cargo shall have come into our possession, to deliver the same to you, or otherwise to cause all original bills of lading to be delivered to you.

 

The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon your proceeding first against any person, whether or not such person is party to or liable under this indemnity.

 

This indemnity shall be governed by and construed in accordance with English law and each and every person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of England.

 

Yours faithfully

 

For and on behalf of

 

[insert name of Requestor]

 

	
 
    	
 
    
	
Signature
    	
 
    


 

4