Exhibit
10.12


 


Private
and Confidential


 


Amendment
and Restatement Agreement


 


relating
to


 


CONFIRMATION
MEMORANDUM – SHI HN 1946


 


Between




Gas-three
Ltd.




(as
Owners)


 


and


 


Methane
Services Limited




(as
Charterers)


 


17
June 2013


 


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 (*****).



    	 



    	



    


THIS
Agreement is dated 17 June 2013 and made between:


 


	(1)	GAS-three
                                                                                                                                                                                                               Ltd.
                                                                                                                                                                                                               (referred
                                                                                                                                                                                                               to
                                                                                                                                                                                                               as
                                                                                                                                                                                                               the
                                                                                                                                                                                                               “Owners”);
                                                                                                                                                                                                               and



 


	(2)	Methane
                                                                                                                                                                                                               Services
                                                                                                                                                                                                               Limited
                                                                                                                                                                                                               (referred
                                                                                                                                                                                                               to
                                                                                                                                                                                                               as
                                                                                                                                                                                                               the
                                                                                                                                                                                                               “Charterers”)
                                                                                                                                                                                                               and
                                                                                                                                                                                                               together
                                                                                                                                                                                                               with
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Owners
                                                                                                                                                                                                               the
                                                                                                                                                                                                               “Parties”).



 


IT
IS AGREED as follows:


 


Reference
is made to the Master Time Charter party and the confirmation memorandum (the “Confirmation Memorandum”) between the
Owners and the Charterers dated 9 May 2011.


 


Capitalised
terms not otherwise defined herein shall have the meaning ascribed to such terms in the Master Time Charter party.


 


		 1	Amendment
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          Restatement



 


	1.1	With
                                                                                                                                        effect
                                                                                                                                        from
                                                                                                                                        the
                                                                                                                                        date
                                                                                                                                        hereof,
                                                                                                                                        Clause
                                                                                                                                        6,
                                                                                                                                        paragraph
                                                                                                                                        4
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Confirmation
                                                                                                                                        Memorandum
                                                                                                                                        shall
                                                                                                                                        be
                                                                                                                                        amended
                                                                                                                                        to
                                                                                                                                        read
                                                                                                                                        as
                                                                                                                                        follows:



 


“The
***** for the Vessel shall be United States Dollars ***** per day and shall be *****; each anniversary year shall begin on 1 January
2011.”


 


		 2	Continuity
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          Further
                                                                                                                                                                                                                          Assurance



 


	2.1	Continuing
                                                                                                                                        Obligations



 


The
provisions of the Master Time Charter party and the Confirmation Memorandum shall, save as amended by this Agreement, continue
in full force and effect.


 


The
Parties agree that the terms of this Agreement shall be covered by the terms of the Master Time Charter party and the Confirmation
Memorandum and based hereon, all clauses of the Master Time Charter party shall apply to this Agreement (mutatis mutandis) as
if set out herein.


 


In
the event of a conflict between this Agreement and the Master Time Charter Party and/or the Confirmation Memorandum, this Agreement
shall prevail.


 


		 3	Miscellaneous



 


	3.1	Applicable
                                                                                                                                        Law



 


The
provisions of Clause 47 (Law and Litigation) of the Master Time Charter Party shall apply mutatis mutandis to this Agreement.


 


	3.2	Counterparts



 


This
Agreement may be executed in any number of counterparts, each of which shall constitute the original.


 


	3.3	Successors
                                                                                                                                        and
                                                                                                                                        Assigns



 


This
Agreement shall be binding upon the parties and their successors and assignees.



    	 



    	



    



SIGNATORY


 


	Agreed
    and signed by the Owners	 	Agreed
    and signed by the Charterers	 
	 	 	 	 
	 	 	 	 
	Name:	 	Name:	 
	Title:	 	Title:	 
	Company:
    GAS-three Ltd.	 	Company:
    Methane Services Limited	 
	Date:	 	Date: