Exhibit 4.23


Shipbuilding and
Construction Agreements between Stolt-Nielsen Transportation Group B.V. and
Aker Yards Flørø AS


	
  Signing Date

  	
   

  	
  Hull No.

  	
   

  	
  Delivery Date

  	
   

  	
  Contract Price (NOK)

  	
   

  
	
  March 31, 2005

  	
   

  	
  149

  	
   

  	
  September
  30, 2007

  	
   

  	
  498,000,000

  	
   

  
	
  March 31, 2005

  	
   

  	
  150

  	
   

  	
  March
  30, 2008

  	
   

  	
  498,000,000

  	
   

  
	
  August 30, 2006

  	
   

  	
  151

  	
   

  	
  September
  30, 2008

  	
   

  	
  570,000,000

  	
   

  
	
  August 30, 2006

  	
   

  	
  152

  	
   

  	
  March
  31, 2009

  	
   

  	
  570,000,000

  	
   

  
	
  August 30, 2006

  	
   

  	
  153

  	
   

  	
  August
  31, 2009

  	
   

  	
  565,000,000

  	
   

  
	
  August 30, 2006

  	
   

  	
  154

  	
   

  	
  December 31, 2009

  	
   

  	
  560,000,000

  	
   

  



 


On
March 31, 2005, Stolt-Nielsen S.A.’s wholly owned subsidiary Stolt-Nielsen
Transportation Group B.V., entered into two separate agreements with Kleven Florø
AS for the construction and sale of two parcel tankers. Kleven Florø AS was
subsequently acquired by Aker Yards Florø AS. On August 30, 2006, Stolt-Nielsen
Transportation Group B.V., entered into four separate agreements with Aker
Yards Florø AS for the construction and sale of four parcel tankers. Other than
the delivery dates and contract prices designated in the table above, there are
no material differences between the terms of the agreements. The agreement for
the sale of Builder’s Hull No. 151 is attached hereto as a form.











STANDARD FORM


SHIPBUILDING CONTRACT
2000


BETWEEN


AKER YARDS FLORØ AS


(AS “BUILDER”)


AND


STOLT-NIELSEN TRANSPORTATION
GROUP B.V.


(AS “BUYER”)


FOR


ONE TCOP ss 43.000 tdw
Vessel


BUILDER’S HULL NO: 151


 


	
  Norwegian Shipowners Association

  	
  Norwegian Shipbuilders Sales &

  
	
   

  	
  Marketing Organization

  
	
   

  	
   

  
	
   

  	
  Norwegian Shipbuilders Association

  



 
















 


	
  PREAMBLE

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE VESSEL,
  DESCRIPTION AND CLASS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PRICE AND
  PAYMENT TERMS

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ADJUSTMENT OF
  CONTRACT PRICE – CANCELLATION BY THE
  BUYER

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  APPROVAL OF
  PLANS AND DRAWINGS AND INSPECTION DURING
  CONSTRUCTION

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MODIFICATIONS
  AND CHANGES

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  TEST AND TRIALS

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  DELIVERY DATE
  AND DELIVERY

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  DELAYS AND
  EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  WARRANTY OF
  QUALITY

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  OWNERSHIP, RISK
  AND INSURANCE

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  DEFAULT PROVISIONS

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  ASSIGNMENT

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  TAXES AND DUTIES

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
  PATENTS,
  TRADEMARKS, COPYRIGHTS

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
  BUYER’S SUPPLIES

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
  NOTICES

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVIII

  	
  ENTIRE CONTRACT

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIX

  	
  GOVERNING LAW,
  DISPUTE AND ARBITRATION

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XX

  	
  EFFECTIVENESS

  	
  34

  



 



 2















PREAMBLE


THIS CONTRACT is made this 30 day of August, 2006 by and between:


Aker Yards FlorØ AS,


a company organised and existing under the laws
of Norway, having its principal office at Ole Åserudgt. 7, 6900 FlorØ,
Norway,

(hereinafter called the “Builder”) and


Stolt-Nielsen Transportation Group B.V.,


a company organised and existing under the laws
of the Netherlands, having its principal office at Westerlaan 5, 3016 CK
Rotterdam, Harbour 190, The Netherlands,

(hereinafter called the “Buyer”),


WHEREBY


In consideration of the mutual covenants herein
contained, the Builder agrees to design, build, launch, equip, complete,
sell and deliver to the Buyer at the Builder’s shipyard the “Vessel” as
hereinafter described; and the Buyer agrees to purchase the “Vessel”, take
delivery and pay for it;


all in accordance with the terms hereinafter set forth.



 3
 









 


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  



 


In this CONTRACT the following words shall have the meaning set out
hereinbelow:


	
  “Banking Days”

  	
   

  	
  days where banks are open for business in: 

  Norway and the country where the BUYER
  has its principal office and the country where the bank set out in
  Article III clause 3 is situated and the country of the currency set out in
  Article III clause 2

  
	
   

  	
   

  	
   

  
	
  “Builder”

  	
   

  	
  the company referred to as “Builder” in the
  preamble, inclusive of its servants and
  employees

  
	
   

  	
   

  	
   

  
	
  “Buyer”

  	
   

  	
  the company referred to as “Buyer” in the preamble, inclusive of its servants and employees

  
	
   

  	
   

  	
   

  
	
  “Buyer’s
  Supplies”

  	
   

  	
  any item, equipment, stores or
  services ordered directly by the
  Buyer from the manufacturer or supplier, which shall not be supplied
  and/or paid for by the Builder in accordance with the terms of the Contract

  
	
   

  	
   

  	
   

  
	
  “Classification
  Society” or “Class”

  	
   

  	
  the Classification Society referred to in Article II
  clause 3

  
	
   

  	
   

  	
   

  
	
  “Contract”

  	
   

  	
  this Standard Form Shipbuilding Contract with its
  Appendices and Exhibits including Specifications and Drawings, and any
  amendments thereto

  
	
   

  	
   

  	
   

  
	
  “Contract
  Delivery Date”

  	
   

  	
  the date set out in Article VIII clause 1.

  
	
   

  	
   

  	
   

  
	
  “Contract
  Price”

  	
   

  	
  the Original Contract Price, as adjusted in
  accordance with the terms of the
  Contract

  
	
   

  	
   

  	
   

  
	
  “Date
  of Contract”

  	
   

  	
  the date the contract is signed

  
	
   

  	
   

  	
   

  
	
  “Delivery
  and Acceptance”

  	
   

  	
  the physical delivery of the Vessel from the Builder
  to the Buyer

  
	
   

  	
   

  	
   

  
	
  “Delivery
  Date”

  	
   

  	
  Contract Delivery Date, as adjusted for Permissible
  Delay

  
	
   

  	
   

  	
   

  
	
  “Drawings”

  	
   

  	
  the plans and drawings listed in Appendix I hereto

  
	
   

  	
   

  	
   

  
	
  “Flag
  State”

  	
   

  	
  the State referred to in Article II clause 5

  
	
   

  	
   

  	
   

  
	
  “Force
  Majeure”

  	
   

  	
  any one or more of the events set out in Article IX
  clause 1

  
	
   

  	
   

  	
   

  
	
  “Force
  Majeure Delay”

  	
   

  	
  a delay caused by Force Majeure, which according to
  Article IX constitutes Permissible Delay

  



 



 4
 









 


	
  “Guarantee Period”

  	
   

  	
  a period of 24 months from the Delivery and
  Acceptance of the Vessel for all workmanship performed by the Builder,
  and a period of 12 months from the Delivery and Acceptance
  of the Vessel for all workmanship
  performed by other than the Builder and for all other matters, or such other period as may be mutually agreed
  between the Buyer and the Builder

  
	
   

  	
   

  	
   

  
	
  “Hull
  Yard”

  	
   

  	
  the subcontracting yard(s) building large portions
  of the steel sections and/or major parts
  of the hull of the Vessel

  
	
   

  	
   

  	
   

  
	
  “Maker’s
  List”

  	
   

  	
  an agreed list of suppliers approved for delivery of
  equipment, machinery or services which shall be included in the
  Specifications

  
	
   

  	
   

  	
   

  
	
  “Original
  Contract Price”

  	
   

  	
  the price stipulated in Article III clause 1

  
	
   

  	
   

  	
   

  
	
  “Permissible
  Delay”

  	
   

  	
  all delays, inclusive of Force Majeure Delay, causing
  delay in delivery of the Vessel
  which according to the terms of the Contract permit postponement of the
  Delivery Date

  
	
   

  	
   

  	
   

  
	
  “Refund
  Guarantees”

  	
   

  	
  the refund guarantee(s)
  mutually agreed provided by the Builder to the Buyer from a bank or
  other financial institution satisfactory to the Buyer and the Builder,
  securing the repayment obligation of the Builder if the contract is lawfully
  cancelled

  
	
   

  	
   

  	
   

  
	
  “Regulatory
  Bodies”

  	
   

  	
  the relevant authorities imposing rules and
  regulations with which the construction and delivery of the Vessel must
  comply, which shall include the authorities of the Flag State together
  with other authorities set out in the Specifications

  
	
   

  	
   

  	
   

  
	
  “Representative”

  	
   

  	
  a person or persons authorised by the Buyer as set
  forth in Article V clause 2

  
	
   

  	
   

  	
   

  
	
  “Specifications”

  	
   

  	
  the specifications referred to in Appendix I hereto

  
	
   

  	
   

  	
   

  
	
  “Subcontractor”

  	
   

  	
  any person (not being a servant or employee of the
  Builder) or company, with whom the Builder has entered into a contract for
  the design, construction, manufacture or supply of any item, equipment, work
  or service for the Vessel

  
	
   

  	
   

  	
   

  
	
  “Vessel”

  	
   

  	
  the vessel described in Article II.

  
	
   

  	
   

  	
   

  
	
  “Working
  Day”

  	
   

  	
  a day when work is normally performed in the country
  of the Builder’s yard as referred to in
  Article II clause 1

  



 



 5
 









ARTICLE II                                                               THE
VESSEL, DESCRIPTION AND CLASS


1.                         Description
and Standard


The Vessel shall be built at the Builder’s yard at Florø, Norway, and shall
have the Builder’s Hull No 151, and be designed, constructed, equipped,
completed and delivered by the Builder in accordance with the provisions of the
Contract, including


The P-722 Contract Specification Aker Yards Design Florø TCOPss 43000 rev. A
dated 30.08.06 and Drawings: General
Arrangement 0-6572 Rev A and Tank plan 0-6571 Rev A, attached to this
Contract as Appendix 1.


In the event of inconsistency between this Standard Form Shipbuilding
Contract and the Specifications and/or the Drawings, this Standard Form
Shipbuilding Contract shall  prevail.
In the event of inconsistency between the
Specifications and the Drawings, the Specifications shall prevail. In case of inconsistency between
any of the Drawings, the later in date shall prevail.


The Vessel shall be designed and built in accordance with first class
shipbuilding practice in Western Europe for new vessels of similar type and
characteristics as the Vessel.


2.                         Main
Dimensions and Characteristics.


Dimensions:

Overall length: abt. 182,72 m

Length between P.P.: abt. 175,22 m

Breadth moulded: abt. 32.20 m

Depth moulded: abt. 15,60 m


Cargo capacity:


The Vessel’s deadweight shall be minimum 43.000 tons (of 1000 kg each)
on maximum draft (according to minimum freeboard) in saltwater (specific
gravity 1.025). The specified deadweight shall include fuel, provisions,
stores, freshwater, crew and passenger in addition to spare parts in excess of
the requirements of Class. The stipulated deadweight shall be subject to the
consequences any changes to the construction of the Vessel required by the IACS’
Common Structure Rules as set out in Article VI, clause 2 (d).


Cubic capacity:


The Vessel’s cubic capacity with stainless steel shall be abt. 26.345
cubic meter, and with mild steel zinc coated shall be abt. 19.005 cubic meter,
and as otherwise set out in the Specification. The stipulated cubic capacity
shall be subject to the consequences of any changes
to the construction of the Vessel required by the IACS’ Common Structure Rules
as set out in Article VI, clause 2 (d).


Propulsion machinery:


Type: MAN B&W 7 S50 MC-C or similar


Max. continuous power (SMCR):
11.060 kW at 127 revs/min.



 6
 









Speed:


The Vessel’s average speed on a sea trial undertaken in both directions
over a measured distance, with clean hull, in calm weather, wind and sea not
exceeding Beaufort I and with draft T = 11,7 m shall be at least 15 knots at 8
100 kW transferred to propeller,,


Fuel consumption:


The fuel consumption of the main engine on test bed shall not exceed
169 grams per kW per hour (with a tolerance of 5 %) when the engine develops
90% MCR, burning heavy oil fuel with an effective calorific value of at least
42.700 kJ. Per kilogram.


The further details of the above main particulars, as well as
definitions and methods of measurements and calculation shall be as described
in the Specification.


3.                         Classification,
Rules and Regulations


The Vessel, including its machinery, equipment and outfittings shall be
designed and constructed in accordance with the rules and regulations of Det
norske Veritas (the Classification Society), with the following Class notation:


+ Al, Tanker for chemicals and oil products, ESP, EO, NAUT- OC, VCS-2,
HL(1.85), SS, k.


The Vessel shall further comply with the applicable rules, regulations
and requirements of the Regulatory Bodies.
All such rules, regulations and requirements shall be complied with without
conditions/recommendations.


All fees and charges incidental to and in respect of compliance with
Class and the rules, regulation and requirements of the Class or Regulatory
Bodies referred to above shall be for the account of the Builder.


4.                         Subcontracting


The hull and major sections thereof are to be built by the Builder at
the Yard set out in Article II, clause 1, unless the Buyer consents otherwise,
such consent not to be unreasonably withheld.
Notwithstanding above, and subject to the Buyer’s approval of the
subcontracting yard, such approval not to be unreasonably withheld,
large portions of the steel sections and/or
major parts of the hull (excluding all stainless steel cargo tanks) will be
subcontracted to one or more eastern European yards (the Hull Yard).
Save as aforesaid, the Builder may, at its sole discretion and responsibility,
subcontract any portion of the construction of the Vessel. The Builder shall remain fully liable for the due performance
of such work as if done by the Builder at the Builder’s yard.


Except as otherwise stipulated in the Specifications and the “Maker’s
List” or agreed in writing, the Builder may, without interference from the
Buyer, freely choose its Subcontractors, but the Builder shall in ample time
notify the Buyer in writing before placing major orders for equipment or
services with Subcontractors, and shall give reasonable consideration to Buyer’s
request. Any opinions or requests made by the Buyer entail no alteration of the
Builder’s obligation and liability under the Contract.



 7
 









5.                         Certificates
and Registration


The Builder shall provide, deliver and pay for all certificates
necessary for the approval of the Vessel, as
farther set out in the Contract, together with all documents reasonably
required by the Buyer necessary for the registration of the Vessel in
Cayman Island (Flag State). The Vessel shall be registered by the Buyer at its
own cost and expense.


The Buyer shall have the right to request a change to the Flag State in
accordance with the provisions of Article VI, Section 1.



 8
 









ARTICLE III                    PRICE AND PAYMENT TERMS


1.                         Original
Contract Price


The Original Contract Price is NOK 570.000.000 (Norwegian kroner five
hundred and seventy million).


2.                         Currency


All payments by the Buyer to the Builder under
the Contract shall be made in NOK. As soon possible, but not later than
ten days, after effectiveness of the Contract as set out in Article XX all sums
in the Contract expressed in NOK shall be converted to USD. The exchange rate
to be applied to the conversion shall be agreed between the parties and shall
be based on forward rate of exchange of NOK and USD that can be achieved by the
Builder. The Builder shall be obliged to provide supporting documentation for
such exchange rate, including time and date of quote. In the event the parties
are unable to agree on the exchange rate, the Buyer shall have the option to
request an additional quote from the Builder. If the Buyer is still not satisfied with the exchange rate proposed by the
Builder, then all sums in the Contract (including Refund Guarantees)
shall remain in NOK. If agreement is reached, then from the date of conversion, the Contract shall be a USD
contract and all Refund Guarantees shall be in USD. The Buyer shall
compensate the Builder for any increased costs and other negative effect of the
Builder’s financing of the construction of the Vessel including the provision
of Refund Guarantees resulting from such
change of currency, provided always that the Buyer’s aggregate liability
in this respect shall be limited to NOK 1.000.000.


3.                         Terms and
Method of Payment


The Original Contract Price shall - subject to notices being given
under this Article III clause 3, - be paid
in instalments as follows:


(a)                  1st Instalment:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, shall be paid twenty (20) Banking
Days after the effectiveness of Contact.


(b)                  2nd Instalment:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, shall be paid at the start of
steel cutting at the Hull Yard but not before the date falling 6 (six) months
after the Date of Contract.


(c)                   3rd Instalment:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, shall be paid at the start of
steel cutting at the Builder’s yard but not before the date falling 10 (ten)
months after the Date of Contract.



 9
 









(d)                  4th Instalment:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, shall be paid at keel laying at
the Builder’s yard but not before the date falling 12 (twelve) months after the
Date of Contract.


(e)                   5th Instalment:


The sum of NOK 114.000.000 (Norwegian kroner one hundred and fourteen
million), equalling 20% of the Original Contract Price, shall be paid on
completion of 4.000 tons of steel sections (of minimum 50 tons each) at the
Hull Yard but not before the date falling 15 (fifteen) months after the Date of
Contract.


(f)                      6th Instalment:


The sum of NOK 114.000.000 (Norwegian kroner one hundred and fourteen
million), equalling 20% of the Original Contract Price, shall be paid at the
assembly of the aft section, mid section, and fore section of the hull of the
Vessel but not before the date falling 20 (twenty) months after the Date of
Contract.


(g)                  7th Instalment:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, shall be paid at launching of the
Vessel.


(h)                  Instalment on
Delivery and Acceptance:


The sum of NOK 57.000.000 (Norwegian kroner fifty seven million),
equalling 10% of the Original Contract Price, plus any increase or minus any
decrease due to adjustments of the Contract Price hereunder, shall, subject to
the other provisions of the Contract, be paid upon Delivery and Acceptance of
the Vessel.


Prior to effectiveness of the Contract, the parties will seek to agree
on a different payment schedule, providing for a lesser number of instalments
without prejudicing the Builder’s cash flow or the net present value of the
payment schedule to the Buyer.


The Builder shall have the right to propose to the Buyer minor
alterations to the payment schedule set out above to align the payment schedule
with the Builder’s production plan and cost schedule for the construction of
the Vessel. Any such alteration or change shall be subject to the Buyer’s
approval in its own discretion.


The Original Contract Price stated above is agreed on the assumption
that the Builder is able to purchase stainless steel for the Vessel (limited to
1 690 tons) at a price of NOK 35 per kilogram (plates delivered at Builder’s
yard). In the event that the purchase price for stainless steel for the Vessel
is higher or lower than NOK 35 per kilogram, then the Original Contract Price shall
be adjusted up or down by an amount equal to 100% of the aggregate difference
in the price for the stainless steel for the Vessel.


The Original Contract Price stated above is agreed on the further
assumption that the Builder is able to purchase mild steel for the Vessel
(limited to 9 286 tons) at a price of NOK 6 per kilogram (delivered at Builder’s
yard). In the event that the purchase price for mild steel for the Vessel is
higher or lower than NOK 6 per kilogram, then the Original Contract



 10
 









Price shall be adjusted up or down by an amount equal to 100% of the
aggregate difference in the price for the mild steel for the Vessel.


The Builder shall execute reasonable effort to seek to purchase
stainless steel and mild steel at favourable prices and shall on an ongoing
basis notify the Buyer in writing of the prices quoted by the supplier(s) and
of the latest date for purchase of steel (such date being three months prior to
the scheduled start of steel cutting for the Vessel). The Buyer shall have the
right to approve the time of purchase of steel provided that, unless the
parties agree otherwise, the Builder shall have no obligation to place purchase
orders outside the period between nine and three months before the scheduled
start of steel cutting for the Vessel.


All instalments shall be remitted to the Builder’s bank in Norway, to
an account specified by Builder.


The instalments under 3 (b) to 3(h) (both inclusive), shall under no
circumstances fall due until 14 days from receipt of written notice from the Builder
that such instalment is due. Notice of the instalment payable on Delivery and
Acceptance shall include notice of adjustments, if any.


On Builder’s request, the Buyer shall provide to the Builder all
information necessary to enable the Builder to reasonably satisfy himself that
the Buyer has financial arrangements or resources to pay the instalments when
due. In connection with the Builder’s construction financing of the Vessel and
provision of Refund Guarantees, the Buyer shall provide to the Builder and to
the Builder’s banks such statements, confirmations, approvals and other
documents as may be reasonably required by the Builder or the Builder’s banks


The Buyer’s obligation to pay each of the instalments, excluding the
instalment payable on Delivery and Acceptance, shall be subject to the Builder
first providing the Buyer with refund guarantee(s) (the Refund Guarantees) from
a bank or other financial institution satisfactory to the Buyer and the Builder
(the wording being mutually agreed by the parties in their unfettered
discretions), securing the repayment obligation of the Builder if the contract
is lawfully cancelled.


The Builder may retain the Vessel until full payment has been made in
accordance with the agreed payment terms. If the Builder is unable to present a
final account at delivery, the Buyer may require the Vessel to be delivered in
return for a bank guarantee or other security, satisfactory to the Builder, for
the reasonably estimated balance owed to the Builder. Costs of such guarantee
to be for Builder’s account.


In the event of any dispute concerning the payment on delivery of the
Vessel, including the question of the Buyer’s right to offset any claim it may
have, the Buyer may by paying the entire amount demanded by the Builder require
the Builder to provide a bank guarantee or other security satisfactory to the
Buyer for the disputed amount. The Builder cannot in such case refuse to
deliver the Vessel. If the Builder does not wish to, or is unable to, issue
security for the disputed part of the claim, the Buyer is entitled to take
delivery of the Vessel against payment of the undisputed amount and provide a
bank guarantee or other security satisfactory to the Builder for the disputed
part of the claim. Security which has been issued by a party pursuant to this
sub-clause terminates automatically unless the other party has brought legal
action pursuant to Article XIX below within 3 months from date of issue of the
security. The



 11
 









costs of security shall be shared proportionately between the parties
according to the final outcome of the dispute.


If on or before Delivery and Acceptance of the Vessel the Builder is
declared bankrupt, proposes or enters into a fund or a formal composition
arrangement or moratorium or otherwise proves to be in such financial position
that it is likely to be unable during the Guarantee Period to perform its
guarantee obligations, the Buyer may demand that the Builder shall provide
satisfactory security for the performance by the Builder of such guarantee obligations,
limited to 1% of the Original Contract Price, or failing such guarantee, the
Buyer is entitled to deposit the equivalent amount in an escrow account in the
joint name of the Builder and the Buyer and to deduct this amount from the
instalment to be paid on Delivery and Acceptance.


Failure by the Buyer to pay on time any part of the Contract Price
shall entitle the Builder to charge interest thereon in accordance with the
Norwegian Act on Interest on Delayed Payment of 17.12.1976 no.100.



 12
 









ARTICLE IV                   ADJUSTMENT OF CONTRACT PRICE –
CANCELLATION BY THE BUYER


The Contract Price shall be subject to adjustments, as hereinafter set
forth, in any of the events set out in this Article IV (it being understood by
both parties that any reduction of Contract Price is by way of liquidated
damages and not by way of penalty) and the Builder shall not in any way be responsible or liable for any other
consequences by way of damages or otherwise as a consequence of any of the
matters hereinafter set forth in this Article IV, except for the Buyer’s
right to cancel in accordance with the provisions of the Contract.


1.                         Late
Delivery


(a)                     If
the delivery of the Vessel is delayed beyond the Delivery Date, the Contract
Price shall be reduced by deducting therefrom as follows:


	
  1st - 30th day

  	
  No reduction

  
	
  31st - 90th day

  	
  100.000 NOK pr. day

  
	
  91st - 180th day

  	
  160.000 NOK pr. day

  



 


The maximum reduction in the Contract Price for
delayed delivery shall not exceed the total of the above liquidated
damages for 180 days of delay.


(b)                    If
the delay in delivery of the Vessel shall continue for a period in excess of
180 days after Delivery Date, the Buyer may at its option cancel the Contract.


Provided the Buyer has not sent notice of cancellation as provided for
in  Article XII hereof within 185
days of delay having elapsed after the Delivery Date the  Builder may
demand in writing that the Buyer shall make an election either to cancel the Contract,
or to consent to the acceptance of the delivery at a specific future date
reasonably estimated by the Builder to be the date when the Vessel will be  ready for delivery; in which case the Buyer shall, within 15 days after such
demand is received by Buyer, notify the Builder of its choice it being
understood that, if the Buyer elects not to cancel and the Vessel is not
delivered by such future date, the Buyer shall have the right to cancel
the Contract.


(c)                     If
the total accumulated delay of non Permissible Delay and of Force Majeure
Delay, but excluding other Permissible Delay, amounts to 270 days or more, then
in such event the Buyer may cancel the Contract. The Builder may, at any time
thereafter, demand in writing that the Buyer shall make an election either to
cancel the Contract or to consent to the acceptance of the delivery at a
specific future date reasonably estimated by the Builder to be the date when
the Vessel will be ready for delivery, in which case the Buyer shall, within 15
days after such demand is received by Buyer, notify the Builder of its choice;
it being understood that, if the Buyer elects not to cancel and the Vessel is
not delivered by such future date, the Buyer shall have the right to cancel the
Contract.


(d)                    If
it can be established beyond any reasonable doubt that the Vessel will be
delayed for more than 180 days as per paragraph (b) above, or be delayed for
more than 270



 13
 









days as per paragraph
(c) above, the Buyer shall have a right forthwith to cancel the Contract.


2.                         Speed
deficiency


If the speed as stipulated in Article II clause 2 (as adjusted pursuant
to Article II clause 3 and/or Article VI as the case may be) is not achieved,
the Contract Price shall be reduced as follows:


(a)                     For
each full tenth (1/10) knots reduction up to 2/10 knots no reduction shall be made.


(b)                    For
each full tenth (1/10) knots reduction in the speed thereafter up to 6/10 knots
reduction in the speed NOK 1.200.000,-.


The total reduction pursuant to this Article IV, clause 2 shall in any
event not exceed NOK 4.800.000,-.


(c)                     If
the deficiency in speed is more than 6/10 knots, the Buyer may cancel the Contract.


3.                         Deficiency
in Fuel Consumption


If the fuel consumption on the test bed exceeds the figure stipulated
in Article II by more than 5%, the Contract Price shall be reduced by NOK
300.000,- for each full gram/KW per hour by which the fuel consumption on the
test bed exceeds the consumption (increased by 5%) stipulated in Article II, provided that such reduction shall never
exceed NOK l.000.000,-.


If the fuel consumption on the test bed exceeds
the figure stipulated in Article II by more than 10%, the Buyer may, at
its option, (1) reject the main engine or (2) may accept the main engine at a
reduction in the Contract Price of the Vessel corresponding to the maximum amount referred to above. If the Buyer rejects the
main engine and the Builder as a consequence
is unable to deliver the Vessel within the time referred to in Article IV
clause 1, the Buyer may cancel the Contract.


4.                         Deficiency
in Deadweight


If the deadweight (43.000 tons) stipulated in Article II, is not
attained and the reduction exceeds 430 tons, the Contract Price shall be
reduced by NOK 16.000,- for each ton of the reduction
in excess of the said 430 tons, but always limited to a maximum of NOK 13.700.000,-. If the reduction in deadweight is
more than 1.290 tons the Buyer may cancel the Contract.



 14
 









5.                         Deficiency
in Cubic capacity


If the cubic capacity (45.350,- m3 total) stipulated in the Contract with
pertaining specifications is not attained,
and the reduction exceeds 100m3, the Contract Price shall be reduced by
NOK 12.000,- for each m3 of the reduction in excess of the said 100m3,
up to a maximum of NOK 10.800.000,-.


In addition to the above if the cubic capacity in stainless steel
(26.345,- m3 total) stipulated in the Contract with
pertaining specifications is not attained, and the total reduction exceeds
100m3, the Contract Price shall be reduced by additional NOK 4.000,- for each m3 of the reduction in cubic capacity in
stainless steel in excess of the said 100m3 up to a maximum of NOK 3.600.000,-.


If the total reduction in cubic capacity is more than 1000 m3, the
Buyer may cancel this Contract.


*   *   *


If the Contract is cancelled pursuant to this Article IV, the
instalments paid by the Buyer including interest shall be repaid forthwith in
accordance with Article XII clause 1.


Insofar as items 1 to 5 inclusive above are not filled in, the
provisions of Article X of the Contract shall apply.


If Article II clause 2 includes figures with the qualification “about”,
such qualification shall be disregarded for the purposes of calculation of
liquidated damages and the right of cancellation pursuant to this Article IV.


ARTICLE V                     APPROVAL OF PLANS AND
DRAWINGS AND INSPECTION DURING CONSTRUCTION


1.                         Approval
of Plans and Drawings


As soon as possible after the Date of Contract the Builder shall put
forward a proposed detailed building schedule, including a schedule for
testing. The Buyer shall make its comment on the schedule as soon as possible
and at the latest within 7 days. The schedules shall be issued by the Builder in
writing not later than 30 days after the Date of Contract.


(a)                     In
accordance with the construction schedule of the Vessel and provisions in the
Specifications, the Builder shall submit to the Buyer 3 copies of the plans and
drawings for its approval at the address set forth in Article XVII hereof. The
Builder shall send a notice by telefax (or by such other electronic means as
the parties may agree) to the Buyer giving the date of despatch of such plans
and drawings, and the Buyer shall confirm receipt of such plans and drawings.
The Buyer shall within 14 Working Days after receipt thereof, send to the
Builder 1 copy of such plans and/or drawings with Buyer’s approval or comments
(if any) written thereon. Such comments shall be as complete as possible.



 15
 









(b)                    If
Buyer’s comments on the plans and drawings are unclear or unspecified, the
Builder may by fax notice to the Buyer request a clarification, and failure by
the Buyer or its Representative to respond to this request within 3 Working
Days of receipt of such notice shall entitle the Builder to place its own
reasonable interpretation on such remarks, comments or amendments when
implementing the same.


(c)                     If
the Builder and the Buyer fail to agree whether such comments or remarks are of
such a nature or extent as to constitute modification or change under Article
VI hereof, the Builder shall nevertheless proceed with the construction based
on the Buyer’s comments if so requested by the Buyer. If it is established by
mutual agreement or by arbitration as per Article XIX, that the comments,
remarks or amendments constitute a modification or change under Article VI, the
Builder shall be entitled to an appropriate adjustment of the Contract Price,
Delivery Date and/or the characteristics of the Vessel. Article VI clause 1,
first paragraph to apply.


(d)                    In
the event that the Buyer fails to return the plans and drawings to the Builder
within the time limit specified in (a) above, the Builder shall by fax to the
Buyer request the return of same within 3 days, failing which the Builder shall
have the right to consider such plans and drawings as approved by the Buyer.


(e)                     The
Buyer’s approval or non approval of drawings shall not affect any of the
Builder’s obligations hereunder, including the Builder’s obligation to deliver
the Vessel fully approved by the Regulatory Bodies, or the Builder’s
responsibility under Article X hereof.


2.                         Appointment
of Buyer’s Representative


The Buyer may send to and maintain at the Builder’s yard, at the Buyer’s
own cost and expense, one or more representatives, of whom only one shall be
duly authorised in writing by the Buyer (herein called the “Representative”) to
act on behalf of the Buyer in attending the tests and inspections relating to
the Vessel, its machinery, equipment and outfitting, and in any other matters
for which he is specifically authorised by the Buyer. Unless otherwise advised
by the Buyer in writing, the Representative shall have no general authority to
change the Contract or to approve plans and drawings. The Representative shall,
however, be authorised to sign Change Order Forms (Article VI clause 1) on
behalf of Buyer, unless otherwise advised by Buyer in writing. The
Representative shall have as many assistants as he may require, but any and all
approvals must be given by the Representative and be in writing.


3.                         Inspection
by Representative


The inspection of the Vessel, its machinery, equipment and outfittings
shall be carried out by the Classification Society, Regulatory Bodies and the
Representative and/or his assistants throughout the entire period of
construction, in order to ensure that the Vessel is duly constructed in
accordance with the Contract.



 16
 









Whilst the Vessel is under construction and until Delivery and
Acceptance, the Representative and his assistants shall during all working
hours be given free access to the Vessel, its engines and accessories, and to
any other place where work is being done, or materials are being processed or
stored in connection with the construction of the Vessel, including the yards,
workshops and offices of the Builder and the Hull Yard.


The Representative and his assistants shall, during the construction of
the Vessel, have the right to attend all tests, trials and inspections
undertaken in respect of the Vessel, its machinery, equipment and outfittings.
The Builder shall give reasonably notice in advance of any such tests and
inspections to the Representative to enable him or any of his assistants to
attend. Failure of the Representative or his assistant(s) to be present at such
tests and inspections after due notice to him as above provided shall be deemed
to be a waiver of his right to be present.


The Builder shall seek to arrange with its Subcontractors that the
Representative or his assistants have a similar right of inspection and supervision
in respect of the work performed by the Subcontractors.


In the event that the Representative discovers any design, construction
or material or workmanship which in his opinion does not conform to the
requirements of the Contract, the Representative shall as soon as possible
advise the Builder of such non-conformity. Unless the Builder agrees to rectify
the matter, a notice thereof (which may be included in minutes or meeting or
similar) shall be given to the Builder.


Attendance at tests and inspection or non attendance at tests and
inspection as described in this clause shall not affect any of the Builder’s
obligation under the Contract.


4.                         Facilities


The Builder shall itself, and shall ensure that the Hull Yard shall,
furnish the Representative and his assistant(s) with adequate office space, and
such other reasonable facilities according to the Builder’s or such
subcontractors’ practice including phone lines with broadband internet access
at, or in the immediate vicinity of, the shipyard and the Hull Yard as may be
necessary to enable them to effectively carry out their duties.


5.                         Representative
- Division of Liability


The Representative and his assistant(s) shall at all times be deemed to
be the employees of the Buyer and not of the Builder. The Builder shall be
under no liability whatsoever to the Buyer, the Representative or his
assistant(s), and the Buyer shall keep the Builder harmless, for personal
injuries, including death, suffered during the time when the Representative or
his assistant(s) are on the Vessel, or within the premises of either the
Builder or its Subcontractors or are otherwise engaged in or about the
construction of the Vessel, unless, however, such personal injuries, including
death, were caused by gross negligence of the Builder, or of any its employees
or agents or Subcontractors. Nor shall the Builder be under any liability
whatsoever to the Buyer, the Representative or his assistant(s) for damage to,
or loss or destruction of property of the Representative or his assistant(s)
unless such damage, loss or destruction is caused by gross negligence of the
Builder, or any of its employees or agents or Subcontractors.



 17















The Buyer, the Representative and his assistant(s) shall be under no
liability whatsoever to the Builder, the Builder’s employees or Subcontractors,
and the Builder shall keep the Buyer, the Representative or his assistant(s)
harmless, for personal injuries, including death unless such personal injuries
including death were caused by gross negligence of the Representative or his
assistants. Nor shall the Buyer be under any liability whatsoever to the
Builder, the Builder’s employees or Subcontractors for damage to, or loss or
destruction of property of the Builder, its employees or Subcontractors unless
such damage, loss or destruction were caused by gross negligence of the
Representative or his assistant(s).


6.                         Responsibility
of Buyer


The Buyer shall undertake and assure that the Representative and his
assistants shall carry out their duties hereunder in accordance with normal
shipbuilding practice and in such a way as to avoid any unnecessary increase in
building cost, delay in the construction of the Vessel, and/or any disturbance
to the construction schedule of the Builder.


The Builder has the right to request the Buyer to replace the
Representative or any of his assistants who is deemed by the Builder to be
unsuitable and unsatisfactory for the proper progress of the Vessel’s
construction. The Buyer shall investigate the situation by sending its
representative(s) to the Shipyard if necessary, and if the Buyer considers that
such Builder’s request is justified, the Buyer shall effect such replacement as
soon as convenient.


ARTICLE VI                   MODIFICATIONS AND CHANGES


1.                         Modification
of Specifications


The work to be performed by the Builder under the Contract can be
modified or changed by request from the Buyer provided that such modifications
or changes will not adversely affect the Builder’s other commitments, and
provided further that the parties shall first agree to possible adjustment in
Contract Price, the Delivery Date and such other terms and conditions
occasioned by or resulting from such modification or change. Such agreement
shall be effected either by way of exchanges of letters duly signed by
authorised representatives of the parties, or by signed change order form, or
by minutes of meeting or similar signed by authorised representatives of the
parties, which shall constitute the necessary amendments to the Contract.
Possible increase or decrease in the Contract Price shall be calculated in
accordance with unit prices (inclusive of administration costs) or budget
prices if such prices are available, otherwise as per the Builder’s customary
price for such work.


Upon receipt by the Builder of a request from the Buyer for a
modification or change as aforesaid, the Builder shall as soon as reasonably
possible and at the latest within two weeks thereafter submit to the Buyer a
proposal for adjustment in Contract Price, the Delivery Date and such other
terms and conditions occasioned by or resulting from such modification or
change. The parties shall then within one week thereafter seek to agree on
possible adjustment in Contract Price, the Delivery Date and such other terms
and conditions occasioned by or resulting from such modification or change.


If modifications or changes are made without such written agreement as
aforesaid, or if the Builder fails to notify the Buyer in writing without undue
delay that there are modifications or changes which will require an increase in
the Contract Price, delayed delivery, changes in the



 18
 









Vessel’s characteristics or other changes in the Contract, the Builder
will not be entitled to any increase
in the Contract Price, adjustment of Delivery Date or other adjustments and the
Contract will remain unchanged.


The Builder is entitled to make minor modifications or changes to the
Specifications, if found necessary to
suit the Builder’s local conditions or facilities, the availability of materials and equipment, the introduction of
improvement methods or otherwise, provided that the Builder shall first obtain
the Buyer’s approval, which shall not be unreasonably withheld or delayed.


2.                         Change in
Rules and Regulations


If, after the Date of Contract, there are any changes in the rules,
regulations and requirements (including official changed application of the
rules) of Class or Regulatory Bodies, the following shall apply:


(a)                     The
Builder shall as soon as possible notify the Buyer thereof, and the Builder
shall be obliged - except as otherwise agreed - to carry out the required changes in accordance with the
provisions set out below, provided always that any changes in such rules,
regulations or requirements which are published on or before the Date of
Contract, and which apply mandatory to the Vessel on or before the Contract
Delivery Date shall not give to the Builder a right to claim any adjustments of
the price, delivery date or other contract terms.


(b)                    If
such change is or will be compulsory for the Vessel, the Builder shall
incorporate such alteration or change into the construction of the Vessel,
unless otherwise instructed by the Buyer. The parties shall endeavour to agree
on such adjustments to the Contract as set out in clause 1 above, failing
which, the changes to the Contract shall be decided by arbitration in
accordance with Article XIX.


(c)                     If
such change is not or will not be compulsory for the Vessel, but the Buyer nevertheless desires to incorporate such change,
this shall be considered a change or modification, as provided for in
clause 1 of this Article VI.


(d)                    The
Builder shall comply with the requirements following from IACS Common Structure Rules and shall be
entitled to adjustments to the Contract as set out in clause 1 above for the
consequences thereof. The adjustment to the Contract Price shall be based on
the Builder’s direct costs for purchasing of materials use of labour and
engineering work (the engineering costs to be split between Vessel no. 151,
152, 153 and 154). The adjustment to the Contract Price related to use of
labour shall be limited to an amount equivalent to USD 1 900 per ton for
additional steel parts and USD 285 for increased thickness of steel.


3.                         Substitution
of Materials


If any of the materials required by the Specifications or the Maker’s
List cannot be procured in time or are in short supply, the Builder may, in
order to maintain the Delivery Date and subject to the Buyer’s approval, which
shall not unreasonably be withheld and which shall be provided without undue
delay, supply other materials capable of meeting the requirements of



 19
 









the Classification Society or Regulatory Bodies. No extra charges shall
be made to the Buyer and, except that any savings shall be credited to the
Buyer, the Contract shall remain unaltered.


ARTICLE VII                  TEST AND TRIALS


1.                         Notice


The Builder shall before delivery, by not less
than 7 days written notice to the Buyers, notify the time and place for
the sea trial for the Vessel. The Buyer shall have its Representative onboard
the Vessel to witness the sea trial. Failure by the Representative to attend at
the sea trial without any valid reason despite a notice to the Buyer as
aforesaid, shall be deemed to be a waiver by the Buyer of its right to be
present.


The Builder may after due notice conduct the sea trial without the
Representative of the Buyer being present, provided a representative of the
Classification Society is present, and in such case the Buyer shall be obligated
to accept the results of the sea trial on the basis of a certificate of the
Builder confirmed by the Classification Society and/or Regulatory Bodies
stating the results of the sea trial.


2.                         Weather
Conditions


The sea trial shall be carried out under weather conditions as set out
in the Specifications. Any delay in
delivery caused by delay of the sea trial due to unfavourable weather conditions shall be considered Permissible Delay.


3.                         How
conducted


The sea trial shall be carried out after all dock trials have been
performed and in the presence of representatives from the Classification
Society and / or Regulatory Bodies, and  shall
be conducted in the manner described in the Specifications, and shall be
sufficient in scope and duration to enable all parties to verify and establish
that all elements are functioning in accordance with the Contract. The Buyer
shall be entitled to have up to 12 people  on
board the Vessel during the sea trials to monitor the same.


All expenses in connection with the sea trial shall be for the account
of the Builder, including without limitation all necessary crew.


4.                         Method of
Acceptance or Rejection


(a)                     Upon completion of the sea trial and when the
trial results are available, and if the Builder considers the results
thereof demonstrates that the Vessel conforms with the Contract, the Builder
shall immediately give the Buyer a written notice of completion stating when
the Vessel is ready for delivery. The Buyer shall within 48  consecutive hours after receipt of this
notice and the test results notify the Builder in writing of its acceptance or
rejection of the Vessel.



 20
 









(b)                    If
the results of the sea trial demonstrate that the Vessel or any part or
equipment  thereof does not conform to
the requirements of the Contract, or if the Buyer for other valid reasons
rejects the Vessel, the Builder shall take all necessary steps to rectify such
non-conformity. If necessary the Builder shall for its own account carry out a
further sea trial in accordance with Article VII to ascertain that the Vessel
complies with the terms of the Contract. Upon demonstration by the Builder that
the deficiencies have been corrected, a notice thereof and of the readiness of
the Vessel for delivery, shall be given to the Buyer, who shall then within 48
consecutive hours after receipt of such notice together with the new test
results notify the Builder of its acceptance or rejection.


(c)                     If
the Buyer for any reason rejects the Vessel, the Buyer shall in its notice of
rejection give particulars of its reason therefore in such detail as can be
reasonably required.


(d)                    The
Buyer shall not be obliged to take delivery of the Vessel if it is not fully in
conformity with the Contract, or if there are any conditions or recommendations
imposed by the Classification Society and/or Regulatory Bodies. However, if the
deficiencies or the conditions/recommendations are of minor importance and the
Builder is unable to rectify the matter within a reasonable time, the Builder
may nevertheless require the Buyer to take delivery of the Vessel, provided:


(i)                       the
Builder undertakes for its own account to remedy the deficiency or fulfil the
requirement as soon as possible, and


(ii)                    the
Builder shall indemnify the Buyer for any loss incurred as a consequence
thereof, including loss of time, and


(iii)                 the Builder provides security for the
agreed anticipated costs of remedying the deficiencies or fulfil the
requirements by permitting the Buyer at Delivery to pay such anticipated costs
out of the instalment on Delivery and Acceptance into an escrow account to be
held in the joint names of the parties pending completion of the remedying of
the deficiencies and the fulfilment of the requirements.


(e)                     If
the Builder disputes the rejection by the Buyer, the case shall be submitted
for final decision by arbitration in accordance with Article XIX hereof.


5.                         Effect of
Acceptance


Acceptance of the Vessel as provided above, shall be final and binding
and shall preclude the Buyer from refusing formal delivery on basis of any
alleged deficiency in any part or parts of the Vessel which were tested during
the sea trial, provided all other procedural requirements for delivery have
been met.



 21
 









6.                         Disposition
of Surplus Consumable Stores


Any fuel oil, unused lubricating oil, grease, fresh water or other
consumable stores furnished by the Builder for the sea trial, remaining onboard
the Vessel at the time of delivery shall be purchased by the Buyer from the
Builder at the original net purchase price thereof (Builder to provide supporting invoices), and payment therefore
shall be effected by the Buyer on Delivery and Acceptance of the Vessel.


ARTICLE VIII                 DELIVERY
DATE AND DELIVERY


1.                         Time and
Place


The Vessel shall be delivered at the Builder’s yard (see Article II) or
in the vicinity thereof free and clear of
all liens, claims, mortgages and other encumbrances in a clean and seaworthy condition,
ready for service, on September 30, 2008 (the Contract Delivery Date), except
that in the event of net delays in the
construction of the Vessel or any performance required under the Contract due
to causes which under the terms of the Contract permit postponement of the Delivery Date (Permissible Delay), the Delivery
Date shall be postponed accordingly. Unless otherwise agreed, the Vessel shall not be delivered earlier than maximum
2 weeks prior to the Contract Delivery Date.


2.                         When and
how effected


Provided that the Buyer has fulfilled all of its obligations under the
Contract, delivery of the Vessel shall be effected forthwith upon acceptance
thereof by the Buyer by the concurrent delivery by each of the parties hereto
to the other of a Protocol of Delivery and Acceptance signed by each party.
Both parties have the right to make reservations or notes in the Protocol, or
in a separate document signed by the parties “for acknowledgement of receipt
only”.


3.                         Documents
to be delivered to the Buyer


Upon delivery and acceptance of the Vessel, the Builder shall provide
and deliver to the Buyer at its expense the following documents, which shall
accompany the Protocol of Delivery and Acceptance:


(a)                     Protocol of Trials made pursuant to the
Specifications.


(b)                    Protocol
of Inventory and Equipment of the Vessel, including spare parts and the
like, all as specified in the Specifications.


(c)                     Protocol of Surplus Consumable Stores referred to under Article VII hereof which are
payable by the Buyer to the Builder.


(d)                    Drawings and Plans pertaining to the Vessel together with all
necessary instruction manuals, as further stipulated in the
Specifications.



 22
 









(e)                     All
Certificates including the Builder’s
Certificate required to be furnished upon Delivery and Acceptance of
the Vessel pursuant to the Contract and the Specifications. It is agreed that
if, through no fault on the part of the Builder, the Classification Certificate
and/or other required certificates are not available at the time of delivery,
provisional certificates shall be accepted by the Buyer provided that the
Builder at its expense shall furnish the Buyer with final certificates as promptly as possible. If final certificates are
not provided or obtained within a reasonable time, the Builder shall compensate
the Buyer for any damages, losses and extra expenses caused thereby.


(f)                       Declaration
of Warranty by the Builder that the Vessel is free and clear of any liens,
claims, charges, mortgages and other encumbrances.


(g)                    Commercial
invoice


(h)                    Bill
of Sale or other relevant document that certifies that the title of the
Vessel passes to the Buyer.


(g)                    Any
other document as may be required for the registration of the Vessel as may be
reasonably advised by the Buyer from time to time prior to delivery.


4.                         Title and
Risk


Title and risk of loss of or damage to the Vessel shall pass to the
Buyer upon Delivery and Acceptance thereof by the Buyer.


5.                         Removal
of Vessel


The Buyer shall take possession of the Vessel immediately upon Delivery
and Acceptance thereof, and shall remove the Vessel from the premises of the
Builder within three (3) days after the Delivery and Acceptance as aforesaid.
If the Buyer does not remove the  Vessel
within the said period, the Buyer shall thereafter pay to the Builder
reasonable mooring charges for the Vessel.


ARTICLE IX                   DELAYS
AND EXTENSION OF TIME FOR DELIVERY (FORCE
MAJEURE)


1.                         Cause of
Delay


(a)                     In
case of Force Majeure Delay, the Delivery Date shall be postponed by the number
of days corresponding to the net delay in delivery as set out below. It shall
be considered a Force Majeure Delay if the Delivery and Acceptance of the
Vessel is prevented or delayed as a consequence of extraordinary circumstances
or events beyond the Builder’s control, such as:


Acts of God; acts of princes and rulers; requirements of government
authorities; war or warlike condition, civil commotion or riots, mobilisation;
sabotage; strike or lockout (except local
labour disturbances at the Builder’s yard or at the Hull Yard)



 23
 









quarantines; flood, typhoons, hurricanes, storms
or other extraordinary weather conditions not included in normal planning;
earthquakes, tidal waves, landslide; fires, explosions, collisions or stranding; import or export bans or
restrictions; prolonged failure, shortage or restriction of electrical
current, oil or gas;


and/or: any other extraordinary events beyond the control of the
Builder;


and/or: by late delivery of major parts or of important performance by Subcontractor(s) where the cause of delay would
have been recognised as Force Majeure Delay under this Article IX if it
had affected the Builder, provided that the Builder
has shown due diligence in its choice of Subcontractor and ensured a reasonable margin for delays, so that at the time
of ordering same it could reasonably be expected by the Builder to be
delivered in time;


and/or: delays in the Builder’s other commitments resulting from Force
Majeure as herein described directly causing delay of the Builder’s performance
hereunder;


Provided always:


that there shall be no Force Majeure Delay if
such delay could reasonably have been foreseen or anticipated by the
Builder on the Date of Contract, or that it could have been prevented or
overcome by the exercise of due diligence by the Builder, its servants, employees or Subcontractors.


(b)                    The
provisions under sub-clause (a) above apply whether or not the Force Majeure
occurs after the Contract Delivery Date.


(c)                     The
Builder is obliged to do its utmost to avoid or minimise the Force Majeure Delay.


(d)                    The
Builder will use reasonably endeavours to agree with the Hull Yard, provisions
which will entitle the Builder to cancel such subcontracts in case of force
majeure situation after a period of delay which is shorter than the period set
out in Article IV, Section 1(c).


2.                         Notice of
delay


(a)                     Within
10 days after the Builder becomes aware or should have become aware of any cause of delay as aforesaid, on account of which
the Builder will claim that it is entitled under the Contract to
postpone the Delivery Date, the Builder shall notify the Buyer in writing or by telefax, confirmed by
registered mail, of the date such cause of delay commenced. Likewise,
within 10 days after the date such cause  of
delay ended, the Builder shall notify the Buyer in writing or by telefax,
confirmed by registered mail, of the date when such cause of delay ended.


Failure by the Builder to give such notices as aforesaid shall prevent
the Builder from subsequently claiming Force Majeure Delay on account of such
circumstances.


(b)                    The
Builder shall notify the Buyer of the period, by which the Delivery Date is
postponed by reason of such cause of delay, with all reasonable dispatch after
it has



 24
 









been determined. Failure by the Buyer to
object to the Builder’s claim for postponement of the Delivery Date within 10
days after receipt by the Buyer of such notice shall be deemed to be a waiver
by the Buyer of its right to object to such postponement of the Delivery Date
for the net delay caused by the Force Majeure event, provided always that the
Builder’s information in respect of the cause of the delay and the consequences
thereof were correctly stated in the notice.


3.        Permissible Delay


Delays on account of such causes as specified
in this Article IX, Clause 1 and in  Article
VI hereof and any other delays caused by non fulfilment by the Buyer of the
Buyer’s obligation hereunder or any other delays of a nature which under the
terms of this Contract permit postponement or extension of the Delivery Date
shall constitute Permissible Delay and shall extend the Delivery Date for any
net delay caused thereby.


ARTICLE X                     WARRANTY OF QUALITY


1.        Extent of Builder’s responsibility


Save as provided for below, and provided
always that the deficiencies have been rectified within a reasonable time, the
Builder shall have no responsibility for defects or the consequences thereof
(including loss of profit and loss of time) discovered after the Delivery and
Acceptance of the Vessel.


2.        Guarantee


The Builder undertakes to repair and rectify
at its own cost and expense and free of charge to the Buyer, any defects -
including latent defects or deficiencies - concerning the Vessel or parts
thereof, which are caused by faulty design, defective material and/or poor
workmanship on the part of the Builder, its servants, employees or
Subcontractors, but excluding defects arising after delivery due to normal wear
and tear or improper handling of the Vessel or caused or aggravated by omission
or improper use or maintenance of the Vessel on the part of the Buyer, its
servants or agents and excluding Buyer’s Supplies.


The Builder’s liability as stated herein shall
terminate if the defects as aforesaid have not been discovered within the
Guarantee Period, unless otherwise provided for in the Contract.


Any such defects shall be notified to the
Builder as soon as possible after discovery, and at the latest within 8 days
after expiry of the Guarantee Period. Such notice shall include particulars of
the deficiency in such detail as can reasonably be expected.


If defects could only be discovered on dry
docking the vessel, notice of such defect(s) need not be tendered before the
Vessel is in the dock, but must be tendered before the Vessel leaves the
dry-dock.


The Guarantee Period will be extended in the
following cases:



 25
 









(a)                     After
repair and rectification under this Article X has been carried out, there will
be a further period of guarantee of 6 months for the repaired and rectified
items. The further Guarantee Period shall, however, not be less than the original
Guarantee Period for any such item. Such additional guarantee period will be
granted on all remedial works notified by the Buyer to the Builder in the
Guarantee Period, or any extension thereof. The Buyer shall, however, not be
entitled to such additional guarantee for deficiencies caused by poor
workmanship if the guarantee work has not been performed by the Builder or
their Subcontractors.


(b)                    If
as a result of guarantee works the Vessel has been lying idle in the Guarantee
Period for an accumulated period of 30 days or more, the Guarantee Period shall
be extended by the total number of days the Vessel has been lying idle, whether
or not other work is carried out during such period.


3.        Rectification of Defects


If the Builder is liable for defects as
aforesaid, its obligations shall be as follows:


(a)                     The
Builder shall rectify the defect or cause the defect to be rectified at its own
costs. Provided the defect is remedied within a reasonable time, the Builder
shall have no other liability for any damage or loss caused as a consequence of
the defect, except for repair or renewal of the Vessel’s part/parts that have
been damaged as a direct and immediate consequence of the defect without any
intermediate cause, and provided such part or parts can be considered to form a
part of the same equipment  or
same system. The Builder shall in any event not be liable for any consequential
losses as stated herein over and above NOK 1,500,000.


(b)                    The
repairs, replacements and/or rectifications shall be made at the Builder’s
yard.


However, the Buyer may, after having notified the Builder in writing,
cause the necessary repairs, replacements and/or rectifications to be carried
out elsewhere. In such case, the Builder shall at its own costs be entitled to
forward necessary replacement parts or materials.


The Builder’s liability shall in such case be limited to pay the cost
of repairs including travelling and forwarding expenses (unless paid by
Subcontractors), but limited to the price of the work which the Builder would normally
change at its yard.


In any case, the Builder shall co-operate with the Buyer to find proper
solutions to rectify the deficiency.


(c)                     The
Vessel shall in any case be taken at the Buyer’s cost and expense to the place
elected for repair and modification, ready for such repairs and modifications.
Docking expenses and access works being necessary for performance of the
guarantee work shall be for the Builder’s account.


(d)                    The
Builder shall have the ownership of replaced parts. The Buyer will return such
parts to the Builder at Builder’s request and at Builder’s expense. If the
Builder fails to present such request within a reasonable time, the Buyer has
no responsibility for the replaced parts.



 26
 









4.        Subcontractors’ Guarantees


The Builder shall - upon the Buyer’s request -
assign to the Buyer any rights the Builder may have against any Subcontractors,
including any right to pursue any claim under the relevant subcontract. This
provision shall in no way alter or diminish the Builder’s obligations under the
Contract.


The Builder shall endeavour to have provisions
in the subcontracts whereby the Buyer may claim against the Subcontractor
directly.


5.        Assignment


If the Buyer sells the Vessel during the
Guarantee Period and wishes to assign its rights hereunder, such assignment
shall be subject to the Builder’s consent, which shall not be unreasonably
withheld or delayed.


6.        The Guarantee Engineer


The Builder shall have the right and the Buyer
may require the Builder to appoint a Guarantee Engineer to serve onboard the
Vessel for such portion of the guarantee period as the Builder or Buyer may
decide. The Buyer and its employees shall provide the Guarantee Engineer with
full co-operation in carrying out his duties. The Buyer shall accord the
Guarantee Engineer treatment and accommodation comparable to the Vessel’s Chief
Engineer, at no cost to the Builder. The Buyer shall pay to the Builder the
same wages as a European Chief Engineer as compensation for part of the cost
and charges to be borne by the Builder in connection with the Guarantee
Engineer, and also direct expenses of repatriation by air to the Guarantee
Engineer’s home country.


The Guarantee Engineer shall, at all times and
in all respects, be deemed to be the employee of the Builder. The Buyer shall
be under no liability whatsoever to the Builder or to the Guarantee Engineer
for personal injuries, including death, suffered by the Guarantee Engineer
during the time when he is on board the vessel, unless such personal injuries,
including death, were caused by gross negligence of the Buyer, or of any of its
employees or agents. Nor shall the Buyer be under any liability whatsoever to
the Guarantee Engineer for damage to or loss or destruction of property of the
Guarantee Engineer, unless such damage, loss or destruction is caused by gross
negligence of the Buyer, or of any of its employees or agents. The Guarantee
Engineer shall if requested sign a Letter of Indemnity required by the Buyer.


ARTICLE XI                   OWNERSHIP, RISK AND INSURANCE


1.        Ownership and Registration


The Buyer shall become the owner of the Vessel
upon Delivery and Acceptance thereof.


The Builder may mortgage the Vessel and its
materials (excluding Buyer’s Supply if possible) as security for the
construction financing, including the provision of refund guarantee(s), for the
Vessel. The Buyer shall if necessary give its consent for that purpose. Any
such mortgage



 27
 









shall be cancelled and deleted from the
relevant registry at the latest on Delivery and Acceptance.


Any materials, parts, machinery or equipment
purchased by the Builder and appropriated for the Vessel which are not utilised
for the Vessel shall remain the property of the Builder after Delivery and
Acceptance of the Vessel.


If the Builder’s yard is in Norway, the Buyer
may register the Contract and the Vessel under construction in accordance with
the rules of the Norwegian Maritime Act with the Builder as title holder.


2.        Risk and Insurance


(a)                     Until
Delivery and Acceptance, the Builder bears the risk of loss of or damage to the
Vessel, materials, parts, machinery, boilers and equipment.


(b)                    The
Builder will arrange and pay for building insurance (which shall include Buyers
Supplies) with underwriters acceptable to the Buyer on customary “All Risk”
terms. The insurance shall comprise necessary fire and transport insurance of
material and equipment which the Builder procure from Subcontractors. Except as
otherwise agreed the Builder is not obliged to insure the transport of Buyer’s
Supplies.


The insured amount shall as a minimum cover
the aggregate of the instalments paid by the Buyer pursuant to Article III from
time to time together with interest thereon and the value of any Buyer’s
Supplies.


By paying extra insurance premiums the Buyer
may require that the building insurance is increased to cover the rebuilding
value at any time. The Buyer shall receive copies of the policies.


(c)


(i)                       The
insurance policies shall be taken out in the joint names of the Builder and the
Buyer.


(ii)                    The
Builder may collect direct from the insurance company any sums in respect of
its own losses.


(iii)                 In the event of partial damage which
is to be repaired and which is recoverable under the insurance policies, the
Builder may collect advance instalments under the policy payable as the repair
work progresses.


The proceeds recovered under
the insurance policies shall be applied to repairs satisfactory to the Class
and Regulatory Bodies, and the Buyer shall accept the Vessel under the Contract
if completed thereafter in compliance with the Contract.


(iv)                If
prior to its delivery the Vessel sustains such heavy damages that the Builder
has no obligation to rebuild the Vessel, or if the parties  and the insurance company agree on total
/ constructive / compromised total loss then the proceeds under the insurance
shall be paid as follows:



 28
 









(a)                     Subject
to the rights of the Builder’s banks, including the  provider(s) of refund or other guarantees, having mortgage
over the Vessel, the Buyer will recover directly from the insurance company an
amount equal to the instalments paid together with interests in accordance with
the terms of the Contract.


Subject to the rights of the
Builder’s banks, including the provider(s) of refund or other guarantees,
having mortgage over the Vessel, the Buyer will further collect direct from the
insurance company any extra proceeds recoverable under an insurance policy
taken out for Buyer’s account in accordance with Article XI clause 2 (b) above.


Subject to the rights of the
Builder’s banks, including the provider(s) of refund or other guarantees,
having mortgage over the Vessel, the Buyer shall further collect payment for
Buyer’s Supplies covered by the insurance policies.


(b)                    The
remaining part of the insurance proceeds shall be paid to the Builder.


(c)                     The
Builder shall for its own account insure the Vessel on terms that are normally
used for insuring vessels under construction at Norwegian yards. This building
insurance shall be maintained until the Vessel is delivered to and taken over
by the Buyer.


(d)                    War
risk insurance for the Vessel with accessories shall be taken out only at the
request of the Buyer and for its account.


ARTICLE XII                  DEFAULT PROVISIONS


1.        Builder’s Default - Cancellation by Buyer


The payment of any sums under this Contract by
the Buyer prior to delivery of the Vessel shall be by way of advances to the
Builder. In the event that the Buyer shall exercise its right of cancelling the
Contract under and pursuant to any of the provisions of the Contract
specifically permitting the Buyer to do so, then the Buyer shall notify the
Builder in writing or by telefax confirmed by registered mail, and such
cancellation shall be effective as of the date notice thereof is received by
the Builder.


Upon such cancellation the Builder shall
promptly either accept the notice of cancellation, or declare its intention to
dispute the same under the provisions of Article XIX hereof.


Upon cancellation the Builder shall refund all
sums paid by Buyer to the Builder under Article III hereof, including interest
thereon at the rate of 3 months LIBOR + 2%
(per cent) per annum from the date of payment to the date of refund. The
Builder shall also return Buyer’s Supplies, or if they cannot be returned, the
Builder shall pay to the Buyer an amount equal to the Buyer’s costs for such
equipment.



 29
 









Save for the Builder’s obligation to refund
amounts as set out above, the Builder shall have no liability for any other
loss suffered by the Buyer caused by a cancellation pursuant to this Article
XII, clause 1, first paragraph.


2.        Buyer’s Default - Disputes regarding Payment


(a)                     If
the Buyer fails to make payments provided for in Article IV clause 3 the
Builder shall by written notice or by telefax confirmed by registered mail to
the Buyer request payment of the unpaid amount. If the amount has not been paid
within 7 Banking Days from receipt of such notice, the Builder may postpone the
commencement of or stop the work on the Vessel and enforce payment of the
claim, the net loss of time caused thereby being Permissible Delay under the
Contract.


(b)                    If
21 days have elapsed from the receipt of the above notice without the Buyer
having paid or provided acceptable security, the Builder may cancel the
Contract.


In either case the Builder may claim
compensation for losses caused thereby.


Notwithstanding the above, if there is a
dispute in respect of the Buyer’s payment obligation, the Builder has no right
to postpone the commencement or stop the work or cancel the Contract, if the
Buyer provides security acceptable to the Builder for the disputed unpaid
amount.


3.        Insolvency


If proceedings are commenced by or against the
Buyer or Builder for winding up, dissolution
or reorganisation (except in case of merger) or for the appointment of a
receiver trustee or similar officer, or if bankruptcy is opened, the party who
is not subject to such proceedings shall have the right to cancel this
Contract.


Upon such cancellation, the Builder shall
refund all sums paid by Buyer to the Builder under Article III hereof,
including interest thereon at the rate of 3 months LIBOR + 2% (per cent) per
annum from the date of payment to the date of refund. The Builder shall also
return Buyers Supplies, or if they cannot be returned, the Builder shall pay to
the Buyer  an amount equal to the
Buyer’s costs for such equipment.


Save as for the Builder’s obligation to make
refund as set out above, neither the Builder nor the Buyer shall have any
liability for losses suffered by the other party caused by  the cancellation pursuant to this Article
XII, clause 3.


ARTICLE XIII                 ASSIGNMENT


Neither of the parties hereto shall assign the
Contract to a third party unless prior consent of the other party is given in
writing, such consent not to be unreasonably withheld.


The Contract shall endure to the benefit of
and shall be binding upon the lawful successors or the legitimate assigns of either
of the parties hereto.



 30
 









Nothing in this Article XIII shall, however,
prevent the Builder from assigning or pledging any amount receivable from the
Buyer under the Contract as security for the construction financing of the
Vessel and/or the refund guarantees.


ARTICLE XIV                TAXES AND DUTIES


1.        Taxes and Duties in the country of the Builder


The Builder shall bear and pay all taxes and
duties imposed in the country of the Builder in connection with the execution
and/or performance of the Contract, excluding any taxes and duties imposed in
the country of the Builder upon the Buyer’s Supplies.


2.        Taxes and Duties outside the country of the Builder


The Buyer shall bear and pay all taxes and
duties imposed outside the country of the Builder in connection with the
execution and/or performance of the Contract, except for taxes and duties
imposed upon those items to be procured by the Builder for construction of the
Vessel.


ARTICLE XV                  PATENTS, TRADEMARKS,
COPYRIGHTS


Machinery and equipment of the Vessel may bear
the patent numbers, trademarks or trade names of the manufacturers.


The Builder shall defend and hold harmless the
Buyer from patent, trade mark copyright or other intellectual property
liability or claims of any nature or kind, including costs and expenses for, or
on account of any intellectual property rights made or used in the performance
of the Contract, or the Buyer’s use of the Vessel, and also including costs and
expenses of litigation, if any.


Nothing contained herein shall be construed as
transferring any patent or trademark rights or copyright in equipment covered
by the Contract, and all such rights including the design of the Vessel are
hereby expressly reserved to the true and lawful owners thereof.


The Builder’s warranty hereunder does not
extend to the Buyer’s Supplies.


ARTICLE XVI                BUYER’S SUPPLIES


1.        Responsibility of Buyer


(a)                     The Buyer
shall, at its own risk, cost and expense, supply and deliver to the Builder all
of the items to be furnished by the Buyer, as specified in the Specifications and
as defined in Article I, at warehouse or other storage facility of the Builder
in a proper condition ready for installation in or on the Vessel, in accordance
with the time schedule designated and advised by the Builder to the Buyer.



 31
 









(b)                    In
order to facilitate installation by the Builder of the Buyer’s Supplies in or
on the Vessel, the Buyer shall furnish the Builder with necessary
specifications, plans, drawings, instruction books, manuals, test reports and
certificates required by all applicable rules and regulations. If so reasonably
requested by the Builder, the Buyer shall without any charge to the Builder,
provided always that such installation is not Builder’s responsibility pursuant
to the Specifications, cause the representatives of the manufacturers of the
Buyer’s Supplies to assist the Builder in installation thereof in or on the
Vessel and/or to carry out installation thereof by themselves or to make
necessary adjustments at the Builder’s yard.


(c)                     Any
and all of the Buyer’s Supplies shall be subject to the Builder’s reasonable
right of rejection, when and if they are found to be unsuitable or in improper
condition for installation.


(d)                    Should
the Buyer fail to deliver any of the Buyer’s Supplies within the time
designated, the Delivery Date shall be automatically extended for the period by
which the failure actually caused a delay in the delivery of the Vessel.


(e)                     If
delay in delivery of any of the Buyer’s Supplies exceeds thirty (30) days, then
the Builder shall be entitled to proceed with construction of the Vessel
without installation thereof in or on the Vessel as hereinabove provided, and
the Buyer shall accept and take delivery of the Vessel so constructed, unless
such delay is caused by Force Majeure in which case the provision Article XVI,
1(d) shall apply.


2.        Responsibility of Builder


The Builder shall be responsible for storing
and handling with due diligence the Buyer’s Supplies after delivery thereof at
the Builder’s yard, and shall, at its own cost and expense, install them in or
on the Vessel, unless otherwise provided herein or agreed by the parties
hereto, provided, always, that the Builder shall not be responsible for the
quality, efficiency and/or performance of any of the Buyer’s Supplies.



 32
 









ARTICLE XVII               NOTICES


1.        Address


Any and all notices and communications in
connection with the Contract shall be addressed as follows:


	
  To the Buyer:

  	
  Stolt-Nielsen Transportation Group B.V.

  
	
   

  	
  Westerlaan 5

  
	
   

  	
  3016 CK
  Rotterdam

  
	
   

  	
  Harbour 190

  
	
   

  	
  The Netherlands

  
	
   

  	
  att: Jens Lassen

  
	
   

  	
   

  
	
   

  	
  Telephone

  	
  +31 (0)10 2996666

  
	
   

  	
  Telefax

  	
  +31 (0)10 2996664

  
	
   

  	
  E-mail

  	
  jlassen@sntg.com

  
	
   

  	
   

  	
   

  
	
  To the
  Builder:

  	
  Aker Yards Florø AS

  
	
   

  	
  Ole Åserudgt. 7

  
	
   

  	
  6900 Florø

  
	
   

  	
  Norway

  
	
   

  	
  Att:
  Gustav-Johan Nydal

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  + 47 57 74 68 00

  
	
   

  	
  Telefax

  	
  + 47 57 74 69 00

  
	
   

  	
  E-mail

  	
  gustav.johan.nydal@akeryards.com

  



 


Or to such other person as may be notified in
writing.


2.        Language


Any and all written notices and communications
in connection with the Contract shall be in the English language.


ARTICLE
XVIII              ENTIRE CONTRACT


The Contract contains the entire contract and
understanding between the parties hereto and supersedes all prior negotiations,
representations, undertakings and agreements on any subject matter of the
Contract.


ARTICLE XIX                GOVERNING LAW, DISPUTE AND ARBITRATION


1.        Governing Law


The parties hereto agree that the validity and
interpretation of the Contract and of each Article and part thereof shall be
governed by the laws of the Kingdom of Norway.



 33
 









2.        Arbitration


Any dispute between the parties concerning the
Contract shall be settled with final and binding effect for both parties by
Arbitration in Oslo, Norway, in accordance with the Norwegian Arbitration Act
of 14.05.2004 no. 25. The parties will jointly appoint three arbitrators of
which at least one shall be a lawyer admitted to practice in Norway. If the
parties fail to agree on the choice of arbitrators within 14 days from
presentation by either party of a written demand for arbitration, each party
shall appoint one arbitrator, and the two so appointed shall appoint a third
arbitrator who shall act as the chairman of the arbitration panel. If a party
fails to appoint an arbitrator within 14 days after he has been requested to do
so by the other party, the Chief Justice of the Appeal Court in Oslo shall at
the request of either party appoint the arbitrator(s). All arbitration
proceedings shall be confidential.


ARTICLE XX                  EFFECTIVENESS


The effectiveness of this Contract shall be
subject to the fulfilment of the following conditions:


1.                         Approval
by the Board of Directors of the Builder and the Buyer. Each of the Parties
shall confirm such board approval in writing within September 29, 2006 failing
which this Contract shall become null and void without any liability between
the  parties.


The Contract with its Appendices and Exhibits
has been drawn up in two identical originals, one for each party.


	
  Rotterdam, 30, August 2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gustav Johan
  Nydal

  	
   

  	
  /s/ Jens Lassen

  
	
  GUSTAV JOHAN
  NYDAL

  	
   

  	
  JENS LASSEN

  



 


Appendix I Specification and list of plans and drawings


Additional Articles/clauses:



 34